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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2021

 

COMMSCOPE HOLDING COMPANY, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware	001-36146	27-4332098
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1100 CommScope Place, SE Hickory, North Carolina		28602
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (828) 324-2200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		COMM		The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 2.02.  Results of Operations and Financial Condition.

On February 17, 2021, CommScope Holding Company, Inc. (the “Company”) issued a press release relating to its financial results for the fourth quarter of 2020 and full fiscal year 2020. A copy of the press release, which is incorporated by reference herein, is attached hereto as Exhibit 99.1. Following the publication of the press release, the Company will host an earnings call during which its financial results for the fourth quarter of 2020 and full fiscal year 2020 will be discussed.

The foregoing information (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.

 

Exhibit.		Description.
99.1		CommScope Holding Company, Inc. press release, dated February 17, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

   

 

 

 

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INDEX OF EXHIBITS

 

Exhibit.		Description.
99.1		CommScope Holding Company, Inc. press release, dated February 17, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  February 17, 2021			COMMSCOPE HOLDING COMPANY, INC.
		By:	/s/ Alexander W. Pease
			Name:	Alexander W. Pease
			Title:	Executive Vice President and
				Chief Financial Officer

 

 

 

Exhibit 99.1

 

CommScope Reports Fourth Quarter and Full Year 2020 Results

 

 

Fourth Quarter Highlights

Full Year Highlights

HICKORY, NC, February 17, 2021 — CommScope Holding Company, Inc. (NASDAQ: COMM), a global leader in network connectivity solutions, reported results for the quarter and year ended December 31, 2020.  

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“We delivered strong results for the fourth quarter despite the continued market uncertainty related to the pandemic,” said Chuck Treadway, president and chief executive officer. “While 2020 was a year of change, our dedicated team, resilient supply chain and agile operations allowed us to quickly adapt and innovate across all aspects of our business, and achieve solid financial results while serving our customers around the world.

“Connectivity has never been more vital to businesses and our society,” Treadway added. “Customers are relying on us to help them build connections that meet today’s needs while planning for tomorrow’s demand. Though our portfolio of solutions and expertise is extensive, we see meaningful opportunities to capitalize on our commitment to customers and take CommScope to the next level of success. With that in mind, this quarter we announced a company-wide initiative, CommScope NEXT, which is a multi-faceted program to drive growth that outpaces the market and drives significant shareholder and stakeholder value. While there is a lot of work ahead, I am inspired by the passion of our CommScope team to build a business that is driven to deliver lasting connectivity for customers and solid results for shareholders.”

Alex Pease, executive vice president and chief financial officer, said, “This past year presented many unexpected challenges for the entire economy, but our agile and resilient business model enabled us to deliver solid bottom-line results. And as we implement CommScope NEXT, we will continue to evaluate opportunities to reduce costs across the business, generate cash flow, reduce our leverage as quickly as possible, and reinvest in core strategic markets and technologies to capitalize on significant growth opportunities. We are dedicated to ensuring that as the economy recovers and as industry tailwinds take shape, CommScope will be well positioned to deliver growth and emerge as a stronger, more streamlined company.”

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Fourth Quarter Results and Comparison

Reconciliations of the reported GAAP results to non-GAAP adjusted segment results are included below.

Net sales in the fourth quarter of 2020 decreased 7.3% year over year to $2.13 billion. Net sales declined primarily due to year over year decreases in the Home Networks and Venue and Campus Networks segments.

CommScope generated net income of $23.9 million, or $0.05 per share, in the fourth quarter of 2020, compared to the prior year period's net loss of $(436.7) million, or $(2.32) per share. Non-GAAP adjusted net income for the fourth quarter of 2020 was $143.8 million, or $0.59 per share, versus $106.6 million, or $0.46 per share, in the fourth quarter of 2019.

Non-GAAP adjusted EBITDA increased 11.9% to $362.2 million in the fourth quarter of 2020 compared to the same period last year. Non-GAAP adjusted EBITDA improved to 17.0% of net sales in the fourth quarter of 2020 compared to 14.1% of net sales in the same prior year period. The Company estimates that fourth-quarter 2020 non-GAAP adjusted EBITDA was negatively impacted by approximately $10 million related to COVID-19 incremental costs.

 

Fourth Quarter Sales by Region Comparisons

Sales by Region

 

Fourth Quarter Segment Comparisons

Sales by Segment ⁽¹⁾

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Segment Operating Income (Loss) ⁽¹⁾

 

Segment Adjusted EBITDA (See Description of Non-GAAP Financial Measures) ⁽¹⁾

Broadband Networks

Home Networks

Outdoor Wireless Networks

Venue and Campus Networks

Full Year Results and Comparison

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For comparisons described below on a combined company basis, the 2019 comparison period includes the historical ARRIS business results, with certain classification changes to align to CommScope’s presentation, from January 1, 2019 through the date of the acquisition, April 4, 2019. Reconciliations of the combined company amounts and reported GAAP results to non-GAAP adjusted results are included below.

Net sales in 2020 increased 1.1% year over year to $8.44 billion primarily due to a year over year increase in the Broadband Networks segment. On a combined company basis, net sales decreased 13.5% year over year primarily due to decreases in the Home Networks, Outdoor Wireless Networks and Venue and Campus Networks segments.

CommScope generated a net loss of $(573.4) million, or $(3.20) per share, in 2020, compared to the prior year net loss of $(929.5) million, or $(5.02) per share. Non-GAAP adjusted net income for 2020 was $371.0 million, or $1.56 per share, versus $479.4 million, or $2.15 per share, in 2019.

Non-GAAP adjusted EBITDA decreased 6.3% to $1,215.2 million compared to the prior year. On a combined company basis, non-GAAP adjusted EBITDA decreased 11.2% and represented 14.4% of net sales compared to 14.0% of net sales in 2019. The Company estimates that 2020 non-GAAP adjusted EBITDA was negatively impacted by approximately $70 million related to COVID-19 supply chain disruptions and certain other incremental costs.

Cash Flow and Balance Sheet

Conference Call, Webcast and Investor Presentation

As previously announced, CommScope will host a conference call today at 8:30 a.m. ET in which management will discuss fourth quarter and full year 2020 results. The conference call will also be webcast.

The live, listen-only audio of the call will be available through a link on the Events and Presentations page of CommScope’s Investor Relations website.

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A webcast replay will be archived on CommScope’s website for a limited period of time following the conference call.

During the conference call, the Company may discuss and answer questions concerning business and financial developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.

About CommScope:
CommScope (NASDAQ: COMM) is pushing the boundaries of technology to create the world’s most advanced wired and wireless networks. Our global team of employees, innovators and technologists empower customers to anticipate what’s next and invent what’s possible. Discover more at www.commscope.com.

Follow us on Twitter and LinkedIn and like us on Facebook.

Sign up for our press releases and blog posts.

Investor Contact:
Michael McCloskey, CommScope
+1 828-431-9874
Michael.McCloskey@commscope.com

News Media Contact:
Kris Kozamchak, CommScope
+1 972-792-3311

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publicrelations@commscope.com

Non-GAAP Financial Measures

CommScope management believes that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. CommScope management further believes that these financial measures are useful in assessing CommScope’s operating performance from period to period by excluding certain items that we believe are not representative of our core business. CommScope management also uses certain of these financial measures for business planning purposes and in measuring CommScope’s performance relative to that of its competitors. CommScope management believes these financial measures are commonly used by investors to evaluate CommScope’s performance and that of its competitors. However, CommScope’s use of the terms non-GAAP adjusted EBITDA, segment adjusted EBITDA and segment adjusted EBITDA as a percentage of sales, non-GAAP adjusted net income, non-GAAP adjusted diluted earnings per share, non-GAAP adjusted gross profit, non-GAAP adjusted operating expense and non-GAAP adjusted free cash flow may vary from that of others in its industry. These financial measures should not be considered as alternatives to operating income (loss), net income (loss), cash flow from operations or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity. A reconciliation of each of these non-GAAP measures to their most comparable GAAP measures is below.

Forward Looking Statements

This press release or any other oral or written statements made by us or on our behalf may include forward-looking statements that reflect our current views with respect to future events and financial performance. These statements may discuss goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs of management, as well as assumptions made by, and information currently available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, risks related to our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments (including the ARRIS acquisition); selling or discontinuing one or more of our product lines; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facilities or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions;  our dependence on customers’ capital spending on data and communication systems; concentration of sales among a limited number of customers and channel partners; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; product quality or performance issues and associated warranty claims; our ability to maintain

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effective management information technology systems and to successfully implement major systems initiatives; cyber-security incidents, including data security breaches, ransomware or computer viruses; the risk our global manufacturing operations suffer production or shipping delays, causing difficulty in meeting customer demands; the risk that internal production capacity or that of contract manufacturers may be insufficient to meet customer demand or quality standards; the use of open standards; the long-term impact of climate change; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing; risks associated with our dependence on a limited number of key suppliers for certain raw materials and components; the risk that contract manufacturers we rely on encounter production, quality, financial or other difficulties; substantial indebtedness and restrictive debt covenants; our ability to incur additional indebtedness; our ability to generate cash to service our indebtedness; possible future impairment charges for fixed or intangible assets, including goodwill; income tax rate variability and ability to recover amounts recorded as deferred tax assets; our ability to attract and retain qualified key employees; labor unrest; obligations under our defined benefit employee benefit plans requiring plan contributions in excess of current estimates; significant international operations exposing us to economic, political and other risks, including the impact of variability in foreign exchange rates; our ability to comply with governmental anti-corruption laws and regulations and export and import controls worldwide; our ability to compete in international markets due to export and import controls to which we may be subject; changes in the laws and policies in the United States affecting trade, including the risk and uncertainty related to tariffs or a potential global trade war and potential changes to laws and policies as a result of a new administration in the United States, that may impact our products; cost of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign environmental laws; the impact of litigation and similar regulatory proceedings that we are involved in or may become involved in, including the costs of such litigation; the scope, duration and impact of disease outbreaks and pandemics, such as COVID-19, on our business including employees, sites, operations, customers and supply chain; risks associated with stockholder activism, which could cause us to incur significant expense, hinder execution of our business strategy and impact the trading value of our securities; and other factors beyond our control. These and other factors are discussed in greater detail in our 2020 Annual Report on Form 10-K and may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the Securities and Exchange Commission.

Although the information contained in this press release represents our best judgment as of the date of this release based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this press release, except as otherwise may be required by law.

END

 

 

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See notes to consolidated financial statements included in our Form 10-K.

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