CommScope Announces Record Third Quarter 2007 Results

HICKORY, N.C., Oct. 30 /PRNewswire-FirstCall/ -- -- Record third quarter EPS of $0.81; up 33 percent year over year -- Record third quarter sales of $514 million, up 10 percent year over year -- Operating income increases more than 25 percent to $81 million -- Operating margin of 15.8 percent -- Orders of $482 million, up 25 percent year over year

CommScope, Inc. (NYSE: CTV), a global leader in infrastructure solutions for communications networks, today announced record third quarter results for the period ended September 30, 2007 .

For the third quarter of 2007, CommScope reported sales of $513.6 million and net income of $60.3 million, or $0.81 per diluted share. For the third quarter of 2006, CommScope reported sales of $466.1 million and net income of $43.6 million, or $0.61 per diluted share. The reported net income for the third quarter of 2006 included after-tax charges of $1.9 million related to restructuring costs. Excluding this special item, adjusted third quarter 2006 earnings were $45.5 million, or $0.64 per diluted share.

"We are pleased to deliver another strong quarter as all of our operating segments continue to benefit from the global demand for bandwidth," said CommScope Chairman and Chief Executive Officer, Frank M. Drendel. "We believe that video, data intensive applications, mobility and dynamic websites create an ongoing need for infrastructure solutions for communication networks. With our acquisition of Andrew Corporation on track to be completed by the end of this year, we believe that CommScope, as a global leader in 'last mile' infrastructure solutions, will be solidly positioned to continue to benefit from these long-term trends," Drendel added.

Sales Overview

Sales for the third quarter of 2007 increased 10.2 percent year over year, primarily driven by increased volume in all three segments, with particular strength in the Carrier segment.

Enterprise segment sales rose 1.1 percent year over year to $240.4 million, primarily due to higher sales volume. Enterprise revenues grew slightly year over year despite unusually strong third quarter 2006 sales. Sales in the third quarter of 2006 had been positively affected by a particularly strong backlog coming into the year-ago quarter. This backlog resulted from longer lead times associated with the company's global manufacturing initiatives and volatile raw material costs.

CommScope announced price increases on selected Enterprise cable and apparatus late in the third quarter of 2007 in response to higher costs. The company expects limited revenue and gross margin benefit from these price increases during the fourth quarter of 2007.

Broadband segment sales rose 12.1 percent year over year to $161.2 million, primarily due to higher sales volumes, particularly in the Central and Latin American region, and the positive impact of the Signal Vision, Inc. acquisition, which closed on May 1, 2007 . Competition between domestic Multiple System Operators (MSOs) and domestic wireline carriers continues to drive investment by MSOs in their networks.

Carrier segment sales increased 32.1 percent year over year to $112.3 million. These robust sales result from strong growth in all Carrier product areas. CommScope's Integrated Cabinet Solutions (ICS) increased as large domestic wireline carriers continue to deploy electronics deeper in their networks to offer higher bandwidth broadband and video services. Strong international sales growth of CommScope's Extremeflex(R) smooth wall aluminum cables to major wireless carriers also drove Carrier performance.

Total international sales for the third quarter of 2007 rose 19.0 percent year over year to $168.5 million, or approximately 32.8 percent of total company sales.

External orders booked in the third quarter of 2007 were $482.3 million, up 25.4 percent from the year-ago quarter.

Andrew Acquisition

On June 27, 2007 , CommScope and Andrew Corporation (NASDAQ: ANDW) announced a definitive agreement, unanimously approved by both companies' respective Boards of Directors, under which CommScope will acquire all of the outstanding shares of Andrew for $15.00 per share, at least 90 percent in cash. The combined company will be a global leader in infrastructure solutions for communications networks, including structured cabling solutions for the business enterprise; broadband cable and apparatus for cable television applications; and antenna and cable products, base station subsystems, coverage and capacity systems, and network solutions for wireless applications.

"As we approach the closing of the Andrew acquisition, we are increasingly excited about the prospects of combining our talented work forces and extensive portfolios of 'last mile' solutions," Mr. Drendel stated. "We continue to believe that cost reductions, growth opportunities and other synergies inherent in this combination will drive increased value for our stockholders. We have been working with our colleagues at Andrew on integration planning and we believe that once this transaction is completed, we will be well-prepared to begin integrating our two industry leading organizations."

The total transaction value is approximately $2.6 billion, based on Andrew's estimated 176 million shares outstanding on a fully diluted basis, which includes shares associated with Andrew's existing convertible notes. CommScope expects to fund the cash portion of the purchase price through a combination of new credit facilities and available cash on hand. CommScope has obtained customary fully underwritten debt financing commitment letters from Bank of America and Wachovia Bank, N.A. (and their respective affiliates). The transaction is not conditioned on receipt of financing by CommScope.

The transaction is subject to completion of customary closing conditions, including effectiveness of a registration statement on Form S-4, approval by Andrew's stockholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other applicable laws or regulations. As previously announced, on August 16, 2007 , CommScope and Andrew received requests for additional information from the Antitrust division of the U.S. Department of Justice (DOJ). CommScope and Andrew have been cooperating fully with the DOJ. The companies continue to expect to close the transaction before the end of 2007.

Outlook

CommScope management provided the following guidance for the fourth quarter, calendar year 2007 and calendar year 2008 without giving effect to the proposed acquisition of Andrew.

Fourth Quarter and Calendar Year 2007

For the fourth quarter of 2007, revenue is expected to be $420-$440 million, up approximately 7 percent to 12 percent year over year, and operating income should rise by 20 percent to 40 percent year over year, based on the expected operating margin of 11.0 percent to 12.0 percent, excluding special items.

"Consistent with historical patterns, we expect lower sequential sales as we move into the seasonally slower fourth quarter," stated CommScope Executive Vice President and Chief Financial Officer, Jearld Leonhardt. "Again this year, we expect lower sales of ICS products in the fourth quarter to be followed by a robust recovery in the first quarter of 2008."

Based on the fourth quarter 2007 financial guidance, sales for calendar year 2007 are expected to be approximately $1.89-$1.91 billion, up approximately 16 percent to 17 percent year over year. Operating margin for calendar year 2007 is estimated to be 14.75 percent to 15.0 percent, excluding special items. Calendar year 2007 capital spending is expected to be approximately $24-$27 million.

The company's previous calendar year 2007 guidance was sales of $1.90 - $1.94 billion and operating margin of 15.25 percent to 15.50 percent, excluding special items.

Calendar Year 2008

For calendar year 2008, CommScope expects modest sales and operating income growth assuming relative stability in the business environment and raw material costs. The company intends to provide calendar-year 2008 guidance after it closes the Andrew transaction and completes its planning for the combined business. Excluding intangible amortization, transition and any other nonrecurring items, and including synergies, the company expects the transaction with Andrew to be accretive to its 2008 results.

Conference Call Information

CommScope plans to host a call today at 5:00 p.m. EDT to discuss third quarter results. You are invited to listen to the conference call or live webcast with Frank Drendel, Chairman and CEO; Brian Garrett , President and COO; and Jearld Leonhardt, Executive Vice President and CFO.

To participate on the conference call, domestic and international callers should dial (212) 231-2901. Please plan to dial in 10-15 minutes before the start of the call to facilitate a timely connection. The live, listen-only audio of the conference call will be available through a link on the "Events/Presentations" tab of the Investor Relations section of CommScope's website at www.commscope.com.

If you are unable to participate on the call and would like to hear a replay, you may dial (800) 633-8284. International callers should dial (402) 977-9140 for the replay. The replay ID is 21352735 and it will be available through Tuesday, November 6 . A webcast replay will also be archived on CommScope's website for a limited period of time following the conference call.

About CommScope

CommScope (NYSE: CTV - www.commscope.com) is a world leader in infrastructure solutions for communication networks. Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions brands, CommScope is the global leader in structured cabling systems for business enterprise applications. It is also the world's largest manufacturer of coaxial cable for Hybrid Fiber Coaxial applications. Backed by strong research and development, CommScope combines technical expertise and proprietary technology with global manufacturing capability to provide customers with high-performance wired or wireless cabling solutions.

Forward-Looking Statements

This press release contains forward-looking statements regarding, among other things, the proposed business combination between CommScope and Andrew and the anticipated consequences and benefits of such transaction, and other financial and operational items relating to CommScope and Andrew. Statements made in the future tense, and statements using words such as "intend," "goal," "estimate," "expect," "expectations," "project," "projections," "plans," "anticipates," "believe," "think," "should," "confident" and "scheduled" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond the control of CommScope or Andrew. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Relevant risks and uncertainties relating to the proposed transaction include, but are not limited to: the risk that required regulatory review and approval may not be obtained in a timely manner, if at all; Andrew's stockholders may not approve the proposed transaction; the anticipated benefits and synergies of the proposed transaction may not be realized; the integration of Andrew's operations with CommScope could be materially delayed or may be more costly or difficult than expected; the proposed transaction may not be consummated; legal proceedings may be commenced by or against CommScope or Andrew. Relevant risks and uncertainties generally applicable to CommScope and Andrew include, but are not limited to: changes in cost and availability of key raw materials and the ability to recover these costs from customers through pricing actions; customer demand for products and the ability to maintain existing business alliances with key customers or distributors; concentration of sales among a limited number of customers or distributors; the risk that internal production capacity and that of contract manufacturers may be insufficient to meet customer demand for products; the risk that customers might cancel orders placed or that orders currently placed may affect order levels in the future; continuing consolidation among customers; competitive pricing and acceptance of products; industry competition and the ability to retain customers through product innovation; possible production disruption due to supplier or contract manufacturer bankruptcy, reorganization or restructuring; successful ongoing operation of our vertical integration activities; ability to achieve expected sales, growth and earnings goals; costs of protecting or defending intellectual property; ability to obtain capital on commercially reasonable terms; regulatory changes affecting us or the industries we serve. For a more complete description of factors that could cause such a difference, please see CommScope's filings with the Securities and Exchange Commission (SEC), which are available on CommScope's website or at www.sec.gov, and Andrew's filings with the SEC, which are available on Andrew's website or at www.sec.gov. In providing forward-looking statements, neither CommScope nor Andrew intends, and neither undertakes any duty or obligation, to update these statements as a result of new information, future events or otherwise.

Additional Information

In connection with the proposed merger, CommScope filed a registration statement with the SEC on Form S-4 (File No. 333-145398) containing a preliminary proxy statement/prospectus and CommScope and Andrew expect to mail a definitive proxy statement/prospectus to Andrew's stockholders containing information about the merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY.

The registration statement and the proxy statement/prospectus contain important information about CommScope, Andrew, the merger, and related matters. Investors and security holders may obtain free copies of these documents through the web site maintained by the SEC at www.sec.gov. In addition to the registration statement and the proxy statement/prospectus, CommScope and Andrew file annual, quarterly, and special reports, proxy statements, and other information with the SEC. Printed copies of these documents 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) by any stockholder who requests them from either CommScope's or Andrew's Investor Relations Department:

CommScope, Andrew and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Andrew stockholders in connection with the proposed transaction. Information about CommScope's directors and executive officers and their ownership of CommScope common stock is set forth in the definitive proxy statement for CommScope's 2007 annual meeting of stockholders, as filed by CommScope with the SEC on Schedule 14A on March 16, 2007 . Information about Andrew's directors and executive officers and their ownership of Andrew common stock is set forth in the definitive proxy statement for Andrew's 2007 annual meeting of stockholders, as filed by Andrew with the SEC on Schedule 14A on December 29, 2006 . Other information regarding the participants in the proxy solicitation is contained in the proxy statement/prospectus and other relevant materials filed with the SEC when they come available.

SOURCE CommScope, Inc.



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