UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM 10-K
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NUMBER: 001-12929
COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of 36-4135495
incorporation or organization) (I.R.S. Employer Identification No.)
1100 COMMSCOPE PLACE, S.E.
P.O. BOX 339
HICKORY, NORTH CAROLINA 28602
(Address of principal executive offices) (Zip Code)
(828) 324-2200
(Registrant's telephone number, including area code)
-----------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of the shares of Common Stock held by
non-affiliates of the Registrant was approximately $484 million as of June
30, 2003 (based on the closing price for the Common Stock on the New York
Stock Exchange on that date). For purposes of this computation, shares held
by affiliates and by directors and officers of the Registrant have been
excluded.
As of March 1, 2004 there were 61,262,751 shares of the Registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 2004 ANNUAL MEETING
OF STOCKHOLDERS ARE INCORPORATED BY REFERENCE IN PART III HEREOF.
TABLE OF CONTENTS
Page
PART I
Item 1. Business..................................................................................1
Item 2. Properties...............................................................................10
Item 3. Legal Proceedings........................................................................12
Item 4. Submission of Matters to a Vote of Security Holders......................................12
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters................15
Item 6. Selected Financial Data..................................................................16
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations...............................................................................17
Item 7A. Quantitative and Qualitative Disclosures.................................................33
Item 8. Financial Statements and Supplementary Data..............................................37
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure...............................................................................74
Item 9A. Controls and Procedures..................................................................74
PART III
Item 10. Directors and Executive Officers of the Registrant.......................................75
Item 11. Executive Compensation...................................................................75
Item 12. Security Ownership of Certain Beneficial Owners and Management...........................75
Item 13. Certain Relationships and Related Transactions...........................................76
Item 14. Principal Accounting Fees and Services...................................................76
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K .........................76
Signatures...............................................................................77
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PART I
ITEM 1. BUSINESS
Unless the context otherwise requires, references to "CommScope,
Inc.," or "we," "us," or "our" are to CommScope, Inc. and its direct and
indirect subsidiaries, including CommScope, Inc. of North Carolina, on a
consolidated basis.
On January 31, 2004, we acquired substantially all of the assets and
certain specified liabilities of the Connectivity Solutions business
("Connectivity Solutions") from Avaya Inc. ("Avaya"). See "Our Acquisition
of Connectivity Solutions in 2004" below. Our historical financial
information and other information given as of a date prior to January 31,
2004 reflects the business of CommScope prior to the acquisition of
Connectivity Solutions, unless the context specifically requires otherwise.
Financial and other information included in this Form 10-K relating to the
Connectivity Solutions business as operated by Avaya for the fiscal year
ended September 30, 2003 and other periods prior to the acquisition is not
necessarily indicative of the future performance of the Connectivity
Solutions business as operated by us. For a description of the factors
affecting such future performance see Exhibit 99.1 to this Form 10-K.
CommScope, Inc. was incorporated in Delaware on January 28, 1997. Our
principal executive offices are located at 1100 CommScope Place, SE,
Hickory, North Carolina 28602. Our telephone number is (828) 324-2200.
OVERVIEW OF 2003
We are a leading worldwide designer, manufacturer and marketer of a
broad line of coaxial, fiber optic, and other high-performance electronic
cable products for cable television, telephony, Internet access, wireless
communications and other broadband services. We believe we supplied more
than 50% of all coaxial cable purchased in the United States in 2003 for
broadband cable networks using Hybrid Fiber Coaxial (HFC) architecture. We
believe we are also the largest manufacturer and supplier of coaxial cable
for HFC cable networks in the world. We are also a leading supplier of
fiber optic cables primarily for HFC cable networks and have developed
specialized, proprietary fiber optic products for telecommunications
applications. We are a leading supplier of coaxial cable for telephone
central office switching and transmission applications, as well as video
distribution applications such as satellite television and security
surveillance. In addition, we have developed an innovative line of coaxial
cables for wireless communication infrastructure applications that we
believe have superior performance characteristics compared to traditional
cables. We are also a leading provider of high-performance premise wiring
for the mid tier local area network market. During 2003, we sold our
communications cable products to approximately 1,800 customers in more than
100 countries.
For the year ended December 31, 2003, our revenues were $573.3 million
and our net loss was $70.6 million (primarily due to recognition of our
share of the losses of OFS BrightWave, LLC ("OFS BrightWave") and
impairment charges). During this period, approximately 79% of our revenues
were for HFC cable networks and other video applications, 16% were for
Local Area Network (LAN) premise wiring applications and 5% were for
wireless, central office and other telecommunications applications.
International sales were approximately 19% of our revenues during this
period. For further discussion of our current and prior year domestic and
international revenues, see Items 7 and 8 of this Form 10-K.
OUR ACQUISITION OF CONNECTIVITY SOLUTIONS IN 2004
On January 31, 2004, we acquired Connectivity Solutions from Avaya. We
acquired Connectivity Solutions primarily to expand our position in the
'last mile' of telecommunications, establish a leadership position in the
global enterprise connectivity market and enhance our global growth
opportunities. We believe that this complementary combination of our
business with the Connectivity Solutions business creates the potential for
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significant synergies and positions us as a leading global provider of
cable products and apparatus to both the enterprise and telecommunications
markets.
Through our wholly owned subsidiary, CommScope Solutions Holdings, LLC
(formerly SS Holdings, LLC) we acquired substantially all of the assets,
subject to specified current liabilities, of Connectivity Solutions, for
$250 million in cash and approximately 1.8 million shares of our common
stock. The purchase price is subject to post closing adjustments for
working capital, certain information technology costs and employee benefit
obligations as well as the closing of the acquisition of certain
international operations that are expected to occur later in 2004. The cash
component of the transaction was funded primarily through our existing cash
balances and through $100 million of borrowings under our new $185 million
senior secured credit facility. As part of the transaction, we also assumed
up to approximately $65 million of other specified liabilities of
Connectivity Solutions, primarily related to employee benefits.
The Connectivity Solutions business as operated by Avaya was
organized into three business groups as follows:
o SYSTIMAX(R), which is the global leader in the design,
development, manufacture and marketing of physical layer
end-to-end structured cabling solutions for connecting phones,
workstations, LANs, SANS and other critical communication devices
through buildings or across campuses of businesses, enterprises
and other organizations.
o ExchangeMAX(R), which is a leading provider in the United States
of physical layer structured cabling solutions supporting central
offices of telecommunications service providers.
o Integrated Cabinet Solutions (ICS), which provide secure
environmental enclosures engineered to protect and optimize the
performance of wireless, DSL and other electronic equipment
primarily in outdoor locations of telecommunications providers.
For the fiscal year ended September 30, 2003, total net sales of the
Connectivity Solutions business as operated by Avaya were $541.7 million
with approximately 80%, 10% and 10% derived from the SYSTIMAX(R),
ExchangeMax(R) and ICS groups, respectively. During its 2003 fiscal year,
Connectivity Solutions sold its products to approximately 2,000 independent
distributors, system integrators, and value-added resellers in more than 60
countries and international sales represented approximately 43% of its
revenues.
BUSINESS STRATEGY
Our goal is to be the global leader in 'last mile' cabling and
connectivity, which is the distribution access, or final link, to the
customer. Our recent acquisition of Connectivity Solutions is an important
milestone in achieving this objective. The principal elements of our
strategy are:
o Build upon Leadership Position in the "Last Mile" of Telecom. We
believe we are the global leader in structured cabling systems
for business enterprise applications and the world's largest
manufacturer of coaxial cable for HFC applications. HFC networks
are widely recognized as the most cost-effective way to deliver
multi-channel video, voice and data services into homes around
the world. We also have access to technologically advanced
optical fiber and fiber optic cable through our minority
ownership in OFS BrightWave.
As telecommunications companies continue to bring broadband
video, voice and high-speed data services to the enterprise, home
or mobile customer, we expect an ongoing demand for bandwidth and
enabling cabling and connectivity solutions products. We intend
to build upon our leadership position by offering our broad
portfolio of products for last mile wired and/or wireless
applications.
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o Develop Proprietary Products and Expand Market Opportunities. We
actively identify new market opportunities and develop and
commercialize products that use our core technology and
manufacturing competencies. Our industry-leading research and
development teams continue to spearhead innovative developments
in cable and connectivity. We intend to build upon this legacy of
innovation and leverage our portfolio of more than 1,300
worldwide patents to provide leading-edge technology and new,
high-performance cable and connectivity solutions products to our
customers.
o Continuously Improve Operating Efficiencies. We are recognized
for operational excellence and effective cost management. We
believe that there are significant potential cost reduction
opportunities as we integrate Connectivity Solutions, including
reduced corporate overhead and lower working capital. We intend
to reduce costs through increased operational focus, application
of our manufacturing expertise, increased labor productivity and
process simplification.
o Expand Our Global Platform. We believe that the ongoing need for
communications infrastructure and worldwide demand for video,
data and other broadband services creates significant long-term
global growth opportunities. We expect new bandwidth-absorbing
applications in the enterprise market and an ongoing need for
cable television infrastructure due to the large number of
worldwide television households and relatively low global
penetration rates for cable television. We intend to enhance our
market position by building upon our new worldwide facilities and
presence as well as our extensive global network of distributors,
system integrators and value added resellers. We also intend to
use these new market channels to expand sales of existing
CommScope products.
o Leverage Superior Customer Service. We believe we are the market
leader in enterprise and HFC applications in part due to our
emphasis on customer service. We strive to establish and maintain
long-term customer relationships by seamlessly delivering
innovative cable and connectivity solutions to our
telecommunications and enterprise customers. Our high-volume
manufacturing capability, industry-leading research and
development, technical support and sophisticated logistical
capabilities are key components of our customer service model.
PRODUCT GROUPS
We recently reorganized our products into four major product groups:
o CommScope Enterprise Solutions(TM);
o CommScope Broadband Solutions(TM);
o CommScope Wireless Solutions(TM); and
o CommScope Carrier Solutions(TM).
COMMSCOPE ENTERPRISE SOLUTIONS
The CommScope Enterprise Solutions group includes SYSTIMAX(R)
Solutions, our new enterprise connectivity business, and our CommScope
branded enterprise LAN products. This group primarily provides structured
cabling systems for business enterprise applications. A structured cabling
system is the transmission network inside a building or campus of buildings
that connects voice and data communication devices, video and building
automation devices, switching equipment and other information management
systems to one another as well as to outside communications networks. It
includes all the in-building and outside plant campus cabling and
associated distribution components from the point of demarcation where the
building cabling connects to outside communications networks. A structured
cabling system consists of various families of components, including
transmission media (cable), circuit administration hardware, connectors,
jacks, plugs, adapters, transmission electronics,
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electrical protection devices and support hardware. Cables are classified
by their construction, their data transmission capability and the
environment in which they can be installed. Components are used to build
elements, each having a specific purpose that allows easy implementation,
moves, changes and maintenance as customer requirements change. A
well-designed distribution system is independent of the equipment it serves
and is capable of interconnecting many different devices, including data
terminals, analog and digital telephones, personal computers and host
computers, as well as system common equipment.
COMMSCOPE BROADBAND SOLUTIONS
We design, manufacture and market coaxial and fiber optic cable,
most of which is used in the cable television industry. We believe we are
the world's largest manufacturer of coaxial cable and a leading domestic
supplier of fiber optic cable for cable TV and other video applications.
Our coaxial and fiber optic cables are primarily used in Hybrid Fiber
Coaxial (HFC) networks being deployed throughout the world. HFC networks
utilize a combination of fiber optic and coaxial cable and are widely
recognized as one of the most cost-effective ways to offer multi-channel
video, voice and data services. Our broadband coaxial cables and zero water
peak optical fiber cables provide bandwidth connectivity for services such
as cable television, video on demand, high-speed Internet access, cable
telephony and other interactive services.
Many other specialized markets or applications are served by
multiple cable media such as coaxial, twisted pair, fiber optic or
combinations of each. We are a leading producer of composite cables made of
flexible coaxial and twisted copper pairs for full service communications
providers worldwide. We also provide a variety of cable-in-conduit products
for telecommunication applications.
COMMSCOPE CARRIER SOLUTIONS
CommScope Carrier Solutions(TM) includes our ExchangeMAX(R) and
ICS product lines. ExchangeMAX(R) offers solutions designed for switching
and transmission applications in telephone central offices. ICS offers
secure environmental enclosures that are used by telecommunication service
providers to protect equipment for wireless access as well as switching and
broadband service applications.
Our ExchangeMAX(R) products are sold in the central office cable
and cross-connect markets and provide end-to-end connectivity to end-users
such as original equipment manufacturers (OEMs) of telecommunications
equipment, Regional Bell Operating Companies (RBOC), and third-party "turf"
vendors. ExchangeMAX(R) structured cabling systems are primarily deployed
in U.S. central offices of telecommunications providers. The ExchangeMAX(R)
solution combines our family of central office connectivity products with
an overall system architecture to support the copper cable distribution
networks of a central office. Our products include UTP, STP and coax cable,
copper main distributing frames, digital signal cross connect frames,
connectors, patch cords and cable management software. We use a systems
approach based on the ExchangeMAX(R) product architecture that provides an
open and flexible, yet structured and engineered cabling distribution
solution to support the voice and digital central office subsystems and
applications. We manufacture and market the ExchangeMAX(R) product line
primarily to OEMs, RBOCs, and third-party vendors in the U.S.
Our Integrated Cabinet Solutions products are sturdy
environmental enclosures for electronics devices and equipment deployed in
the outside plant and inside buildings. Enclosures are designed to meet the
needs of each customer, including thermal characteristics, and are used
mostly by telecommunication service providers to protect wireless
equipment, transmission access equipment, switching equipment and broadband
electronic equipment. Each cabinet is assembled, completely wired and
system-tested at our facilities to ensure high quality and ease of
installation. We believe that the strength of our ICS products is their
wide acceptance and our ability to integrate the electronics specifications
of multiple vendors in a single product.
We market ICS products primarily to domestic telecommunications
equipment manufacturers and service providers. Our ICS products also
compete in the global integrated cabinet solutions and
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enclosures industry, providing Broadband, DSL, and switching equipment for
OEMs of telecommunications equipment.
COMMSCOPE WIRELESS SOLUTIONS
We design and manufacture innovative, high frequency cables and
components that connect wireless antennae to their transmitters. We believe
that the deployment of wireless communications systems throughout the
United States and the rest of the world presents a growth opportunity for
us. Semi-flexible coaxial cables are used to connect the antennae located
at the top of wireless antenna towers to the radios and power sources
located adjacent to or near the antenna site. Over the past few years, we
developed and patented Cell Reach(R), a line of copper or aluminum shielded
semi-flexible coaxial cables and related connectors and accessories to
address this market. Cell Reach(R) has been installed in thousands of
wireless base stations with leading service providers such as Nextel
Communications, Inc., Sprint Corporation, certain Sprint affiliates,
Cingular and certain AT&T affiliates.
We also manufacture other broadband coaxial cables, fiber optic
cables and twisted pair cables that are used for various wireless
applications, including Third Generation Wireless (3G), Personal
Communications Systems (PCS), Global System for Mobile Communications
(GSM), Universal Mobile Telecommunications (UMTS), Cellular, Multichannel
Multipoint Distribution Service (MMDS), Local Multipoint Distribution
System (LMDS), land mobile radio, paging and in-building wireless
applications.
MANUFACTURING
Most of our manufacturing facilities have received IS0 9000
certification, the most widely recognized standard for quality management.
In addition, several of our facilities have the TL 9000 certification,
which is a telecommunications specific standard for quality management. We
employ a global manufacturing strategy and operate 12 manufacturing
facilities located in Nebraska, North Carolina, Alabama and Nevada;
Seneffe, Belgium; Jaguariuna, Brazil; Bray, Ireland; Brisbane, Australia;
and Tianjin, China.
COMMUNICATIONS CABLES
We employ numerous advanced cable manufacturing processes. Many of
these processes, some of which are proprietary and/or trade secret
information, are performed on equipment that has been modified for our
purposes or specifically built to our specifications, often internally in
our own machine shop facilities. These manufacturing processes include
bimetallic wire fabrication, fine wire drawing, thermoplastic extrusion for
insulating wires and cables, high-speed welding and swaging of metallic
shields or outer conductors, braiding, cabling and stranding, and automated
testing. Our manufacturing facilities are generally vertically integrated.
We outsource certain fabrication of selected materials when cost-effective.
APPARATUS DEVICES
Apparatus devices support a complete systems solution. These
products include jacks, outlets, panels, cords, connectors, protectors and
network management tools. The manufacture of a typical part includes the
following steps: molding of the parts, stamping metal parts, forming of
sheet metal parts, insertion of printed wiring boards, assembly, wire
wrapping, labeling, and packaging. These products are composed of various
organic or recycled plastics, stamped metal components, and purchased
assembled components.
INTEGRATED CABINETS
An integrated cabinet starts with base metal sheets that are
stamped or cut and then formed to specification. These parts are then
treated and sealed in a dry paint line process. The metal parts are then
assembled and engineered around specific power and thermodynamic components
and designs, some of which are developed internally and others of which are
purchased from third party providers.
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Then a base line cabinet can be assembled using cable or apparatus products
and integrated to high end electronic devices provided by the end user
drawings.
OUR INVESTMENT IN OFS BRIGHTWAVE
We own, through our indirect wholly-owned subsidiary CommScope Optical
Technologies, Inc., referred to herein as CommScope Optical, a minority
interest in OFS BrightWave. OFS BrightWave was formed by us and The
Furukawa Electric Co. Ltd. ("Furukawa") to operate certain fiber optic
cable and transmission fiber assets of the Optical Fiber Solutions Group
acquired from Lucent in 2001. The remaining equity interest in OFS
BrightWave is owned by an indirect wholly-owned subsidiary of Furukawa.
OFS BrightWave is one of the world's largest manufacturers of optical
fiber and fiber optic cable. OFS BrightWave produces application-specific
fiber and fiber optic cable for voice, data and video transmission deployed
in both long-haul and short-haul communications networks. OFS BrightWave
sells fiber optic cable primarily to large telecommunications service
providers including certain Regional Bell Operating Companies (RBOCs). OFS
BrightWave manufactures optical fiber under a contract manufacturing
agreement for OFS Fitel, LLC, a wholly owned subsidiary of Fitel USA. Fitel
USA's ultimate parent is Furukawa. OFS BrightWave's primary competitors
include Corning Incorporated, Pirelli & C. SpA, Alcatel and several
internationally-based competitors.
RESEARCH AND DEVELOPMENT
Our research, development and engineering expenditures for the
creation and application of new and improved products and processes were
$6.2 million, $6.2 million and $7.1 million for the years ended December
31, 2003, 2002 and 2001, respectively. During 2003, our major projects
consisted of research and engineering activities related to developing new
and more cost effective cable designs.
Connectivity Solutions' research and development expenses were $29
million, $30 million and $52 million for Connectivity Solutions' fiscal
years ended September 30, 2003, 2002 and 2001, respectively.
In connection with our acquisition of the Connectivity Solutions
business we gained over 100 research and development professionals who will
focus on fundamental research, product development and enhancements and
manufacturing processes related to our CommScope Enterprise Solutions and
CommScope Carrier Solutions businesses. Many of our professionals maintain
a presence in standard setting organizations so that the products related
to our CommScope Enterprise Solutions and CommScope Carrier Solutions
businesses can be formulated to achieve broad market acceptance. These
organizations include the Telecommunications Industry Association, the
Electronic Industry Association, the Institute of Electrical and Electronic
Engineers and the Asynchronous Transfer Mode Forum.
SALES AND DISTRIBUTION
We market our products directly to telecommunication service providers
and through an extensive global network of distributors, value-added
resellers and system integrators. We support our sales organization with
regional service centers in various locations around the world. A key
aspect of our North American customer support and distribution chain is the
use of our private truck fleet. We believe that our ability to offer rapid
delivery services, materials management and logistics services to customers
in the continental United States through our private truck fleet is an
important competitive advantage.
Our CommScope Broadband Solutions products are sold primarily directly
to cable system operators providing cable television services. It is
estimated that the five largest cable television system operators account
for more than 70% of the cable television subscribers in the United States.
The major cable television system operators include such companies as
Comcast Corporation, referred to herein as
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Comcast (which merged with AT&T Broadband in November 2002), Time Warner
Inc., Charter Communications, Inc., referred to herein as Charter, Cox
Communications, Inc. and Adelphia Communications Corporation, referred to
herein as Adelphia. Although we sell to a wide variety of customers
dispersed across many different geographic areas, sales to the five largest
domestic broadband service providers represented approximately 48% of our
net sales during 2002 and 39% during 2003. During the year ended December
31, 2003, Comcast accounted for approximately 18% of our net sales,
compared to approximately 20% and 10% of our net sales as if they were
combined with AT&T Broadband for the full years ended December 31, 2002 and
2001, respectively. No other customer accounted for 10% or more of our net
sales during 2003, 2002 or 2001.
Our Enterprise Solutions products are sold to independent
distributors, system integrators and value-added resellers. For the fiscal
year ended September 30, 2003, sales of SYSTIMAX(R) by the Connectivity
Solutions business as operated by Avaya to the top five distributors,
value-added resellers and system integrators represented approximately 77%
of the sales of SYSTIMAX(R) in that period. In particular, Anixter
International and its affiliates accounted for approximately 53% and
Graybar Electric Company accounted for approximately 14% of the net sales
of SYSTIMAX(R) for the fiscal year ended September 30, 2003.
We believe the enterprise structured cabling market has three
segments: premium, mid-tier and basic. Products in the premium segment
consist of end-to-end "solutions" consisting of cable and connectors that
are specifically designed for compatibility to provide higher performance
for high-speed data transmission. Products in the mid-tier segment consist
generally of cable that is matched with connectors from a variety of
manufacturers. Products in the basic segment consist of lower performance
cables typically used for phone wiring or lower speed networks.
We intend to deploy a two-tier strategy to market our CommScope
Enterprise Solutions products. The SYSTIMAX family of products focus on the
premium segment and are sold primarily to large, multinational companies.
CommScope branded enterprise LAN products focus on the middle-tier market
and are sold primarily to large and medium sized enterprises in the United
States.
Our international sales consist primarily of our CommScope Enterprise
Solutions and CommScope Broadband Solutions products. Our primary channels
to international markets are through distributors, and direct sales to end
users and OEMs. We support our international sales efforts with sales
representatives based in Europe, Latin America, Asia/Pacific Rim and other
regions throughout the world. We believe we are the largest manufacturer
and supplier of coaxial cable for HFC cable networks in Europe. Prior to
the Connectivity Solutions acquisition, our net sales from international
operations, for the fiscal years ended December 31, 2003, 2002 and 2001
were approximately $110.8 million, $111.5 million and $173.3 million,
respectively.
Changes in the relative value of currencies take place from time to
time and their effects on our results of operations may be favorable or
unfavorable. We sometimes engage in foreign currency hedging transactions
to mitigate these effects. For more information about our foreign currency
exposure management, see "Note 2: Summary of Significant Accounting
Policies" of our consolidated financial statements in Item 8 of this Annual
Report on Form 10-K.
PATENTS AND TRADEMARKS
We pursue an active policy of seeking intellectual property
protection, namely patents and registered trademarks, for new products and
designs. As of January 31, 2004, on a worldwide basis, we held over 1,300
patents and pending patent applications, including those we acquired in the
Connectivity Solutions acquisition. As of January 31, 2004, we also had
over 600 registered trademarks and pending trademark applications
worldwide, including those we acquired as part of the Connectivity
Solutions acquisition. We consider our patents and trademarks to be
valuable assets, but no single patent or trademark is material to our
operations as a whole. We intend to rely on our intellectual property
rights including our proprietary knowledge, trade secrets and continuing
technological innovation to develop and maintain our competitive position.
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We have entered into cross-licensing arrangements with Furukawa,
providing us with access to key technology for communications cables,
especially fiber optic cables.
BACKLOG
At December 31, 2003, 2002 and 2001, we had an order backlog of
approximately $24 million, $26 million and $22 million, respectively.
Orders typically fluctuate from quarter to quarter based on customer demand
and general business conditions. Backlog includes only orders for products
scheduled to be shipped within six months. In some cases, unfilled orders
may be canceled prior to shipment of goods; but cancellations historically
have not been material. However, our current order backlog may not be
indicative of future demand.
For Connectivity Solutions' fiscal year ended September 30, 2003,
Connectivity Solutions as operated by Avaya had an order backlog of
approximately $24 million. Under Avaya, Connectivity Solutions measured
backlog as actual orders not shipped regardless of when shipments were to
be made.
COMPETITION
The market for cable products and structured cabling systems is highly
competitive and subject to rapid technological change. We encounter
competition in substantially all areas of our business and from both
international and domestic companies. Our competitors include large,
diversified companies, some of which have substantially greater assets and
financial resources than we do, as well as medium to small companies. We
also face competition from certain smaller companies that have concentrated
their efforts in one or more areas of the coaxial cable market. Our primary
competitors by product group include: CommScope Enterprise Solutions -
Belden, Inc., Cable Design Technologies Corporation, Nexans SA, and General
Cable Corporation; CommScope Broadband Solutions - Amphenol Corporation,
Corning Incorporated, Pirelli & C. SpA and Trilogy Communications, Inc.;
CommScope Wireless Solutions - Andrew Corporation, Alcatel and Eupen Cable,
Inc.; and CommScope Carrier Solutions - ADC Telecommunications, Inc.,
Marconi plc, and Alcatel.
We compete primarily on the basis of product specifications, quality,
price, engineering, customer service and delivery time. We believe that we
have a strong competitive position in the coaxial cable market due to our
position as a low-cost, high-volume coaxial cable producer and reputation
as a high-quality provider of state-of-the-art cables with a strong
orientation toward customer service. We also believe that we have a strong
competitive position in the electronic cable market due to our large direct
field sales organization within the local area network group, the
comprehensive nature of our product line and our long established
reputation for quality. We believe that our structured cabling systems
business has a strong competitive position because of its long-standing
relationships with distributors, value-added resellers and system
integrators, its strong brand recognition and its premium product features
and reliability.
RAW MATERIALS
Our production processes are material intensive and we use significant
quantities of various raw materials, including plastics, polymers,
fluoropolymers, fabricated aluminum, bimetals, copper, optical fiber and
steel, among others. Fluorinated ethylene propylene (FEP) is the primary
raw material used throughout the industry for producing flame retarding
cables for local area network applications. We use fabricated aluminum,
copper and steel in the manufacture of coaxial and twisted pair cables.
Most of these fabricated metal components are purchased under supply
arrangements with some portion of the unit pricing indexed to commodity
market prices for these metals. We have adopted a hedging policy pursuant
to which we may, from time to time, attempt to match futures contracts or
option contracts for a specific metal with some portion of the anticipated
metal purchases for the same periods. Optical fiber is a primary raw
material used for making fiber optic cables.
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Our profitability may be affected by changes in the market price of
our raw materials, most of which are linked to the commodity markets.
Prices for copper, fluoropolymers and certain polymers derived from oil and
natural gas have increased substantially over the last twelve months. As a
result, we have significantly increased our prices for certain enterprise
products and may have to increase prices again in the future. Our inability
to achieve market acceptance of future price increases could have a
material impact on the results of our operations.
ENVIRONMENT
We are subject to various federal, state, local and foreign
environmental laws and regulations governing, among other things,
discharges to air and water, management of hazardous substances, the
handling and disposal of solid and hazardous waste, and the investigation
and remediation of hazardous substance contamination. Because of the nature
of our business, we have incurred, and will continue to incur, costs
relating to compliance with these environmental laws and regulations.
Compliance with current laws and regulations has not had and is not
expected to have a material adverse effect on our financial condition.
However, new laws and regulations, including those regulating the types of
substances allowable in certain of our consumer products, stricter
enforcement of existing laws and regulations, the discovery of previously
unknown contamination or the imposition of new remediation or discharge
requirements could require us to incur costs or become the basis for new or
increased liabilities that could have a material adverse effect on our
business, financial condition and results of operations.
Pursuant to the Comprehensive Environmental Response, Compensation and
Liability Act and similar state statutes, current or former owners or
operators of a contaminated property, as well as companies that generated,
disposed of, or arranged for the disposal of hazardous substances at a
contaminated property, can be held jointly and severally liable for the
costs of investigation and remediation of the contaminated property,
regardless of fault. Certain of our owned facilities, including the Omaha,
Nebraska facility acquired in the Connectivity Solutions acquisition, are
the subject of ongoing investigation and/or remediation of hazardous
substance contamination in the soil and/or groundwater. Costs relating to
these investigations or remediation activities are being indemnified by
prior owners and operators of these facilities. Based on currently
available information and the availability of indemnification, we do not
believe that the costs associated with these contaminated sites will have a
material adverse effect on our business, financial condition or results of
operations. However, our present and former facilities have or had been in
operation for many years and, over such time, these facilities have used
substances or generated and disposed of wastes that are or may be
considered hazardous. Therefore, it is possible that environmental
liabilities may arise in the future which we cannot now predict.
EMPLOYEES
As of February 1, 2004, we employed approximately 4,500 people.
Substantially all employees are located in the United States, but we also
have employees in foreign countries, including Australia, Belgium, Brazil,
Ireland, Singapore, China and The Netherlands.
Connectivity Solutions Manufacturing, Inc., our wholly-owned
subsidiary, which we refer to as CSM, has collective bargaining agreements
with the International Brotherhood of Electrical Workers, which we refer to
as IBEW, System Council T-3 on behalf of its Locals 1614 and 1974. In
connection with our acquisition of Connectivity Solutions, CSM assumed
these agreements, with modifications, effective January 31, 2004. These
collective bargaining agreements expire on May 31, 2006. These collective
bargaining agreements govern the pay, benefits and working conditions for
approximately 1,000 production, maintenance and clerical employees
represented by the two IBEW Locals.
We believe that our relations with our employees and the unions that
represent them are satisfactory.
-9-
AVAILABLE INFORMATION
Our website can be found on the Internet at http://www.commscope.com.
This website contains frequently updated information about us and our
operations. Copies of each of our filings with the Securities and Exchange
Commission on Form 10-K, Form 10-Q and Form 8-K and all amendments to those
reports can be viewed and downloaded free of charge as soon as reasonably
practicable after the reports and amendments are electronically filed with
or furnished to the SEC by accessing http://www.commscope.com and clicking
on Investor Relations/News and then clicking on SEC Filings.
Our website will contain, on or before the time of our 2004 annual
meeting of stockholders, copies of our Code of Ethics and Business Conduct,
Code of Ethics for Principal Executive and Senior Financial and Accounting
Officers (including any subsequent amendments to, or waivers therefrom),
Corporate Governance Guidelines and the Charters of our Nominating and
Corporate Governance, Audit and Compensation Committees, each of which can
be downloaded free of charge.
Our Code of Ethics and Business Conduct, Code of Ethics for Principal
Executive and Senior Financial and Accounting Officers, Corporate
Governance Guidelines, Charters of our Nominating and Corporate Governance,
Audit and Compensation Committees and any of our reports on Form 10-K, Form
10-Q and Form 8-K and all amendments to those reports, can also be obtained
free of charge (other than a reasonable duplicating charge for exhibits to
our reports on Form 10-K, Form 10-Q and Form 8-K) in print by any
stockholder who requests them from our Investor Relations Department:
Investor Relations
CommScope, Inc.
1100 CommScope Place, SE
P.O. Box 339
Hickory, North Carolina 28602
U.S.A.
Phone: +1 828 324 2200
Fax: +1 828 982 1708
E-mail: parmstro@commscope.com
ITEM 2. PROPERTIES
As of December 31, 2003, our principal administrative, production and
research and development facilities were as follows:
o The Hickory, North Carolina facility, which occupies
approximately 84,000 square feet and is owned by us. The Hickory
facility houses our executive offices, sales office and customer
service department and certain corporate and administrative
functions.
o The Catawba, North Carolina facility, which occupies
approximately 1,000,000 square feet and is owned by us. The
Catawba facility manufactures coaxial cables, is the major
distribution facility for our communications cables products and
houses certain administrative and engineering activities, as well
as our private truck fleet.
o The Claremont, North Carolina facility, which occupies
approximately 587,500 square feet and is owned by us. The
Claremont facility manufactures coaxial, copper twisted pair and
fiber optic cables and houses certain of our administrative,
sales and engineering activities.
o The Scottsboro, Alabama facility, which occupies approximately
150,000 square feet and is owned by us. The Scottsboro facility
manufactures coaxial cables.
-10-
o The Statesville, North Carolina facility, which occupies
approximately 315,000 square feet and is owned by us. The
Statesville facility houses certain cable-in-conduit
manufacturing, wire fabrication, recycling, research and
development, and engineering activities.
o The Seneffe, Belgium facility, which occupies approximately
134,000 square feet, including a warehouse, and is owned by us.
The Seneffe facility houses certain coaxial cable manufacturing
and sales activities for HFC, wireless and other applications.
o The Newton, North Carolina facility, which occupies approximately
455,000 square feet of wireless cable manufacturing, office and
warehouse space and is owned by us. This facility houses some of
our administrative, engineering, and research and development
functions as well as manufacturing and sales activities for our
wireless products group.
o The Sparks, Nevada facility, which occupies approximately 225,500
square feet under a lease expiring in 2006 with additional
renewal terms available. The Sparks facility manufactures
cable-in-conduit products and houses regional service and
distribution activities.
o The Jaguariuna, Brazil facility, which occupies approximately
283,000 square feet of manufacturing and office space and is
owned by us. The Jaguariuna facility houses certain coaxial cable
manufacturing and sales activities for HFC, wireless and other
applications.
o We also own a 259,000 square-foot facility in Kings Mountain,
North Carolina that we constructed in the past few years, but are
currently not using. This property is currently being marketed
and offered for sale.
In connection with our acquisition of Connectivity Solutions on
January 31, 2004, we acquired the following additional facilities:
o The Omaha, Nebraska facility, which occupies approximately
2,389,000 square feet and is owned by us. The Omaha facility
manufactures SYSTIMAX(R), ExchangeMAX(R) and ICS products.
o The Bray, Ireland facility, which occupies approximately 130,000
square feet and is owned by us. The Bray facility manufactures
SYSTIMAX(R) products.
o The Brisbane, Australia facility, which occupies approximately
113,000 square feet and is leased by us under leases which expire
beginning in 2008. The Brisbane facility manufactures SYSTIMAX(R)
products.
o The Singapore facility, which occupies approximately 75,000
square feet and is owned by us subject to a ground lease expiring
in 2019. The Singapore facility is for warehousing and
distribution of SYSTIMAX(R) products.
o The Hilversum, The Netherlands facility occupies approximately
68,000 square feet and is leased by us under a lease expiring in
June 2004. The Hilversum facility is for warehousing and
distribution of SYSTIMAX products.
o We also lease an aggregate of approximately 20,000 square feet of
office space internationally for local sales offices, marketing
and operations related offices for our enterprise solutions
products.
o We lease an aggregate of approximately 116,500 square feet of
office space in Richardson, Texas under two leases expiring in
2012 and 2013, respectively. One location is the administrative
headquarters and research and development facility of the
CommScope Enterprise Solutions and CommScope Carrier Solutions
businesses and the other is a research and development facility
for these businesses.
-11-
We believe that our facilities and equipment generally are well
maintained, in good operating condition and suitable for our purposes and
adequate for our present operations. While we currently have excess
manufacturing capacity in our facilities, utilization is subject to change
based on customer demand. We can give no assurances that we will not
continue to have excess manufacturing capacity over the long-term.
Pending regulatory approval we have agreed to acquire Avaya's 60% equity
interest in a joint venture in Tianjin, China, with two Tianjin facilities
that manufacture ExchangeMAX(R) products. One facility totals approximately
35,500 square feet and is owned by the joint venture subject to a ground
lease expiring in 2023, and the other totals approximately 44,000 square
feet and is leased by the joint venture under a lease expiring in June
2004. The joint venture also leases a facility in Qingdao, China of
approximately 6,000 square feet under a year-to-year lease, for which we
have a right of first refusal. The Qingdao facility is for the assembly and
distribution of ExchangeMAX(R) products.
ITEM 3. LEGAL PROCEEDINGS
We are either a plaintiff or a defendant in pending legal matters in
the normal course of business; however, management believes none of these
legal matters will have a materially adverse effect on our business or
financial condition upon their final disposition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the
three months ended December 31, 2003.
EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is certain information with respect to the executive
officers of the Company as of March 11, 2004.
NAME AND TITLE AGE BUSINESS EXPERIENCE
-------------- --- -------------------
Frank M. Drendel 59 Frank M. Drendel has been our Chairman and Chief
Chairman and Chief Executive Officer since July 28, 1997 when we were
Executive Officer spun-off from General Instrument Corporation
(subsequently renamed General Semiconductor, Inc.)
and became an independent company. He has served as
Chairman and President of CommScope, Inc. of North
Carolina, referred to herein as CommScope NC,
currently our wholly-owned subsidiary, from 1986 to
the spin-off and has served as Chief Executive
Officer of CommScope NC since 1976. Prior to that
time, Mr. Drendel has held various positions with
CommScope NC since 1971. Mr. Drendel is a director
of Nextel Communications, Inc., and the National
Cable Telecommunication Association. Mr. Drendel was
inducted into the Cable Television Hall of Fame in
2002.
Brian D. Garrett 55 Brian D. Garrett has been President and Chief
President and Chief Operating Officer of CommScope and CommScope NC
Operating Officer since 1997. He was our Executive Vice President,
Operations from the spin-off until 1997. From 1996
to 1997, he was Executive Vice President and General
Manager of the Network Cable Division of CommScope
NC and Vice President and General Manager of the
Network Cable Division of CommScope NC from 1986 to
1996. Prior to that time, Mr. Garrett has held
various positions with CommScope NC since 1980.
-12-
NAME AND TITLE AGE BUSINESS EXPERIENCE
-------------- --- -------------------
Jearld L. Leonhardt 55 Jearld L. Leonhardt has been our Executive Vice
Executive Vice President President and Chief Financial Officer since 1999.
and Chief Financial Officer He has served as our Executive Vice President,
Finance and Administration from the spin-off until
1999. He was our Treasurer from the spin-off until
1997. He has served as Executive Vice President and
Chief Financial Officer of CommScope NC since 1999.
He has served as Executive Vice President, Finance
and Administration of CommScope NC from 1983 until
1999 and Treasurer of CommScope NC from 1983 until
1997. Prior to that time, Mr. Leonhardt has held
various positions with CommScope NC since 1970.
Randall W. Crenshaw 47 Randall W. Crenshaw has been our Executive Vice
Executive Vice President and President and General Manager, Enterprise
General Manager, Enterprise Solutions, since February 2004. From 2000 to
Solutions February 2004, he served as Executive Vice
President, Procurement, and General Manager,
Network Products Group, of CommScope and CommScope
NC. From the spin-off until 2000, he was Executive
Vice President, Procurement of CommScope and
CommScope NC. From 1994 to 1997, Mr. Crenshaw was
Vice President Operations for the Network Cable
Division of CommScope NC. Prior to that time, Mr.
Crenshaw has held various positions with CommScope
NC since 1985.
William R. Gooden 62 William R. Gooden has been our Senior Vice
Senior Vice President President and Controller since the spin-off. He has
and Controller served as Senior Vice President and Controller of
CommScope NC since 1996 and was Vice President and
Controller from 1991 to 1996. Prior to that time,
Mr. Gooden has held various positions with
CommScope NC since 1978.
Edward A. Hally 54 Edward A. Hally has been Executive Vice President
Executive Vice President and and General Manager, Wireless Solutions, of
General Manager, Wireless CommScope and CommScope NC since October 2002. From
Solutions 2001 to 2002, he served as Senior Vice President
and General Manager for Inktomi Corporation, a
global provider of information-retrieval solutions.
Prior to 2001, he was Corporate Vice President and
General Manager for Motorola GSM System Products
Division and based in the United Kingdom. Prior to
joining Motorola in 1996, he worked in many
capacities at Nortel Networks, ultimately serving
as Vice President/General Manager for Nortel's
Magellan Data Network Business based in Frankfurt,
Germany.
Christopher A. Story 44 Christopher A. Story has been Executive Vice
Executive Vice President, President, Global Broadband Solutions, Operations,
Global Broadband Solutions, of CommScope and CommScope NC since 2000. From 1998
Operations until 2000, he was Senior Vice President, CATV
Operations, of CommScope NC. From 1996 to 1998, he
was Vice President, CATV Operations, of CommScope
NC. Prior to that time, Mr. Story has held various
positions with CommScope NC since 1989.
Gene W. Swithenbank 64 Gene W. Swithenbank has been our Executive Vice
Executive Vice President, President, Global Broadband Solutions, Sales and
Global Broadband Solutions, Marketing since July 2001. Prior to that he was
Sales and Marketing Executive Vice President, CATV Sales and Marketing,
since the spin-off. He has served as Executive Vice
-13-
NAME AND TITLE AGE BUSINESS EXPERIENCE
-------------- --- -------------------
President, CATV Sales and Marketing, of CommScope
NC since 1996. From 1992 to 1996, Mr. Swithenbank
was Senior Vice President, CATV Sales and
Marketing, of CommScope NC. Prior to that time, Mr.
Swithenbank has held various positions with
CommScope NC since 1970.
Frank B. Wyatt, II 41 Frank B. Wyatt, II has been Senior Vice President,
Senior Vice President, General Counsel and Secretary of CommScope and
General Counsel and CommScope NC since 2000. He was Vice President,
Secretary General Counsel and Secretary of CommScope and
CommScope NC from the spin-off until 2000. He was
Vice President of CommScope NC from 1997 to 2000,
and has served as General Counsel and Secretary of
CommScope NC since 1996. From 1987 to 1996, Mr.
Wyatt was an attorney in private law firm practice
with Bell, Seltzer, Park & Gibson, P.A. (now Alston
& Bird LLP).
-14-
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Our common stock is traded on the New York Stock Exchange under the
symbol "CTV." The following table sets forth the high and low sale prices
as reported by the New York Stock Exchange for the periods indicated.
COMMON STOCK
PRICE RANGE
----------------------
HIGH LOW
---------- ----------
2002
First Quarter $ 23.65 $ 14.40
Second Quarter $ 18.40 $ 10.75
Third Quarter $ 12.52 $ 6.12
Fourth Quarter $ 9.77 $ 6.45
2003
First Quarter $ 9.95 $ 6.90
Second Quarter $ 10.69 $ 7.24
Third Quarter $ 13.05 $ 9.05
Fourth Quarter $ 16.95 $ 11.99
As of March 1, 2004, the approximate number of registered stockholders
of record of our common stock was 642.
We have never declared or paid any cash dividends on our common stock.
We do not currently intend to pay cash dividends in the foreseeable future,
but intend to reinvest earnings in our business. Certain of our debt
agreements contain limits on our ability to pay cash dividends on our
common stock.
On January 31, 2004 we issued 1,761,538 shares of our common stock to
Avaya as part of the consideration for our acquisition of the Connectivity
Solutions business from Avaya. These securities were not registered in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933, as amended, based on representations and warranties
by Avaya.
-15-
ITEM 6. SELECTED FINANCIAL DATA
The following table presents our historical selected financial data as
of the dates and for the periods indicated. The data for each of the years
presented are derived from our audited consolidated financial statements.
The information set forth below should be read in conjunction with our
audited consolidated financial statements, our unaudited condensed
consolidated financial statements and related notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere herein. This historical financial data does not reflect
the historical financial information of the Connectivity Solutions
business, or pro forma information relating to our acquisition of
Connectivity Solutions on January 31, 2004, and the related financing, and
therefore may not be indicative of our financial condition and performance
for future periods.
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------
2003 2002 2001 2000 1999
--------- --------- --------- --------- ---------
RESULTS OF OPERATIONS:
Net sales $ 573,260 $ 598,467 $ 738,498 $ 950,026 $ 748,914
Gross profit 114,640 120,555 179,644 251,054 200,106
Impairment charges 31,728 25,096 12,802 - -
Operating income (loss) (8,954) (15,410) 62,874 146,051 117,517
Equity in losses of OFS BrightWave, LLC (61,745) (53,722) (6,922) - -
Net income (loss) (70,560) (67,152) 27,865 84,887 68,077
NET INCOME (LOSS) PER SHARE
INFORMATION:
Weighted average number of Shares outstanding:
Basic 59,231 61,171 52,692 51,142 50,669
Assuming dilution 59,231 61,171 53,500 56,047 52,050
Net income (loss) per share:
Basic $ (1.19) $ (1.10) $ 0.53 $ 1.66 $ 1.34
Assuming dilution $ (1.19) $ (1.10) $ 0.52 $ 1.60 $ 1.31
OTHER INFORMATION:
Net cash provided by operating activities $ 91,444 $ 103,825 $ 158,168 $ 44,924 $ 79,419
Depreciation and amortization 34,162 36,916 40,529 35,799 29,295
Additions to property, plant and
equipment 5,322 22,616 70,841 98,640 57,149
AS OF DECEMBER 31,
------------------------------------------------------------------------
2003 2002 2001 2000 1999
--------- --------- --------- --------- ---------
BALANCE SHEET DATA:
Cash and cash equivalents $ 206,038 $ 120,102 $ 61,929 $ 7,704 $ 30,223
Property, plant and equipment, net 176,290 229,515 277,169 251,356 181,488
Total assets 739,781 772,668 889,005 721,182 582,535
Working capital 280,636 213,971 199,125 209,104 146,952
Long-term debt, including
current maturities 183,300 183,300 194,569 227,436 198,402
Stockholders' equity 455,706 517,535 606,514 374,520 281,344
-16-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of our historical results of operations and
financial condition should be read in conjunction with our consolidated
financial statements and the notes thereto included in this Form 10-K. On
January 31, 2004 we acquired the Connectivity Solutions business of Avaya.
The historical financial and other information included in this
Management's Discussion and Analysis for periods prior to January 31, 2004
reflects the business of CommScope prior to our acquisition of the
Connectivity Solutions business. Because the acquisition of the
Connectivity Solutions business is significant to us, our historical
financial information may not be indicative of our financial condition and
performance for future periods.
OVERVIEW
We, through our wholly owned subsidiaries and equity method investee,
are a leading worldwide designer, manufacturer and marketer of broadband
coaxial cables and other high performance electronic and fiber optic cable
products for cable television, telephony, Internet access, wireless
communications and other broadband services. In January 2004, we acquired
Connectivity Solutions primarily to expand our position in the 'last mile'
of telecommunications, establish a leadership position in the global
enterprise market and enhance our global growth opportunities. The
Connectivity Solutions business is a leading designer, manufacturer and
marketer of physical layer end-to-end structured cabling solutions
supporting local area network applications for enterprises and
telecommunications service providers. We believe that this acquisition
positions us as a leading global provider of cable products and apparatus
to both the enterprise and telecommunications markets.
For the years ended December 31, 2003, 2002 and 2001, the periods
discussed in this Management's Discussion and Analysis, our product groups
were:
o BROADBAND/VIDEO: coaxial, unshielded twisted pair and fiber optic
cables, or combinations of each for broadband cable networks and
video distribution applications such as satellite television and
security surveillance.
o LAN: unshielded twisted pair, coaxial, and fiber optic cables to
transmit data for local area network applications.
o WIRELESS & OTHER TELECOM: coaxial cables used to connect wireless
antennae to transmitters; coaxial, fiber optic and twisted pair
cables for other wireless applications; and coaxial cable for
telephone central office switching and transmissions
applications.
Following our acquisition of the Connectivity Solutions business, we
reorganized our products into four major product groups:
o COMMSCOPE ENTERPRISE SOLUTIONS: end-to-end copper and fiber
connectivity cabling solutions for connecting phones,
workstations, local area networks and other communications
devices through buildings or across campuses and unshielded
twisted pair, coaxial and fiber optic cables to transmit data
for enterprise/LAN networks.
o COMMSCOPE BROADBAND SOLUTIONS: coaxial, unshielded twisted pair
and fiber optic cables, or combinations of each for broadband
cable networks and video distribution applications such as
satellite television and security surveillance.
o COMMSCOPE WIRELESS SOLUTIONS: coaxial cables used to connect
wireless antennae to transmitters and coaxial, fiber optic and
twisted pair cables for other wireless applications.
-17-
o COMMSCOPE CARRIER SOLUTIONS: product solutions designed for
switching and transmission applications in telephone central
offices and secure environmental enclosures used by
telecommunication service providers.
During the periods presented in this Management's Discussion and
Analysis, our primary source of revenue was product sales to cable
television system operators, television service providers, original
equipment manufacturers and distributors. Demand for our cable products
depends primarily on capital spending by cable television operators for
maintaining, constructing and rebuilding or upgrading their systems. The
primary source of revenues for the Connectivity Solutions business are
product sales to large, multinational companies, which are made primarily
through a global network of distributors, system integrators, and value
added resellers. Demand for Connectivity Solutions products depends
primarily on capital spending by enterprises on communications projects in
new buildings or campuses, building expansions or upgrades of network
systems within buildings or campuses.
Our future financial condition and performance will be dependent, in
large part, on our ability to successfully integrate and operate the
Connectivity Solutions business, and on economic conditions in the
industries in which we operate. Our revenues and profitability are affected
by increasing consolidation in the telecommunications industry and the
financial condition of our major customers, which, when economic conditions
decline as has occurred in recent years, may result in write-offs of our
receivables, the impairment of certain of our manufacturing assets and
reductions in our workforce. Our profitability is also affected by the mix
of sales among our various product lines, the type and amount of products
sold, competitive pricing pressures and changes in the market price of our
raw materials, many of which are linked to the commodity markets. We
attempt to mitigate the risk of increases in raw material prices through
effective requirements planning and by working closely with key suppliers
to obtain the best possible pricing and delivery terms. To the extent that
we are unable to pass on cost increases to customers without a significant
decrease in sales, cost increases could have a material effect on our
operations.
In 2001, we invested in OFS BrightWave, and entered into related
supply arrangements with Furukawa, to provide access to optical fiber,
enhance our technology platform and create a strategic partner in optical
fiber and fiber optic cable manufacturing. OFS BrightWave has incurred
substantial losses for the past three years primarily due to the weak
demand for optical fiber and fiber optic cable and the impact of
significant charges related to the impairment of goodwill and certain fixed
and intangible assets as well as restructuring and employee separation
costs. Our results of operations for the past three years were adversely
affected by the significant noncash losses we recognized from our
investment in OFS BrightWave. The losses incurred by OFS BrightWave through
December 31, 2003 reduced our equity in the net assets of OFS BrightWave to
zero. Our share of OFS BrightWave's losses in excess of its equity
investment was recognized for accounting purposes as a reduction of our
notes receivable from OFS BrightWave to $13.4 million as of December 31,
2003. Despite this accounting adjustment, OFS BrightWave's contractual
obligation under the notes receivable remains at $30 million. We expect to
continue to recognize noncash losses from our investment in OFS BrightWave
through 2004.
CRITICAL ACCOUNTING POLICIES
This "Management's Discussion and Analysis of Financial Condition and
Results of Operations" includes a discussion and analysis of our
consolidated financial statements, which have been prepared in conformity
with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. These estimates and their
underlying assumptions form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent
from other objective sources. Management bases its estimates on historical
experience and on assumptions that are believed to be reasonable under the
circumstances and revises its estimates, as appropriate, when changes in
events or circumstances indicate that revisions may be necessary. This
discussion of critical accounting policies addresses our historical
financial data and therefore does not reflect our acquisition of the
Connectivity Solutions business on January 31, 2004, and the related
financing, and therefore may not include all of our critical accounting
policies for future periods.
-18-
Significant accounting estimates reflected in our financial statements
include the allowance for doubtful accounts; reserves for sales returns,
discounts, allowances, and rebates and distributor price protection
reserves; inventory excess and obsolescence reserves; income tax valuation
allowances; impairment reviews for investments, fixed assets, goodwill and
other intangibles; and postretirement benefit obligations. Although these
estimates are based on management's knowledge of and experience with past
and current events and on management's assumptions about future events, it
is reasonably possible that they may ultimately differ materially from
actual results.
Allowance for Doubtful Accounts - We maintain allowances for doubtful
accounts for estimated losses expected to result from the inability of our
customers to make required payments. These estimates are based on
management's evaluation of the ability of our customers to make payments,
focusing on customer financial difficulties and age of receivable balances.
An adverse change in financial condition of a significant customer or group
of customers could materially affect management's estimates related to
doubtful accounts.
Reserves for Sales Returns, Discounts, Allowances and Rebates and
Distributor Price Protection Reserves - We record estimated reductions to
revenue for potential sales returns as well as customer programs and
incentive offerings, such as discounts, allowances, rebates and distributor
price protection programs. These estimates are based on contract terms,
historical experience, inventory levels in the distributor channel, and
other factors. Management believes it has sufficient historical experience
to allow for reasonable and reliable estimation of these reductions to
revenue. However, declining market conditions could result in increased
estimates of sales returns and allowances and potential distributor price
protection incentives, resulting in incremental reductions to revenue.
Inventory Excess and Obsolescence Reserves - We maintain reserves to reduce
the value of inventory based on the lower of the cost or market principle,
including allowances for excess and obsolete inventory. These reserves are
based on management's assumptions about and analysis of relevant factors
including current levels of orders and backlog, shipment experience,
forecasted demand and market conditions. We do not believe our products are
subject to a significant risk of obsolescence in the short term and
management believes it has the ability to adjust production levels in
response to declining demand. However, if actual market conditions become
less favorable than anticipated by management, additional allowances for
excess and obsolete inventory could be required.
Income Tax Valuation Allowances - We establish an income tax valuation
allowance when available evidence indicates that it is more likely than not
that all or a portion of a deferred tax asset will not be realized. In
determining the valuation allowance, we consider the amounts and timing of
future deductions or carryforwards and sources of taxable income that may
enable utilization. We intend to maintain an existing valuation allowance
until sufficient positive evidence exists to support its reversal.
Differences in the timing or amount of future reversals of existing
deferred tax liabilities or in future income may have a material impact on
the amount of a deferred tax asset ultimately realized. If we determine
that we will not be able to realize all or part of a deferred tax asset in
the future, an adjustment to the deferred tax asset valuation allowance
would be charged to income in the period such determination was made.
Impairment Reviews - Management reviews intangible assets, investments, and
other long-lived assets for impairment when events or changes in
circumstances indicate that their carrying values may not be fully
recoverable. Goodwill is tested for impairment annually as of August 31 and
on an interim basis when events or circumstances change. Management
assesses potential impairment of the carrying values of these assets based
on market prices, if available, or assumptions about and estimates of
future cash flows expected to arise from these assets. Operating
performance, market conditions, and other factors may adversely impact
future cash flows. If an impairment is indicated by this analysis, the
impairment charge to be recognized, if any, would be measured as the amount
by which the carrying value exceeds fair value, estimated by management
based on market prices, if available, or forecasted cash flows, discounted
using a discount rate commensurate with the risks involved. Assumptions
related to future cash flows and discount rates involve management judgment
and are subject to significant
-19-
uncertainty. If actual future cash flows, discount rates and other
assumptions used in the assessment and measurement of impairment differ
from management's estimates and forecasts, additional impairment charges
could be required.
Postretirement Benefit Obligations - Our postretirement benefit costs are
developed from actuarial valuations. The most critical assumption inherent
in these valuations is the discount rate. The discount rate is subject to
change each year, consistent with changes in applicable high-quality,
long-term corporate bond indices. Based on the expected duration of the
benefit payments for our pension plans, we base our discount rate on the
Moody's Aa corporate bond rate. Other assumptions include claims costs,
contributions, mortality rates and demographics. Changes in these
assumptions may have a material impact on future postretirement benefit
costs.
COMPARISON OF RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003
WITH THE YEAR ENDED DECEMBER 31, 2002
2003 2002
-------------------- --------------------
% OF % OF
$ NET $ NET DOLLAR %
(MILLIONS) SALES (MILLIONS) SALES CHANGE CHANGE
---------- ----- ---------- ----- ------ ------
Net sales $ 573.3 100.0% $ 598.5 100.0% $ (25.2) (4.2)%
Gross profit 114.6 20.0 120.6 20.2 (6.0) (5.0)
SG&A expense 85.7 14.9 104.7 17.5 (19.0) (18.1)
R&D expense 6.2 1.1 6.2 1.0 - -
Net loss (70.6) (12.3) (67.2) (11.2) (3.4) (5.1)
Net loss per share (1.19) (1.10) (0.09) (8.2)
-20-
NET SALES
Net sales decreased due to lower sales of Broadband/Video Products to
certain domestic broadband service providers and lower sales of fiber optic
cable. This decrease was partially offset by increases in net sales related
to our LAN Products and our Wireless and Other Telecom Products. The
following table presents (in millions) our revenues by broad product group
as well as domestic versus international sales for the years ended December
31, 2003 and 2002:
2003 2002
--------------------- --------------------
% OF NET % OF NET DOLLAR
NET SALES SALES NET SALES SALES CHANGE % CHANGE
--------------------- -------------------- ---------- ---------
Broadband/Video Products $ 449.5 78.4% $ 496.5 83.0% $ (47.0) (9.5)%
LAN Products 93.8 16.4 81.2 13.6 12.6 15.5
Wireless & Other Telecom
Products 30.0 5.2 20.8 3.4 9.2 44.2
--------------------- -------------------- ----------
Total worldwide sales $ 573.3 100.0% $ 598.5 100.0% $ (25.2) (4.2)
===================== ==================== ==========
Domestic sales $ 462.5 80.7% $ 487.0 81.4% $ (24.5) (5.0)%
International sales 110.8 19.3 111.5 18.6 (0.7) (0.6)
--------------------- -------------------- ----------
Total worldwide sales $ 573.3 100.0% $ 598.5 100.0% $ (25.2) (4.2)
===================== ==================== ==========
The decrease in net sales of Broadband/Video Products primarily
resulted from a lower volume of sales to certain domestic broadband service
providers, including Charter Communications, Inc., referred to herein as
Charter, Comcast Corporation, referred to herein as Comcast, and Adelphia
Communication Corporation, referred to herein as Adelphia, in addition to a
significant decline in fiber optic cable pricing. Comcast merged with AT&T
Broadband in November 2002. During the year ended December 31, 2003,
Comcast accounted for approximately 18% of our net sales compared to
approximately 20% of our net sales as if they were combined with AT&T
Broadband for the full year ended December 31, 2002. Accounts receivable
from Comcast comprised approximately 17% of the Company's net accounts
receivables as of December 31, 2003, compared to 23%, as of December 31,
2002. International sales, primarily for Broadband/Video Products, were
relatively stable. While we do not expect rapid recovery in the
international markets, we remain optimistic about the long-term
opportunities for broadband cable because the global business environment
appears to be improving. At the same time, we face increased pricing
pressure for coaxial cable, a key component of our Broadband/Video
Products, as a result of ongoing competitive pressures. We also expect
ongoing pricing pressure and weak demand industry wide for fiber optic
cable products for broadband applications through 2004.
The increase in net sales of LAN Products was primarily driven by a
higher volume of sales of fiber optic cable and improved project business.
We believe that the business environment for our LAN products is improving
based on the improvement in general economic conditions, which has led to
increased spending by our customers. Additionally, we announced two price
increases for our LAN Products in the first quarter of 2004 as a result of
significant increases in the cost of certain raw materials.
-21-
The increase in net sales of Wireless and Other Telecom Products was
mainly due to a higher volume of sales primarily in wireless products. The
improvement in general economic conditions has led to increased spending by
the major wireless carriers. In addition, we have developed relationships
with new customers, who are generally purchasing larger diameter products,
which have comparatively higher prices. We believe we continue to make
steady progress communicating the Cell Reach(R) value proposition to new
and existing customers, both domestically and internationally. While we
expect sales of wireless products to be somewhat volatile since customer
spending is mainly project-driven, we remain optimistic about our long-term
global wireless opportunities primarily as a result of improving global
economic conditions.
GROSS PROFIT (NET SALES LESS COST OF SALES)
Although gross profit declined by approximately 5% primarily due to
lower sales, gross profit margin remained stable at 20% of net sales. An
increase in the cost of certain raw materials was offset by cost savings
due to the reduction in workforce in 2002 and early 2003 detailed below. We
expect the rising cost of raw materials such as plastics and polymers,
which are derived from oil and natural gas, and copper to result in
increased cost of sales. Although we expect to recover these costs by
raising prices of certain products, the inability to achieve market
acceptance of the price increases could result in lower gross profit and
gross profit margin.
While gross profit margins for Broadband/Video and LAN Products were
relatively stable, gross profit margins for Wireless and Other Telecom
Products increased significantly. However, gross profit margins for
Wireless and Other Telecom Products are below corporate average and are
volatile as a result of aggressive competition, mix and ongoing pricing
pressures.
We reduced our workforce by approximately 200 employees, or 8%, during
the third quarter of 2002. In December 2002, we announced an additional
reduction of our workforce of approximately 150 employees, or 5%, that was
effective in January 2003. The reductions were primarily in response to the
challenging global business environment. We recorded total pretax charges
related to these workforce reductions of approximately $2.2 million in cost
of sales for employee termination benefits during 2002.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
The higher selling, general and administrative expense, referred to
herein as SG&A, in 2002 was primarily due to the bad debt expense incurred
in 2002 related to the write-off of Adelphia receivables, which totaled
$21.4 million. Excluding the Adelphia write-off, SG&A expense increased
$2.4 million, or 3%, during 2003, which was primarily driven by higher
insurance premiums and increased incentive compensation and other employee
benefit costs. SG&A expenses for the year ended December 31, 2003 also
included approximately $0.6 million related to the then pending acquisition
of Connectivity Solutions. We have taken charges for doubtful accounts as a
result of the difficult market environment based on our analysis of
customer financial difficulties, age of receivable balances, and other
relevant factors.
RESEARCH AND DEVELOPMENT
Research and development, referred to herein as R&D, expense as a
percentage of net sales remained stable at approximately 1% of net sales.
During 2003, our major R&D projects consisted of research and engineering
activities related to expanding our drop cable and LAN optical fiber
product offerings. We also are focused on developing more cost effective
product designs.
IMPAIRMENT CHARGES FOR FIXED ASSETS AND INVESTMENTS
During 2003, we concluded that certain manufacturing assets had
uncertain use to us in the foreseeable future and initiated a formal
impairment review of these assets. Most of these assets were used in or
acquired for use in the manufacture of our Broadband/Video Products, which
have been adversely affected by the difficult global business environment
in telecommunications and an ongoing
-22-
decline in demand both domestically and internationally. Based primarily on
third party appraisals, we recognized pretax impairment charges in the
amount of $23.0 million, or $0.25 per share, net of tax, related to these
specifically identified assets.
In addition, our Brazilian operation, which primarily manufactures
Broadband/Video Products, has experienced declining local demand in
addition to reduced export sales and profitability resulting from pricing
and competitive pressures primarily due to the recent impact of unfavorable
local currency fluctuations. As a result, we performed a test of
recoverability for the Brazilian manufacturing assets during 2003. Based on
third party appraisals, we recognized pretax impairment charges in the
amount of $8.7 million, or $0.09 per share, net of tax, related to
Brazilian manufacturing assets.
In total, we recognized pretax impairment charges for fixed assets in
the amount of $31.7 million, or $0.34 per share, net of tax, during the
second quarter of 2003. The breakdown of these impairment charges was as
follows (in millions):
Domestic broadband cable manufacturing assets $ 21.4
Brazilian manufacturing assets 8.7
Other domestic manufacturing assets 1.6
-------
Total impairment charges $ 31.7
======
Due to the difficult business environment in telecommunications and
the continuing decline in demand for our products, we performed a test of
recoverability for our long-lived assets during 2002. As a result of this
impairment test described below, we recognized pretax impairment charges
for fixed assets in the amount of $25.1 million, or $0.26 per share, net of
tax, during 2002. The break-down of these impairment charges was as follows
(in millions):
Wireless cable manufacturing assets $ 15.1
Fiber optic cable manufacturing assets 5.3
Other telecommunications cable manufacturing assets 3.0
Other manufacturing assets 1.7
-------
Total impairment charges $ 25.1
======
Our long-term undiscounted cash flow forecasts indicated that the
carrying amounts of fixed assets used to manufacture our wireless, fiber
optic cable and other telecom products may not be recoverable as of
September 30, 2002. In addition, our quarterly review of idle and obsolete
fixed assets indicated additional impairment for specifically identified
manufacturing equipment. The impairment loss recognized in the third
quarter of 2002 was measured as the amount by which the carrying values of
the impaired assets exceeded their respective fair values. Fair values were
determined using the best available information, including independent
appraisal, third-party and internal market value estimates, and discounted
cash flows.
NET INTEREST EXPENSE
Net interest expense for the year ended December 31, 2003 was $5.8
million, compared to $6.7 million for 2002. Our weighted average effective
interest rate on outstanding borrowings, including amortization of
associated loan fees, was 4.85% as of December 31, 2003, compared to 4.29%
as of December 31, 2002. Although our average interest rate increased, net
interest expense decreased primarily due to lower average outstanding
balances on long-term debt.
INCOME TAXES
Our effective income tax rate was 37% for the years ended December 31,
2003 and 2002.
-23-
EQUITY IN LOSSES OF OFS BRIGHTWAVE, LLC
For the years ended December 31, 2003 and 2002, our share of the
losses of OFS BrightWave was approximately $98.2 million and $85.4 million,
pretax, respectively. Since OFS BrightWave has elected to be taxed as a
partnership, we recorded a tax benefit related to our share in the
flow-through losses of approximately $36.3 million and $31.5 million for
the years ended December 31, 2003 and 2002, respectively.
OFS BrightWave operates in some of the same markets we do and its
financial results were also adversely affected by the ongoing difficult
global business conditions. As a result, OFS BrightWave incurred pretax
losses of $585 million and $464 million during the years ended December 31,
2003 and 2002, respectively. The 2003 losses included charges of $477
million related primarily to the impairment of certain fixed assets and
intangible assets, restructuring and employee separation costs. The 2002
losses included charges of $217 million, net of a $32 million tax benefit
from losses generated by a domestic c-corporation subsidiary of OFS
BrightWave, for the write-off of goodwill and certain fixed assets,
restructuring and employee separation costs and other cost reduction
activities.
Due primarily to the difficult market environment for certain
telecommunications products and challenging global economic conditions, we
expect ongoing pricing pressure and weak global demand for fiber optic
cable products through 2004. While we believe that OFS BrightWave has
reduced its cost structure through restructuring efforts, we believe that
OFS BrightWave will continue to incur losses through 2004, and as a result,
we expect to continue to recognize noncash losses from our investment in
OFS BrightWave. Despite these expected losses, we believe our investment in
OFS BrightWave and our strategic relationship with Furukawa have enhanced
our competitive position with the domestic broadband and LAN service
providers.
In addition, OFS BrightWave is party to manufacturing and supply
agreements with OFS Fitel, an indirect, wholly-owned subsidiary of
Furukawa. As a result of Furukawa's controlling interest in both ventures,
it has significant influence over the structure and pricing of these
agreements. Future changes in these terms, over which we have limited
influence, could have a material impact on the profitability of OFS
BrightWave and ultimately on our results of operations.
Furukawa recently stated that it believes it is in the last stages of
restructuring the OFS business. Among other actions, OFS BrightWave plans
to move certain cable production from the Norcross facility to the
Carrollton facility during the next few months. While we believe that these
restructuring actions are appropriate, they could reduce our ownership
interest in OFS BrightWave because we do not intend to make further
investments in OFS BrightWave. A reduction in our ownership percentage has
no effect on our contractual right to sell our ownership interest in OFS
BrightWave to Furukawa in 2006 for a cash payment equal to our original
investment in and advances to OFS BrightWave.
-24-
COMPARISON OF RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002
WITH THE YEAR ENDED DECEMBER 31, 2001
2002 2001
-------------------- --------------------
% OF % OF
$ NET $ NET DOLLAR %
(MILLIONS) SALES (MILLIONS) SALES CHANGE CHANGE
-------------------- -------------------- --------- ---------
Net sales $ 598.5 100.0% $ 738.5 100.0% $ (140.0) (19.0)%
Gross profit 120.6 20.2 179.6 24.3 (59.0) (32.9)
SG&A expense 104.7 17.5 83.5 11.3 21.2 25.4
R&D expense 6.2 1.0 7.1 1.0 (0.9) (12.7)
Net income (loss) (67.2) (11.2) 27.9 3.8 (95.1) (340.9)
Net income (loss)
per share (1.10) 0.52 (1.62) (311.5)
NET SALES
Net sales decreased due to the challenging global business environment
in telecommunications, which continues to result in reduced demand for many
product lines both domestically and internationally. Additionally, net
sales were impacted by reduced shipments to Adelphia and ongoing
competitive pricing pressures for fiber optic cable, wireless and other
telecommunications products. The following table presents (in millions) our
revenues by broad product group as well as domestic versus international
sales for the years ended December 31, 2002 and 2001:
2002 2001
--------------------- --------------------
% OF NET % OF NET DOLLAR
NET SALES SALES NET SALES SALES CHANGE % CHANGE
--------------------- -------------------- ---------- ---------
Broadband/Video Products $ 496.5 83.0% $ 588.3 79.7% $ (91.8) (15.6)%
LAN Products 81.2 13.6 88.3 12.0 (7.1) (8.0)
Wireless & Other Telecom
Products 20.8 3.4 61.9 8.3 (41.1) (66.4)
--------------------- -------------------- ----------
Total worldwide sales $ 598.5 100.0% $ 738.5 100.0% $ (140.0) (19.0)
===================== ==================== ==========
Domestic sales $ 487.0 81.4% $ 565.2 76.5% $ (78.2) (13.8)%
International sales 111.5 18.6 173.3 23.5 (61.8) (35.7)
--------------------- -------------------- ----------
Total worldwide sales $ 598.5 100.0% $ 738.5 100.0% $ (140.0) (19.0)
===================== ==================== ==========
-25-
The decrease in net sales of Broadband/Video Products was primarily
attributable to lower sales volumes, and was significantly affected by the
downturn in international demand. During the year ended December 31, 2002,
Comcast, as if combined with AT&T Broadband for the full year, accounted
for approximately 20% of our net sales, compared to approximately 10% of
our net sales as if they were combined for the full year ended December 31,
2001. The impact of increased sales to Comcast, on a pro forma basis for
the full year, was more than offset by lower shipments to Adelphia and
Charter, in addition to lower sales of fiber optic cable. Domestic
Broadband/Video sales decreased approximately 7% year over year. The
decrease in domestic sales of Broadband/Video Products was driven primarily
by reduced shipments to Adelphia and Charter and significant pricing
pressures for fiber optic cable. International sales, primarily for
Broadband/Video Products, also declined year over year with sales down in
nearly all regions mainly due to the difficult global business environment.
The decrease in sales of LAN Products was primarily driven by lower
volume resulting from year-end inventory reductions by distributors and
pricing pressure due to difficult market conditions. Although our sales
were impacted by the loss of Graybar Electric Company, Inc., previously one
of our leading distribution channels for LAN and other video-related
products, we believe that we were able to offset the lost sales in LAN
Products by redirecting project business and utilizing our strong brand
recognition.
The decrease in net sales of Wireless and Other Telecom Products was
primarily due to the combination of lower volume and pricing pressure. The
general slowdown in telecommunications capital spending and the inability
of certain customers to get financing for their projects has had a
significant impact on sales of our Wireless Products, and we have
experienced aggressive competition in the wireless market.
GROSS PROFIT (NET SALES LESS COST OF SALES)
The decreases in gross profit and gross profit margin were primarily
due to lower sales volumes and competitive pricing pressure for certain
products, including fiber optic cable and LAN Products.
We reduced our workforce by approximately 200 employees, or 8%, during
the third quarter of 2002. In December 2002, we announced an additional
reduction of our workforce of approximately 150 employees, or 5%, that was
effective in January 2003. The reductions were primarily in response to the
challenging global business environment. We recorded total pretax charges
related to these workforce reductions of approximately $2.2 million in cost
of sales for employee termination benefits during 2002.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
The increase in SG&A expense was primarily due to the increase in bad
debt expense related to the write-off of Adelphia receivables in 2002,
which totaled $21.4 million. Excluding the Adelphia write-off, SG&A expense
declined slightly for the year ended December 31, 2002 compared to the year
ended December 31, 2001. We believe we have taken appropriate charges for
doubtful accounts as a result of the difficult market environment based on
our analysis of customer financial difficulties, age of receivable
balances, and other relevant factors.
The increase in SG&A expense as a percentage of net sales, excluding
the write-off of Adelphia receivables in 2002, was primarily due to sales
declining faster than sales and marketing expenses, as well as our ongoing
investment in our information technology infrastructure.
RESEARCH AND DEVELOPMENT
R&D expense as a percentage of net sales remained stable at 1.0% for
the year ended December 31, 2002 compared to the year ended December 31,
2001. During 2002, our major projects consisted of research and engineering
activities related to developing new and more cost effective cable designs.
Also, we continued research and engineering activities related to the
production of certain copper clad metals in order to advance the design of
those materials and related processes to the point that they meet specific
functional and economic requirements. We undertook this project in an
effort to reduce
-26-
material costs and reliance on limited sources of key raw materials and
incorporated the new designs and related processes into production during
the third quarter of 2002.
TERMINATED ACQUISITION COSTS
Our acquisition of an 18.4% ownership interest in OFS BrightWave as of
November 16, 2001 was restructured from a previously contemplated joint
venture arrangement announced July 24, 2001. Under the originally
contemplated arrangement, we would have formed two joint ventures with
Furukawa to acquire certain fiber optic cable and transmission fiber assets
of Lucent's OFS Group. Given the uncertain economic environment and severe
downturn in the telecommunications market as well as associated
difficulties in the financing markets following the September 11, 2001
tragedy, we agreed with Furukawa to restructure the joint venture
arrangements, resulting in a reduced ownership participation for us. As a
result of the restructuring of this venture, we recorded pretax charges of
approximately $8.0 million, or $0.09 per diluted share, net of tax, during
2001, related to financing and formation costs of the original joint
venture arrangements, which are not capitalizable as part of our investment
in the restructured venture.
IMPAIRMENT CHARGES FOR FIXED ASSETS AND INVESTMENTS
As described above, due to the difficult business environment in
telecommunications and the continuing decline in demand for our products,
we performed a test of recoverability for our long-lived assets during
2002. As a result of this impairment test, we recognized pretax impairment
charges for fixed assets in the amount of $25.1 million, or $0.26 per
share, net of tax, during 2002.
During 2001 we recorded pretax charges of approximately $12.8 million,
or $0.18 per diluted share, net of tax, related to the impairment of
certain assets. Management identified specific assets that were determined
to have no future use in our operations and assets whose anticipated
undiscounted future cash flows were less than their carrying values. These
impairment adjustments included equipment charges and a write-down of our
Kings Mountain facility, which was under construction. The impairment
charges also included the write-off of an investment in a wireless
infrastructure project management company, which has been substantially
liquidated and whose fair value was determined to be zero. The tax benefit
of the capital loss arising from impairment of this investment has been
offset by a valuation allowance due to uncertainty about our ability to
utilize this tax deduction.
NET INTEREST EXPENSE
Net interest expense for the year ended December 31, 2002 was $6.7
million, compared to $7.5 million for 2001. Our weighted average effective
interest rate on outstanding borrowings, including amortization of
associated loan fees, was 4.29% as of December 31, 2002, compared to 4.61%
as of December 31, 2001. The decrease in net interest expense was primarily
due to lower average outstanding balances on long-term debt and lower
variable interest rates.
INCOME TAXES
Our effective income tax rate was 37% for the years ended December 31,
2002 and 2001.
EQUITY IN LOSSES OF OFS BRIGHTWAVE, LLC
For the year ended December 31, 2002, our 18.4% equity interest in the
losses of OFS BrightWave was approximately $85.4 million, pretax. For the
six week period from November 17, 2001 to December 31, 2001, our 18.4%
equity interest in the losses of OFS BrightWave was approximately $11.3
million, pretax. Since OFS BrightWave has elected to be taxed as a
partnership, we recorded a tax benefit related to our 18.4% equity interest
in the flow-through losses of approximately $31.5 million for the year
ended December 31, 2002 and approximately $4.2 million for the six week
period ended December 31, 2001.
-27-
Although OFS BrightWave benefited from revenue expansion and cost
reduction efforts during 2002, OFS BrightWave operates in some of the same
markets we do and its financial results were also adversely affected by the
downturn in the global economy and the telecommunications industry. Due
primarily to these conditions, OFS BrightWave incurred losses of $464
million during the year ended December 31, 2002, nearly half of which
resulted from charges for the write-off of goodwill and certain fixed
assets, restructuring and employee separation costs and other cost
reduction activities. The total of these charges recognized by OFS
BrightWave during 2002 was $217 million, net of a $32 million tax benefit
from losses generated by a domestic c-corporation subsidiary of OFS
BrightWave. The losses of approximately $61 million incurred by OFS
BrightWave during the six-week period ended December 31, 2001 were impacted
by nonrecurring startup and organizational costs of approximately $15
million, related to the write-off of in-process research and development,
separation from Lucent and commencement of independent operations.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW OVERVIEW
Our principal sources of liquidity both on a short-term and long-term
basis are cash and cash equivalents, cash flows provided by operations and
availability under credit facilities. Reduced sales and profitability could
reduce cash provided by operations and limit availability under credit
facilities. In addition, increases in working capital, excluding cash and
cash equivalents, related to increasing sales could reduce our operating
cash flows in the short term until cash collections of accounts receivable
catch up to the higher level of billings.
DOLLAR
2003 2002 CHANGE % CHANGE
------- ------- -------- --------
Cash and cash equivalents $ 206.0 $ 120.1 $ 85.9 71.5%
Net cash provided by operating activities 91.4 103.8 (12.4) (11.9)
Working capital, excluding cash 74.6 93.9 (19.3) (20.6)
Capital expenditures 5.3 22.6 (17.3) (76.5)
Long-term debt, including current maturities 183.3 183.3 - -
Book capital structure 639.0 700.8 (61.8) (8.8)
Long-term debt as a % of Book capital
structure 28.7% 26.2%
The increase in cash and cash equivalents was driven by cash flows
from operating activities, which included initial proceeds of $12.5 million
from the assignment of our trade claims against Adelphia and its affiliates
to a third party in 2003 and a $13.5 million tax refund, which primarily
related to the carryback of 2002 deductible losses from OFS BrightWave and
the write-off of Adelphia receivables. Our cash balance decreased in the
first quarter of 2004 as a result of the $150 million cash payment to Avaya
for the acquisition of Connectivity Solutions, which was effective as of
January 31, 2004.
OPERATING ACTIVITIES
Net cash provided by operating activities decreased year over year
primarily due to more stable accounts receivable and inventory levels in
2003 compared to 2002. In 2002, both accounts receivable and inventory
levels declined from December 31, 2001 levels partly due to lower sales in
2002 than 2001
-28-
and partly due to improved receivables collections. We expect to incur cash
charges of up to $25 million, primarily during the first six months of
2004, for startup, transition and other costs related to the acquisition of
the Connectivity Solutions business. However, the impact of purchase
accounting adjustments, which we expect will significantly affect operating
results during the first half of 2004, are primarily noncash in nature.
The decrease in working capital, excluding cash, was primarily due to
receipt of a $13.5 million tax refund in 2003, as discussed above, which
was recorded in other current assets as of December 31, 2002. Excluding
this $13.5 million tax receivable, working capital was stable year over
year at 13% of net sales. We expect working capital to increase as a
percentage of sales in 2004 as a result of the Connectivity Solutions
acquisition. However, we believe that we can improve working capital
performance of the Connectivity Solutions business by reducing inventory
and improving inventory turnover.
INVESTING ACTIVITIES
Capital expenditures in 2002 included the acquisition of a previously
leased corporate office building for $12.8 million. The additional capital
spending during 2003 and 2002 was primarily for projects related to
vertical integration, capacity expansion, and equipment upgrades. We
currently expect total capital expenditures, including spending for the
Connectivity Solutions business, to be approximately $30 million in 2004,
primarily for cost reduction efforts, information technology initiatives
and additional production capability in Asia. We expect total capital
expenditures, including spending for the Connectivity Solutions business,
to remain at a level below consolidated depreciation and amortization
expense for the next several years.
FINANCING ACTIVITIES
As of November 4, 2002, we terminated our amended $250 million
revolving credit agreement, which was scheduled to expire on December 31,
2002. We then entered into a $100 million secured credit facility that
closed January 10, 2003. The facility was not drawn at December 31, 2003.
We had availability under this facility of approximately $50 million at
December 31, 2003. We replaced this facility on January 31, 2004 in
connection with our acquisition of Connectivity Solutions as described
below.
Effective January 31, 2004, we completed the acquisition from Avaya of
substantially all of the assets, subject to current liabilities, of
Connectivity Solutions except for certain international operations that are
expected to be completed later this year. The total purchase price
consisted of $250 million in cash, subject to post-closing adjustments, and
approximately 1.8 million shares of our common stock. Those shares were
valued at $32.4 million. We have received a demand from Avaya for
registration of those shares and we will proceed in accordance with the
terms of the related registration rights agreement. Additionally, as part
of the transaction we assumed up to $65 million of other specified
liabilities of Connectivity Solutions primarily related to employee
benefits.
The cash portion of the purchase price for the Connectivity Solutions
business consisted of $150 million from our existing cash balances and $100
million from borrowings under a new 5-year $185 million senior secured
credit facility. The new secured credit facility, which amended and
restated our previous secured credit facility, is comprised of a $75
million term loan and a $110 million revolving credit facility. The senior
secured credit facility is secured by substantially all of our assets, is
guaranteed by all of our material domestic subsidiaries and contains
certain financial and restrictive covenants. The term loan facility is
required to be repaid by us in consecutive quarterly installments of $3.75
million from March 31, 2004 to September 30, 2004, $11.75 million on
December 31, 2004 and $3.25 million on each quarterly payment date
thereafter with a final payment of all outstanding principal and interest
on December 31, 2008. The revolving loan and term loan under our senior
secured credit facility become immediately due and payable if our 4%
convertible subordinated notes are not converted into shares of our stock
or repaid in full by June 2006. The interest rate on the $75 million term
loan facility is, at our option, either the Eurodollar rate plus 2.250% to
3.250%, or the Alternative Base Rate plus 0.750% to 1.750%, in each case
based on our fixed charge coverage ratio. The interest rate on the $110
million revolving credit
-29-
facility is, at our option, either the Eurodollar rate plus 2.00% to 3.00%
or the Alternative Base Rate plus 0.500% to 1.500%, in each case based on
our fixed charge coverage ratio. Our ability to borrow under this
revolving credit facility depends on the amount of our borrowing base,
which is determined as specified percentages of our eligible receivables
and inventory less certain reserves. Following the $150 million cash
payment for the acquisition of Connectivity Solutions, which was effective
as of January 31, 2004, we had cash balances of approximately $64 million
and availability under this new revolving credit facility of approximately
$34 million, net of outstanding borrowings, and, although we were not
required to perform covenant testing as of this date, we believe we were in
compliance with all of our covenants.
As of October 9, 2002, we, together with Furukawa, purchased 10.2
million shares of our common stock from Lucent. The total purchase price
paid to Lucent by us and Furukawa on October 9, 2002 for the 10.2 million
shares was approximately $53.0 million, or $5.20 per share. Of the total
10.2 million shares of our common stock purchased from Lucent, Furukawa
purchased approximately 7.7 million shares, which we understand it plans to
hold for investment purposes. We repurchased the remaining approximately
2.5 million shares, which are currently classified as treasury stock. We
funded our $13.2 million repurchase using existing cash balances. As of
December 31, 2003 and 2002, Furukawa owned approximately 13% of our
outstanding common stock.
In conjunction with this stock purchase, we also entered into
agreements with Furukawa that outline various investment terms, including
resale restrictions, registration rights, standstill provisions, as well as
call and limited put rights related to our shares held by Furukawa.
Additionally, we agreed with Furukawa to change from 2004 to 2006 the date
when we could first exercise our contractual right to sell our investment
in OFS BrightWave to Furukawa for a cash payment equal to our original
investment in and advances to OFS BrightWave. If we exercise our
contractual right to sell our ownership interest in OFS BrightWave to
Furukawa, Furukawa would, at that time, have the right to require us to
purchase the 7.7 million shares of our common stock owned by Furukawa for
an aggregate price of $45.8 million.
FUTURE CASH NEEDS
We expect that our primary future cash needs will be to fund working
capital, transition, startup and other costs related to the acquisition of
Connectivity Solutions, capital expenditures, debt service, and employee
obligations. We expect to incur transition and other costs related to our
recent acquisition of the Connectivity Solutions business of approximately
$25 million, primarily for information technology, transition services and
other acquisition-related costs. We expect to incur most of these
transition costs during the first and second quarters of 2004. In addition,
we have assumed up to $65 million of other specified liabilities in this
transaction, primarily related to employee benefits. These noncurrent
employee benefit liabilities will be funded with cash flow from future
operations.
We believe that our existing cash and cash flows from operations,
combined with availability under our senior secured revolving credit
facility, will be sufficient to meet our presently anticipated future cash
needs. We may, from time to time, borrow under our revolving credit
facility or issue securities, if market conditions are favorable, to meet
our future cash needs or to reduce our borrowing costs.
-30-
CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations as of
December 31, 2003 (in millions):
AMOUNT OF PAYMENTS DUE PER PERIOD
-----------------------------------------------------------------
TOTAL PAYMENTS LESS THAN
CONTRACTUAL OBLIGATIONS DUE 1 YEAR 1-3 YEARS 3-5 YEARS AFTER 5 YEARS
---------------------------------------------------------------------------------
Long-term debt $ 183.3 $ - $ 172.5 $ - $10.8
Operating leases 14.4 4.0 5.5 3.0 1.9
Purchase obligations 1.3 1.3 - - -
Pension liabilities 6.5 0.2 0.4 0.4 5.5
Postretirement benefit liabilities 23.9 0.2 0.8 1.4 21.5
Foreign currency derivative 6.0 - - - 6.0
---------------------------------------------------------------------------------
Total contractual obligations $ 235.4 $ 5.7 $ 179.2 $ 4.8 $45.7
=================================================================================
In addition to the contractual obligations listed above, we are
contractually obligated to pay $6.9 million per year through 2006 for
interest on our $172.5 million convertible notes.
EFFECTS OF INFLATION AND CHANGING PRICES
We continually attempt to minimize any effect of inflation on earnings
by controlling our operating costs and selling prices. During the past few
years, the rate of inflation has been low and has not had a material impact
on our results of operations.
The principal raw materials purchased by us (fabricated aluminum,
plastics and polymers, bimetals, copper and optical fiber) are subject to
changes in market price as these materials are linked to the commodity
markets. Prices for copper, fluoropolymers and certain polymers derived
from oil and natural gas have increased substantially over the last twelve
months. As a result, we have significantly increased our prices for certain
enterprise products and may have to increase prices again in the future. To
the extent that we are unable to pass on cost increases to customers
without a significant decrease in sales, the cost increases could have a
material impact on the results of our operations.
OTHER
We are either a plaintiff or a defendant in pending legal matters in
the normal course of business; however, we believe none of these legal
matters will have a materially adverse effect on our financial statements
upon final disposition. In addition, we are subject to various federal,
state, local and foreign environmental laws and regulations governing the
use, discharge, disposal and remediation of hazardous materials. Compliance
with current laws and regulations has not had, and is not expected to have,
a materially adverse effect on our financial condition or results of
operations.
NEWLY ISSUED ACCOUNTING STANDARDS
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure--an amendment of FASB
Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting for
Stock-Based Compensation," to provide three alternative methods of
transition for an entity that voluntarily adopts the fair value based
method of accounting for stock-based employee compensation. SFAS No. 148
also amends the disclosure provisions of SFAS No. 123 to require prominent
disclosure about the effects on reported net income of an entity's
accounting policy decisions with respect to stock-based employee
compensation. Finally, SFAS No. 148 amends APB Opinion No. 28, "Interim
Financial Reporting," to require disclosure about those effects in interim
financial information. The provisions related to the alternative transition
methods and the new disclosure requirements were effective for us as of
December 31, 2002. There was no impact on our financial condition or
results of
-31-
operations as a result of the adoption of SFAS No. 148, but the Company's
disclosures related to stock-based compensation have been modified in
accordance with the new requirements. The interim reporting provisions of
SFAS No. 148 were effective for us as of March 31, 2003, and we modified
our quarterly disclosures in accordance with the new requirements.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities," which is an interpretation
of ARB No. 51, "Consolidated Financial Statements." FIN 46 addresses how to
identify a variable interest entity and provides guidance on when such an
entity should be consolidated by an enterprise. In December 2003, the FASB
issued a revision of FIN 46 ("FIN 46R") to clarify some of the provisions
of the Interpretation and to exempt certain entities from its requirements.
We do not currently hold an interest in a variable interest entity; thus,
the initial application of FIN 46 and FIN 46R did not affect our results of
operations, financial position or disclosures.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies financial accounting and reporting for derivative
instruments and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 149 clarifies the
conditions under which a contract with an initial net investment meets the
characteristic of a derivative; clarifies when a derivative contains a
financing component; amends the definition of an underlying to conform it
to language used in FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others;" and amends certain other existing pronouncements.
This Statement was effective for contracts entered into or modified by us
after September 30, 2003 and for hedging relationships designated by us
after September 30, 2003. All provisions of this Statement will be applied
prospectively. The application of this Statement is not expected to have a
material effect on our results of operations or financial position.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
This Statement establishes standards for the classification and measurement
of certain financial instruments with characteristics of both liabilities
and equity. It clarifies when an issuer must classify certain financial
instruments as liabilities (or as assets, in some circumstances), rather
than including them within stockholders' equity or separately classifying
them as mezzanine equity. This Statement was effective for financial
instruments entered into or modified by us after May 31, 2003, and
otherwise was effective for us in the third quarter of 2003. We have not
issued any financial instruments within the scope of SFAS No. 150;
therefore, the application of SFAS No. 150 did not affect our results of
operations, financial position or disclosures.
In December 2003, the FASB issued a revised SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits--an amendment
of FASB Statements No. 87, 88, and 106." This Statement revises employers'
disclosures about pension plans and other postretirement benefit plans. It
does not change the measurement or recognition of those plans required by
SFAS No. 87, "Employers' Accounting for Pensions;" SFAS No. 88, "Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension
Plans and for Termination Benefits;" and SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." This Statement
retains the disclosure requirements contained in SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits," which it
replaces. Additional disclosures have been added including information
describing the types of plan assets, investment strategy, measurement
dates, plan obligations, cash flows, and components of net periodic benefit
cost recognized during interim periods. Except as noted below, this
Statement was effective for us as of December 31, 2003. The interim-period
disclosures are effective for us beginning with the interim period ending
March 31, 2004. Disclosure of certain information regarding our foreign
defined benefit plan is effective for the fiscal year ending December 31,
2004. Disclosure of the estimated future benefits is also deferred until
the fiscal year ending December 31, 2004. We will adjust our current and
future annual disclosures and future interim disclosures in accordance with
this Statement.
-32-
EUROPEAN MONETARY UNION -- EURO
Effective January 1, 1999, 12 member countries of the European
Monetary Union established fixed conversion rates between their existing
sovereign currencies, and adopted the euro as their new common legal
currency. As of that date, the euro began trading on currency exchanges.
The legacy currencies of the participating countries remained legal tender
for a transition period between January 1, 1999 and January 1, 2002. We
conduct business in member countries.
During the transition period, cashless payments (for example, wire
transfers) could be made in the euro, and parties to individual
transactions could elect to pay for goods and services using either the
euro or the legacy currency. Between January 1, 2002 and February 28, 2002,
the participating countries introduced euro notes and coins and will
eventually withdraw all legacy currencies so that they will no longer be
available. European legislation provides that, unless otherwise agreed, the
introduction of the euro will not, by itself, give any party to a contract
the right to terminate the contract, or to demand renegotiation of the
terms.
As of December 31, 2003, we believe we have adequately addressed the
issues involved with the introduction of the euro. Among the issues which
we faced were the assessment and conversion of information technology
systems to allow for transactions to take place in both the legacy
currencies and the euro and the eventual elimination of legacy currencies.
We have also modified certain existing contracts, if required, and have
revised our pricing/marketing strategies in the affected European markets
to the extent necessary for the introduction of the euro. In addition, our
Belgian subsidiary successfully completed the conversion of its financial
systems and share capital to the euro. We do not believe the euro
conversion has had or will have a materially adverse effect on our
business, results of operations, cash flows or financial condition.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have established a risk management strategy that includes the
reasonable use of derivative and non-derivative financial instruments
primarily to manage our exposure to market risks resulting from adverse
fluctuations in commodity prices, interest rates and foreign currency
exchange rates. Derivative financial instruments which may be used by us,
include commodity pricing contracts, foreign currency exchange contracts,
and contracts hedging exposure to interest rates. We do not use derivative
financial instruments for trading purposes, nor do we engage in
speculation.
Materials, in their finished form, account for a large portion of our
cost of sales. These materials, such as fabricated aluminum, plastics and
polymers, bimetals, copper and optical fiber, are subject to changes in
market price as they are linked to the commodity markets. Management
attempts to mitigate these risks through effective requirements planning
and by working closely with our key suppliers to obtain the best possible
pricing and delivery terms. However, increases in the prices of certain
commodity products could result in higher overall production costs.
Approximately 19.3% of our 2003 sales were to customers located
outside the United States, compared to 18.6% in 2002. Although we primarily
bill customers in foreign countries in US dollars, a portion of our sales
are denominated in currencies other than the US dollar, particularly sales
from our foreign subsidiaries. Significant changes in foreign currency
exchange rates could adversely affect our international sales levels and
the related collection of amounts due. In addition, a significant decline
in the value of currencies used in certain regions of the world as compared
to the US dollar could adversely affect product sales in those regions
because our products may become more expensive for those customers to pay
for in their local currency. The 1999 acquisition of our Belgian subsidiary
created a specific market risk that a decline in the value of the euro
compared to the US dollar could adversely affect our net investment in that
subsidiary. Prior to its termination, our eurodollar credit agreement
served as a hedge of a portion of our net investment in our Belgian
subsidiary. On December 2, 2002, we terminated this hedging relationship
and entered into a cross currency rate and forward foreign exchange
agreement, which we designated as a new hedge of a portion of our net
investment in our
-33-
Belgian subsidiary. Our investment in Brazil during 2000 created a new
foreign subsidiary and a specific market risk that a decline in the value
of the Brazilian real compared to the US dollar could adversely affect our
net investment in that subsidiary. We continue to evaluate alternatives to
help us reasonably manage the market risk of our net investment in the
Brazilian subsidiary.
As of December 31, 2003, the only derivative financial instrument
outstanding was a cross currency rate and forward foreign exchange
agreement, which serves as a hedge of a portion of our net investment in
our Belgian subsidiary. Settlement of the fair value of this net investment
hedging instrument as of December 31, 2003 and 2002 would have resulted in
a loss of $4.0 million and $0.8 million, respectively, net of tax. These
unrealized losses are included in accumulated other comprehensive loss. At
December 31, 2003, we were continuing to evaluate hedging alternatives
related to foreign currency exposures. In addition, we evaluated our
commodity pricing exposures and concluded that it was not currently
practical to use derivative financial instruments to hedge our current
commodity price risks.
Our non-derivative financial instruments consist primarily of cash and
cash equivalents, trade receivables, trade payables, and debt instruments.
At December 31, 2003 and 2002, the carrying values of each of the financial
instruments recorded on our balance sheet were considered representative of
their respective fair values due to their variable interest rates and / or
short terms to maturity, with the exception of our convertible debt, which
was recorded in the financial statements at $172.5 million, but had a fair
value of $170.8 million at December 31, 2003 and $140.6 million at December
31, 2002. Fair value of our debt is estimated using discounted cash flow
analysis, based on our current incremental borrowing rates for similar
types of arrangements, or quoted market prices whenever available.
The following tables summarize our market risks associated with
long-term debt and foreign currency exposure as of December 31, 2003 and
2002. The tables present principal and interest cash outflows and related
interest rates by year of maturity. Variable interest rates for each year
represent the interest rate effective for the related loan as of December
31, 2003 for the first table and as of December 31, 2002 for the second
table. The interest cash outflows for the eurodollar credit agreement,
disclosed below, include the effect of the interest rate swap agreement,
which effectively converted the variable interest payments to a fixed-rate
basis. The foreign currency exchange rates used to translate the
euro-denominated principal and interest payments into US dollars are based
on the actual exchange rates on the dates of the payments in 2002. In
addition, the foreign currency exchange rate used to disclose the net
interest payments under the cross currency swap agreement was based on the
USD/EUR exchange rate as of December 31, 2003 for the first table and as of
December 31, 2002 for the second table. The tables assume payments will be
made in accordance with due dates in the respective agreements and no
prepayment of any amounts due, with the exception of the prepayment of
$10.4 million under our eurodollar credit agreement in late 2002.
-34-
The tabular format used below does not reflect our option to redeem
all or a portion of the $172.5 million convertible notes at any time on or
after December 15, 2002 at redemption prices specified in the indenture. If
we were to redeem the $172.5 million convertible notes prior to December
14, 2004, the redemption price would be 101.7143% of the principal amount.
LONG-TERM DEBT AND FOREIGN CURRENCY DERIVATIVE
PRINCIPAL AND INTEREST PAYMENTS BY YEAR
($ IN MILLIONS)
AS OF DECEMBER 31, 2003
THERE- FAIR
2004 2005 2006 2007 2008 AFTER TOTAL VALUE
--------------------------------------------------------------------------
LONG-TERM DEBT:
---------------
Fixed rate (USD) $ 6.9 $ 6.9 $179.4 $ - $ - $ - $193.2 $170.8
Average interest rate 4.00% 4.00% 4.00% - - -
Variable rate (USD) $ 0.1 $ 0.1 $ 0.1 $ 0.1 $ 0.1 $ 11.7 $12.2 $10.8
Average interest rate 1.15% 1.15% 1.15% 1.15% 1.15% 1.15%
FOREIGN CURRENCY DERIVATIVE:
----------------------------
USD functional currency -
Cross currency swap (Receive $ 0.3 $ 0.3 $ 0.3 $ 0.3 $ 0.3 $ 0.6 $ 2.2 $6.0
USD / Pay EUR)
Contract amount (USD) $ - $ - $ - $ - $ - $14.0 $14.0
Average receive rate (USD) 4.00% 4.00% 4.00% 4.00% 4.00% 4.00%
Average pay rate (EUR) 4.54% 4.54% 4.54% 4.54% 4.54% 4.54%
AS OF DECEMBER 31, 2002
THERE- FAIR
2004 2005 2006 2007 2008 AFTER TOTAL VALUE
--------------------------------------------------------------------------
LONG-TERM DEBT:
---------------
Fixed rate (USD) $ 6.9 $ 6.9 $ 6.9 $179.4 $ - $ - $ 200.1 $140.6
Average interest rate 4.00% 4.00% 4.00% 4.00% - -
Variable rate (USD) $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 12.0 $ 13.0 $ 10.8
Average interest rate 1.59% 1.59% 1.59% 1.59% 1.59% 1.59%
FOREIGN CURRENCY DERIVATIVE:
----------------------------
USD functional currency -
Cross currency swap (Receive $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.4 $ 1.4 $ 1.3
USD / Pay EUR)
Contract amount (USD) $ - $ - $ - $ - $ - $ 20.0 $ 20.0
Average receive rate (USD) 4.00% 4.00% 4.00% 4.00% 4.00% 4.00%
Average pay rate (EUR) 4.54% 4.54% 4.54% 4.54% 4.54% 4.54%
-35-
FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-K that are other than historical
facts are intended to be "forward-looking statements" within the meaning of
the Securities Exchange Act of 1934, the Private Securities Litigation
Reform Act of 1995 and other related laws and include but are not limited
to those statements relating to our business position, plans, transition,
outlook, revenues, earnings, margins, accretion, synergies and other
financial items, and integration and restructuring plans related to our
acquisition of substantially all of the assets and certain liabilities of
Connectivity Solutions, sales and earnings expectations, expected demand,
cost and availability of key raw materials, internal production capacity
and expansion, competitive pricing, relative market position and outlook.
While we believe such statements are reasonable, the actual results and
effects could differ materially from those currently anticipated. 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.
These statements are subject to various risks and uncertainties, many
of which are outside our control, including, without limitation, our
ability to complete the acquisition of certain international operations of
Connectivity Solutions; the challenges of transition, integration and
restructuring associated with the acquisition; 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. Actual results may also differ due to changes in
telecommunications industry capital spending, which is affected by a
variety of factors, including, without limitation, general business
conditions, acquisitions of telecommunications companies by others,
consolidation within the telecommunications industry, the financial
condition of telecommunications companies and their access to financing,
competition among telecommunications companies, technological developments,
and new legislation and regulation of telecommunications companies. These
and other factors are discussed in greater detail in Exhibit 99.1 to this
Form 10-K. The information contained in this Form 10-K represents our best
judgment at the date of this report based on information currently
available. However, we do not intend, and are not undertaking any duty or
obligation, to update this information to reflect developments or
information obtained after the date of this report.
-36-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES PAGE #
---------------------------------------------------------------------------
Independent Auditors' Report...........................................38
Consolidated Statements of Operations for the Years Ended
December 31, 2003, 2002 and 2001................................39
Consolidated Balance Sheets as of December 31, 2003 and 2002...........40
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001................................41
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) for the Years Ended
December 31, 2003, 2002 and 2001................................42
Notes to Consolidated Financial Statements.............................43
Schedule II - Valuation and Qualifying Accounts........................73
-37-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of CommScope, Inc.:
We have audited the accompanying consolidated balance sheets of CommScope,
Inc. and subsidiaries (the "Company") as of December 31, 2003 and 2002, and
the related consolidated statements of operations, stockholders' equity,
comprehensive income (loss) and cash flows for each of the three years in
the period ended December 31, 2003. Our audits also included the financial
statement schedule listed in the Index at Item 15. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We did not audit the financial statements of OFS BrightWave, LLC, the
Company's investment in which is accounted for by use of the equity method.
The Company's net investment in and advances to OFS BrightWave, LLC at
December 31, 2003 and 2002 of $13.361 million and $111.528 million,
respectively, and the Company's share of that company's net losses of
$61.745 million, $53.722 million and $6.922 million for the years ended
December 31, 2003 and 2002, and the period from November 17, 2001 through
December 31, 2001, respectively, are included in the accompanying
consolidated financial statements. The financial statements of OFS
BrightWave, LLC were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts
included for such company, is based solely on the report of such other
auditors.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits and the report of the other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the report of the other auditors,
such consolidated financial statements present fairly, in all material
respects, the financial position of CommScope, Inc. and subsidiaries at
December 31, 2003 and 2002, and the results of their operations and their
cash flows for each of the three years in the period ended December 31,
2003 in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
As discussed in Note 2 to the consolidated financial statements, the
Company adopted the provisions of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," as of January 1,
2002.
March 15, 2004
-38-
COMMSCOPE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Year Ended December 31,
----------------------------------
2003 2002 2001
---------- ----------- -----------
Net sales $ 573,260 $ 598,467 $ 738,498
---------- ----------- -----------
Operating costs and expenses:
Cost of sales 458,620 477,912 558,854
Selling, general and administrative 85,702 104,716 83,523
Research and development 6,164 6,153 7,117
Amortization of goodwill - - 5,365
Terminated acquisition costs - - 7,963
Impairment charges for fixed assets
and investments 31,728 25,096 12,802
---------- ----------- -----------
Total operating costs and expenses 582,214 613,877 675,624
---------- ----------- -----------
Operating income (loss) (8,954) (15,410) 62,874
Other income (expense), net 799 861 (191)
Interest expense (8,596) (9,214) (8,497)
Interest income 2,762 2,475 1,027
---------- ----------- -----------
Income (loss) before income taxes and equity
in losses of OFS BrightWave, LLC (13,989) (21,288) 55,213
Income tax benefit (expense) 5,174 7,858 (20,426)
---------- ----------- -----------
Income (loss) before equity in losses of
OFS BrightWave, LLC (8,815) (13,430) 34,787
Equity in losses of OFS BrightWave, LLC, net
of tax (61,745) (53,722) (6,922)
---------- ----------- -----------
Net income (loss) $ (70,560) $ (67,152) $ 27,865
========== =========== ===========
Net income (loss) per share:
Basic $ (1.19) $ (1.10) $ 0.53
Assuming dilution $ (1.19) $ (1.10) $ 0.52
Weighted average shares outstanding:
Basic 59,231 61,171 52,692
Assuming dilution 59,231 61,171 53,500
See notes to consolidated financial statements.
- 39 -
COMMSCOPE, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
As of 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
========== ===========
See notes to consolidated financial statements.
-40-
COMMSCOPE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year Ended December 31,
------------------------------------
2003 2002 2001
---------- ---------- -----------
OPERATING ACTIVITIES:
Net income (loss) $ (70,560) $ (67,152) $ 27,865
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 34,162 36,916 40,529
Equity in losses of OFS BrightWave, LLC, pretax 98,174 85,445 11,290
Impairment charges for fixed assets and investments 31,728 25,096 12,802
Proceeds from assignment of receivables 12,524 - -
Deferred income taxes (36,619) (23,973) (2,262)
Tax benefit from stock option exercises 180 128 672
Changes in assets and liabilities:
Accounts receivable (3,289) 40,655 91,173
Inventories 4,624 10,732 16,157
Prepaid expenses and other current assets 12,963 (8,935) (8,669)
Accounts payable and other accrued liabilities 4,176 (697) (34,872)
Other noncurrent liabilities 5,978 5,747 4,165
Other noncurrent assets (3,953) 359 (1,536)
Other 1,356 (496) 854
---------- ---------- -----------
Net cash provided by operating activities 91,444 103,825 158,168
INVESTING ACTIVITIES:
Additions to property, plant and equipment (5,322) (22,616) (70,841)
Acquisition costs related to investment in OFS
BrightWave, LLC - - (4,763)
Costs related to acquisition of Connectivity Solutions (2,141) - -
Proceeds from disposal of fixed assets 763 413 1,071
---------- ---------- -----------
Net cash used in investing activities (6,700) (22,203) (74,533)
FINANCING ACTIVITIES:
Net repayments under revolving credit facility - - (30,000)
Principal payments on long-term debt - (12,476) (1,996)
Cost of treasury stock repurchase - (13,224) -
Long-term financing costs (1,901) (416) -
Proceeds from exercise of stock options 1,169 1,029 2,914
---------- ---------- -----------
Net cash used in financing activities (732) (25,087) (29,082)
Effect of exchange rate changes on cash 1,924 1,638 (328)
---------- ---------- -----------
Change in cash and cash equivalents 85,936 58,173 54,225
Cash and cash equivalents, beginning of year 120,102 61,929 7,704
---------- ---------- -----------
Cash and cash equivalents, end of year $ 206,038 $ 120,102 $ 61,929
========== ========== ===========
See notes to consolidated financial statements.
-41-
COMMSCOPE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Year Ended December 31,
-----------------------------------------------
2003 2002 2001
------------ ------------ ------------
Number of common shares outstanding:
Balance at beginning of year 59,219,567 61,688,256 51,263,703
Issuance of shares to Lucent - - 10,200,000
Treasury shares repurchased from Lucent - (2,543,100) -
Issuance of shares to nonemployee director - 1,000 -
Issuance of shares for stock option exercises 98,709 73,411 224,553
------------ ------------ ------------
Balance at end of year 59,318,276 59,219,567 61,688,256
------------ ------------ ------------
Common stock:
Balance at beginning of year $ 618 $ 617 $ 513
Issuance of shares to Lucent - - 102
Issuance of shares for stock option exercises 1 1 2
------------ ------------ ------------
Balance at end of year $ 619 $ 618 $ 617
------------ ------------ ------------
Additional paid-in capital:
Balance at beginning of year $ 383,541 $ 381,823 $ 175,803
Issuance of shares to Lucent - 546 202,436
Issuance of shares to nonemployee director - 16 -
Issuance of shares for stock option exercises 1,168 1,028 2,912
Tax benefit from stock option exercises 180 128 672
------------ ------------ ------------
Balance at end of year $ 384,889 $ 383,541 $ 381,823
------------ ------------ ------------
Retained earnings:
Balance at beginning of year $ 161,515 $ 228,667 $ 200,802
Net income (loss) (70,560) (67,152) 27,865
------------ ------------ ------------
Balance at end of year $ 90,955 $ 161,515 $ 228,667
------------ ------------ ------------
Accumulated other comprehensive loss:
Balance at beginning of year $ (14,915) $ (4,593) $ (2,598)
Other comprehensive income (loss) 7,382 (10,322) (1,995)
------------ ------------ ------------
Balance at end of year $ (7,533) $ (14,915) $ (4,593)
------------ ------------ ------------
Treasury stock, at cost:
Balance at beginning of year $ (13,224) $ - $ -
Treasury shares repurchased from Lucent - (13,224) -
------------ ------------ ------------
Balance at end of year $ (13,224) $ (13,224) $ -
------------ ------------ ------------
Total stockholders' equity $ 455,706 $ 517,535 $ 606,514
============ ============ ============
Year Ended December 31,
-----------------------------------------------
2003 2002 2001
------------ ------------ ------------
Comprehensive income (loss):
Net income (loss) $ (70,560) $ (67,152) $ 27,865
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss) -
foreign subsidiaries 206 3,623 (761)
Foreign currency transaction gain (loss)
on long-term intercompany loans -
foreign subsidiaries 10,355 (12,355) (1,832)
Hedging gain (loss) on nonderivative instrument - (761) 571
Effect of adopting SFAS No. 133 - - 229
Loss on derivative financial instrument designated
as a cash flow hedge - (27) (202)
Loss on derivative financial instrument designated
as a net investment hedge (3,179) (802) -
------------ ------------ ------------
Total other comprehensive income (loss), net of tax 7,382 (10,322) (1,995)
------------ ------------ ------------
Total comprehensive income (loss) $ (63,178) $ (77,474) $ 25,870
============ ============ ============
See notes to consolidated financial statements.
-42-
COMMSCOPE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, UNLESS OTHERWISE NOTED)
1. BACKGROUND AND DESCRIPTION OF THE BUSINESS
CommScope, Inc. ("CommScope" or the "Company"), through its wholly
owned subsidiaries and equity method investee, operates in the cable
manufacturing business, with manufacturing facilities located in the United
States, Europe and Latin America. CommScope, Inc. was incorporated in
Delaware in January 1997. CommScope is a leading worldwide designer,
manufacturer and marketer of broadband coaxial cables and other
high-performance electronic and fiber optic cable products for cable
television, telephony, Internet access, wireless communications and other
broadband services. Management believes CommScope is the world's largest
manufacturer of coaxial cable for hybrid fiber coaxial (HFC) broadband
networks. CommScope is also a leading supplier of coaxial, twisted pair,
and fiber optic cables for premise wiring (local area networks), wireless
and other communication applications. In late 2001, CommScope acquired an
equity interest in an optical fiber and fiber optic cable manufacturing
business (see Note 3). In January 2004, CommScope acquired substantially
all the assets and assumed certain liabilities of Connectivity Solutions
(see Note 21).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include CommScope,
its wholly owned subsidiaries, and its equity-method investee. All material
intercompany accounts and transactions are eliminated in consolidation.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents represent amounts on deposit in banks and
cash invested temporarily in various instruments with a maturity of three
months or less at the time of purchase.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is
determined on a first-in, first-out ("FIFO") basis for the Company's
domestic inventories and on an average cost basis for the Company's foreign
inventories. The Company maintains reserves to reduce the value of
inventory to the lower of cost or market, including reserves for excess and
obsolete inventory.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, including interest
costs associated with qualifying capital additions. Provisions for
depreciation are based on estimated useful lives of the assets using the
straight-line and accelerated methods. Average useful lives are 10 to 35
years for buildings and improvements and three to 10 years for machinery
and equipment. Expenditures for repairs and maintenance are charged to
expense as incurred.
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting
for the Impairment or Disposal of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," but retains many of its fundamental provisions.
Additionally, SFAS No. 144 expands the scope of discontinued operations to
include more disposal transactions. The initial adoption of SFAS No. 144
did not have a material impact on the Company's financial statements.
However, CommScope did reclassify the $4.3 million carrying value of its
idle Kings Mountain facility from property, plant and equipment to other
assets during 2002. Although this facility does not meet the requirements
-43-
under SFAS No. 144 for classification as held for sale, it has been
reclassified to other assets since it is not currently being, and has not
been, used in the Company's operations and is currently being actively
marketed for sale. In addition, CommScope reclassified $550 from other
current assets to property, plant and equipment during 2002 relating to
assets previously classified as held for sale under SFAS No. 121, but which
do not meet the criteria for classification as held for sale under SFAS No.
144. See Note 4 for further discussion of impairment charges for fixed
assets and investments.
GOODWILL AND OTHER INTANGIBLES
Effective January 1, 2002, the Company adopted SFAS No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 requires the use of the purchase accounting method for
business combinations and broadens the criteria for recording intangible
assets separate from goodwill. SFAS No. 142 uses a non-amortization
approach to account for purchased goodwill and certain intangible assets
with indefinite useful lives and also requires at least an annual
assessment for impairment by applying a fair-value-based test. Intangible
assets with finite useful lives will continue to be amortized over their
useful lives.
CommScope completed the process of performing the transitional
goodwill impairment test as of January 1, 2002 in the second quarter of
2002, and as a result of the test performed, management believes that
goodwill was not impaired as of January 1, 2002.
SFAS No. 142 requires that goodwill be tested for impairment annually
at the same time each year and on an interim basis when events or
circumstances change. The Company elected to perform its annual goodwill
impairment test as of August 31. At this annual testing date, updated
valuations are completed for all reporting units with goodwill using a
discounted cash flow approach based on forecasted information regarding
revenues and costs for each reporting unit as well as appropriate discount
rates. Management completed the annual goodwill impairment tests as of
August 31, 2003 and 2002 and believes that goodwill was not impaired as of
these dates. Subsequent impairment losses, if any, will be reflected in
operating income in the statement of operations.
The carrying value of other intangible assets as of December 31, 2003
and 2002 was $6.3 million, net of accumulated amortization of $42.4
million; and $8.8 million, net of accumulated amortization of $39.9
million, respectively. As of December 31, 2003, these amounts represent
customer relationship assets. As of December 31, 2002, these amounts
represent patented technology, with a carrying value of $0.1 million, and
customer relationship assets, with a carrying value of $8.7 million. These
intangible assets were determined by management to meet the criterion for
recognition apart from goodwill and to have finite lives. CommScope did not
have any indefinite-lived intangible assets, other than goodwill, as of
December 31, 2003 and 2002. Based on management's analysis of all pertinent
factors, no adjustments were necessary to the remaining useful lives of
these assets, which will continue to be amortized on a straight-line basis
through 2006. Amortization expense associated with these intangible assets
was $2.5 million for the years ended December 31, 2003 and 2002. Annual
amortization expense for these intangible assets is expected to be $2.4
million in 2004, $2.4 million in 2005 and $1.5 million in 2006.
The immaterial change in goodwill for the year ended December 31, 2003
was due to the impact of translating the euro-denominated goodwill on the
balance sheet of the Company's Belgian subsidiary into CommScope's US
dollar reporting currency.
-44-
The adoption of SFAS No. 142 effective January 1, 2002 resulted in the
elimination of pretax goodwill amortization expense in the amount of $5.3
million for the years ended December 31, 2003 and 2002. The following table
provides a reconciliation of net income (loss) and net income (loss) per
share, reflecting the impact of the adoption of SFAS No. 142 on a pro forma
basis for the year ended December 31, 2001:
YEAR ENDED DECEMBER 31,
-----------------------------------------
2003 2002 2001
------------- ------------ ------------
Net income (loss) $(70,560) $(67,152) $ 27,865
Elimination of goodwill amortization expense,
net of tax effects - - 3,380
------------- ------------- -------------
Net income (loss) - pro forma for 2001 $(70,560) $(67,152) $ 31,245
============= ============= =============
Net income (loss) per share, basic -
pro forma for 2001 $ (1.19) $ (1.10) $ 0.59
Net income (loss) per share, assuming
dilution - pro forma for 2001 $ (1.19) $ (1.10) $ 0.58
LONG-TERM INVESTMENTS
The Company occasionally makes strategic investments in companies that
complement CommScope's business in order to gain operational and other
synergies. Investments in corporate entities with less than a 20% voting
interest are generally accounted for using the cost method. The Company
uses the equity method to account for investments in corporate entities in
which it has a voting interest of 20% to 50% and an other than minor to 50%
ownership interest in partnerships and limited liability companies, or in
which it otherwise has the ability to exercise significant influence. Under
the equity method, the investment is originally recorded at cost and
adjusted to recognize the Company's share of net earnings or losses of the
investee, limited to the extent of the Company's investment in and advances
to the investee, in addition to financial guarantees that create additional
basis in the investee. The Company regularly monitors and evaluates the
realizable value of its investments. If events and circumstances indicate
that a decline in the value of an investment has occurred and is other than
temporary, the Company will reduce the carrying amount of the investment to
fair value (see Note 4 for discussion of impairment charges for fixed
assets and investments).
INCOME TAXES
Deferred income taxes reflect the future tax consequences of
differences between the financial reporting and tax bases of assets and
liabilities. Investment tax credits are recorded using the flow-through
method. The Company records a valuation allowance, when appropriate, to
reduce deferred tax assets to an amount that is more likely than not to be
realized.
No provision is made for income taxes which may be payable if
undistributed earnings of foreign subsidiaries were to be paid as dividends
to CommScope. CommScope currently intends that such earnings will continue
to be invested in those foreign subsidiaries. In addition, the Company does
not provide for taxes related to the foreign currency transaction gains and
losses on its long-term intercompany loans with foreign subsidiaries. These
loans are not expected to be repaid in the foreseeable future and the
foreign currency gains and losses are therefore recorded on a pretax basis
to accumulated other comprehensive loss on the balance sheet.
STOCK OPTIONS
As of December 31, 2003, the Company had one stock-based employee
compensation plan, which is described more fully in Note 14. The Company
accounts for this plan under the intrinsic value method recognition and
measurement principles of APB Opinion No. 25, "Accounting for Stock Issued
to
-45-
Employees" and related Interpretations. No stock-based employee
compensation cost is reflected in net income (loss), as all options granted
under this plan had an exercise price equal to the market value of the
underlying common stock on the date of grant.
The following table illustrates the effect on net income (loss) and
net income (loss) per share if the Company had applied the fair value
recognition provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation using the Black-Scholes
option-pricing model:
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001
--------------------------------
Net income (loss), as reported $(70,560) $(67,152) $ 27,865
Deduct: Total stock-based employee compensation expense determined under fair
value based method for all awards, net of related tax effects 6,768 7,840 7,077
---------------------------------
Pro forma net income (loss) $(77,328) $(74,992) $ 20,788
=================================
Net income (loss) per share:
Basic--as reported $ (1.19) $ (1.10) $ 0.53
Basic--pro forma $ (1.31) $ (1.23) $ 0.39
Diluted--as reported $ (1.19) $ (1.10) $ 0.52
Diluted--pro forma $ (1.31) $ (1.23) $ 0.39
REVENUE RECOGNITION
The Company's primary source of revenues is from product sales to
cable television system operators, telecommunications service providers,
original equipment manufacturers and distributors. Service revenue from
delivery of products shipped by Company owned trucks was not material to
the Company's reported sales during 2003, 2002 or 2001.
Revenue from sales of the Company's products shipped by nonaffiliated
carriers is recognized at the time the goods are delivered and title
passes, provided the earnings process is complete and revenue is
measurable. Delivery is determined by the Company's shipping terms, which
are primarily FOB shipping point. The Company recognizes revenue from sales
of the Company's products shipped by Company owned trucks at the time the
goods are delivered to the customer, regardless of the shipping terms.
For all arrangements, revenue is recorded at the net amount to be
received after deductions for estimated discounts, allowances, returns, and
rebates. In addition, accruals are established for warranties and price
protection programs with distributors at the time the related revenue is
recognized. These estimates and reserves are determined and adjusted as
needed based upon historical experience, contract terms, inventory levels
in the distributor channel and other related factors. Historical warranty
reserves and claims have not been significant to the Company's results of
operations or financial condition.
SHIPPING AND HANDLING COSTS
Amounts billed to a customer in a sale transaction related to shipping
costs are included in net sales. All shipping costs incurred to transport
products to the customer are recorded in cost of sales. Certain internal
handling costs, which relate to activities to prepare goods for shipment,
are recorded in selling, general and administrative expense and were
approximately $2.8 million in 2003, $3.4 million in 2002 and $3.2 million
in 2001.
ADVERTISING COSTS
Advertising costs are expensed in the period in which they are
incurred. Advertising expense was $1.8 million in 2003, $1.7 million in
2002 and $2.7 million in 2001.
-46-
RESEARCH AND DEVELOPMENT COSTS
Research and development (R&D) costs are expensed in the period in
which they are incurred. R&D costs include materials, equipment and
facilities that have no alternative future use, depreciation on equipment
and facilities currently used for R&D purposes, personnel costs, contract
services, and reasonable allocations of indirect costs, if clearly related
to an R&D activity. Expenditures in the pre-production phase of an R&D
project are recorded in the income statement as research and development
expense. However, costs incurred in the pre-production phase that are
associated with output actually used in production are recorded in cost of
sales. A project is considered finished with pre-production efforts when
management determines that it has achieved acceptable levels of scrap and
yield, which vary by project. Expenditures related to ongoing production
are recorded in cost of sales.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
CommScope is exposed to various risks resulting from adverse
fluctuations in commodity prices, interest rates, and foreign currency
exchange rates. CommScope's risk management strategy includes the use of
derivative and non-derivative financial instruments primarily as hedges of
these risks, whenever management determines their use to be reasonable and
practical. This strategy does not permit the use of derivative financial
instruments for trading purposes, nor does it allow for speculation. A
hedging instrument may be designated as a net investment hedge to manage
exposure to foreign currency risks related to an investment in a foreign
subsidiary, a fair value hedge to manage exposure to risks related to a
firm commitment for the purchase of raw materials or a
foreign-currency-denominated firm commitment for the purchase of equipment,
or a cash flow hedge to manage exposure to risks related to a forecasted
purchase of raw materials, variable interest rate payments, or a forecasted
foreign-currency-denominated sale of product. The use of non-derivative
financial instruments in hedging activities is limited to hedging fair
value risk related to a foreign-currency-denominated firm commitment or a
foreign currency risk related to a net investment in a foreign subsidiary.
The Company's risk management strategy permits the reasonable and
practical use of derivative hedging instruments such as forward contracts,
options, cross currency swaps, certain interest rate swaps, caps and
floors, and non-derivative hedging instruments such as
foreign-currency-denominated loans. The Company recognizes all derivative
financial instruments as assets and liabilities and measures them at fair
value. All hedging instruments are designated and documented as either a
fair value hedge, a cash flow hedge or a net investment hedge at inception.
For fair value hedges, the change in fair value of the derivative
instrument is recognized currently in earnings. To the extent the fair
value hedging relationship is effective, the change in fair value on the
hedged item is recorded as an adjustment to the carrying amount of the
hedged item and recognized currently in earnings. For cash flow hedges, the
effective portion of the change in fair value of the derivative instrument
is recorded in accumulated other comprehensive income or loss, net of tax,
and is recognized in the income statement when the hedged item affects
earnings. Any ineffectiveness of a cash flow hedge is recognized currently
in earnings. For net investment hedges, the effective portion of the change
in fair value of a derivative instrument, or the change in carrying amount
of a non-derivative instrument, is recorded in accumulated other
comprehensive income or loss, net of tax, and is recognized in the income
statement only if there is a substantially complete liquidation of the
investment in the foreign subsidiary. Any ineffectiveness of a net
investment hedge is recognized currently in earnings. The effectiveness of
designated hedging relationships is tested and documented on at least a
quarterly basis. At December 31, 2003 and 2002, the Company had one hedging
relationship, which involved the use of a derivative financial instrument.
See Note 11 for further disclosure related to derivative instruments and
hedging activities.
The Company has elected and documented the use of the normal purchases
and sales exception for normal purchase and sales contracts that meet the
definition of a derivative financial instrument.
FOREIGN CURRENCY TRANSLATION
Approximately 19% of the Company's 2003 sales were to customers
located outside the United States. Although the Company primarily bills
customers in foreign countries in US dollars, a portion of
-47-
these sales were denominated in currencies other than the US dollar,
particularly sales from the Company's foreign subsidiaries. The financial
position and results of operations of the Company's foreign subsidiaries
are measured using the local currency as the functional currency. Revenues
and expenses of these subsidiaries have been translated into US dollars at
average exchange rates prevailing during the period. Assets and liabilities
of these subsidiaries have been translated at the rates of exchange as of
the balance sheet date. Translation gains and losses are recorded to
accumulated other comprehensive loss.
Aggregate foreign currency transaction gains and losses of the Company
and its subsidiaries, such as those resulting from the settlement of
foreign receivables or payables and short-term intercompany advances, were
recorded to other income (expense), net in the statement of operations and
were not material to the results of the Company's operations during 2003,
2002, or 2001. Foreign currency transaction gains and losses related to
long-term intercompany loans that are not expected to be settled in the
foreseeable future are recorded to accumulated other comprehensive loss.
The Eurodollar Credit Agreement (see Note 10), which was designated
and effective as a partial hedge of the Company's net investment in its
Belgian subsidiary prior to its termination on December 2, 2002, was
translated at the rate of exchange as of the termination date. The
transaction gains and losses recognized during the term of this loan, and
on the termination date, were recorded, net of tax, to accumulated other
comprehensive loss.
NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding during
the applicable periods. Diluted net income (loss) per share is based on net
income (loss) adjusted for after-tax interest and amortization of debt
issuance costs related to convertible debt, if dilutive, divided by the
weighted average number of common shares outstanding adjusted for the
dilutive effect of stock options and convertible securities.
Below is a reconciliation of weighted average common shares
outstanding for basic net income (loss) per share to weighted average
common and potential common shares outstanding for diluted net income
(loss) per share:
YEAR ENDED DECEMBER 31,
-------------------------------------
2003 2002 2001
------------ ----------- ------------
Numerator:
Net income (loss) for basic net income (loss) per share $(70,560) $(67,152) $ 27,865
============ =========== ============
Denominator:
Weighted average number of common shares
outstanding for basic net income (loss) per share 59,231 61,171 52,692
Effect of dilutive securities:
Employee stock options (a) - - 808
------------ ----------- ------------
Weighted average number of common and potential
common shares outstanding for diluted net income
(loss) per share 59,231 61,171 53,500
============ =========== ============
---------
(a) Options to purchase approximately 5.8 million common shares were
excluded from the computation of net loss per share, assuming
dilution, for the year ended December 31, 2003 because they would have
been antidilutive. Options to purchase approximately 5.0 million
common shares were excluded from the computation of net loss per
share, assuming dilution, for the year ended December 31, 2002 because
they would have been antidilutive. Options to purchase approximately
705 thousand common shares at prices ranging from $20.55 to $47.06 per
share, were excluded from the computation of net income per share,
assuming dilution, for the year ended December 31, 2001 because the
options' exercise prices were greater than the average market price of
the common shares. For additional information regarding employee stock
options, see Note 14.
-48-
USE OF ESTIMATES IN THE PREPARATION OF THE FINANCIAL STATEMENTS
The preparation of the accompanying consolidated financial statements
in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and
accompanying notes. These estimates and their underlying assumptions form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other objective sources. The
Company bases its estimates on historical experience and on assumptions
that are believed to be reasonable under the circumstances and revises its
estimates, as appropriate, when events or changes in circumstances indicate
that revisions may be necessary. Significant accounting estimates reflected
in the Company's financial statements include the allowance for doubtful
accounts; inventory excess and obsolescence reserves; distributor price
protection reserves; reserves for sales returns, discounts, allowances and
rebates; income tax valuation allowances; and impairment reviews for
investments, fixed assets, goodwill and other intangibles. Although these
estimates are based on management's knowledge of and experience with past
and current events and on management's assumptions about future events, it
is at least reasonably possible that they may ultimately differ materially
from actual results.
CONCENTRATIONS OF RISK
Non-derivative financial instruments used by the Company in the normal
course of business include letters of credit and commitments to extend
credit, primarily accounts receivable. These financial instruments involve
risk, including the credit risk of nonperformance by the counterparties to
those instruments, and the maximum potential loss may exceed the reserves
provided in the Company's balance sheet. Although the Company sells to a
wide variety of customers dispersed across many different geographic areas,
sales to the five largest domestic broadband service providers represented
approximately 39% of net sales during 2003. Additionally, AT&T Broadband
merged with Comcast Corporation in November 2002, to form a new company
named Comcast Corporation ("Comcast"), creating a significant concentration
of credit risk in the new merged entity. During the year ended December 31,
2003, Comcast accounted for approximately 18% of net sales compared to
approximately 20% of the Company's net sales as if AT&T Broadband were
combined with Comcast for the full year ended December 31, 2002. Accounts
receivable from Comcast comprised approximately 17% of the Company's net
accounts receivable as of December 31, 2003, compared to 23%, as of
December 31, 2002. Accounts receivable from another customer comprised
approximately 10% and 12% of the Company's net accounts receivable as of
December 31, 2003 and 2002, respectively.
The Company manages its exposures to credit risk associated with
accounts receivable through credit approvals, credit limits and monitoring
procedures. CommScope estimates the allowance for doubtful accounts based
on the actual payment history and individual circumstances of significant
customers as well as the age of receivables. In management's opinion, the
Company did not have significant unreserved risk of credit loss due to the
nonperformance of customers or other counterparties related to amounts
receivable. However, an adverse change in financial condition of a
significant customer or group of customers or in the telecommunications
industry could materially affect the Company's estimates related to
doubtful accounts.
The principal raw materials purchased by CommScope (fabricated
aluminum, plastics and polymers, bimetals, copper and optical fiber) are
subject to changes in market price as these materials are linked to the
commodity markets. The Company attempts to mitigate these risks through
effective requirements planning and by working closely with its key
suppliers to obtain the best possible pricing and delivery terms.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the
2003 presentation.
-49-
IMPACT OF NEWLY ISSUED ACCOUNTING STANDARDS
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities," which is an interpretation
of ARB No. 51, "Consolidated Financial Statements." FIN 46 addresses how to
identify a variable interest entity and provides guidance on when such an
entity should be consolidated by an enterprise. In December 2003, the FASB
issued a revision of FIN 46 ("FIN 46R") to clarify some of the provisions
of the Interpretation and to exempt certain entities from its requirements.
The Company does not currently hold an interest in a variable interest
entity; thus, the initial application of FIN 46 and FIN 46R did not affect
the Company's results of operations, financial position or disclosures.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies financial accounting and reporting for derivative
instruments and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 149 clarifies the
conditions under which a contract with an initial net investment meets the
characteristic of a derivative; clarifies when a derivative contains a
financing component; amends the definition of an underlying to conform it
to language used in FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others;" and amends certain other existing pronouncements.
This Statement was effective for contracts entered into or modified by the
Company after September 30, 2003 and for hedging relationships designated
by the Company after September 30, 2003. All provisions of this Statement
will be applied prospectively. The application of this Statement did not
have a material effect on the Company's results of operations or financial
position.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
This Statement establishes standards for the classification and measurement
of certain financial instruments with characteristics of both liabilities
and equity. It clarifies when an issuer must classify certain financial
instruments as liabilities (or as assets, in some circumstances), rather
than including them within stockholders' equity or separately classifying
them as mezzanine equity. This Statement was effective for CommScope for
financial instruments entered into or modified after May 31, 2003, and
otherwise was effective for the Company in the third quarter of 2003. The
Company has not issued any financial instruments within the scope of SFAS
No. 150; therefore, the application of SFAS No. 150 did not affect the
Company's results of operations, financial position or disclosures.
In December 2003, the FASB issued a revised SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits--an amendment
of FASB Statements No. 87, 88, and 106." This Statement revises employers'
disclosures about pension plans and other postretirement benefit plans. It
does not change the measurement or recognition of those plans required by
SFAS No. 87, "Employers' Accounting for Pensions;" SFAS No. 88, "Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension
Plans and for Termination Benefits;" and SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." This Statement
retains the disclosure requirements contained in SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits," which it
replaces. Additional disclosures have been added including information
describing the types of plan assets, investment strategy, measurement
dates, plan obligations, cash flows, and components of net periodic benefit
cost recognized during interim periods. Except as noted below, this
Statement was effective for the Company as of December 31, 2003. The
interim-period disclosures are effective for the Company beginning with the
interim period ending March 31, 2004. Disclosure of certain information
regarding the Company's foreign defined benefit plan is effective for the
fiscal year ending December 31, 2004. Disclosure of the estimated future
benefits is also deferred until the fiscal year ending December 31, 2004.
The Company will adjust its future annual disclosure and future interim
disclosures in accordance with this Statement.
3. ACQUISITION OF EQUITY INTEREST IN OFS BRIGHTWAVE, LLC
Effective November 16, 2001, CommScope acquired an 18.4% ownership
interest in OFS BrightWave, LLC ("OFS BrightWave"), an optical fiber and
fiber optic cable venture between CommScope
-50-
and The Furukawa Electric Co., Ltd. ("Furukawa"). OFS BrightWave was formed
to operate a portion of the optical fiber and fiber optic cable business
("OFS Group") acquired from Lucent Technologies Inc. ("Lucent"). CommScope
issued 10.2 million unregistered shares of its common stock, valued at
$203.4 million, or $19.94 per share, to Lucent in lieu of a portion of the
purchase price payable by Furukawa for the acquisition of a portion of
Lucent's OFS Group. Of the amount paid by CommScope, $173.4 million
represented a capital contribution in exchange for CommScope's 18.4% equity
interest in OFS BrightWave and $30 million represented a loan from one of
CommScope's wholly owned subsidiaries to OFS BrightWave. The remaining
81.6% equity interest in OFS BrightWave is owned by an indirect wholly
owned subsidiary of Furukawa. CommScope holds a contractual right to sell
its ownership interest in OFS BrightWave to Furukawa for a cash payment
equal to CommScope's original investment in and advances to OFS BrightWave.
The businesses acquired include transmission fiber and cable manufacturing
capabilities at a facility in Norcross, Georgia, as well as facilities in
Germany and Brazil, an interest in a joint venture in Carrollton, Georgia
and an interest in a joint venture in Russia. See Note 21 - Subsequent
Events for discussion of the potential restructuring of OFS BrightWave
ownership.
On October 9, 2002, the Company and Furukawa purchased 10.2 million
shares of CommScope common stock from Lucent for $53 million, or $5.20 per
share. Of the total 10.2 million shares of the Company's common stock
purchased from Lucent, Furukawa purchased approximately 7.7 million shares,
which management understands it plans to hold for investment purposes, for
approximately $40 million. The Company repurchased the remaining
approximately 2.5 million shares, which are currently classified as
treasury stock, for approximately $13 million. As of December 31, 2003 and
2002, Furukawa was CommScope's largest stockholder, with approximately 13%
of the Company's outstanding shares. The Company funded its treasury stock
repurchase using existing cash balances. The cost of issuing the CommScope
shares to Lucent in 2001 and an estimate of costs related to a potential
future registration of the shares pursuant to registration rights held by
Lucent, in the amount of $850, were initially recognized as a reduction of
the total proceeds in additional paid-in capital. Since a registration of
the Company's shares held by Lucent was not required, CommScope wrote off
the costs of registration, net of the costs of completing the treasury
stock repurchase, for a net increase in additional paid-in capital of $546
during the year ended December 31, 2002.
In conjunction with this stock purchase, CommScope and Furukawa also
entered into agreements which outline various investment terms, including
resale restrictions, registration rights, standstill provisions, as well as
call and limited put rights related to the CommScope shares held by
Furukawa. Additionally, CommScope and Furukawa agreed to change from 2004
to 2006 the date when CommScope could first exercise its contractual right
to sell its ownership interest in OFS BrightWave to Furukawa for a cash
payment equal to CommScope's original investment in and advances to OFS
BrightWave. If CommScope exercises its contractual right to sell its
ownership interest in OFS BrightWave to Furukawa, Furukawa would, at that
time, have the right to require CommScope to purchase the 7.7 million
shares of its common stock owned by Furukawa for an aggregate price of
$45.8 million.
Although the Company's ownership interest in OFS BrightWave is less
than 20%, the investment has been accounted for using the equity method
since OFS BrightWave is organized as a limited liability company with
characteristics of a partnership. CommScope capitalized $4.8 million of
direct acquisition costs as part of its investment in OFS BrightWave.
CommScope's portion of the losses of OFS BrightWave for the years ended
December 31, 2003 and 2002 were included in the consolidated financial
statements of CommScope for the years then ended. The consolidated
financial statements of CommScope for the year ended December 31, 2001
included CommScope's portion of the losses of OFS BrightWave only for the
period from November 17, 2001 through December 31, 2001. These results were
net of the elimination of after-tax intercompany profit in the amount of
$105 and $109 for the years ended December 31, 2003 and 2002, respectively,
and $191 for the six week period ended December 31, 2001, related to
interest payments on the $30 million note receivable and reimbursement of
acquisition-related expenses by OFS BrightWave (see Note 18 for additional
discussion of related party transactions). OFS BrightWave has elected to be
taxed as a partnership, therefore the Company's income tax benefit from
flow through losses has been recorded based on the Company's tax rates.
-51-
The following table provides summary financial information for OFS
BrightWave as of December 31, 2003 and 2002 and for the years ended
December 31, 2003 and 2002 and the six week period ended December 31, 2001:
YEAR ENDED SIX WEEK PERIOD
DECEMBER 31, ENDED DECEMBER 31,
-------------------------------------------------------------
2003 2002 2001
----------------- ------------------ --------------------
Income Statement Data:
Net revenues $101,927 $ 97,098 $ 29,340
Gross profit (88,947) (144,472) (36,611)
Net loss (585,038) (431,506) (61,253)
AS OF
DECEMBER 31,
-----------------------------------------
2003 2002
------------------ --------------------
Balance Sheet Data:
Current assets $ 67,764 $ 83,876
Noncurrent assets 160,432 655,265
Current liabilities 67,946 57,353
Other noncurrent liabilities 266,552 182,297
Minority interests 24,536 45,338
The losses incurred by OFS BrightWave in 2003 resulted in a members'
deficit of $130,838 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 notes receivable from OFS
BrightWave, based on CommScope's proportionate share of OFS BrightWave's
long-term debt, which was 11.66% as of December 31, 2003. CommScope's
proportionate share of these excess losses reduced the balance of
CommScope's notes receivable from OFS BrightWave from $30.0 million to
$13.4 million as of December 31, 2003. Despite this accounting adjustment,
OFS BrightWave's contractual obligation under the notes receivable remains
at $30 million.
The reconciliation of CommScope's investment in and advances to OFS
BrightWave compared to CommScope's equity interest in the net assets of OFS
BrightWave as of December 31, 2002 was as follows:
Net assets of OFS BrightWave, LLC $454,153
CommScope ownership percentage 18.43225 %
----------
CommScope equity in net assets of OFS BrightWave, LLC 83,711
Plus:
Notes receivable from OFS BrightWave, LLC 30,000
Direct costs of acquisition 4,763
Nonproportionate equity adjustments by majority member in
OFS BrightWave, LLC (1,036)
Less:
Income tax benefit related to losses generated by OFS
BrightWave, LLC's domestic c-corporation subsidiary (5,910)
----------
Investment in and advances to
OFS BrightWave, LLC $111,528
==========
The Company's ownership interest in OFS BrightWave was restructured
from a previously contemplated joint venture arrangement announced on July
24, 2001. Under the originally contemplated arrangement, CommScope and
Furukawa would have formed two joint ventures to acquire certain fiber
optic cable and transmission fiber assets of Lucent's OFS Group. Given the
uncertain economic environment and severe downturn in the
telecommunications market as well as associated difficulties in
-52-
the financing markets following the September 11, 2001 tragedy, CommScope
and Furukawa agreed to restructure the joint venture arrangement, resulting
in a lower ownership participation for CommScope. As a result of the
restructuring, the Company recorded pretax charges of approximately $8
million, or approximately $0.09 per diluted share, net of tax, during 2001,
related to financing and formation costs of the original joint venture
arrangement, which were not capitalizable as part of CommScope's investment
in the restructured venture.
4. IMPAIRMENT CHARGES FOR FIXED ASSETS AND INVESTMENTS
During the second quarter of 2003, management concluded that certain
manufacturing assets had uncertain use to the Company in the foreseeable
future and initiated a formal impairment review of these assets based on
this change in circumstances. Most of these assets were used in or acquired
for use in the manufacture of the Company's broadband and video
distribution products ("Broadband/Video Products"), which have been
adversely affected by the difficult global business environment in
telecommunications and a decline in demand both domestically and
internationally. These assets were uninstalled, underutilized, or idle and
generating no current operating cash flows. In addition, based on
management's conclusion that these assets had no future use to the Company,
there were no expected future operating cash flows for these assets. This
absence of operating cash flows indicated that the carrying amounts of
these assets might not be recoverable as of June 30, 2003. Accordingly,
management obtained third party appraisals of the majority of these
specifically-identified assets to determine their fair values and the
resulting amount of impairment losses to be recognized. Based on these
appraisals, CommScope recognized pretax impairment charges in the amount of
$23 million, or $0.25 per share, net of tax, related to these
specifically-identified assets. Approximately $4.7 million of these assets
were sold at an auction in December 2003. The remainder has been classified
as assets to be held and used, as required by SFAS. No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets."
In addition, the Company's Brazilian operation, which primarily
manufactures Broadband/Video Products, has experienced declining local
demand in addition to reduced export sales and profitability resulting from
pricing and competitive pressures primarily due to the impact of
unfavorable local currency fluctuations. As a result of this change in
circumstances, management performed a test of recoverability for the
Brazilian manufacturing assets during the second quarter of 2003. The
Company's long-term undiscounted cash flow forecasts for its Brazilian
operation indicated that the carrying amounts of the manufacturing assets
at this facility might not be recoverable as of June 30, 2003. Accordingly,
management obtained third party appraisals of the Brazilian manufacturing
assets to determine their fair values and the resulting amount of
impairment losses to be recognized. Based on these appraisals, CommScope
recognized pretax impairment charges in the amount of $8.7 million, or
$0.09 per share, net of tax, of which $6.4 million were related to
broadband cable manufacturing assets and $2.3 million were related to
wireless cable manufacturing assets. Management does not currently plan to
sell, abandon or otherwise dispose of these assets, and they were,
therefore, classified as assets to be held and used as of December 31,
2003.
In total, the Company recognized pretax impairment charges for fixed
assets in the amount of $31.7 million, or $0.34 per share, net of tax,
during the second quarter of 2003. These impairment charges resulted in an
increase of $8.5 million in CommScope's noncurrent deferred tax asset
during the second quarter of 2003. The breakdown of these impairment
charges was as follows (in millions):
Domestic broadband cable manufacturing assets $ 21.4
Brazilian manufacturing assets 8.7
Other domestic manufacturing assets 1.6
----------
Total impairment charges $ 31.7
==========
Due primarily to the difficult business environment in
telecommunications, management performed a test of recoverability for
certain long-lived assets during the third quarter of 2002. The Company's
long-term undiscounted cash flow forecasts indicated that the carrying
amounts of fixed assets used to
-53-
manufacture CommScope's wireless, fiber optic cable and other telecom
products may not be recoverable as of September 30, 2002. In addition,
management's quarterly review of idle and obsolete fixed assets indicated
additional impairment for specifically-identified manufacturing equipment.
Management does not currently plan to sell, abandon or otherwise dispose of
these assets, and they were, therefore, classified as assets to be held and
used as of December 31, 2003.
The Company recognized total pretax impairment charges for fixed
assets in the amount of $25.1 million for the year ended December 31, 2002.
The breakdown of these impairment charges was as follows (in millions):
Wireless cable manufacturing assets $ 15.1
Fiber optic cable manufacturing assets 5.3
Other telecommunications cable manufacturing assets 3.0
Other manufacturing assets 1.7
-----------
Total impairment charges $ 25.1
===========
The Company recorded pretax impairment charges totaling $12.8 million
during 2001. Included in these impairment charges was approximately $3.8
million related to an investment in an unconsolidated affiliate, $4.4
million related to fixed assets identified as held for disposal and $4.6
million related to fixed assets to be held and used. The assets held for
disposal had a carrying value of approximately $550 as of December 31,
2001. These assets were reclassified from other current assets to property,
plant and equipment during 2002 because management did not expect them to
be sold within one year and therefore these assets did not meet the
criteria for classification as held for sale.
5. EMPLOYEE TERMINATION BENEFITS
The Company reduced its workforce by 202 employees during the third
quarter of 2002, primarily in response to the challenging global business
environment. The affected employees included manufacturing and
administrative personnel located in North Carolina at the Company's
corporate office and manufacturing facilities. This workforce reduction
resulted in pretax charges of approximately $1.3 million during the third
quarter of 2002 for employee termination benefits, which consisted of
severance pay and related fringe benefits. The Company recorded $1.0
million of these charges in cost of sales and $0.3 million in selling,
general and administrative expenses. The Company paid $1.1 million of these
costs during 2002, resulting in a remaining accrual of $0.2 million as of
December 31, 2002 related to the third quarter 2002 workforce reduction.
These remaining benefits were paid in full by the end of the second quarter
of 2003.
The Company's management approved an additional workforce reduction of
153 employees in the fourth quarter of 2002, to be effective during the
first quarter of 2003. This workforce reduction was also primarily in
response to the challenging global business environment. The affected
employees included manufacturing and administrative personnel located at
several of the Company's North Carolina manufacturing facilities. These
employees were identified and the termination benefits were communicated to
them prior to December 31, 2002 in sufficient detail to allow them to
calculate their estimated benefits. The Company, therefore, recognized
pretax charges related to this planned workforce reduction in the amount of
approximately $1.2 million during the fourth quarter of 2002 for employee
termination benefits, which consisted of severance pay and related fringe
benefits. The Company recorded nearly all of these charges in cost of
sales. The Company did not pay any of these employee termination benefits
during the fourth quarter of 2002, resulting in an accrual of $1.2 million
as of December 31, 2002 for the planned workforce reduction. These accrued
benefits were paid in full by the end of the third quarter of 2003.
6. ACCOUNTS RECEIVABLE
During the year ended December 31, 2002, the Company wrote off $21.4
million of Adelphia Communications Corporation ("Adelphia") receivables as
a result of Adelphia's Chapter 11 bankruptcy, which was announced by
Adelphia in June 2002. The Company continues to sell product to Adelphia
-54-
pursuant to an agreement, which outlines the terms under which the Company
will do business with Adelphia after the Chapter 11 bankruptcy filing date.
In October 2003, the Company assigned its trade claims against
Adelphia and its affiliates to a third party in exchange for an initial
payment of $12.5 million. This assignment of receivables did not meet the
criteria set forth in SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities," to recognize the
proceeds in the statement of operations as a recovery of bad debt expense
due primarily to the existence of a standard recourse provision in the
assignment agreement. Therefore, the proceeds will be recognized as a
noncurrent liability until there is no doubt as to the validity and
ownership of these receivables, which will likely occur when the assignee
receives payment under the Final Order issued in Adelphia's bankruptcy
proceedings.
7. INVENTORIES
AS OF DECEMBER 31,
------------------------
2003 2002
------------ -----------
Raw materials $10,285 $12,402
Work in process 9,708 11,160
Finished goods 12,730 12,692
------------ -----------
$32,723 $36,254
============ ===========
8. PROPERTY, PLANT AND EQUIPMENT
AS OF DECEMBER 31,
-------------------------
2003 2002
------------ ------------
Land and land improvements $ 10,987 $ 9,359
Buildings and improvements 75,245 78,624
Machinery and equipment 268,787 282,702
Construction in progress 5,354 22,956
------------ ------------
360,373 393,641
Accumulated depreciation (184,083) (164,126)
------------ ------------
$176,290 $229,515
============ ============
Depreciation expense was $30,574, $33,241, and $31,681 for the years
ended December 31, 2003, 2002, and 2001, respectively. No interest was
capitalized for the years ended December 31, 2003 and 2002. The Company
capitalized interest of $405 for the year ended December 31, 2001.
9. OTHER ACCRUED LIABILITIES
AS OF DECEMBER 31,
-------------------------
2003 2002
------------ ------------
Salaries and compensation liabilities $16,814 $11,918
Retirement savings plan liabilities 6,427 6,586
Other 12,136 7,501
------------ ------------
$35,377 $26,005
============ ============
-55-
10. LONG-TERM DEBT
AS OF DECEMBER 31,
--------------------------
2003 2002
------------ ------------
Convertible Notes $172,500 $172,500
IDA Notes 10,800 10,800
------------ ------------
183,300 183,300
Less current portion - -
------------ ------------
$183,300 $183,300
============ ============
SENIOR SECURED REVOLVING CREDIT FACILITY
On January 10, 2003 the Company entered into a $100 million senior
secured revolving credit facility with a group of banks. The facility was
established for future liquidity, working capital needs and other general
corporate purposes and was scheduled to expire on June 30, 2006. The
facility was secured by substantially all of the Company's assets and
provided a maximum of up to $100 million revolving loan availability,
including a $20 million sublimit for the issuance of standby and
documentary letters of credit. Availability was determined monthly using a
predetermined formula based on the amounts of eligible accounts receivable,
inventory and equipment, reduced by the total of any outstanding borrowings
or letters of credit under the facility. The Company did not have any
borrowings outstanding under this facility as of December 31, 2003 but had
availability of approximately $50 million at that date.
At the Company's option, advances under the facility were available as
Base Rate loans, which bear interest at the base rate plus 0.75%, or as
Euro-Dollar loans, which bear interest at LIBOR plus 2.25%. The base rate
applicable to Base Rate loans was equal to the higher of (a) the prime rate
used by Wachovia Bank, N.A. or (b) the overnight federal funds rate (as
defined in the agreement) plus 0.5%.
An unused line fee was payable quarterly and calculated on the average
daily amount of the unused $100 million commitment during each calendar
quarter. This unused line fee was calculated at an annual rate of (a) 0.5%
when the average unused commitment is greater than or equal to 66.6% of the
total commitment, (b) 0.375% when the average unused commitment is less
than 66.6% and greater than or equal to 33.4% of the total commitment, or
(c) 0.25% when the average unused commitment is less than 33.4% of the
total commitment. Letter of credit fees were payable at an annual rate of
2.25% of the maximum amount available to be drawn under the letter of
credit and were subject to an additional upfront fee of 0.125% per year
payable to the issuer.
The facility contained certain restrictive covenants, including
restrictions on incurring indebtedness and liens, entering into
transactions to acquire or merge with any entity, making certain other
fundamental changes, selling assets and paying dividends, among other
things. The Company was also required to comply with certain financial
covenants, as defined, including a fixed charge coverage ratio, a funded
debt to EBITDA ratio, a maximum annual capital expenditures covenant and a
covenant requiring minimum availability of $5 million, if the calculation
of availability falls below $50 million, or $30 million provided that there
are no outstanding revolving loans.
See Note 21- Subsequent Events for discussion of the Company's amended
and restated senior secured credit facility, effective as of January 31,
2004.
CONVERTIBLE NOTES
In December 1999, the Company issued $172.5 million of 4% convertible
subordinated notes due December 15, 2006. These notes are convertible at
any time into shares of CommScope common stock at a conversion price of
$48.19 per share, which is subject to adjustment under certain
circumstances, as provided in the Indenture. The Company may redeem some or
all of these notes at any time on or after December 15, 2002 at redemption
prices specified in the Indenture. In connection with the issuance of the
convertible notes, the Company incurred costs of approximately $4.9
million, which were capitalized
-56-
as other assets and are being amortized over the term of the notes. The net
proceeds of $167.6 million from this convertible debt offering were used
primarily to repay outstanding indebtedness under a revolving credit
agreement in addition to funding capital expenditures and other general
corporate activities.
EURODOLLAR CREDIT AGREEMENT
As of December 2, 2002, the Company terminated its Eurodollar Credit
Agreement and a related interest rate swap agreement, which were both
scheduled to expire on March 1, 2006. The Company repaid the remaining
principal balance of $10.4 million and accrued interest of $0.5 million due
under the Eurodollar Credit Agreement upon termination. The termination of
the interest rate swap agreement, which served as a fixed-rate hedge of the
variable-rate borrowings under the Eurodollar Credit Agreement, resulted in
an immaterial after-tax loss.
IDA NOTES
In January 1995, CommScope entered into a $10.8 million unsecured loan
agreement in connection with the issuance of notes by the Alabama State
Industrial Development Authority (the "IDA Notes"). Borrowings under the
IDA Notes bear interest at variable rates based upon current market
conditions for short-term financing. The interest rate in effect at
December 31, 2003 was 1.15%. All outstanding borrowings under the IDA Notes
are due on January 1, 2015.
OTHER MATTERS
There are no scheduled maturities of long-term debt during 2004 or
2005. The principal amount of the Company's Convertible Notes in the amount
of $172.5 million is due in 2006. There are also no scheduled maturities of
long-term debt in 2007 or 2008.
The weighted average effective interest rate on outstanding
borrowings, including amortization of associated loan fees, under the above
debt instruments was 4.85% at December 31, 2003 and 4.29% at December 31,
2002.
11. DERIVATIVES AND HEDGING ACTIVITIES
As of December 31, 2003 and 2002, the only derivative financial
instrument outstanding was a cross currency swap, which was designated and
documented at inception, and quarterly thereafter, as a net investment
hedge of a portion of the Company's net investment in its Belgian
subsidiary. The original notional amount of this derivative financial
instrument, which is a cross currency swap of US dollars for euros, was $20
million at inception of the hedging relationship and as of December 31,
2002. The Company amended this agreement in October 2003 to reduce the
notional amount, which was $14 million as of the amendment date and as of
December 31, 2003. No cash was required to effect this amendment; the
change in the notional amount was offset by an adjustment in the exchange
rate underlying the swap. The amended hedging instrument was effective as
of the amendment date and at December 31, 2003, and is expected to continue
to be effective for the duration of the agreement, resulting in no
anticipated hedge ineffectiveness. The original hedging instrument was
effective at inception of the hedging relationship and at December 31,
2002. The fair value of the amended derivative instrument, reflected in
other noncurrent liabilities, was approximately $6 million as of December
31, 2003. The fair value of the original hedging instrument, also reflected
in other noncurrent liabilities, was approximately $1.3 million as of
December 31, 2002.
-57-
Activity in the accumulated net gain (loss) on derivative instruments
included in accumulated other comprehensive loss for the years ended
December 31, 2003 and 2002 consisted of the following:
YEAR ENDED
DECEMBER 31,
-------------------
2003 2002
-------- -------
Accumulated net gain (loss) on derivative instrument, beginning of year $ (802) 27
Net loss on derivative financial instrument designated as a
cash flow hedge - (27)
Net loss on derivative financial instrument designated as a
net investment hedge (3,179) (802)
-------- -------
Accumulated net loss on derivative instruments, end of year $ (3,981) $ (802)
======== =======
12. EMPLOYEE BENEFIT PLANS
The Company sponsors the CommScope, Inc. of North Carolina Employees
Retirement Savings Plan (the "Employees Retirement Savings Plan"). The
majority of the Company's contributions to the Employees Retirement Savings
Plan are made at the discretion of the Company's Board of Directors. In
addition, eligible employees may elect to contribute up to 100% of their
base salaries, limited to the maximum contribution amount allowed by the
Internal Revenue Service. The Company also contributes an amount equal to
50% of the first 4% of the employee's salary that the employee contributes.
The Company contributed $5.3 million in 2003, $6.1 million in 2002 and $9.3
million in 2001 to the Employees Retirement Savings Plan, of which $3.8
million, $4.4 million and $7.5 million, respectively, was discretionary.
The Company sponsors a self-funded welfare plan (the "Plan") that
provides medical, dental, and short-term disability benefits to eligible
employees. Enrollment in the plan is optional, with the cost of the
premiums being shared by both the employee and the Company. The Company
previously established a Voluntary Employees' Benefit Association Trust
("VEBA Trust") to provide for the payment of benefits under the Plan.
Effective October 1, 2003, the Company terminated the VEBA Trust and
distributed the remaining assets to pay medical claims. Before the
effective date of the termination, the Company made cash contributions to
the VEBA Trust of $13.3 million in 2003, $14.9 million in 2002 and $13.6
million in 2001. As of December 31, 2003, all trust assets had been used,
and the claims began to be funded using the operating assets of the
Company. The Company maintains a stop-loss policy that limits the Company's
liability for both individual and aggregate contributions to fund medical
benefit payments. Stop-loss coverage begins when claims exceed certain
thresholds specified in the policy. The employee medical liability for the
Plan is based on claims filed and estimates for claims incurred but not
reported. The total liability recorded for the Plan at December 31, 2003
and 2002 was $3.2 million and $2.1 million, respectively.
The Company also sponsors an unfunded postretirement group medical and
dental plan (the "Postretirement Health Plan") that provides benefits to
full-time employees who retire from the Company at age 65 or older with a
minimum of 10 years of active service. The Postretirement Health Plan is
contributory, with retiree contributions adjusted annually, and contains
other cost-sharing features such as deductibles and coinsurance, with
Medicare as the primary provider of health care benefits for eligible
retirees. The accounting for the Postretirement Health Plan anticipates
future cost-sharing changes to the written plan that are consistent with
the Company's expressed intent to maintain a consistent level of cost
sharing with retirees. The Company recognizes the cost of providing and
maintaining postretirement benefits during employees' active service
periods.
Additionally, the Company currently sponsors two defined benefit
pension plans (the "Defined Benefit Pension Plans"). The first defined
benefit plan is a nonqualified unfunded supplemental executive retirement
plan (the "Original SERP") that provides defined pension benefits to
certain key executives
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who retired prior to December 31, 2000. The defined benefits under the
Original SERP are paid from Company contributions. Prior to January 1,
2001, the Original SERP also covered certain active key executives who had
not yet retired. All active participants' balances were settled as of
January 1, 2001, resulting in a gain in the Original SERP of $4.7 million,
and a new defined contribution pension plan was established in its place
for those active participants, as described in the paragraph below. The
second defined benefit pension plan is a nonqualified pension plan
("Foreign Plan"), which provides pension benefits for certain international
management-level employees. This plan is funded by Company and employee
contributions.
Effective January 1, 2001, the Company amended and restated the
Original SERP that previously provided defined pension benefits to certain
active and retired key executives. As a result of this amendment and
restatement, the benefits provided under the Original SERP for all
participants, other than those who retired prior to December 31, 2000, are
now governed by the amended and restated plan (the "Restated SERP"). Under
the Restated SERP, which is a noncontributory unfunded defined contribution
pension plan, the Company will credit each participant's account with
contributions and earnings on the accumulated balance thereof, as outlined
in the Original SERP, but the Company is not required to make any payments
until the participant is eligible to receive retirement benefits under the
Plan. As of January 1, 2001, for all active participants in the Original
SERP, the Company credited their respective accounts under the Restated
SERP with an amount equal to the actuarially determined accumulated benefit
obligation for each participant under the terms of the Original SERP. The
total amount established by CommScope as of January 1, 2001, and recognized
as an expense of the Restated Plan in 2001, was $4.1 million. The Company
recognized additional costs of $546 representing contributions and earnings
under this plan for the year ended December 31, 2001. The establishment of
opening participant balances and the additional cost recognized resulted in
an accrued liability for the Restated SERP of $4.6 million as of December
31, 2001. The amendment and restatement of this Plan had no material effect
on the consolidated financial statements of the Company upon adoption. For
the years ended December 31, 2003 and 2002, the Company recognized $828 and
$613, respectively, representing contributions and earnings under the
Restated SERP, and made benefit payments to retirees in the amount of $110
in both years, resulting in an accrued liability of approximately $5.8
million and $5.1 million as of December 31, 2003 and 2002, respectively.
-59-
Amounts accrued under the Postretirement Health Plan, the Defined
Benefit Pension Plans and the Restated SERP are included in other
noncurrent liabilities. The following table summarizes information for the
Defined Benefit Pension Plans and the Postretirement Health Plan. The
measurement dates are as of December 31, 2003 for the Original SERP and the
Postretirement Health Plan and as of September 30, 2003 for the Foreign
Plan. The plan assets included in the following table are assets of the
Foreign Plan.
OTHER
POSTRETIREMENT
PENSION BENEFITS BENEFITS
-------------------- -------------------
2003 2002 2003 2002
-------- -------- -------- --------
Change in benefit obligation:
Postretirement benefit obligation, beginning of year $1,905 $1,800 $31,169 $25,803
Service cost 104 91 2,858 2,562
Interest cost 129 121 2,097 1,802
Plan participants' contributions 19 16 27 25
Actuarial (gain) loss 12 (23) 7,730 1,156
Benefits paid (150) (164) (100) (179)
Translation loss and other 207 64 - -
-------- -------- -------- --------
Postretirement benefit obligation, end of year $2,226 $1,905 $43,781 $31,169
-------- -------- -------- --------
Change in plan assets:
Fair value of plan assets, beginning of year $ 845 $ 630 $ - $ -
Employer and plan participant contributions 275 240 100 179
Return on plan assets 69 54 - -
Benefits paid (150) (164) (100) (179)
Translation gain and other 182 85 - -
-------- -------- -------- --------
Fair value of plan assets, end of year $1,221 $ 845 $ - $ -
-------- -------- -------- --------
Funded status (postretirement benefit obligation
in excess of fair value of plan assets): $1,005 $1,060 $43,781 $31,169
Unrecognized net actuarial gain (loss) 66 19 (19,877) (12,619)
Unrecognized net transition amount (415) (386) - -
-------- -------- -------- --------
Accrued benefit cost, end of year $ 656 $ 693 $23,904 $18,550
======== ======== ======== ========
Discount rate 5.92% 6.29% 6.25% 6.75%
Rate of return on plan assets 5.50% 5.50% - -
Rate of compensation increase 3.50% 3.50% - -
The accumulated benefit obligation for the Defined Benefit Pension
Plans was $2.0 million and $1.6 million at December 31, 2003 and 2002,
respectively.
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Net periodic benefit cost (credit) for the Defined Benefit Pension
Plans and the Postretirement Health Plan consisted of the following
components:
OTHER
PENSION BENEFITS POSTRETIREMENT BENEFITS
---------------------------- ----------------------------
2003 2002 2001 2003 2002 2001
------- ------ ------- ------- ------- -------
Service cost $ 104 $ 91 $ 74 $2,858 $2,562 $1,819
Interest cost 129 121 109 2,097 1,802 1,353
Recognized actuarial loss - - - 472 439 239
Amortization of transition obligation 37 29 29 - - -
Settlement gain - - (4,690) - - -
Return on plan assets (69) (54) (30) - - -
------- ------ ------- ------- ------- -------
Net periodic benefit cost (credit) $ 201 $ 187 $(4,508) $5,427 $4,803 $3,411
Discount rate 6.29% 6.38% 7.66% 6.75% 7.00% 7.75%
Rate of return on plan assets 5.50% 5.50% 5.50% - - -
Rate of compensation increase 3.50% 3.50% 3.50% - - -
For measurement purposes, an 11% annual rate of increase in health
care costs was assumed for 2004 and is assumed to decrease gradually to 5%
for 2012 and remain at that level thereafter. The increase in the
postretirement benefit obligation in 2003 was due to a decrease in the
discount rate, an increase in claims costs, and a change in the mortality
assumption and was partially offset by a gain from demographic changes
related to reduced headcount.
Assumed health care cost trend rates can have a significant effect on
the amounts reported for the Postretirement Health Plan. A
one-percentage-point change in assumed health care cost trend rates would
have had the following effects for the year ended December 31, 2003:
1-PERCENTAGE-POINT 1-PERCENTAGE-POINT
INCREASE DECREASE
------------------ -----------------
Effect on total of service and interest cost components
of net periodic benefit cost $ 1,483 $(975)
Effect on postretirement benefit obligation 11,379 (8,624)
The Company expects to contribute approximately $0.3 million to the
Defined Benefit Pension Plans and approximately $0.2 million to the
Postretirement Health Plan for the year ended December 31, 2004.
On December 8, 2003, the President signed the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 (the "Act") into law. The
Act introduces a prescription drug benefit under Medicare (Medicare Part D)
as well as a federal subsidy to sponsors of retiree health care benefit
plans that provide a benefit that is at least actuarially equivalent to
Medicare Part D. In accordance with FASB Staff Position ("FSP") No. FAS
106-1, "Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug, Improvement and Modernization Act of 2003," any measures
of the accumulated postretirement benefit obligation or net periodic
postretirement benefit cost herein do not reflect the effects of the Act on
the Postretirement Health Plan. Specific authoritative guidance on the
accounting for the federal subsidy is pending and that guidance, when
issued, could require the sponsor to revise the related disclosures.
-61-
13. INCOME TAXES
The components of the income tax provision (benefit), including the
income tax benefit reflected in equity in losses of OFS BrightWave, for the
years ended December 31, 2003, 2002, and 2001 were as follows:
YEAR ENDED DECEMBER 31,
----------------------------------
2003 2002 2001
-------- -------- --------
Current:
Federal $ (4,972) $(15,591) $ 17,842
State 154 155 781
-------- -------- --------
Current income tax provision (benefit) (4,818) (15,436) 18,623
-------- -------- --------
Deferred:
Federal (33,624) (19,931) (1,611)
State (2,995) (4,042) (651)
-------- -------- --------
Deferred income tax benefit (36,619) (23,973) (2,262)
-------- -------- --------
Total income tax provision (benefit) $(41,437) $(39,409) $ 16,361
======== ======== ========
The Company has not separately stated the tax effect of foreign
operations because it is not material to the financial statements.
The total income tax provision (benefit) included an income tax
benefit of $36.3 million, $31.5 million and $4.1 million for the years
ended December 31, 2003, 2002 and 2001, respectively, reflected in equity
in losses of OFS BrightWave.
The reconciliation of the statutory U.S. federal income tax rate to
the Company's effective income tax rate for the years ended December 31,
2003, 2002, and 2001 was as follows:
YEAR ENDED DECEMBER 31,
------------------------------
2003 2002 2001
------ ------ ------
Statutory U.S. federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal tax effect 2.1 2.4 0.2
Export sales benefit 0.4 0.4 (2.9)
Permanent items and other 4.3 0.7 (2.8)
General business credits 0.3 0.3 -
Valuation allowances for net operating loss and
capital loss carryforwards (5.1) (1.8) 7.5
----- ----- -----
Effective income tax rate 37.0% 37.0% 37.0%
===== ===== =====
During 2001, the Company established a deferred tax valuation
allowance of $2.0 million against a net foreign deferred tax asset arising
primarily from a foreign net operating loss carryforward. The loss
carryforward has no expiration date, but is subject to local restrictions
limiting its deductibility. The deferred tax valuation allowance related to
this item increased by $5.2 million and $0.8 million for the years ended
December 31, 2003 and 2002, respectively, to a balance of $8.0 million and
$2.8 million as of December 31, 2003 and 2002, respectively.
The Company also had a foreign net operating loss carryforward of
approximately $6.9 million and $2.8 million as of December 31, 2003 and
2002, respectively, which had no expiration date; and the Company considers
it more likely than not to be realized.
In addition, the Company had a valuation allowance of $1.4 million as
of December 31, 2003 and 2002, which was established in 2001 against a
deferred tax asset arising from the impairment charge for an investment in
a wireless infrastructure project management company, now in the process of
being
-62-
liquidated, which created a capital loss for tax purposes. The Company
considered it more likely than not that this capital loss carryforward will
expire unused due to uncertainty about the creation of future capital
gains.
The components of deferred income tax assets and liabilities and the
classification of deferred tax balances on the balance sheet were as
follows:
AS OF DECEMBER 31,
---------------------
2003 2002
--------- --------
Deferred tax assets:
Accounts receivable and inventory reserves $7,830 $11,024
Employee benefits 3,737 3,441
Postretirement benefits 11,294 8,999
Foreign net operating losses 10,239 3,862
Investment in unconsolidated affiliate 1,388 1,388
Investment in OFS BrightWave, LLC 45,487 16,881
Other 7,344 4,389
--------- --------
Total deferred tax assets 87,319 49,984
Valuation allowance (9,357) (4,233)
--------- --------
Net deferred tax assets 77,962 45,751
Deferred tax liabilities:
Property, plant and equipment (16,334) (22,059)
Goodwill and intangibles (2,811) (3,541)
--------- --------
Total deferred tax liabilities (19,145) (25,600)
--------- --------
Net deferred tax asset $58,817 $20,151
========= ========
Deferred taxes as recorded on the balance sheet:
Current deferred tax asset $14,061 $16,579
Noncurrent deferred tax asset 44,756 3,572
--------- --------
Net deferred tax asset $58,817 $20,151
========= ========
The Company has not established a valuation allowance against the
remaining deferred tax assets of $68.4 million as the Company has
determined that the assets are more likely than not to be realized.
Approximately $45.5 million of these deferred tax assets relate to the
Company's share of losses from its investment in OFS BrightWave. Since the
Company has a contractual right to sell its ownership interest in OFS
BrightWave to Furukawa in 2006 for a cash payment equal to its original
investment, the entire deferred tax asset would be realized upon exercise
of this right. Excluding these noncash losses and asset impairment charges,
the Company has a positive earnings history, and therefore has determined
that the remaining net deferred tax asset of $13.3 million is more likely
than not to be realized.
At December 31, 2003 the Company had approximately $11.7 million in
state investment tax credits that could be utilized to reduce state income
tax liabilities for future tax years through 2010.
At December 31, 2003 the Company had approximately $40.1 million in
foreign net operating loss carryforwards that can be utilized to reduce
foreign income tax for future years indefinitely. Approximately $33.2
million of these losses have a valuation allowance against them.
The Company had no cumulative net undistributed earnings from foreign
subsidiaries at December 31, 2003. Although the Company does not currently
intend to repatriate earnings from foreign subsidiaries, foreign tax
credits may be available as a reduction of United States income taxes in
the event of such distributions.
-63-
Income tax (expense) benefit for components of other comprehensive
income (loss) for the years ended December 31, 2003, 2002 and 2001 was as
follows:
YEAR ENDED DECEMBER 31,
-------------------------------
2003 2002 2001
------ ------ -------
Hedging (gain) loss on nonderivative instrument $ - $ 447 $ (300)
Effect of adopting SFAS No. 133 - - (135)
Loss on derivative instrument designated
as a cash flow hedge - 16 120
Loss on derivative instrument designated
as a net investment hedge 1,867 471 -
------ ------ -------
Total income tax (expense) benefit for components
of other comprehensive income (loss) $1,867 $ 934 $ (315)
====== ====== =======
14. STOCK COMPENSATION PLANS
In 1997, the Company adopted the Amended and Restated CommScope, Inc.
1997 Long-Term Incentive Plan (the "CommScope Incentive Plan"), which was
formally approved by the Company's stockholders in 1998. The Company
amended the CommScope Incentive Plan in 1998, 2000, and 2002 to, among
other things, increase the number of shares available under the Plan. The
Company's stockholders approved each of these amendments at the time it was
made. The CommScope Incentive Plan provides for the granting of stock
options, restricted stock, performance units, performance shares and
phantom shares to employees of the Company and its subsidiaries and the
granting of stock and stock options to nonemployee directors of the
Company. A total of 11.7 million shares have been authorized for issuance
under the CommScope Incentive Plan through December 31, 2003. Stock options
generally expire 10 years from the date they are granted. Options vest over
service periods that generally range from three to four years. Upon initial
election to the Company's board of directors, a non-employee director is
granted 1,000 shares of stock, which are fully vested and transferable upon
issuance, and an option to purchase 20,000 shares of stock, which vest over
a three-year period. If a non-employee director remains in office, a
similar option is granted every three years. Non-employee directors are
also eligible for discretionary stock option awards.
-64-
The following tables summarize the Company's stock option activity and
information about stock options outstanding at December 31, 2003:
WEIGHTED AVERAGE
SHARES EXERCISE PRICE PER
(IN THOUSANDS) SHARE
-------------- ------------------
Stock options outstanding at December 31, 2000 5,452 17.64
Granted 294 21.90
Cancelled (432) 22.40
Exercised (225) 13.00
-------------- ----------------
Stock options outstanding at December 31, 2001 5,089 17.69
Granted 3,693 11.18
Cancelled (370) 17.81
Exercised (73) 14.03
-------------- ----------------
Stock options outstanding at December 31, 2002 8,339 14.84
Granted 1,217 14.31
Cancelled (315) 13.65
Exercised (104) 11.29
-------------- ----------------
Stock options outstanding at December 31, 2003 9,137 14.85
============== ================
Stock options exercisable at:
December 31, 2001 3,703 $16.50
December 31, 2002 4,221 $17.55
December 31, 2003 5,626 $16.44
Shares reserved for future issuance at December 31, 2003 1,102
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------- ---------------------------------
WEIGHTED AVERAGE
RANGE OF REMAINING WEIGHTED AVERAGE WEIGHTED AVERAGE
EXERCISE SHARES CONTRACTUAL LIFE EXERCISE PRICE SHARES EXERCISE PRICE
PRICES (IN THOUSANDS) (IN YEARS) PER SHARE (IN THOUSANDS) PER SHARE
---------- ---------------------------------------------------- ---------------------------------
$7 to $10 2,268 8.9 $7.93 720 $ 7.93
10 to 20 6,232 6.2 15.10 4,273 14.81
20 to 30 29 5.8 23.33 25 23.64
30 to 40 601 5.9 37.59 601 37.59
40 to 48 7 6.2 45.00 7 45.00
---------------------------------------------------- ---------------------------------
$7 to $48 9,137 6.9 $14.85 5,626 $16.44
==================================================== =================================
-65-
The Company has elected to account for stock options using the
intrinsic value method. The weighted average fair value per option,
disclosed below, has been estimated using the Black-Scholes option pricing
model. The assumptions used to develop the weighted average fair value per
option were as follows:
YEAR ENDED DECEMBER 31,
------------------------------
2003 2002 2001
------ ------ ------
Valuation assumptions:
Expected option term (years) 4.0 4.0 3.5
Expected volatility 71.0% 66.0% 50.0%
Expected dividend yield 0.0% 0.0% 0.0%
Risk-free interest rate 2.75% 2.5% 4.0%
Weighted average fair value per option $ 7.84 $ 5.77 $ 9.05
See Note 2 for pro forma disclosure of option expense.
15. STOCKHOLDER RIGHTS PLAN
On June 10, 1997, the Board of Directors adopted a stockholder rights
plan designed to protect stockholders from various abusive takeover
tactics, including attempts to acquire control of the Company at an
inadequate price. Under the rights plan, each stockholder received a
dividend of one right for each outstanding share of common stock, which was
distributed on July 29, 1997. The rights are attached to, and presently
only trade with, the common stock and currently are not exercisable. Except
as specified below, upon becoming exercisable, all rights holders will be
entitled to purchase from the Company one one-thousandth of a share of
Series A Junior Participating Preferred Stock ("Participating Preferred
Stock") for each right held at a price of $60.
The rights become exercisable and will begin to trade separately from
the common stock upon the earlier of (i) the first date of public
announcement that a person or group (other than pursuant to a Permitted
Offer, as defined) has acquired beneficial ownership of 15% or more of the
outstanding common stock; or (ii) 10 business days (or such later date as
the Board of Directors of the Company may determine) following a person's
or group's commencement of, or announcement of and intention to commence, a
tender or exchange offer, the consummation of which would result in
beneficial ownership of 15% or more of the common stock. The rights will
entitle holders (other than an Acquiring Person, as defined) to purchase
common stock having a market value (immediately prior to such acquisition)
of twice the exercise price of the right. If the Company is acquired
through a merger or other business combination transaction (other than a
Permitted Offer, as defined), each right will entitle the holder to
purchase $120 worth of the surviving company's common stock for $60. The
Company may redeem the rights for $0.01 each at any time prior to such
acquisitions. The rights will expire on June 12, 2007.
In connection with the rights plan, the Board of Directors approved
the creation of (out of the authorized but unissued shares of preferred
stock of the Company) participating preferred stock, consisting of 0.4
million shares with a par value of $0.01 per share. The holders of the
participating preferred stock are entitled to receive dividends, if
declared by the Board of Directors, from funds legally available. Each
share of participating preferred stock is entitled to one thousand votes on
all matters submitted to stockholder vote. The shares of participating
preferred stock are not redeemable by the Company nor convertible into
common stock or any other security of the Company.
16. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash and cash
equivalents, trade receivables, trade payables, debt instruments and a
cross currency swap contract (see Note 11). For cash and cash equivalents,
trade receivables and trade payables, the carrying amounts of these
financial instruments as of December 31, 2003 and 2002 were considered
representative of their fair values due to
-66-
their short terms to maturity. Quoted market prices were not available for
the Company's IDA Notes (see Note 10), but management determined that the
fair value of this debt instrument approximated its carrying value based on
a discounted cash flow analysis, using interest rates that were available
to the Company as of December 31, 2003 and 2002 for issuance of debt with
similar terms and remaining maturities. With respect to the Company's
convertible notes (see Note 10), fair value was based on quoted market
prices. The fair value of the Company's cross currency swap contract was
based on the net present value of the difference between the expected
future US dollar cash flows and the expected future euro cash flows.
The carrying amounts and estimated fair values of the Company's
convertible notes and cross currency swap as of December 31, 2003 and 2002,
are summarized as follows:
AS OF DECEMBER 31,
--------------------------------------------------------
2003 2002
-------------------------- ------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- ---------- --------- ---------
Convertible notes $172,500 $170,775 $172,500 $140,588
Cross currency swap 6,000 6,000 1,260 1,260
The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 2003 and 2002.
Although management is not aware of any factors that would significantly
affect these fair value estimates, such amounts have not been
comprehensively revalued for purposes of these financial statements since
those dates, and current estimates of fair value may differ significantly
from the amounts presented herein.
17. COMMITMENTS AND CONTINGENCIES
CommScope leases certain equipment and facilities under operating
leases expiring at various dates through the year 2011. Rent expense was
$6.3 million in 2003, $7.1 million in 2002 and $7.6 million in 2001. Future
minimum rental payments required under operating leases with initial terms
of one year or more as of December 31, 2003 are: $4.0 million in 2004; $3.2
million in 2005; $2.3 million in 2006; $1.7 million in 2007; $1.3 million
in 2008; and $1.9 million thereafter.
The Company terminated an operating lease for its corporate office
building on December 13, 2002 and exercised its option to acquire the
building for $12.8 million.
CommScope is either a plaintiff or a defendant in pending legal
matters in the normal course of business; however, management believes none
of these legal matters will have a materially adverse effect on the
Company's financial statements upon final disposition. In addition,
CommScope is subject to various federal, state, local and foreign laws and
regulations governing the use, discharge, disposal and remediation of
hazardous materials. Compliance with current laws and regulations has not
had, and is not expected to have, a materially adverse effect on the
Company's financial condition or results of operations.
18. INDUSTRY SEGMENTS, MAJOR CUSTOMERS, RELATED PARTY TRANSACTIONS AND
GEOGRAPHIC INFORMATION
The Company's operations are conducted within one business segment
that designs, manufactures and markets coaxial, fiber optic and high
performance electronic cables primarily used in communications
applications. The Company's primary source of revenues is from product
sales to cable television system operators, telecommunications service
providers, original equipment manufacturers and distributors. Service
revenue from delivery of products shipped by Company owned trucks was not
material to the Company's reported sales during 2003, 2002 or 2001. The
Company aggregates and reports its results in one reportable segment based
on the similarity of its products, production processes, distribution
methods, and regulatory environment.
-67-
AT&T Broadband merged with Comcast Corporation in November 2002, to
create a new company named Comcast Corporation ("Comcast"). Comcast
accounted for approximately 18% of the Company's total net sales during
2003. On a pro forma basis for the full year 2002, Comcast, combined with
AT&T Broadband, accounted for approximately 20% of the Company's total
sales during 2002 and approximately 10% of the Company's total sales during
2001. No other customer accounted for 10% or more of net sales during 2003,
2002, or 2001. Comcast comprised approximately 17% of the Company's net
accounts receivable as of December 31, 2003. Comcast, on a combined basis
with AT&T Broadband, comprised approximately 23% of the Company's net
accounts receivable as of December 31, 2002. Accounts receivable from
another customer comprised approximately 10% and 12% of the Company's net
accounts receivable as of December 31, 2003 and 2002, respectively. No
other customer accounted for greater than 10% of net accounts receivable as
of December 31, 2003 or 2002.
Sales to related parties were 1% of net sales in 2003, less than 1% in
2002 and less than 2% in 2001. Trade accounts receivable from related
parties were 1% of the Company's total trade accounts receivable balance as
of December 31, 2003 and less than 1% as of December 31, 2002. In the
fourth quarter of 2002, Furukawa and its affiliates became related parties
to the Company, as a result of Furukawa's acquisition of approximately 13%
of CommScope's common stock. For the years ended December 31, 2003 and
2002, less than 5% of CommScope's total cost of sales and operating
expenses were for purchases of optical fiber from OFS Fitel, a wholly owned
indirect subsidiary of Furukawa. Purchases from all other related parties
were less than 1% of cost of sales and operating expenses in 2003, 2002 and
2001. As of December 31, 2003 and 2002, less than 10% and less than 25%,
respectively, of the Company's trade accounts payable was related to
purchases of optical fiber from OFS Fitel. Trade accounts payable to all
other related parties were less than 1% of the Company's total trade
accounts payable balance as of December 31, 2003 and 2002.
As of December 31, 2003 and 2002, the Company held a $30 million note
receivable from OFS BrightWave, in which CommScope owned an 18.4% equity
interest. The Company recognized interest income on this note of $907 and
$935 for the years ended December 31, 2003 and 2002 and $125 for the six
week period ended December 31, 2001, of which $167, $172 and $23,
respectively, was eliminated in consolidation. An income statement benefit
related to a $1.5 million reimbursement from OFS BrightWave for costs
incurred related to the formation of OFS BrightWave, of which $280 was
eliminated in consolidation, was recorded to terminated acquisition costs
in the fourth quarter of 2001.
Sales to customers located outside of the United States
("international sales") comprised approximately 19% of net sales in 2003
and 2002 and 23% of net sales in 2001. International sales by geographic
region, based on the destination of product shipments, and worldwide sales
by broad product group were as follows (in millions):
YEAR ENDED DECEMBER 31,
------------------------------
2003 2002 2001
------------------------------
Latin America $29.5 $31.0 $64.5
Asia / Pacific Rim 14.5 16.7 26.2
Europe 49.6 44.9 64.9
Canada 14.6 15.1 16.3
Other 2.6 3.8 1.4
------------------------------
Total international sales $110.8 $111.5 $173.3
==============================
YEAR ENDED DECEMBER 31,
------------------------------
2003 2002 2001
------------------------------
Broadband and other video application products $449.5 $496.5 $588.3
Local area network products 93.8 81.2 88.3
Wireless and other telecommunications products 30.0 20.8 61.9
------------------------------
Total worldwide sales $573.3 $598.5 $738.5
==============================
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Net property, plant and equipment by geographic area was as follows
(in millions):
AS OF DECEMBER 31,
----------------------
2003 2002
----------------------
United States $155.4 $201.6
Belgium 9.9 10.8
Brazil 11.0 17.1
----------------------
Total net property, plant and equipment $176.3 $229.5
======================
19. SUPPLEMENTAL CASH FLOW INFORMATION
AS OF DECEMBER 31,
-------------------------------------
2003 2002 2001
-------------------------------------
Cash paid during the year for:
Income taxes $ 518 $ 762 $ 23,655
Interest (net of capitalized amounts) 9,429 8,446 7,732
Noncash investing and financing activities:
Costs related to acquisition of Connectivity Solutions $ 1,458 $ -- $ --
Acquisition of interest in OFS BrightWave, LLC -- -- (173,388)
Purchase of note of OFS BrightWave, LLC -- -- (30,000)
Issuance of common stock to Lucent -- -- 203,388
20. QUARTERLY FINANCIAL DATA (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE DATA)
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
--------------------------------------------------------
Fiscal 2003:
Net sales $129,368 $141,422 $148,723 $153,747
Gross profit 24,117 28,799 30,641 31,083
Operating income (loss)(a) 2,458 (26,195) 8,304 6,479
Net income (loss) (3,073) (51,375) 1,122 (17,234)
Net income (loss) per share, basic (0.05) (0.87) 0.02 (0.29)
Net income (loss) per share, diluted (0.05) (0.87) 0.02 (0.29)
Fiscal 2002:
Net sales $159,751 $155,014 $147,819 $135,883
Gross profit 35,425 31,723 27,076 26,331
Operating income (loss)(b) 12,197 (11,120) (19,597) 3,110
Net loss (1,648) (42,491) (19,562) (3,451)
Net loss per share, basic (0.03) (0.69) (0.32) (0.06)
Net loss per share, diluted (0.03) (0.69) (0.32) (0.06)
---------
(a) Operating income (loss) for the year ended December 31, 2003 included
$31,728 of impairment charges for fixed assets in the second quarter.
(b) Operating income (loss) for the year ended December 31, 2002 included
charges of $20,453 related to the write-off of Adelphia receivables in
the second quarter and $25,096 of impairment charges for fixed assets
in the third quarter.
-69-
21. SUBSEQUENT EVENTS
ACQUISITION OF CONNECTIVITY SOLUTIONS BUSINESS FROM AVAYA:
Effective January 31, 2004, CommScope completed the acquisition of
substantially all of the assets and assumed certain liabilities of the
Connectivity Solutions business from Avaya Inc. The total purchase price
consists of $250 million in cash, subject to post-closing adjustments and
the closing of the acquisition of certain international operations expected
to be completed later this year, and approximately 1.8 million shares of
CommScope common stock. These shares were valued at $32.4 million on the
closing date, based on the five-day average market price of CommScope's
common stock beginning on the second trading day prior to the closing date
and ending on the third trading day after the closing date, which was
reduced by a $0.5 million accrual for estimated registration costs.
CommScope will assume certain current liabilities and up to $65 million of
other specified liabilities, primarily related to employee benefits. The
Company acquired the Connectivity Solutions business primarily to expand
the Company's position in the 'last mile' of telecommunications, establish
a leadership position in the global enterprise market and enhance the
Company's global growth opportunities. The Connectivity Solutions business
is a designer, manufacturer and marketer of physical layer end-to-end
structured cabling solutions supporting local area network applications for
enterprises and telecommunications service providers.
The cash portion of the purchase price consisted of $150 million from
CommScope's existing cash balances and $100 million from borrowing under a
new 5-year $185 million senior secured credit facility. The new credit
facility, which amended and restated CommScope's previous credit facility,
is comprised of a $75 million term loan and a $110 million revolving credit
facility. The senior secured credit facility is secured by substantially
all of the Company's assets, is guaranteed by all of the Company's material
domestic subsidiaries and contains certain financial and restrictive
covenants. The term loan facility is required to be repaid by CommScope in
consecutive quarterly installments of $3.75 million from March 31, 2004 to
September 30, 2004, $11.75 million on December 31, 2004 and $3.25 million
on each quarterly payment date thereafter with a final payment of all
outstanding principal and interest at maturity on December 31, 2008. The
interest rate on the $75 million term loan facility is, at CommScope's
option, either the Eurodollar rate plus 2.250% to 3.250%, or the
Alternative Base Rate plus 0.750% to 1.750%, in each case based on the
Company's fixed charge coverage ratio. The interest rate on the $110
million senior secured revolving credit facility is, at CommScope's option,
either the Eurodollar rate plus 2.00% to 3.00% or the Alternative Base Rate
plus 0.500% to 1.500%, in each case based on the Company's fixed charge
coverage ratio.
-70-
The Company has prepared a preliminary unaudited condensed balance
sheet reflecting the estimated fair values assigned to each major asset and
liability caption of the Connectivity Solutions business as of the January
31, 2004 closing date. This preliminary condensed balance sheet as of the
closing date reflects a purchase price allocation based on preliminary
estimates of the fair values of certain assets and liabilities. The fair
values of certain of these assets and liabilities are based on information
provided by Avaya, which has not been completely finalized as of the date
of this Form 10-K. In addition, the values reported herein for property,
plant and equipment, other intangible assets and pension and postretirement
benefit liabilities are estimates based on preliminary third party
valuations. These values are subject to change until these third party
valuations have been finalized and changes in these values could have a
material impact on the purchase price allocation. Until this purchase price
allocation is finalized, there may be material adjustments to the fair
values of the assets and liabilities disclosed in this preliminary
condensed balance sheet.
As of
January 31,
2004
(Unaudited--
in millions)
----------------
Accounts receivable $ 46.5
Inventories 125.2
Other current assets 1.1
Property, plant and equipment 166.1
Other intangible assets 82.6
Other noncurrent assets 0.5
----------------
Total assets $422.0
================
Accounts payable $ 26.6
Employee benefit liabilities 10.6
Other current liabilities 37.2
Pension and postretirement benefit liabilities 80.1
Other noncurrent liabilities 3.5
----------------
Total liabilities $158.0
================
-71-
Other intangible assets reflected above include the following:
Estimated Fair Value Amortization
(Unaudited-- Period
in millions) (in years)
----------------------------------------
Developed technologies (for internal use) $ 28.4 9.0
Developed technologies (for external use) 16.5 14.0
Customer base 11.8 9.0
Favorable contracts 8.8 3.0
Other 1.3 3.0
---------------------
Total amortizable intangible assets $ 66.8
Trademarks 12.1
In-process research and development 3.7
---------------------
Total intangible assets $ 82.6
=====================
Weighted average amortization period 7.4
Trademarks have been determined by management to have indefinite lives
and will not be amortized. In-process research and development assets will
be written off and reflected in the Company's statement of operations as
research and development expense during the quarter ended March 31, 2004.
POTENTIAL RESTRUCTURING OF OFS BRIGHTWAVE OWNERSHIP:
Furukawa recently stated that it believes it is in the last stages of
restructuring the OFS business. Among other actions, OFS BrightWave plans
to move certain cable production from the Norcross facility to the
Carrollton facility during the next few months. While CommScope believes
that these restructuring actions are appropriate, they could reduce
CommScope's ownership interest in OFS BrightWave because CommScope does not
intend to make further investments in OFS BrightWave. A reduction in
CommScope's ownership percentage has no effect on CommScope's contractual
right to sell its ownership interest in OFS BrightWave to Furukawa in 2006
for a cash payment equal to CommScope's original investment in and advances
to OFS BrightWave.
-72-
COMMSCOPE, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
ADDITIONS
---------------------------
CHARGED TO
BALANCE AT CHARGED TO OTHER BALANCE AT
BEGINNING COSTS AND AMOUNTS DEDUCTIONS END OF
DESCRIPTION OF PERIOD EXPENSES (DESCRIBE) (DESCRIBE)(1) PERIOD
----------------------------------------------------------------------------------------------------------------
Deducted from assets:
Allowance for doubtful accounts
Year ended December 31, 2003 $11,811 $4,794 $ -- $4,460 $12,145
Year ended December 31, 2002 $12,599 $25,217 $ -- $26,005 $11,811
Year ended December 31, 2001 $9,187 $6,565 $ -- $3,153 $12,599
---------
(1) Uncollectible customer accounts written off, net of recoveries of
previously written off customer accounts.
-73-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Our disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarize and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission. Our Chief
Executive Officer and our Chief Financial Officer have reviewed the
effectiveness of our disclosure controls and procedures as of the end of
the period covered by this Annual Report on Form 10-K and have concluded
that the disclosure controls and procedures are effective.
-74-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item is contained in Part I, Item 4 of
this Form 10-K and the sections captioned "Management of the Company--Board
of Directors of the Company", "Management of the Company--Committees of the
Board of Directors--Board Meetings", and "Management of the
Company--Section 16(a) Beneficial Ownership Reporting Compliance" included
in our 2004 Proxy Statement, which sections are incorporated herein by
reference.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL AND ACCOUNTING
OFFICERS
We have adopted the CommScope, Inc. Code of Ethics for Principal
Executive and Senior Financial and Accounting Officers (the "Senior Officer
Code of Ethics"), a code of ethics that applies to our Chief Executive
Officer, Chief Financial Officer and Controller. The Senior Officer Code of
Ethics is publicly available on our website at http://www.commscope.com. If
we make an amendment to, or grant a waiver from, a provision of the Senior
Officer Code of Ethics, we will disclose the nature of such waiver or
amendment on our website.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is contained in the section
captioned "Management of the Company" in our 2004 Proxy Statement and is
incorporated by reference herein. The sections captioned "Management of the
Company--Compensation Committee Report on Compensation of Executive
Officers" and "Performance Graph" in our 2004 Proxy Statement are not
incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information with respect to all
of our equity compensation plans in effect as of December 31, 2003:
(c)
(a) NUMBER OF SECURITIES
NUMBER OF (b) REMAINING AVAILABLE
SECURITIES TO BE WEIGHTED-AVERAGE FOR FUTURE ISSUANCE
ISSUED UPON EXERCISE EXERCISE PRICE OF UNDER EQUITY COMPENSATION
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, PLANS (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (a))
-------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by security holders 9,136,545 $14.85 1,101,662
Equity compensation plans not
approved by security holders - - -
---------------------------------------------------------------------------------
Total 9,136,545 $14.85 1,101,662
=================================================================================
Other information required by this Item is contained in the sections
captioned "Beneficial Ownership of Common Stock" and "Management of the
Company--Stock Options" in our 2004 Proxy Statement, which sections are
incorporated by reference herein.
-75-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item is contained in the section
captioned "Management of the Company--Certain Relationships and Related
Transactions" in our 2004 Proxy Statement and is incorporated by reference
herein.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item is contained in the section
captioned "Independent Auditors" in our 2004 Proxy Statement and is
incorporated by reference herein.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed as Part of this Report:
1. Financial Statements.
The following consolidated financial statements of
CommScope, Inc. are included under Part II, Item 8:
Independent Auditors' Report.
Consolidated Statements of Operations for the Years
ended December 31, 2003, 2002, and 2001.
Consolidated Balance Sheets as of December 31, 2003
and 2002.
Consolidated Statements of Cash Flows for the Years
ended December 31, 2003, 2002 and 2001.
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) for the Years ended
December 31, 2003, 2002 and 2001.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules.
Schedule II - Valuation and Qualifying Accounts.
Included under Part II, Item 8.
Certain schedules are omitted because they are not
applicable or the required information is shown in
the financial statements or notes thereto.
3. List of Exhibits. See Index of Exhibits included on page
E-1.
(b) Reports on Form 8-K:
On October 27, 2003 we filed a current report on Form
8-K announcing (i) that we had signed a definitive
asset purchase agreement with Avaya to acquire its
Connectivity Solutions business for cash and
securities valued at approximately $263 million and
(ii) our financial results for the third quarter
ended September 30, 2003.
-76-
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CommScope, Inc.
Date: March 15, 2004 By: /s/ Frank M. Drendel
-----------------------------------
Frank M. Drendel
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Frank M. Drendel Chairman of the Board and Chief Executive March 15, 2004
--------------------------------- Officer
Frank M. Drendel
/s/ Jearld L. Leonhardt Executive Vice President and Chief March 15, 2004
--------------------------------- Financial Officer (Principal financial
Jearld L. Leonhardt officer)
/s/ William R. Gooden Senior Vice President and Controller March 15, 2004
--------------------------------- (Principal accounting officer)
William R. Gooden
/s/ Duncan M. Faircloth Director March 15, 2004
---------------------------------
Duncan M. Faircloth
/s/ Boyd L. George Director March 15, 2004
---------------------------------
Boyd L. George
/s/ George N. Hutton, Jr. Director March 15, 2004
---------------------------------
George N. Hutton, Jr.
/s/ June E. Travis Director March 15, 2004
---------------------------------
June E. Travis
/s/ James N. Whitson Director March 15, 2004
---------------------------------
James N. Whitson
-77-
INDEX OF EXHIBITS
Exhibit No. Description
----------- -----------
2.1 Stock Purchase Agreement, dated as of October 9, 2002, by
and among Lucent Technologies Inc., CommScope, Inc. and The
Furukawa Electric Co., Ltd. (Incorporated herein by
reference from the Company's Current Report on Form 8-K
dated October 9, 2002 (File No. 1-12929).).
2.2 Asset Purchase Agreement, dated as of October 26, 2003, by
and among CommScope, Inc. and SS Holdings, LLC and Avaya
Inc. (Incorporated herein by reference from the Company's
Current Report on Form 8-K dated February 12, 2004 (File No.
1-12929).)
3.1 Amended and Restated Certificate of Incorporation of
CommScope, Inc. (Incorporated herein by reference from the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1997 (File No. 1-12929).)
3.2 Amended and Restated By-Laws of CommScope, Inc.
(Incorporated herein by reference from the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1997 (File No. 1-12929).)
4.1 Rights Agreement, dated June 12, 1997, between CommScope,
Inc. and ChaseMellon Shareholder Services, L.L.C.
(Incorporated herein by reference from the Registration
Statement on Form 8-A filed June 30, 1997 (File No.
1-12929).)
4.1.1 Amendment No. 1 to Rights Agreement, dated as of June 14,
1999, between CommScope, Inc. and ChaseMellon Shareholder
Services. (Incorporated by reference from the Amendment to
Registration Statement on Form 8-A/A filed June 14, 1999
(File No. 1-12929)).
4.1.2 Amendment No. 2 to Rights Agreement, dated as of November
15, 2001 between CommScope, Inc. and Mellon Investor
Services LLC. (Incorporated by reference from the Amendment
to Registration Statement on Form 8-A/A filed November 19,
2001 (File no. 1-12929).)
10.1 Tax Sharing Agreement, dated as of July 25, 1997, among
NextLevel Systems, Inc., CommScope, Inc. and General
Semiconductor, Inc. (Incorporated herein by reference from
the Company's Quarterly Report on From 10-Q for the period
ended June 30, 1997 (File No. 1-12929).)
10.2 Amended and Restated Credit and Security Agreement dated as
of January 31, 2004, by and among CommScope, Inc. of North
Carolina, CommScope Solutions, Inc., Connectivity Solutions
Manufacturing, Inc., the lenders listed therein, and
Wachovia Bank, National Association, as Agent (Incorporated
by reference herein from the Company's Current Report on
Form 8-K dated February 12, 2004 (File No. 1-12929).)
Exhibit No. Description
----------- -----------
10.3 Cross Currency Rate and Forward Foreign Exchange Transaction
Confirmation, dated as of December 2, 2002, between
CommScope, Inc. of North Carolina and Wachovia Bank National
Association. (Incorporated herein by reference from the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002 (File No. 1-12929).)
10.4+ Amended and Restated CommScope, Inc. 1997 Long-Term
Incentive Plan (as amended and restated through May 3,
2002). (Incorporated herein by reference from the Company's
Annual Report on Form 10-K for the year ended December 31,
2002 (File No. 1-12929).)
10.5+ Form of Severance Protection Agreement between the Company
and certain executive officers. (Incorporated by reference
from the Company's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 1-12929).)
10.5.1+ Form of Amendment to Severance Protection Agreement between
the Company and certain executive officers. (Incorporated by
reference from the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1999 (File No. 1-12929).)
10.6+ Employment Agreement between Frank Drendel, General
Instrument Corporation and CommScope, Inc. of North
Carolina, the Letter Agreement related thereto dated May 20,
1993 and Amendment to Employment Agreement dated July 25,
1997. (Incorporated by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1997
(File No. 1-12929).)
10.7+ The CommScope, Inc. Annual Incentive Plan, as amended
through June 9, 1999. (Incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-12929).)
10.8+ 1997 CommScope, Inc. of North Carolina Deferred Compensation
Plan. (Incorporated herein by reference from the Company's
Annual Report on Form 10-K for the year ended December 31,
2002 (File No. 1-12929)).
10.9+ CommScope, Inc. Deferred Compensation Plan for Directors.
(Incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 2002
(File No. 1-12929).)
10.10+ CommScope, Inc. Supplemental Executive Retirement Plan, as
Amended and Restated effective January 1, 2001.
(Incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 2002
(File No. 1-12929)).
10.11 Indenture dated as of December 15, 1999 between CommScope,
Inc. and First Union National Bank, as Trustee (Incorporated
by reference from the Company's Registration Statement on
form S-3 dated January 14, 2000 (File No. 333-94691).)
-2-
Exhibit No. Description
----------- -----------
10.12 Amended and Restated Memorandum of Understanding, dated as
of November 15, 2001, by and between The Furukawa Electric
Co., Ltd. and CommScope, Inc. (Incorporated by reference
from the Company's Current Report on Form 8-K dated November
26, 2001 (File No. 1-12929).).
10.12.1 Amendment No. 1, dated as of October 9, 2002, to the Amended
and Restated Memorandum of Understanding, dated as of
November 15, 2001, by and between The Furukawa Electric Co.,
Ltd. and CommScope, Inc. (Incorporated herein by reference
from the Company's Current Report on Form 8-K dated October
9, 2002 (File No. 1-12929).)
10.13 Financing Agreement, dated July 24, 2001 among CommScope,
Inc., The Furukawa Electric Co., Ltd. and Lucent
Technologies Inc. (Incorporated by reference from the
Company's Current Report on Form 8-K dated November 26, 2001
(File No. 1-12929).)
10.14 Financing Agreement Supplement, dated November 9, 2001 among
CommScope, Inc., The Furukawa Electric Co., Ltd. and Lucent
Technologies Inc. (Incorporated by reference from the
Company's Current Report on Form 8-K dated November 26, 2001
(File No. 1-12929).)
10.15 Revolving Credit Agreement, dated as of November 16, 2001,
by and between CommScope Optical Technologies, Inc. and OFS
BrightWave, LLC. (Incorporated herein by reference from the
Company's Annual Report on Form 10-K for the year ended
December 31, 2001 (File No. 1-12929).)
10.15.1 First Amendment to Revolving Credit Agreement, dated as of
October 9, 2002, by and between CommScope Optical
Technologies, Inc. and OFS BrightWave, LLC. (Incorporated
herein by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 2002 (File No.
1-12929).)
10.16 Amended and Restated Limited Liability Company Agreement of
OFS BrightWave, LLC, dated November 16, 2001, by and among
OFS BrightWave, LLC, Fitel USA Corp. and CommScope Optical
Technologies, Inc. (Incorporated herein by reference from
the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 (File No. 1-12929).)
10.17 Stockholders Agreement, dated as of October 9, 2002, by and
between CommScope, Inc. and The Furukawa Electric Co., Ltd.
(Incorporated herein by reference from the Company's Current
Report on Form 8-K dated October 9, 2002 (File No.
1-12929).)
10.18 Registration Rights Agreement, dated as of October 9, 2002,
by and between CommScope, Inc. and The Furukawa Electric
Co., Ltd. (Incorporated herein by reference from the
Company's Current Report on Form 8-K dated October 9, 2002
(File No. 1-12929).)
-3-
Exhibit No. Description
----------- -----------
10.19 Registration Rights Agreement dated as of January 31, 2004
by and between CommScope, Inc. and Avaya Inc. (Incorporated
by reference from the Company's Current Report on Form 8-K
dated February 12, 2004 (File No. 1-12929).)
10.20 Letter Agreement dated October 26, 2003 by and between Avaya
Inc. and CommScope, Inc. (Incorporated by reference from the
Company's Current Report on Form 8-K dated February 12, 2004
(File No. 1-12929).)
10.21 Letter Agreement dated October 26, 2003 by and between
CommScope, Inc. and Avaya Inc. (Incorporated by reference
from the Company's Current Report on Form 8-K dated February
12, 2004 (File No. 1-12929).)
21. Subsidiaries of the Registrant.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers, LLP.
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a).
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a).
32 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(furnished pursuant to Item 601(b)(32)(ii) of Regulation
S-K).
99.1 Forward-Looking Information.
99.2 OFS BrightWave, LLC Consolidated Financial Statements.
---------
+ Management Compensation.
-4-