UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 20202021

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 001-36146

 

CommScope Holding Company, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

27-4332098

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

1100 CommScope Place, SE

Hickory, North Carolina

(Address of principal executive offices)

28602

(Zip Code)

(828) 324-2200

(Registrant’s telephone number, including area code)

 

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 (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 for 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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

  

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of July 23, 20202021 there were 196,813,504204,201,881 shares of Common Stock outstanding.

 

 

 


CommScope Holding Company, Inc.

Form 10-Q

June 30, 20202021

Table of Contents

 

Part I—Financial Information (Unaudited):

 

 

 

 

 

Item 1. Condensed Consolidated Financial Statements:

 

 

 

 

 

Condensed Consolidated Statements of Operations

 

2

 

 

 

Condensed Consolidated Statements of Comprehensive Loss

 

3

 

 

 

Condensed Consolidated Balance Sheets

 

4

 

 

 

Condensed Consolidated Statements of Cash Flows

 

5

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity

 

6

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

7

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

2724

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

4439

 

 

 

Item 4. Controls and Procedures

 

4540

 

 

 

Part II—Other Information:

 

 

 

 

 

Item 1. Legal Proceedings

 

4641

 

 

 

Item 1A. Risk Factors

 

4641

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

4641

 

 

 

Item 3. Defaults Upon Senior Securities

 

4641

 

 

 

Item 4. Mine Safety Disclosures

 

4741

 

 

 

Item 5. Other Information

 

4741

 

 

 

Item 6. Exhibits

 

4842

 

 

 

Signatures

 

4943

 

 

 

1


 


PART 1 -- FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

CommScope Holding Company, Inc.

Condensed Consolidated Statements of Operations

(Unaudited – In millions, except per share amounts)

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net sales

$

2,102.8

 

 

$

2,566.7

 

 

$

4,136.0

 

 

$

3,666.3

 

 

$

2,185.3

 

 

$

2,102.8

 

 

$

4,257.3

 

 

$

4,136.0

 

Cost of sales

 

1,446.7

 

 

 

1,906.7

 

 

 

2,838.7

 

 

 

2,608.2

 

 

 

1,512.0

 

 

 

1,446.7

 

 

 

2,911.8

 

 

 

2,838.7

 

Gross profit

 

656.1

 

 

 

660.0

 

 

 

1,297.3

 

 

 

1,058.1

 

 

 

673.3

 

 

 

656.1

 

 

 

1,345.5

 

 

 

1,297.3

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

290.9

 

 

 

480.9

 

 

 

602.0

 

 

 

666.3

 

 

 

302.3

 

 

 

290.9

 

 

 

595.0

 

 

 

602.0

 

Research and development

 

176.1

 

 

 

177.8

 

 

 

356.5

 

 

 

228.0

 

 

 

176.3

 

 

 

176.1

 

 

 

347.8

 

 

 

356.5

 

Amortization of purchased intangible assets

 

157.6

 

 

 

164.1

 

 

 

315.4

 

 

 

223.5

 

 

 

154.2

 

 

 

157.6

 

 

 

308.9

 

 

 

315.4

 

Restructuring costs, net

 

19.6

 

 

 

46.4

 

 

 

43.3

 

 

 

58.8

 

 

 

58.9

 

 

 

19.6

 

 

 

103.3

 

 

 

43.3

 

Asset impairments

 

206.7

 

 

 

 

 

 

206.7

 

 

 

 

 

 

 

 

 

206.7

 

 

 

 

 

 

206.7

 

Total operating expenses

 

850.9

 

 

 

869.2

 

 

 

1,523.9

 

 

 

1,176.6

 

 

 

691.7

 

 

 

850.9

 

 

 

1,355.0

 

 

 

1,523.9

 

Operating loss

 

(194.8

)

 

 

(209.2

)

 

 

(226.6

)

 

 

(118.5

)

 

 

(18.4

)

 

 

(194.8

)

 

 

(9.5

)

 

 

(226.6

)

Other income (expense), net

 

(0.8

)

 

 

0.7

 

 

 

(13.3

)

 

 

(5.0

)

 

 

1.5

 

 

 

(0.8

)

 

 

2.5

 

 

 

(13.3

)

Interest expense

 

(141.4

)

 

 

(165.3

)

 

 

(290.5

)

 

 

(262.8

)

 

 

(138.0

)

 

 

(141.4

)

 

 

(275.5

)

 

 

(290.5

)

Interest income

 

0.8

 

 

 

2.3

 

 

 

2.9

 

 

 

14.1

 

 

 

0.5

 

 

 

0.8

 

 

 

1.0

 

 

 

2.9

 

Loss before income taxes

 

(336.2

)

 

 

(371.5

)

 

 

(527.5

)

 

 

(372.2

)

 

 

(154.4

)

 

 

(336.2

)

 

 

(281.5

)

 

 

(527.5

)

Income tax benefit

 

15.1

 

 

 

37.5

 

 

 

46.5

 

 

 

35.9

 

 

 

0.6

 

 

 

15.1

 

 

 

30.1

 

 

 

46.5

 

Net loss

 

(321.1

)

 

 

(334.0

)

 

 

(481.0

)

 

 

(336.3

)

 

 

(153.8

)

 

 

(321.1

)

 

 

(251.4

)

 

 

(481.0

)

Series A convertible preferred stock dividend

 

(13.9

)

 

 

(13.1

)

 

 

(27.7

)

 

 

(13.1

)

 

 

(14.3

)

 

 

(13.9

)

 

 

(28.7

)

 

 

(27.7

)

Deemed dividend on Series A convertible preferred stock

 

 

 

 

(3.0

)

 

 

 

 

 

(3.0

)

Net loss attributable to common stockholders

$

(335.0

)

 

$

(350.1

)

 

$

(508.7

)

 

$

(352.4

)

 

$

(168.1

)

 

$

(335.0

)

 

$

(280.1

)

 

$

(508.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(1.71

)

 

$

(1.81

)

 

$

(2.60

)

 

$

(1.82

)

 

$

(0.82

)

 

$

(1.71

)

 

$

(1.38

)

 

$

(2.60

)

Diluted

$

(1.71

)

 

$

(1.81

)

 

$

(2.60

)

 

$

(1.82

)

 

$

(0.82

)

 

$

(1.71

)

 

$

(1.38

)

 

$

(2.60

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

195.9

 

 

 

193.6

 

 

 

195.4

 

 

 

193.2

 

 

 

204.1

 

 

 

195.9

 

 

 

202.9

 

 

 

195.4

 

Diluted

 

195.9

 

 

 

193.6

 

 

 

195.4

 

 

 

193.2

 

 

 

204.1

 

 

 

195.9

 

 

 

202.9

 

 

 

195.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

 


 

See notes to unaudited condensed consolidated financial statements.

2


CommScope Holding Company, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited – In millions)

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(321.1

)

 

$

(334.0

)

 

$

(481.0

)

 

$

(336.3

)

 

$

(153.8

)

 

$

(321.1

)

 

$

(251.4

)

 

$

(481.0

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

34.6

 

 

 

9.9

 

 

 

(65.0

)

 

 

0.1

 

 

 

21.5

 

 

 

34.6

 

 

 

(29.8

)

 

 

(65.0

)

Pension and other postretirement benefit activity

 

 

 

 

(0.1

)

 

 

(0.5

)

 

 

(0.1

)

 

 

0.3

 

 

 

 

 

 

0.6

 

 

 

(0.5

)

Loss on hedging instruments

 

(5.3

)

 

 

(10.4

)

 

 

(12.9

)

 

 

(11.9

)

Gain (loss) on hedging instruments

 

 

(8.7

)

 

 

(5.3

)

 

 

3.9

 

 

 

(12.9

)

Total other comprehensive income (loss), net of tax

 

29.3

 

 

 

(0.6

)

 

 

(78.4

)

 

 

(11.9

)

 

 

13.1

 

 

 

29.3

 

 

 

(25.3

)

 

 

(78.4

)

Total comprehensive loss

$

(291.8

)

 

$

(334.6

)

 

$

(559.4

)

 

$

(348.2

)

 

$

(140.7

)

 

$

(291.8

)

 

$

(276.7

)

 

$

(559.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

 


 

See notes to unaudited condensed consolidated financial statements.

3


CommScope Holding Company, Inc.

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

 

 

Unaudited

 

 

 

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

Unaudited

June 30, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

823.4

 

 

$

598.2

 

 

$

446.2

 

 

$

521.9

 

Accounts receivable, less allowance for doubtful accounts of

$43.4 and $35.4, respectively

 

 

1,649.3

 

 

 

1,698.8

 

Accounts receivable, less allowance for doubtful accounts of

$30.8 and $40.3, respectively

 

 

1,653.9

 

 

 

1,487.4

 

Inventories, net

 

 

1,038.4

 

 

 

975.9

 

 

 

1,150.2

 

 

 

1,088.9

 

Prepaid expenses and other current assets

 

 

236.7

 

 

 

238.9

 

 

 

247.1

 

 

 

256.3

 

Total current assets

 

 

3,747.8

 

 

 

3,511.8

 

 

 

3,497.4

 

 

 

3,354.5

 

Property, plant and equipment, net of accumulated depreciation

of $624.3 and $553.8, respectively

 

 

681.4

 

 

 

723.8

 

Property, plant and equipment, net of accumulated depreciation

of $759.1 and $705.7, respectively

 

 

667.7

 

 

 

684.5

 

Goodwill

 

 

5,231.2

 

 

 

5,471.7

 

 

 

5,272.3

 

 

 

5,286.5

 

Other intangible assets, net

 

 

3,944.6

 

 

 

4,263.6

 

 

 

3,336.9

 

 

 

3,650.4

 

Other noncurrent assets

 

 

533.2

 

 

 

460.7

 

 

 

653.5

 

 

 

600.9

 

Total assets

 

$

14,138.2

 

 

$

14,431.6

 

 

$

13,427.8

 

 

$

13,576.8

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,222.1

 

 

$

1,148.0

 

 

$

1,080.1

 

 

$

1,010.8

 

Accrued and other liabilities

 

 

887.3

 

 

 

862.0

 

 

 

983.9

 

 

 

910.6

 

Current portion of long-term debt

 

 

32.0

 

 

 

32.0

 

 

 

32.0

 

 

 

32.0

 

Total current liabilities

 

 

2,141.4

 

 

 

2,042.0

 

 

 

2,096.0

 

 

 

1,953.4

 

Long-term debt

 

 

9,946.8

 

 

 

9,800.4

 

 

 

9,484.8

 

 

 

9,488.6

 

Deferred income taxes

 

 

196.2

 

 

 

215.1

 

 

 

202.5

 

 

 

206.2

 

Other noncurrent liabilities

 

 

526.3

 

 

 

537.8

 

 

 

533.8

 

 

 

531.8

 

Total liabilities

 

 

12,810.7

 

 

 

12,595.3

 

 

 

12,317.1

 

 

 

12,180.0

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A convertible preferred stock, $0.01 par value

 

 

1,027.7

 

 

 

1,000.0

 

 

 

1,041.8

 

 

 

1,041.8

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value: Authorized shares: 200,000,000;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued and outstanding shares: 1,027,689 Series A convertible preferred stock

 

 

 

 

 

 

Common stock, $0.01 par value: Authorized shares: 1,300,000,000;

 

 

 

 

 

 

 

 

Issued and outstanding shares: 195,997,230 and 194,563,530,

 

 

 

 

 

 

 

 

respectively

 

 

2.0

 

 

 

2.0

 

Issued and outstanding shares: 1,041,819 Series A convertible

preferred stock

 

 

 

 

 

 

Common stock, $0.01 par value: Authorized shares:

1,300,000,000; issued and outstanding shares:

204,154,201 and 200,095,232, respectively

 

 

2.1

 

 

 

2.1

 

Additional paid-in capital

 

 

2,474.3

 

 

 

2,445.1

 

 

 

2,528.1

 

 

 

2,512.9

 

Retained earnings (accumulated deficit)

 

 

(1,660.3

)

 

 

(1,179.3

)

 

 

(2,004.1

)

 

 

(1,752.7

)

Accumulated other comprehensive loss

 

 

(275.4

)

 

 

(197.0

)

 

 

(181.2

)

 

 

(155.9

)

Treasury stock, at cost: 8,021,551 shares and 7,411,382 shares,

 

 

 

 

 

 

 

 

respectively

 

 

(240.8

)

 

 

(234.5

)

Treasury stock, at cost: 10,834,613 shares and

9,223,081 shares, respectively

 

 

(276.0

)

 

 

(251.4

)

Total stockholders' equity

 

 

299.8

 

 

 

836.3

 

 

 

68.9

 

 

 

355.0

 

Total liabilities and stockholders' equity

 

$

14,138.2

 

 

$

14,431.6

 

 

$

13,427.8

 

 

$

13,576.8

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

4



CommScope Holding Company, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited - In millions)

 

 

Six Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(481.0

)

 

$

(336.3

)

 

$

(251.4

)

 

$

(481.0

)

Adjustments to reconcile net loss to net cash generated by (used in)

operating activities:

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to

net cash generated by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

408.9

 

 

 

301.0

 

 

 

392.8

 

 

 

408.9

 

Equity-based compensation

 

 

56.0

 

 

 

30.7

 

 

 

40.0

 

 

 

56.0

 

Deferred income taxes

 

 

(69.4

)

 

 

(105.4

)

 

 

(81.1

)

 

 

(69.4

)

Asset impairments

 

 

206.7

 

 

 

 

 

 

 

 

 

206.7

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

33.5

 

 

 

(304.0

)

 

 

(173.9

)

 

 

33.5

 

Inventories

 

 

(73.5

)

 

 

132.2

 

 

 

(64.9

)

 

 

(73.5

)

Prepaid expenses and other assets

 

 

11.7

 

 

 

24.2

 

 

 

32.3

 

 

 

11.7

 

Accounts payable and other liabilities

 

 

62.7

 

 

 

(1.0

)

 

 

169.0

 

 

 

62.7

 

Other

 

 

10.7

 

 

 

(3.0

)

 

 

4.8

 

 

 

10.7

 

Net cash generated by (used in) operating activities

 

 

166.3

 

 

 

(261.6

)

Net cash generated by operating activities

 

 

67.6

 

 

 

166.3

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(47.7

)

 

 

(48.0

)

 

 

(60.2

)

 

 

(47.7

)

Proceeds from sale of property, plant and equipment

 

 

0.1

 

 

 

0.8

 

 

 

1.3

 

 

 

0.1

 

Cash paid for ARRIS acquisition, net of cash acquired

 

 

 

 

 

(5,049.9

)

Cash paid for Cable Exchange acquisition

 

 

 

 

 

(11.0

)

Other

 

 

 

 

 

6.6

 

Payments upon settlement of net investment hedge

 

 

(18.0

)

 

 

 

Net cash used in investing activities

 

 

(47.6

)

 

 

(5,101.5

)

 

 

(76.9

)

 

 

(47.6

)

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt repaid

 

 

(116.0

)

 

 

(2,553.3

)

 

 

(16.0

)

 

 

(116.0

)

Long-term debt proceeds

 

 

250.0

 

 

 

6,933.0

 

 

 

 

 

 

250.0

 

Debt issuance costs

 

 

 

 

 

(118.1

)

Series A convertible preferred stock proceeds

 

 

 

 

 

1,000.0

 

Dividends paid on Series A convertible preferred stock

 

 

 

 

 

(3.0

)

 

 

(28.7

)

 

 

 

Proceeds from the issuance of common shares under equity-based

compensation plans

 

 

0.9

 

 

 

2.7

 

 

 

3.9

 

 

 

0.9

 

Tax withholding payments for vested equity-based compensation

awards

 

 

(6.3

)

 

 

(9.3

)

 

 

(24.6

)

 

 

(6.3

)

Net cash generated by financing activities

 

 

128.6

 

 

 

5,252.0

 

Net cash generated by (used in) financing activities

 

 

(65.4

)

 

 

128.6

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(22.1

)

 

 

0.9

 

 

 

(1.0

)

 

 

(22.1

)

Change in cash and cash equivalents

 

 

225.2

 

 

 

(110.2

)

 

 

(75.7

)

 

 

225.2

 

Cash and cash equivalent at beginning of period

 

 

598.2

 

 

 

458.2

 

 

 

521.9

 

 

 

598.2

 

Cash and cash equivalents at end of period

 

$

823.4

 

 

$

348.0

 

 

$

446.2

 

 

$

823.4

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

 


 

See notes to unaudited condensed consolidated financial statements.

5


CommScope Holding Company, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited - In millions, except share amounts)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

195,807,913

 

 

 

193,456,207

 

 

 

194,563,530

 

 

 

192,376,255

 

 

 

203,996,914

 

 

 

195,807,913

 

 

 

200,095,232

 

 

 

194,563,530

 

Issuance of shares under equity-based compensation plans

 

 

229,571

 

 

 

510,460

 

 

 

2,043,869

 

 

 

1,907,093

 

 

 

173,285

 

 

 

229,571

 

 

 

5,670,501

 

 

 

2,043,869

 

Shares surrendered under equity-based compensation plans

 

 

(40,254

)

 

 

(92,748

)

 

 

(610,169

)

 

 

(409,429

)

 

 

(15,998

)

 

 

(40,254

)

 

 

(1,611,532

)

 

 

(610,169

)

Balance at end of period

 

 

195,997,230

 

 

 

193,873,919

 

 

 

195,997,230

 

 

 

193,873,919

 

 

 

204,154,201

 

 

 

195,997,230

 

 

 

204,154,201

 

 

 

195,997,230

 

Common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning and end of period

 

$

2.0

 

 

$

2.0

 

 

$

2.0

 

 

$

2.0

 

 

$

2.1

 

 

$

2.0

 

 

$

2.1

 

 

$

2.0

 

Additional paid-in capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

2,455.7

 

 

$

2,393.9

 

 

$

2,445.1

 

 

$

2,385.1

 

 

$

2,526.0

 

 

$

2,455.7

 

 

$

2,512.9

 

 

$

2,445.1

 

Issuance of shares under equity-based compensation plans

 

 

 

 

 

1.5

 

 

 

0.9

 

 

 

2.7

 

 

 

 

 

 

 

 

 

3.9

 

 

 

0.9

 

Equity-based compensation

 

 

32.5

 

 

 

23.1

 

 

 

56.0

 

 

 

30.7

 

 

 

16.4

 

 

 

32.5

 

 

 

40.0

 

 

 

56.0

 

Equity-based compensation assumed

 

 

 

 

 

8.3

 

 

 

 

 

 

8.3

 

Dividend on Series A convertible preferred stock

 

 

(13.9

)

 

 

(13.1

)

 

 

(27.7

)

 

 

(13.1

)

 

 

            (14.3)

 

 

 

(13.9

)

 

 

            (28.7)

 

 

 

(27.7

)

Deemed dividend on Series A convertible preferred stock

 

 

 

 

 

(3.0

)

 

 

 

 

 

(3.0

)

Balance at end of period

 

$

2,474.3

 

 

$

2,410.7

 

 

$

2,474.3

 

 

$

2,410.7

 

 

$

2,528.1

 

 

$

2,474.3

 

 

$

2,528.1

 

 

$

2,474.3

 

Retained earnings (accumulated deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(1,339.2

)

 

$

(252.1

)

 

$

(1,179.3

)

 

$

(249.8

)

 

$

(1,850.3

)

 

$

(1,339.2

)

 

$

(1,752.7

)

 

$

(1,179.3

)

Net loss

 

 

(321.1

)

 

 

(334.0

)

 

 

(481.0

)

 

 

(336.3

)

 

 

(153.8

)

 

 

(321.1

)

 

 

(251.4

)

 

 

(481.0

)

Balance at end of period

 

$

(1,660.3

)

 

$

(586.1

)

 

$

(1,660.3

)

 

$

(586.1

)

 

$

(2,004.1

)

 

$

(1,660.3

)

 

$

(2,004.1

)

 

$

(1,660.3

)

Accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(304.7

)

 

$

(170.5

)

 

$

(197.0

)

 

$

(159.2

)

 

$

(194.3

)

 

$

(304.7

)

 

$

(155.9

)

 

$

(197.0

)

Other comprehensive income (loss), net of tax

 

 

29.3

 

 

 

(0.6

)

 

 

(78.4

)

 

 

(11.9

)

 

 

13.1

 

 

 

29.3

 

 

 

(25.3

)

 

 

(78.4

)

Balance at end of period

 

$

(275.4

)

 

$

(171.1

)

 

$

(275.4

)

 

$

(171.1

)

 

$

(181.2

)

 

$

(275.4

)

 

$

(181.2

)

 

$

(275.4

)

Treasury stock, at cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(240.4

)

 

$

(228.8

)

 

$

(234.5

)

 

$

(221.3

)

 

$

(275.7

)

 

$

(240.4

)

 

$

(251.4

)

 

$

(234.5

)

Net shares surrendered under equity-based compensation plans

 

 

(0.4

)

 

 

(1.8

)

 

 

(6.3

)

 

 

(9.3

)

 

 

(0.3

)

 

 

(0.4

)

 

 

(24.6

)

 

 

(6.3

)

Balance at end of period

 

$

(240.8

)

 

$

(230.6

)

 

$

(240.8

)

 

$

(230.6

)

 

$

(276.0

)

 

$

(240.8

)

 

$

(276.0

)

 

$

(240.8

)

Total stockholders' equity

 

$

299.8

 

 

$

1,424.9

 

 

$

299.8

 

 

$

1,424.9

 

 

$

68.9

 

 

$

299.8

 

 

$

68.9

 

 

$

299.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

 

See notes to unaudited condensed consolidated financial statements.

 

6

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

 

 

1. BACKGROUND AND BASIS OF PRESENTATION

Background

CommScope Holding Company, Inc., along with its direct and indirect subsidiaries (CommScope or the Company), is a global provider of infrastructure solutions for communication and entertainment networks. The Company’s solutions for wired and wireless networks enable service providers including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant, wireless and wired connectivity across complex and varied networking environments. The Company’s solutions are complemented by a broad array of services including technical support, systems design and integration. CommScope is a leader in digital video and IP television distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes. CommScope’s global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

On April 4, 2019, the Company completed the acquisition of ARRIS International plc (ARRIS) (the Acquisition) in an all-cash transaction with a total purchase price of approximately $7.7 billion, including debt assumed. See Note 2 for additional discussion of the Acquisition.

As of January 1, 2020, the Company reorganized its internal management and reporting structure as part of the integration of the Acquisition. The reorganization changed the information regularly reviewed by the Company’s chief operating decision maker for purposes of allocating resources and assessing performance. As a result, the Company now reports financial performance for the 2020 year based on four operating segments: Broadband Networks (Broadband), Home Networks (Home), Outdoor Wireless Networks (OWN) and Venue and Campus Networks (VCN). These four segments represent non-aggregated reportable operating segments. Prior to this change, the Company operated and reported five operating segments: Connectivity Solutions, Mobility Solutions, Customer Premises Equipment, Network and Cloud and Ruckus Networks. All prior period amounts in these condensed consolidated financial statements have been recast to reflect these operating segment changes.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year. Certain prior year amounts have been reclassified to conform to the current year presentation.

In the second quarter of 2021, management shifted certain product lines from the Company’s Broadband Networks (Broadband) segment to its Home Networks (Home) segment to better align with how the business is being managed in light of the planned spin-off of the Home Networks business. All prior period amounts in these condensed consolidated financial statements have been recast to reflect these operating segment changes.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192020 (the 20192020 Annual Report). The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the 20192020 Annual Report. Other than the enhancements described below to the allowance for doubtful accounts policy as a result of the adoption of Accounting Standards Update (ASU) No. 2016-13, Measurement of Credit Losses on Financial Instruments, thereThere were no material changes in the Company’s significant accounting policies during the three or six months ended June 30, 2020.

7


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable and contract assets for unbilled receivables are stated at the amount owed by the customer, net of allowances for estimated doubtful accounts, discounts, returns and rebates. The Company measures the allowance for doubtful accounts using an expected credit loss model, which uses a lifetime expected loss allowance for all trade accounts receivable and contract assets. To measure the expected credit losses, trade accounts receivable and contract assets are grouped based on shared credit risk characteristics and the days past due. Contract assets relate to unbilled work in progress and have substantially the same risk characteristics as trade accounts receivable for the same types of contracts. Therefore, the Company has concluded that the expected loss rates for trade accounts receivables are a reasonable approximation of the loss rates for the contract assets.

In calculating an allowance for doubtful accounts, the Company uses its historical experience, external indicators and forward-looking information to calculate expected credit losses using an aging method. The Company assesses impairment of trade accounts receivable on a collective basis as they possess shared credit risk characteristics which have been grouped based on the days past due.

The expected loss rates are based on the payment profiles of sales over the preceding thirty-six months and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle their trade accounts receivable.2021.

Concentrations of Risk and Related Party Transactions

NaN direct customer accounted for 10% or more of the Company’s total net sales during the three or six months ended June 30, 2021. Net sales to Comcast Corporation and affiliates (Comcast) accounted for 12% and 10% of the Company’s total net sales during the three and six months ended June 30, 2020, respectively. NaN other direct customer accounted for 10% or more of the Company’s total net sales. NaN direct customer accounted for 10% or more of the Company’s total net sales during the three or six months ended June 30, 2019. NaN2020. As of June 30, 2021, 0 direct customer accounted for 10% or more of the Company’s accounts receivable as of June 30, 2020.receivable.

The Company relies on sole suppliers or a limited group of suppliers for certain key components, subassemblies and modules and a limited group of contract manufacturers to manufacture a significant portion of its products. Any disruption or termination of these arrangements could have a material adverse impact on the Company’s results of operations.

As of June 30, 2020,2021, funds affiliated with Carlyle Partners VII S1 Holdings, L.P. (Carlyle) owned 100% of the Series A Convertible Preferred Stockconvertible preferred stock (the Convertible Preferred Stock), which was issuedsold to Carlyle to fund a portion of the Acquisition.acquisition of ARRIS International plc (ARRIS) in 2019. See Note 119 for further discussion of the Convertible Preferred Stock. Other than transactions related to the Convertible Preferred Stock, there were 0 material related party transactions for the three or six months ended June 30, 2020.2021.

7


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Product Warranties

The Company recognizes a liability for the estimated claims that may be paid under its customer warranty agreements to remedy potential deficiencies of quality or performance of the Company’s products. These product warranties extend over various periods, depending upon the product subject to the warranty and the terms of the individual agreements. The Company records a provision for estimated future warranty claims as cost of sales based upon the historical relationship of warranty claims to sales and specifically identified warranty issues. The Company bases its estimates 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. Such revisions may be material.

8


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The following table summarizes the activity in the product warranty accrual, included in accrued and other liabilities and other noncurrent liabilities:

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Product warranty accrual, beginning of period

 

$

57.3

 

 

$

14.1

 

 

$

61.0

 

 

$

15.6

 

 

$

62.1

 

 

$

57.3

 

 

$

59.5

 

 

$

61.0

 

Obligation assumed under ARRIS acquisition

 

 

 

 

 

57.4

 

 

 

 

 

 

57.4

 

Provision for warranty claims

 

 

3.4

 

 

 

6.5

 

 

 

7.4

 

 

 

6.0

 

 

 

12.6

 

 

 

3.4

 

 

 

23.2

 

 

 

7.4

 

Warranty claims paid

 

 

(4.9

)

 

 

(11.5

)

 

 

(12.0

)

 

 

(12.4

)

 

 

(5.4

)

 

 

(4.9

)

 

 

(13.1

)

 

 

(12.0

)

Foreign exchange

 

 

0.1

 

 

 

0.1

 

 

 

(0.5

)

 

 

 

 

 

0.2

 

 

 

0.1

 

 

 

(0.1

)

 

 

(0.5

)

Product warranty accrual, end of period

 

$

55.9

 

 

$

66.6

 

 

$

55.9

 

 

$

66.6

 

 

$

69.5

 

 

$

55.9

 

 

$

69.5

 

 

$

55.9

 

Commitments and Contingencies

The Company is party to certain intellectual property claims and periodically receives notices asserting that its products infringe on another party’s patents and other intellectual property rights. These claims and assertions, whether against the Company directly or against its customers, could require the Company to pay damages, royalties, stop offering the relevant products and/or cease other activities. The Company may also be called upon to indemnify certain customers for costs related to products sold to such customers. While theThe outcome of thethese claims and notices is uncertain and a reasonable estimate of the loss from unfavorable outcomes in certain of these matters either cannot be determined an adverse outcomeor is estimated at the minimum amount of a range of estimates. The actual loss could result in abe material loss.and may vary significantly from our estimates.

As of June 30, 2020,2021, the Company had a liability of $39.8$67.7 million recorded in accrued and other liabilities and noncurrent liabilities on the Condensed Consolidated Balance Sheets related to certain intellectual property assertions that have been settled or are in process of settlement. Of that amount, $27.1 million was attributed to periods prior to the Acquisition and was previously recorded as a liability on the opening balance sheet. For the three and six months ended June 30, 2020, $7.5 million and $12.8 million, respectively, was2021, the Company recorded as a charge to cost of sales in the Condensed Consolidated Statements of Operations impactingof $40.0 million and $41.5 million, respectively, related to these intellectual property assertions. This amount is reflected in the results of the Broadband, Home and HomeVenue and Campus Networks segments. One matter, making up $19.0The Company paid $4.0 million ofduring the total recorded liability, was settledthree and six months ended June 30, 2021 to settle intellectual property assertions and paid an additional $50.0 million in July 2020 and the settlement is payable in the second half of 2020.2021.

The Company is either a plaintiff or a defendant in certain other pending legal matters in the normal course of business. Management believes none of these other pending legal matters will have a material adverse effect on the Company’s business or financial condition upon final disposition.

8


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

In addition, the Company 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.

Asset Impairments

Goodwill is tested for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of the reporting unit may exceed its fair value. See Notes 3In the second quarter of 2021, the Company assessed goodwill for impairment due to a change in the composition of reporting units. The Company performed impairment testing immediately before and 8 for discussion ofafter the change and determined that 0 goodwill impairment charges duringexisted. See Note 2 for further discussion. During the three and six months ended June 30, 2020. There were 02020, the Company recorded a $206.7 million goodwill impairments identified duringimpairment charge as a result of lower projected operating results for the three or six months ended June 30, 2019.Home Networks reporting unit in the Home segment.

Property, plant and equipment, intangible assets and intangibleright of use assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are adjusted to estimated fair value. Equity investments without readily determinable fair values are evaluated each reporting period for impairment based on a qualitative assessment and are then measured at fair value if an impairment is determined to exist. Other than certain assets impaired as a result of restructuring actions, there were 0 definite-lived intangible or other long-lived asset impairments identified during the three or six months ended June 30, 20202021 or 2019.

9


CommScope Holding Company, Inc.

Notes2020. See Note 8 for discussion of impairment charges related to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

restructuring actions.

Income Taxes

For the three and six months ended June 30, 2021, the Company’s effective tax rate was 0.4% and 10.7%, respectively, and the Company recognized a tax benefit of $0.6 million on a pretax loss of $154.4 million and a tax benefit of $30.1 million on a pretax loss of $281.5 million, respectively. For the three and six months ended June 30, 2021, the Company’s tax benefit was unfavorably impacted by $37.3 million related to a foreign tax rate change as well as impacts of earnings in foreign jurisdictions that are taxed at rates higher than the United States (U.S.) statutory rate, foreign withholding taxes and U.S. anti-deferral provisions. These unfavorable impacts were offset partially by decreases in prior year uncertain tax positions and adjustments related to the finalization of prior year’s tax returns.

For the three and six months ended June 30, 2020, the Company’s effective income tax rate was 4.5% and 8.8%, respectively, and the Company recognized a tax benefit of $15.1 million on a pretax loss of $336.2 million and $46.5 million on a pretax loss of $527.5 million, respectively. The Company’s tax benefit was less than the statutory rate of 21.0%unfavorably impacted in both the three and six months ended June 30, 2020 primarily due toby a goodwill impairment charge of $206.7 million for which minimal tax benefits were recorded and $20.3 million and $21.9 million, respectively, of tax expense related to state valuation allowances. Excess tax costs of $3.7 million and $7.8 million related to equity compensation awards also impacted the tax benefit unfavorably for the three and six months ended June 30, 2020, respectively.

For the three and six months ended June 30, 2019, the Company’s effective income tax rate was 10.1% and 9.6%, respectively, and the Company recognized a tax benefit of $37.5 million on a pretax loss of $371.5 million and a tax benefit of $35.9 million on a pretax loss of $372.2 million, respectively. The Company’s tax benefit was unfavorably impacted by the impact of U.S. anti-deferral provisions and foreign withholding taxes, but this impact was partially offset by the favorable impact of federal tax credits for the three and six months ended June 30, 2019. The impact of excess tax costs related to equity-based compensation awards was 0t material for the three and six months ended June 30, 2019.

Earnings (Loss) Per Share

Basic earnings (loss) per share (EPS) is computed by dividing net income (loss), less any dividends and deemed dividends related to the Convertible Preferred Stock, by the weighted average number of common shares outstanding during the period. The numerator in diluted EPS is based on the basic EPS numerator adjusted to add back any dividends and deemed dividends related to the Convertible Preferred Stock, subject to antidilution requirements. The denominator used in diluted EPS is based on the basic EPS computation plus the effect of potentially dilutive common shares related to the Convertible Preferred Stock and equity-based compensation plans, subject to antidilution requirements.

9


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

For the three and six months ended June 30, 2021, 10.4 million and 12.9 million shares, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was either antidilutive or the performance conditions were not met. Of those amounts, for the three and six months ended June 30, 2021, 4.4 million and 5.4 million shares, respectively, would have been considered dilutive if the Company had not been in a net loss position. For the three and six months ended June 30, 2020, 17.0 million and 16.6 million shares, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was either antidilutive or the performance conditions were not met. Of those amounts, for the three and six months ended June 30, 2020, 4.3 million and 4.4 million shares, respectively, would have been considered dilutive if the Company had not been in a net loss position.         

For both the three and six months ended June 30, 2019, 12.22021, 37.9 million of as-if converted shares and 8.9 million shares, respectively,related to the Convertible Preferred Stock were not included inexcluded from the computation of diluted EPSshare count because the effect was either antidilutive or the performance conditionsthey were not met. Of those amounts, for the three and six months ended June 30, 2019, 2.2 million shares and 2.5 million shares, respectively, would have been considered dilutive if the Company had not been in a net loss position.

antidilutive.  For the three and six months ended June 30, 2020, 36.9 million and 36.6 million, respectively, of as-if converted shares related to the Convertible Preferred Stock were excluded from the diluted share count because they were anti-dilutive; however, they wouldantidilutive. These shares may have been considered dilutive if the Company had not been in a net loss position.

The following table presents the basis for the EPS computations (in millions, except per share data):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(153.8

)

 

$

(321.1

)

 

$

(251.4

)

 

$

(481.0

)

Dividends on Series A convertible preferred stock

 

 

(14.3

)

 

 

(13.9

)

 

 

(28.7

)

 

 

(27.7

)

Net loss attributable to common stockholders

 

$

(168.1

)

 

$

(335.0

)

 

$

(280.1

)

 

$

(508.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

 

204.1

 

 

 

195.9

 

 

 

202.9

 

 

 

195.4

 

Dilutive effect of as-if converted Series A convertible preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of equity-based awards

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

 

204.1

 

 

 

195.9

 

 

 

202.9

 

 

 

195.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.82

)

 

$

(1.71

)

 

$

(1.38

)

 

$

(2.60

)

Diluted

 

$

(0.82

)

 

$

(1.71

)

 

$

(1.38

)

 

$

(2.60

)

Recent Accounting Pronouncements

Adopted During the Six Months Ended June 30, 2021

On January 1, 2021, the Company adopted Accounting Standards Update (ASU) No. 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The new guidance is based on a consensus of the Emerging Issues Task Force and is expected to improve comparability in accounting for these transactions. The amendments in this guidance clarify the interaction of accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The impact of adopting this new guidance was not material to the consolidated financial statements.

On January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.  The new guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance. The impact of adopting this new guidance was not material to the consolidated financial statements.

10

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

The following table presents the basis for the EPS computations (in millions, except per share data):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(321.1

)

 

$

(334.0

)

 

$

(481.0

)

 

$

(336.3

)

Dividends on Series A convertible preferred stock

 

 

(13.9

)

 

 

(13.1

)

 

 

(27.7

)

 

 

(13.1

)

Deemed dividends on Series A convertible preferred

     stock

 

 

 

 

 

(3.0

)

 

 

 

 

 

(3.0

)

Net loss attributable to common stockholders

 

$

(335.0

)

 

$

(350.1

)

 

$

(508.7

)

 

$

(352.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

 

195.9

 

 

 

193.6

 

 

 

195.4

 

 

 

193.2

 

Dilutive effect of as-if converted Series A

   convertible preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of equity-based awards

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

 

195.9

 

 

 

193.6

 

 

 

195.4

 

 

 

193.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.71

)

 

$

(1.81

)

 

$

(2.60

)

 

$

(1.82

)

Diluted

 

$

(1.71

)

 

$

(1.81

)

 

$

(2.60

)

 

$

(1.82

)

Issued but Not Adopted

RecentIn August 2020, theFinancial Accounting Pronouncements

Adopted During the Six Months Ended June 30, 2020

On January 1, 2020, the Company adoptedStandards Board (FASB) issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments2020-06, DebtDebt with Conversion and subsequent amendments to the initial guidance: ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05Other Options (Subtopic 470-20) and ASU No. 2020-02 (collectively, Topic 326)Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The new guidance replaces simplifies the incurred loss methodology withaccounting for convertible instruments by reducing the current expected credit loss (CECL) methodology. The measurementnumber of expected credit losses underaccounting models available for convertible debt instruments and convertible preferred stock and amends the CECL methodology is applicableguidance for the derivatives scope exception for contracts in an entity’s own equity to financial assets measured at amortized cost, including trade accounts receivable. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby lettersreduce form-over-substance-based accounting conclusions and requires the application of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842.

The Company adopted Topic 326 using the modified retrospectiveif-converted method for all financial assets measured at amortized cost, which are primarily trade accounts receivable and contract assetscalculating diluted earnings per share, along with expanded disclosures. ASU No. 2020-06 is effective for the Company. Results for reporting periods beginning after January 1, 2020 are presented under Topic 326 while prior period amounts continue to be reported in accordance with previously applicable U.S. GAAP. The impact of adopting Topic 326Company as of January 1, 2020 was not material to2022 and early adoption is permitted beginning January 1, 2021. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements.

Issued but Not Adopted

In March 2020 and January 2021, the Financial Accounting Standards Board (FASB)FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, which providesrespectively. Together, the ASUs provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. The Company can elect to apply the amendments as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of this guidance on the consolidated financial statements.

2. GOODWILL

The following table presents the activity in goodwill by reportable segment.

 

 

December 31, 2020

 

 

Activity

 

 

June 30, 2021

 

 

 

Goodwill

 

 

Accumulated Impairment Losses

 

 

Total

 

 

Foreign Exchange and Other

 

 

Goodwill

 

 

Accumulated Impairment Losses

 

 

Total

 

Broadband

 

$

3,369.7

 

 

$

(193.6

)

 

$

3,176.1

 

 

$

(22.2

)

 

$

3,347.5

 

 

$

(193.6

)

 

$

3,153.9

 

OWN

 

 

669.1

 

 

 

(159.5

)

 

 

509.6

 

 

 

(1.4

)

 

 

667.7

 

 

 

(159.5

)

 

 

508.2

 

VCN

 

 

1,642.0

 

 

 

(41.2

)

 

 

1,600.8

 

 

 

(4.3

)

 

 

1,637.7

 

 

 

(41.2

)

 

 

1,596.5

 

Home

 

 

399.5

 

 

 

(399.5

)

 

 

 

 

 

13.7

 

 

 

413.2

 

 

 

(399.5

)

 

 

13.7

 

Total

 

$

6,080.3

 

 

$

(793.8

)

 

$

5,286.5

 

 

$

(14.2

)

 

$

6,066.1

 

 

$

(793.8

)

 

$

5,272.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In the second quarter of 2021, management shifted certain product lines from the Company’s Broadband segment to its Home segment to better align the Home segment with how the business is being managed in light of the planned spin-off of the Home Networks business. This changed the composition of the Company’s reporting units which resulted in the reallocation of $13.7 million of goodwill from the Network and Cloud reporting unit to the Home Networks reporting unit.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Net Sales

The majority of the Company’s net sales are product sales that are recognized at a point in time. The Company does have some customer arrangements where net sales are recognized over time, but this does not represent a significant portion of consolidated net sales. Contracts with net sales recognized over time are primarily concentrated in the Broadband Networks and Venue and Campus Networks segments. In the first quarter of 2021, the Company determined that the geographic disaggregation of net sales by segment is a more meaningful disaggregation of net sales than net sales disaggregated based on the timing of the transfer of goods, given the relatively low level of net sales recognized over time. Therefore, the presentation of net sales by geographic region in Note 7 has been expanded to include segments and the presentation of net sales based on the timing of the transfer of goods has been eliminated.

11

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

In January 2020,

Allowance for Doubtful Accounts

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Allowance for doubtful accounts, beginning of period

 

$

32.1

 

 

$

40.0

 

 

$

40.3

 

 

$

35.4

 

Provision (benefit)

 

 

(1.1

)

 

 

3.7

 

 

 

(8.3

)

 

 

9.9

 

Write-offs

 

 

(0.5

)

 

 

(0.6

)

 

 

(0.6

)

 

 

(2.7

)

Recoveries

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange and other

 

 

0.3

 

 

 

0.3

 

 

 

(0.6

)

 

 

0.8

 

Allowance for doubtful accounts, end of period

 

$

30.8

 

 

$

43.4

 

 

$

30.8

 

 

$

43.4

 

Customer Contract Balances

The following table provides the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments – Equity Methodbalance sheet location and Joint Ventures (Topic 323),amounts of contract assets, or unbilled accounts receivable, and Derivativescontract liabilities, or deferred revenue, from contracts with customers as of June 30, 2021 and Hedging (Topic 815). The new guidance is based on a consensus of the Emerging Issues Task Force and is expectedDecember 31, 2020.

 

 

 

 

 

 

Contract Balance Type

 

Balance Sheet Location

 

June 30,

2021

 

 

December 31,

2020

 

Unbilled accounts receivable

 

Accounts receivable, less allowance for doubtful accounts

 

$

32.1

 

 

$

21.9

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue - current

 

Accrued and other liabilities

 

 

121.0

 

 

 

90.0

 

Deferred revenue - noncurrent

 

Other noncurrent liabilities

 

 

58.2

 

 

 

53.2

 

   Total contract liabilities

 

 

 

$

179.2

 

 

$

143.2

 

There were no material changes to increase comparability in accounting for these transactions. The amendments in this guidance clarify the interaction of accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU No. 2020-01 is effectivecontract asset balances for the Companythree or six months ended June 30, 2021 as of January 1, 2021 and early adoption is permitted. The Company is evaluating the impact of the new guidance on the consolidated financial statements. 

In December 2019 the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.  The new guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements and disclosures.

2. ACQUISITIONS

On April 4, 2019, the Company acquired all of the issued ordinary shares of ARRIS in an all cash transaction with a total consideration of approximately $7.7 billion, including debt assumed. ARRIS is a global leader in entertainment, communications and networking technology. The combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and position the Company to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things and rapidly changing network and technology architectures.

During the first quarter of 2020, the Company completed its acquisition accounting and made the following adjustments to the provisional amounts that were previously recorded:

An increase of $13.1 million in accrued liabilities and an increase of $3.2 million in deferred tax assets due to an adjustment of certain pre-acquisition contingencies with a corresponding $9.9 million increase to goodwill.

An increase in deferred tax assets of $20.8 million related to the release of valuation allowances for certain state income tax credits with a corresponding decrease to goodwill.

A decrease in deferred tax liabilities of approximately $4.7 million, an increase in income tax payable of $6.7 million and a decrease in unrecognized tax benefits of approximately $0.9 million with a corresponding $1.1 million increase to goodwill.

The Company recorded these amounts as measurement period adjustments because the information was known as of the acquisition date but the analysis was finalized in the first quarter of 2020.

3. GOODWILL

As a result of thechanges in estimates or impairments. The change in segments as discussed in Note 1, goodwillthe contract liability balance from December 31, 2020 to June 30, 2021 was reallocated fromprimarily due to upfront support payments recognized over the previous segmentssupport term.  During the three and six months ended June 30, 2021, the Company recognized revenue related to the new segments. The following table presents goodwill after the reallocation by new reportable segment:contract liabilities at December 31, 2020 of $22.6 million and $53.7 million, respectively.

4. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Inventories

 

 

Broadband

 

 

Home

 

 

OWN

 

 

VCN

 

 

 

 

Total

 

Goodwill, gross at December 31, 2019

 

$

3,355.1

 

 

$

402.1

 

 

$

666.0

 

 

$

1,635.6

 

 

 

 

$

6,058.8

 

Adjustments to preliminary purchase price

 

 

(7.1

)

 

 

(1.3

)

 

 

 

 

 

(1.4

)

 

 

 

 

(9.8

)

Foreign exchange and other

 

 

(11.5

)

 

 

(1.3

)

 

 

(2.2

)

 

 

(9.0

)

 

 

 

 

(24.0

)

Goodwill, gross at June 30, 2020

 

 

3,336.5

 

 

 

399.5

 

 

 

663.8

 

 

 

1,625.2

 

 

 

 

 

6,025.0

 

Accumulated impairment charges at

   December 31, 2019

 

 

(193.6

)

 

 

(192.8

)

 

 

(159.5

)

 

 

(41.2

)

 

 

 

 

(587.1

)

Impairment charges for the six months ended

   June 30, 2020

 

 

 

 

 

(206.7

)

 

 

 

 

 

 

 

 

 

 

(206.7

)

Accumulated impairment at June 30, 2020

 

 

(193.6

)

 

 

(399.5

)

 

 

(159.5

)

 

 

(41.2

)

 

 

 

 

(793.8

)

Goodwill, net at June 30, 2020

 

$

3,142.9

 

 

$

 

 

$

504.3

 

 

$

1,584.0

 

 

 

 

$

5,231.2

 

 

 

 

 

 

 

June 30,

2021

 

 

December 31,

2020

 

Raw materials

 

$

324.3

 

 

$

280.2

 

Work in process

 

 

162.0

 

 

 

140.6

 

Finished goods

 

 

663.9

 

 

 

668.1

 

 

 

$

1,150.2

 

 

$

1,088.9

 

12

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

The Company’s change in segments as of January 1, 2020 resulted in a realignment of its existing reporting units. Although the reporting units were realigned under the new segments, the Company’s reporting units remained the same except for where two reporting units have been combined into a new reporting unit. In this case, goodwill was simply combined in the new reporting units. Since the composition of the reporting units and the assignment of goodwill to the reporting units were unaffected, an interim goodwill impairment test due to the change in segments was not performed in the first quarter of 2020.

During the second quarter of 2020, the Company determined that indicators of goodwill impairment existed for the Home Networks reporting unit due to lower projected operating results, primarily from the accelerated decline in video devices. This trend is projected to continue as consumers adopt the use of other streaming applications and has been further impacted by the macro-economic effects caused by the new strain of coronavirus (COVID-19). The Company performed a quantitative goodwill impairment test during the second quarter of 2020 and recorded a $206.7 million goodwill impairment charge relating to the Home Networks reporting unit in the asset impairments line on the Condensed Consolidated Statement of Operations. This reflects a full impairment of the remaining goodwill in the Home segment, and as such, the Home segment has 0 remaining goodwill balance as of June 30, 2020.

Estimating the fair value of a reporting unit involves uncertainties because it requires management to develop numerous assumptions, including assumptions about the future growth and potential volatility in revenues and costs, capital expenditures, industry economic factors and future business strategy. Changes in projected revenue growth rates, projected operating income margins or estimated discount rates due to uncertain market conditions, loss of one or more key customers, changes in the Company’s strategy, changes in technology or other factors could negatively affect the fair value in one or more of the Company’s reporting units and result in a material impairment charge in the future.

4. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Net Sales

The following table presents net sales by reportable segment, disaggregated based on contract type:

 

 

Three Months Ended June 30,

 

 

 

Broadband

 

 

Home

 

 

OWN

 

 

VCN

 

 

Total

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Contract type:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product contracts

 

$

631.9

 

 

$

666.5

 

 

$

623.1

 

 

$

889.0

 

 

$

322.1

 

 

$

451.9

 

 

$

411.7

 

 

$

536.9

 

 

$

1,988.8

 

 

$

2,544.3

 

Project contracts

 

 

2.0

 

 

 

2.6

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

 

 

33.7

 

 

 

9.1

 

 

 

35.7

 

 

 

11.8

 

Other contracts

 

 

38.0

 

 

 

0.4

 

 

 

0.9

 

 

 

 

 

 

6.3

 

 

 

6.1

 

 

 

33.1

 

 

 

4.1

 

 

 

78.3

 

 

 

10.6

 

Consolidated net

   sales

 

$

671.9

 

 

$

669.5

 

 

$

624.0

 

 

$

889.0

 

 

$

328.4

 

 

$

458.1

 

 

$

478.5

 

 

$

550.1

 

 

$

2,102.8

 

 

$

2,566.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

Broadband

 

 

Home

 

 

OWN

 

 

VCN

 

 

Total

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Contract type:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product contracts

 

$

1,203.9

 

 

$

990.2

 

 

$

1,223.7

 

 

$

889.0

 

 

$

666.2

 

 

$

837.5

 

 

$

837.1

 

 

$

907.0

 

 

$

3,930.9

 

 

$

3,623.7

 

Project contracts

 

 

3.8

 

 

 

5.3

 

 

 

 

 

 

 

 

 

 

 

 

0.2

 

 

 

44.0

 

 

 

17.6

 

 

 

47.8

 

 

 

23.1

 

Other contracts

 

 

77.7

 

 

 

0.4

 

 

 

1.7

 

 

 

 

 

 

11.0

 

 

 

11.3

 

 

 

66.9

 

 

 

7.8

 

 

 

157.3

 

 

 

19.5

 

Consolidated net

   sales

 

$

1,285.4

 

 

$

995.9

 

 

$

1,225.4

 

 

$

889.0

 

 

$

677.2

 

 

$

849.0

 

 

$

948.0

 

 

$

932.4

 

 

$

4,136.0

 

 

$

3,666.3

 

Further information on net sales by reportable segment and geographic region is included in Note 9.

13


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Allowance for Doubtful Accounts

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Allowance for doubtful accounts, beginning of period

 

$

40.0

 

 

$

19.5

 

 

$

35.4

 

 

$

17.4

 

Charged to costs and expenses

 

 

3.4

 

 

 

4.6

 

 

 

9.6

 

 

 

7.0

 

Write-offs

 

 

(0.5

)

 

 

(0.1

)

 

 

(2.6

)

 

 

(0.1

)

Foreign exchange and other

 

 

0.5

 

 

 

1.6

 

 

 

1.0

 

 

 

1.3

 

Allowance for doubtful accounts, end of period

 

$

43.4

 

 

$

25.6

 

 

$

43.4

 

 

$

25.6

 

Customer Contract Balances

The following table provides the balance sheet location and amounts of contract assets and liabilities from contracts with customers as of June 30, 2020 and December 31, 2019.

 

 

Balance Sheet Location

 

June 30,

2020

 

 

December 31,

2019

 

Unbilled accounts

   receivable

 

Accounts receivable, less allowance for doubtful accounts

 

$

32.5

 

 

$

28.6

 

Deferred revenue

 

Accrued and other liabilities and Other noncurrent liabilities

 

 

151.5

 

 

 

122.2

 

There were no material changes to contract asset balances for the three or six months ended June 30, 2020 as a result of changes in estimates or impairments. As of June 30, 2020, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied and that have a duration of one year or less was $122.0 million, with the remaining $29.5 million having a duration greater than one year.

Contract Liabilities

The following table presents the changes in deferred revenue for the six months ended June 30, 2020:

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

Balance at beginning of period

 

$

122.2

 

 

$

7.6

 

   Fair value of deferred revenue acquired in ARRIS acquisition

 

 

 

 

 

90.1

 

   Deferral of revenue

 

 

104.9

 

 

 

48.9

 

   Recognition of unearned revenue

 

 

(75.6

)

 

 

(30.8

)

Balance at end of period

 

$

151.5

 

 

$

115.8

 

5. LEASES

The Company has operating type leases for real estate, equipment and vehicles in both the U.S. and internationally. As of June 30, 2020, the Company had 0 finance type leases. The Company’s leases have remaining lease terms of up to 9 years, some of which may include options to extend the leases for up to 5 years or options to terminate the leases within 1 year. Operating lease expense was $25.9 million and $52.2 million for the three and six months ended June 30, 2020, respectively, inclusive of period cost for short-term, cancellable and variable leases, not included in lease liabilities, of $7.6 million and $15.4 millionfor the three and six months ended June 30, 2020, respectively. Operating lease expense was $25.5 million and $38.3 million for the three and six months ended June 30, 2019, respectively, inclusive of period cost for short-term, cancellable and variable leases, not included in lease liabilities, of $5.8 million and $9.4 million for the three and six months ended June 30, 2019, respectively.

14


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The Company occasionally subleases all or a portion of certain unutilized real estate facilities. As of June 30, 2020 and 2019, the Company’s sublease arrangements were classified as operating type leases and the income amounts were not material for the three or six months ended June 30, 2020 and 2019.

Supplemental cash flow information related to operating leases:

 

Six Months Ended

 

 

June 30,

 

 

2020

 

 

2019

 

Operating cash paid to settle lease liabilities

$

37.4

 

 

$

20.0

 

Right of use asset additions in exchange for lease liabilities

 

15.2

 

 

 

11.4

 

Supplemental balance sheet information related to operating leases:

 

Balance Sheet Location

 

June 30,

2020

 

 

December 31,

2019

 

Right of use assets

Other noncurrent assets

 

$

218.4

 

 

$

222.9

 

 

 

 

 

 

 

 

 

 

 

Lease liabilities

Accrued and other liabilities

 

$

62.1

 

 

$

61.7

 

Lease liabilities

Other noncurrent liabilities

 

 

141.6

 

 

 

160.4

 

Total lease liabilities

 

 

$

203.7

 

 

$

222.1

 

Weighted average remaining lease term (in years)

4.1

Weighted average discount rate

6.8

%

Future minimum lease payments under non-cancellable leases as of June 30, 2020:

 

Operating Leases

 

Remainder of 2020

$

38.2

 

2021

 

67.7

 

2022

 

46.3

 

2023

 

35.8

 

2024

 

24.7

 

Thereafter

 

24.4

 

Total minimum lease payments

$

237.1

 

Less: imputed interest

 

(33.4

)

Total

$

203.7

 

6. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Inventories

 

 

June 30,

2020

 

 

December 31,

2019

 

Raw materials

 

$

298.1

 

 

$

240.1

 

Work in process

 

 

145.3

 

 

 

121.6

 

Finished goods

 

 

595.0

 

 

 

614.2

 

 

 

$

1,038.4

 

 

$

975.9

 

15


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

Accrued and Other Liabilities

 

 

 

 

June 30,

2020

 

 

December 31,

2019

 

 

June 30,

2021

 

 

December 31,

2020

 

Compensation and employee benefit liabilities

 

$

193.2

 

 

$

187.3

 

 

$

241.7

 

 

$

277.9

 

Deferred revenue

 

 

121.0

 

 

 

90.0

 

Accrued interest

 

 

120.2

 

 

 

120.2

 

Patent claims and litigation settlements

 

 

65.7

 

 

 

25.7

 

Operating lease liabilities

 

 

62.1

 

 

 

61.7

 

 

 

56.1

 

 

 

62.4

 

Accrued interest

 

 

97.7

 

 

 

97.8

 

Deferred revenue

 

 

122.0

 

 

 

82.6

 

Accrued royalties

 

 

59.3

 

 

 

63.9

 

Product warranty accrual

 

 

40.3

 

 

 

42.8

 

 

 

53.9

 

 

 

45.8

 

Restructuring reserve

 

 

25.9

 

 

 

24.0

 

Income taxes payable

 

 

20.2

 

 

 

15.8

 

Value-added taxes payable

 

 

40.6

 

 

 

27.3

 

Accrued professional fees

 

 

14.0

 

 

 

17.3

 

Patent claims and litigation

 

 

39.8

 

 

 

70.1

 

Restructuring liabilities

 

 

52.0

 

 

 

22.0

 

Other

 

 

172.2

 

 

 

171.4

 

 

 

273.3

 

 

 

266.6

 

 

$

887.3

 

 

$

862.0

 

 

$

983.9

 

 

$

910.6

 

Operating Lease Information

 

 

 

 

 

 

Balance Sheet Location

 

June 30,

2021

 

 

December 31,

2020

 

Right of use assets

Other noncurrent assets

 

$

139.4

 

 

$

159.3

 

 

 

 

 

 

 

 

 

 

 

Lease liabilities

Accrued and other liabilities

 

$

56.1

 

 

$

62.4

 

Lease liabilities

Other noncurrent liabilities

 

 

101.6

 

 

 

119.1

 

Total lease liabilities

 

 

$

157.7

 

 

$

181.5

 

Accumulated Other Comprehensive Loss

The following table presents changes in accumulated other comprehensive loss (AOCL), net of tax:

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(262.3

)

 

$

(150.3

)

 

$

(162.7

)

 

$

(140.5

)

 

$

(131.8

)

 

$

(262.3

)

 

$

(80.5

)

 

$

(162.7

)

Other comprehensive income (loss)

 

 

34.6

 

 

 

8.5

 

 

 

(65.0

)

 

 

(1.6

)

 

 

21.6

 

 

 

34.6

 

 

 

(30.3

)

 

 

(65.0

)

Amounts reclassified from AOCL

 

 

 

 

 

1.4

 

 

 

 

 

 

1.7

 

 

 

(0.1

)

 

 

 

 

 

0.5

 

 

 

 

Balance at end of period

 

$

(227.7

)

 

$

(140.4

)

 

$

(227.7

)

 

$

(140.4

)

 

$

(110.3

)

 

$

(227.7

)

 

$

(110.3

)

 

$

(227.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(16.5

)

 

$

(2.9

)

 

$

(8.9

)

 

$

(1.4

)

 

$

(26.4

)

 

$

(16.5

)

 

$

(39.0

)

 

$

(8.9

)

Other comprehensive loss

 

 

(5.3

)

 

 

(10.4

)

 

 

(12.9

)

 

 

(11.9

)

Other comprehensive income (loss)

 

 

(8.7

)

 

 

(5.3

)

 

 

3.9

 

 

 

(12.9

)

Balance at end of period

 

$

(21.8

)

 

$

(13.3

)

 

$

(21.8

)

 

$

(13.3

)

 

$

(35.1

)

 

$

(21.8

)

 

$

(35.1

)

 

$

(21.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Defined benefit plan activity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(25.9

)

 

$

(17.3

)

 

$

(25.4

)

 

$

(17.3

)

 

$

(36.1

)

 

$

(25.9

)

 

$

(36.4

)

 

$

(25.4

)

Amounts reclassified from AOCL

 

 

 

 

 

(0.1

)

 

 

(0.5

)

 

 

(0.1

)

 

 

0.3

 

 

 

 

 

 

0.6

 

 

 

(0.5

)

Balance at end of period

 

$

(25.9

)

 

$

(17.4

)

 

$

(25.9

)

 

$

(17.4

)

 

$

(35.8

)

 

$

(25.9

)

 

$

(35.8

)

 

$

(25.9

)

Net AOCL at end of period

 

$

(275.4

)

 

$

(171.1

)

 

$

(275.4

)

 

$

(171.1

)

 

$

(181.2

)

 

$

(275.4

)

 

$

(181.2

)

 

$

(275.4

)

Amounts reclassified from net AOCL related to foreign currency translation and defined benefit plans are recorded in other income (expense), net in the Condensed Consolidated Statements of Operations.

1613

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

Cash Flow Information

 

Six Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes, net of refunds

 

$

37.2

 

 

$

50.5

 

 

$

39.1

 

 

$

37.2

 

Interest

 

 

277.1

 

 

 

157.1

 

 

 

261.7

 

 

 

277.1

 

 

7.5. FINANCING

 

June 30, 2020

 

 

December 31, 2019

 

 

 

 

 

June 30, 2021

 

 

December 31, 2020

 

7.125% senior notes due July 2028

 

$

700.0

 

 

$

700.0

 

5.00% senior notes due March 2027

 

$

750.0

 

 

$

750.0

 

 

 

750.0

 

 

 

750.0

 

8.25% senior notes due March 2027

 

 

1,000.0

 

 

 

1,000.0

 

 

 

1,000.0

 

 

 

1,000.0

 

6.00% senior notes due June 2025

 

 

1,500.0

 

 

 

1,500.0

 

 

 

1,300.0

 

 

 

1,300.0

 

5.50% senior notes due June 2024

 

 

650.0

 

 

 

650.0

 

5.00% senior notes due June 2021

 

 

50.0

 

 

 

150.0

 

6.00% senior secured notes due March 2026

 

 

1,500.0

 

 

 

1,500.0

 

 

 

1,500.0

 

 

 

1,500.0

 

5.50% senior secured notes due March 2024

 

 

1,250.0

 

 

 

1,250.0

 

 

 

1,250.0

 

 

 

1,250.0

 

Senior secured term loan due April 2026

 

 

3,176.0

 

 

 

3,192.0

 

 

 

3,144.0

 

 

 

3,160.0

 

Senior secured revolving credit facility

 

 

250.0

 

 

 

 

 

 

 

 

 

 

Total principal amount of debt

 

$

10,126.0

 

 

$

9,992.0

 

 

$

9,644.0

 

 

$

9,660.0

 

Less: Original issue discount, net of amortization

 

 

(27.0

)

 

 

(29.2

)

 

 

(22.6

)

 

 

(24.8

)

Less: Debt issuance costs, net of amortization

 

 

(120.2

)

 

 

(130.4

)

 

 

(104.6

)

 

 

(114.6

)

Less: Current portion

 

 

(32.0

)

 

 

(32.0

)

 

 

(32.0

)

 

 

(32.0

)

Total long-term debt

 

$

9,946.8

 

 

$

9,800.4

 

 

$

9,484.8

 

 

$

9,488.6

 

 

See Note 8 in the Notes to Consolidated Financial Statements in the 20192020 Annual Report for additional information on the terms and conditions of the Company’s debt obligations. 

5.00% Senior Notes due 2021 (the 2021 Notes)Secured Credit Facilities

In February 2020, $100.0 million aggregate principal amount ofDuring the 2021 Notes was redeemedthree and resulted in the write-off of $0.3 million of debt issuance costs, which was reflected in interest expense during the six months ended June 30, 2020.  

Senior Secured Credit Facilities

In April 2020,2021, the Company borrowed $250.0 milliondid 0t borrow under the senior secured asset-based revolving credit facility (the Revolving Credit Facility). As of June 30, 2020,2021, the Company had $250.0 million0 outstanding borrowings under the Revolving Credit Facility and had availability of $521.6$729.7 million, after giving effect to borrowing base limitations and outstanding letters of credit.

During the three and six months ended June 30, 2020,2021, the Company made quarterly scheduled amortization payments of $8.0 million and $16.0 million, respectively, on the senior secured term loan due in 2026 (the 2026 Term Loan). The current portion of long-term debt reflects $32.0 million of repayments due under the 2026 Term Loan.

NaN portion of the 2026 Term Loan was reflected as a current portion of long-term debt as of June 30, 20202021 related to the potentially required excess cash flow payment because the amount that may be payable in 2021,2022, if any, cannot currently be reliably estimated. There is no excess cash flow payment required in 2021 related to 2020.

1714

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

Other Matters

The Company’s non-guarantor subsidiaries held $2,637$3,376 million, or 19%25%, of total assets and $971$1,034 million, or 8%, of total liabilities as of June 30, 20202021 and accounted for $583$677 million, or 28%31%, and $1,197$1,296 million, or 29%30%, of net sales for the three and six months ended June 30, 2020,2021, respectively. As of December 31, 2019,2020, the non-guarantor subsidiaries held $3,773$3,488 million, or 26%, of total assets and $714$956 million, or 6%8%, of total liabilities. For the three and six months ended June 30, 2019,2020, the non-guarantor subsidiaries accounted for $956$583 million, or 37%28%, and $1,371$1,197 million, or 37%29%, of net sales, respectively. All amounts presented exclude intercompany balances.

The weighted average effective interest rate on outstanding borrowings, including the impact of the interest rate swap, and the amortization of debt issuance costs and original issue discount, was 5.64%5.81% and 6.17%5.86% at June 30, 20202021 and December 31, 2019,2020, respectively.

8.6. FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, debt instruments, interest rate derivatives and foreign currency contracts. For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of June 30, 20202021 and December 31, 20192020 were considered representative of their fair values due to their short terms to maturity. The fair values of the Company’s debt instruments, interest rate derivatives and foreign currency contracts were based on indicative quotes.

Fair value measurements using quoted prices in active markets for identical assets and liabilities fall within Level 1 of the fair value hierarchy, measurements using significant other observable inputs fall within Level 2, and measurements using significant unobservable inputs fall within Level 3.

The carrying amounts, estimated fair values and valuation input levels of the Company’s debt instruments, interest rate derivatives and foreign currency contracts as of June 30, 20202021 and December 31, 2019,2020, are as follows:

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

 

June 30, 2021

 

 

December 31, 2020

 

 

 

 

Carrying

Amount

 

 

Fair Value

 

 

Carrying

Amount

 

 

Fair Value

 

 

Valuation

Inputs

 

Carrying

Amount

 

 

Fair Value

 

 

Carrying

Amount

 

 

Fair Value

 

 

Valuation

Inputs

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

$

4.7

 

 

$

4.7

 

 

$

10.7

 

 

$

10.7

 

 

Level 2

 

$

3.9

 

 

$

3.9

 

 

$

11.7

 

 

$

11.7

 

 

Level 2

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.125% senior notes due 2028

 

$

700.0

 

 

$

759.5

 

 

$

700.0

 

 

$

743.8

 

 

Level 2

5.00% senior notes due 2027

 

$

750.0

 

 

 

675.5

 

 

$

750.0

 

 

$

696.4

 

 

Level 2

 

 

750.0

 

 

 

767.8

 

 

 

750.0

 

 

 

741.5

 

 

Level 2

8.25% senior notes due 2027

 

 

1,000.0

 

 

 

1,027.7

 

 

 

1,000.0

 

 

 

1,052.5

 

 

Level 2

 

 

1,000.0

 

 

 

1,066.3

 

 

 

1,000.0

 

 

 

1,068.5

 

 

Level 2

6.00% senior notes due 2025

 

 

1,500.0

 

 

 

1,448.6

 

 

 

1,500.0

 

 

 

1,501.7

 

 

Level 2

 

 

1,300.0

 

 

 

1,327.6

 

 

 

1,300.0

 

 

 

1,329.3

 

 

Level 2

5.50% senior notes due 2024

 

 

650.0

 

 

 

661.7

 

 

 

650.0

 

 

 

656.0

 

 

Level 2

5.00% senior notes due 2021

 

 

50.0

 

 

 

50.0

 

 

 

150.0

 

 

 

149.9

 

 

Level 2

6.00% senior secured notes due 2026

 

 

1,500.0

 

 

 

1,537.5

 

 

 

1,500.0

 

 

 

1,595.6

 

 

Level 2

 

 

1,500.0

 

 

 

1,583.6

 

 

 

1,500.0

 

 

 

1,576.8

 

 

Level 2

5.50% senior secured notes due 2024

 

 

1,250.0

 

 

 

1,262.5

 

 

 

1,250.0

 

 

 

1,302.1

 

 

Level 2

 

 

1,250.0

 

 

 

1,282.8

 

 

 

1,250.0

 

 

 

1,285.9

 

 

Level 2

Senior secured term loan due 2026

 

 

3,176.0

 

 

 

3,025.1

 

 

 

3,192.0

 

 

 

3,219.9

 

 

Level 2

 

 

3,144.0

 

 

 

3,134.2

 

 

 

3,160.0

 

 

 

3,156.1

 

 

Level 2

Senior secured revolving credit facility

 

 

250.0

 

 

 

246.9

 

 

 

 

 

 

 

 

Level 2

Foreign currency contracts

 

 

3.5

 

 

 

3.5

 

 

 

5.9

 

 

 

5.9

 

 

Level 2

 

 

2.9

 

 

 

2.9

 

 

 

24.4

 

 

 

24.4

 

 

Level 2

Interest rate swap contracts

 

 

36.2

 

 

 

36.2

 

 

 

16.3

 

 

 

16.3

 

 

Level 2

 

 

21.5

 

 

 

21.5

 

 

 

29.9

 

 

 

29.9

 

 

Level 2

Non-Recurring Fair Value Measurements

During the second quarter of 2020, the Company recorded a pretax goodwill impairment charge of $206.7 million related to the Home Networks reporting unit in the Home segment (see Note 3). The fair value of the reporting unit was determined as of May 31, 2020 using a discounted cash flow (DCF) model. Under the DCF method, the fair value of a reporting unit is based on the present value of estimated future cash flows. The inputs to the DCF model are Level 3 valuation inputs.

18


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

These fair value estimates are based on pertinent information available to management as of the valuation date. 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.

9.15


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

7. SEGMENTS AND GEOGRAPHIC INFORMATION

As of January 1, 2020, theThe Company reorganized its internal management and reporting structure as part of the integration of the Acquisition. The reorganization changed the information regularly reviewed by the Company’s chief operating decision maker for purposes of allocating resources and assessing performance. As a result, the Company is reporting financial performance based on 4 reportable segments: Broadband, Home, OWN and VCN. Thesehas four reportable segments are based upon the nature of the products and services they offer.as described below.

The Broadband Networks (Broadband) segment provides an end-to-end product portfolio serving the telco and cable provider broadband market. The segment brings together the Network Cable and Connectivity business with the Network and Cloud business and includes converged cable access platform, passive optical networking, video systems, access technologies, fiber and coaxial cable, fiber and copper connectivity and hardened closures.

The HomeOutdoor Wireless Networks (OWN) segment comprises the former Consumer Premises Equipment business and focuses on the future of the connected homemacro and connected devices inside the home.metro cell markets. The segment includes base station antennas, RF filters, tower connectivity, microwave antennas, metro cell products, cabinets, steel, accessories, Spectrum Access Systems and Comsearch.

The Venue and Campus Networks (VCN) segment targets both public and private networks for campuses, venues, data centers and buildings. The segment combines Wi-Fi and switching, distributed antenna systems, licensed and unlicensed small cells and enterprise fiber and copper infrastructure.

The Home Networks (Home) segment includes subscriber-based solutions that support broadband and video applications connecting cable, telecommunications and satellite service providers to a customer’s home and adds wireless connectivity or other wired connections integrating in-home devices together to enableapplications. The broadband offerings in the consumption of internet-based services and the delivery of broadcast, streamed and stored video to televisions and other connected devices. Broadband offeringsHome segment include devices that provide residential connectivity to a service provider’s network, such as digital subscriber line and cable modems and telephony and data gateways which incorporate routing and Wi-Fi functionality. Video offerings include set top boxes that support cable, satellite and IPTVIP television content delivery and include products such as digital video recorders, high definition set top boxes and hybrid set top devices.

The OWN segment focuses onIn the macro and metro cell markets. The segment includes base station antennas, RF filters, tower connectivity, microwave antennas, metro cell products, cabinets, steel accessories, Spectrum Access System and Comsearch. Assecond quarter of 2021, management shifted certain product lines from the Company’s wireless operator customers shift a portionBroadband segment to its Home segment to better align with how the business is being managed in light of their 5G capital expenditures from the macro towerplanned spin-off of the Home Networks business. All prior period amounts in these condensed consolidated financial statements have been recast to the metro cell, the portfolio will strategically help to make the transition smooth and cost-effective.

The VCNreflect these operating segment targets both public and private networks for campuses, venues, data centers and buildings. The segment combines Wi-Fi and switching, distributed antenna systems, licensed and unlicensed small cells and enterprise fiber and copper infrastructure.changes.

The following table provides summary financial information by reportable segment:

 

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2021

 

 

December 31, 2020

 

Identifiable segment-related assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

6,488.3

 

 

$

6,681.1

 

 

$

6,405.9

 

 

$

6,441.1

 

Home

 

 

1,858.4

 

 

 

2,178.7

 

OWN

 

 

1,340.2

 

 

 

1,394.1

 

 

 

1,360.1

 

 

 

1,264.4

 

VCN

 

 

3,439.1

 

 

 

3,476.4

 

 

 

3,369.5

 

 

 

3,352.3

 

Home

 

 

1,478.0

 

 

 

1,709.0

 

Total identifiable segment-related assets

 

 

13,126.0

 

 

 

13,730.3

 

 

 

12,613.5

 

 

 

12,766.8

 

Reconciliation to total assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

823.4

 

 

 

598.2

 

 

 

446.2

 

 

 

521.9

 

Deferred income tax assets

 

 

188.8

 

 

 

103.1

 

 

 

368.1

 

 

 

288.1

 

Total assets

 

$

14,138.2

 

 

$

14,431.6

 

 

$

13,427.8

 

 

$

13,576.8

 

1916

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

The Company’s measuremeasurement of segment performance is adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization). The Company defines adjusted EBITDA as operating income (loss), adjusted to exclude depreciation, amortization of intangible assets, restructuring costs, asset impairments, equity-based compensation, transaction, transformation and integration costs and other items that the Company believes are useful to exclude in the evaluation of operating performance from period to period because these items are not representative of the Company’s core business.

The following table provides net sales, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment:

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

671.9

 

 

$

669.5

 

 

$

1,285.4

 

 

$

995.9

 

 

$

807.9

 

 

$

660.6

 

 

$

1,586.8

 

 

$

1,258.8

 

Home

 

 

624.0

 

 

 

889.0

 

 

 

1,225.4

 

 

 

889.0

 

OWN

 

 

328.4

 

 

 

458.1

 

 

 

677.2

 

 

 

849.0

 

 

 

358.1

 

 

 

328.4

 

 

 

680.6

 

 

 

677.2

 

VCN

 

 

478.5

 

 

 

550.1

 

 

 

948.0

 

 

 

932.4

 

 

 

562.8

 

 

 

478.5

 

 

 

1,032.4

 

 

 

948.0

 

Home

 

 

456.5

 

 

 

635.3

 

 

 

957.5

 

 

 

1,252.0

 

Consolidated net sales

 

$

2,102.8

 

 

$

2,566.7

 

 

$

4,136.0

 

 

$

3,666.3

 

 

$

2,185.3

 

 

$

2,102.8

 

 

$

4,257.3

 

 

$

4,136.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

130.2

 

 

$

117.9

 

 

$

222.9

 

 

$

176.1

 

 

$

154.0

 

 

$

127.2

 

 

$

330.3

 

 

$

212.5

 

Home

 

 

35.4

 

 

 

62.1

 

 

 

47.3

 

 

 

62.1

 

OWN

 

 

76.0

 

 

 

136.3

 

 

 

164.9

 

 

 

237.3

 

 

 

80.0

 

 

 

76.0

 

 

 

153.9

 

 

 

164.9

 

VCN

 

 

38.2

 

 

 

79.3

 

 

 

75.9

 

 

 

128.6

 

 

 

59.1

 

 

 

38.2

 

 

 

79.1

 

 

 

75.9

 

Home

 

 

14.6

 

 

 

38.4

 

 

 

34.1

 

 

 

57.7

 

Total segment adjusted EBITDA

 

 

279.8

 

 

 

395.6

 

 

 

511.0

 

 

 

604.1

 

 

 

307.7

 

 

 

279.8

 

 

 

597.4

 

 

 

511.0

 

Amortization of intangible assets

 

 

(157.6

)

 

 

(164.1

)

 

 

(315.4

)

 

 

(223.5

)

 

 

(154.2

)

 

 

(157.6

)

 

 

(308.9

)

 

 

(315.4

)

Restructuring costs, net

 

 

(19.6

)

 

 

(46.4

)

 

 

(43.3

)

 

 

(58.8

)

 

 

(58.9

)

 

 

(19.6

)

 

 

(103.3

)

 

 

(43.3

)

Equity-based compensation

 

 

(32.5

)

 

 

(23.1

)

 

 

(56.0

)

 

 

(30.7

)

 

 

(16.4

)

 

 

(32.5

)

 

 

(40.0

)

 

 

(56.0

)

Asset impairments

 

 

(206.7

)

 

 

 

 

 

(206.7

)

 

 

 

 

 

 

 

 

(206.7

)

 

 

 

 

 

(206.7

)

Transaction and integration costs

 

 

(7.6

)

 

 

(167.0

)

 

 

(13.0

)

 

 

(187.7

)

Purchase accounting adjustments

 

 

(5.2

)

 

 

(164.1

)

 

 

(10.7

)

 

 

(164.1

)

Patent claims and litigation

 

 

(7.5

)

 

 

 

 

 

(12.8

)

 

 

 

Transaction, transformation and integration costs

 

 

(21.0

)

 

 

(7.6

)

 

 

(36.7

)

 

 

(13.0

)

Acquisition accounting adjustments

 

 

(3.0

)

 

 

(5.2

)

 

 

(6.2

)

 

 

(10.7

)

Patent claims and litigation settlements

 

 

(40.0

)

 

 

(7.5

)

 

 

(41.5

)

 

 

(12.8

)

Depreciation

 

 

(37.9

)

 

 

(40.1

)

 

 

(79.7

)

 

 

(57.8

)

 

 

(32.6

)

 

 

(37.9

)

 

 

(70.3

)

 

 

(79.7

)

Consolidated operating loss

 

$

(194.8

)

 

$

(209.2

)

 

$

(226.6

)

 

$

(118.5

)

 

$

(18.4

)

 

$

(194.8

)

 

$

(9.5

)

 

$

(226.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

14.5

 

 

$

15.6

 

 

$

30.0

 

 

$

21.7

 

 

$

13.4

 

 

$

14.3

 

 

$

28.7

 

 

$

29.6

 

Home

 

 

8.0

 

 

 

9.5

 

 

 

18.0

 

 

 

9.5

 

OWN

 

 

4.0

 

 

 

4.5

 

 

 

8.5

 

 

 

8.9

 

 

 

3.8

 

 

 

4.0

 

 

 

7.6

 

 

 

8.5

 

VCN

 

 

11.4

 

 

 

10.5

 

 

 

23.2

 

 

 

17.7

 

 

 

10.3

 

 

 

11.4

 

 

 

21.4

 

 

 

23.2

 

Home

 

 

5.1

 

 

 

8.2

 

 

 

12.6

 

 

 

18.4

 

Consolidated depreciation expense

 

$

37.9

 

 

$

40.1

 

 

$

79.7

 

 

$

57.8

 

 

$

32.6

 

 

$

37.9

 

 

$

70.3

 

 

$

79.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

10.0

 

 

$

12.9

 

 

$

21.6

 

 

$

18.1

 

 

$

20.3

 

 

$

8.7

 

 

$

32.8

 

 

$

18.1

 

Home

 

 

3.9

 

 

 

2.4

 

 

 

7.0

 

 

 

2.4

 

OWN

 

 

4.3

 

 

 

3.6

 

 

 

6.8

 

 

 

9.4

 

 

 

2.5

 

 

 

3.9

 

 

 

4.9

 

 

 

6.7

 

VCN

 

 

5.6

 

 

 

7.7

 

 

 

12.3

 

 

 

18.1

 

 

 

8.7

 

 

 

5.7

 

 

 

18.1

 

 

 

12.9

 

Home

 

 

2.3

 

 

 

5.5

 

 

 

4.4

 

 

 

10.0

 

Consolidated additions to property, plant and equipment

 

$

23.8

 

 

$

26.6

 

 

$

47.7

 

 

$

48.0

 

 

$

33.8

 

 

$

23.8

 

 

$

60.2

 

 

$

47.7

 

 

2017

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

Sales to customers located outside of the U.S. comprised 42.6% and 42.5% of total net sales for the three and six months ended June 30, 2021, respectively, compared to 35.6% and 37.8%, of total net sales for the three and six months ended June 30, 2020, respectively, compared to 41.5% and 41.6% of totalrespectively. The following table presents net sales for the three and six months ended June 30, 2019. Sales by geographic region,reportable segment, disaggregated based on the destination of product shipments, were as follows:geographic region:

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended June 30,

 

 

June 30,

 

 

June 30,

 

 

Broadband

 

 

OWN

 

 

VCN

 

 

Home

 

 

Total

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Geographic Region:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

1,353.6

 

 

$

1,500.7

 

 

$

2,574.1

 

 

$

2,139.9

 

 

$

493.4

 

 

$

434.5

 

 

$

231.9

 

 

$

223.0

 

 

$

288.3

 

 

$

273.1

 

 

$

240.6

 

 

$

423.0

 

 

$

1,254.2

 

 

$

1,353.6

 

Europe, Middle East and Africa

 

 

359.0

 

 

 

471.3

 

 

 

754.1

 

 

 

701.2

 

 

 

116.5

 

 

 

93.9

 

 

 

65.4

 

 

 

66.6

 

 

 

120.0

 

 

 

97.2

 

 

 

106.9

 

 

 

101.3

 

 

 

408.8

 

 

 

359.0

 

Asia Pacific

 

 

201.9

 

 

 

267.4

 

 

 

379.4

 

 

 

414.6

 

 

 

58.9

 

 

 

61.9

 

 

 

34.5

 

 

 

19.3

 

 

 

127.7

 

 

 

94.4

 

 

 

23.0

 

 

 

26.3

 

 

 

244.1

 

 

 

201.9

 

Caribbean and Latin America

 

 

124.0

 

 

 

225.4

 

 

 

282.4

 

 

 

288.9

 

 

 

114.1

 

 

 

44.7

 

 

 

8.4

 

 

 

13.9

 

 

 

17.6

 

 

 

11.4

 

 

 

50.2

 

 

 

54.0

 

 

 

190.3

 

 

 

124.0

 

Canada

 

 

64.3

 

 

 

101.9

 

 

 

146.0

 

 

 

121.7

 

 

 

25.0

 

 

 

25.6

 

 

 

17.9

 

 

 

5.6

 

 

 

9.2

 

 

 

2.4

 

 

 

35.8

 

 

 

30.7

 

 

 

87.9

 

 

 

64.3

 

Consolidated net sales

 

$

2,102.8

 

 

$

2,566.7

 

 

$

4,136.0

 

 

$

3,666.3

 

 

$

807.9

 

 

$

660.6

 

 

$

358.1

 

 

$

328.4

 

 

$

562.8

 

 

$

478.5

 

 

$

456.5

 

 

$

635.3

 

 

$

2,185.3

 

 

$

2,102.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

Broadband

 

 

OWN

 

 

VCN

 

 

Home

 

 

Total

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Geographic Region:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

1,017.8

 

 

$

788.6

 

 

$

421.5

 

 

$

482.4

 

 

$

515.4

 

 

$

530.3

 

 

$

491.4

 

 

$

772.8

 

 

$

2,446.1

 

 

$

2,574.1

 

Europe, Middle East

and Africa

 

 

215.3

 

 

 

200.4

 

 

 

127.9

 

 

 

123.5

 

 

 

228.8

 

 

 

200.7

 

 

 

222.5

 

 

 

229.5

 

 

 

794.5

 

 

 

754.1

 

Asia Pacific

 

 

119.7

 

 

 

113.8

 

 

 

76.6

 

 

 

39.5

 

 

 

232.1

 

 

 

176.0

 

 

 

41.1

 

 

 

50.1

 

 

 

469.5

 

 

 

379.4

 

Caribbean and Latin

America

 

 

191.1

 

 

 

106.3

 

 

 

19.6

 

 

 

22.5

 

 

 

34.4

 

 

 

25.9

 

 

 

137.3

 

 

 

127.7

 

 

 

382.4

 

 

 

282.4

 

Canada

 

 

42.9

 

 

 

49.7

 

 

 

35.0

 

 

 

9.3

 

 

 

21.7

 

 

 

15.1

 

 

 

65.2

 

 

 

71.9

 

 

 

164.8

 

 

 

146.0

 

Consolidated net sales

 

$

1,586.8

 

 

$

1,258.8

 

 

$

680.6

 

 

$

677.2

 

 

$

1,032.4

 

 

$

948.0

 

 

$

957.5

 

 

$

1,252.0

 

 

$

4,257.3

 

 

$

4,136.0

 

 

10.

8. RESTRUCTURING COSTS

The Company incurs costs associated with restructuring initiatives intended to improve overall operating performance and profitability. The costs related to restructuring actions are generally cash-based and primarily consist of employee-related costs, which include severance and other one-time termination benefits.

 

In addition to the employee-related costs, the Company also records other costs associated towith restructuring actions such as the gain or loss on the sale of facilities and impairment costs arising from unutilized real estate or equipment. As a result of prior restructuring and consolidation actions, theThe Company owns unutilized real estate and is attemptingattempts to sell or lease this unutilized space. Additionalspace but additional impairment charges may be incurred related to these or other excess assets, which are recorded as other associated costs.assets.  

The Company’s net pretax restructuring charges included in restructuring costs, net on the Condensed Consolidated Statements of Operations, by segment, were as follows:

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Broadband

 

$

8.9

 

 

$

22.7

 

 

$

14.0

 

 

$

25.6

 

 

$

62.7

 

 

$

(0.2

)

 

$

73.2

 

 

$

5.1

 

Home

 

 

4.9

 

 

 

15.1

 

 

 

7.4

 

 

 

15.1

 

OWN

 

 

3.9

 

 

 

1.9

 

 

 

8.0

 

 

 

5.8

 

 

 

0.5

 

 

 

0.5

 

 

 

6.2

 

 

 

3.9

 

VCN

 

 

1.9

 

 

 

6.7

 

 

 

13.9

 

 

 

12.3

 

 

 

(6.2

)

 

 

(1.2

)

 

 

16.1

 

 

 

10.1

 

Home

 

 

1.9

 

 

 

20.5

 

 

 

7.8

 

 

 

24.2

 

Total

 

$

19.6

 

 

$

46.4

 

 

$

43.3

 

 

$

58.8

 

 

$

58.9

 

 

$

19.6

 

 

$

103.3

 

 

$

43.3

 

Restructuring liabilities were included in the Company’s Condensed Consolidated Balance Sheets as follows:

 

 

June 30,

2020

 

 

December 31,

2019

 

Accrued and other liabilities

 

$

25.9

 

 

$

24.0

 

Other noncurrent liabilities

 

 

2.4

 

 

 

4.4

 

Total liability

 

$

28.3

 

 

$

28.4

 

ARRIS Integration Restructuring Actions

In anticipation of and following the Acquisition, the Company initiated a series of restructuring actions, which are currently ongoing, to integrate and streamline operations and achieve cost synergies. The activity within the liability established for the ARRIS integration restructuring actions was as follows:

2118

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

Restructuring liabilities were included in the Company’s Condensed Consolidated Balance Sheets as follows:

 

 

Employee-

Related

Costs

 

 

Other Associated Costs

 

 

Total

 

Balance at March 31, 2020

 

$

28.1

 

 

$

1.7

 

 

$

29.8

 

Additional charge recorded

 

 

19.6

 

 

 

 

 

 

19.6

 

Cash paid

 

 

(22.2

)

 

 

 

 

 

(22.2

)

Balance at June 30, 2020

 

$

25.5

 

 

$

1.7

 

 

$

27.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

$

23.1

 

 

$

2.0

 

 

$

25.1

 

Additional charge recorded

 

 

43.0

 

 

 

0.3

 

 

 

43.3

 

Cash paid

 

 

(40.6

)

 

 

(0.3

)

 

 

(40.9

)

Non-cash items

 

 

 

 

 

(0.3

)

 

 

(0.3

)

Balance at June 30, 2020

 

$

25.5

 

 

$

1.7

 

 

$

27.2

 

 

 

 

 

 

 

June 30,

2021

 

 

December 31,

2020

 

Accrued and other liabilities

 

$

52.0

 

 

$

22.0

 

Other noncurrent liabilities

 

 

39.7

 

 

 

4.0

 

Total liability

 

$

91.7

 

 

$

26.0

 

CommScope NEXT Restructuring Actions

In the first quarter of 2021, the Company announced and began implementing a business transformation initiative called CommScope NEXT. This initiative is designed to drive shareholder value through three pillars: focusing on strategies to drive profitable growth, undertaking a full portfolio evaluation and optimizing the business by focusing on efficiency and eliminating unnecessary non-value-added complexity and cost across the business. The activity within the liability established for CommScope NEXT restructuring actions was as follows:

 

 

Employee-

Related

Costs

 

 

Other

 

 

Total

 

Balance at March 31, 2021

 

$

33.3

 

 

$

 

 

$

33.3

 

Additional expense

 

 

54.9

 

 

 

4.0

 

 

 

58.9

 

Cash paid

 

 

(19.8

)

 

 

 

 

 

(19.8

)

Non-cash items

 

 

 

 

 

(4.0

)

 

 

(4.0

)

Balance at June 30, 2021

 

$

68.4

 

 

$

 

 

$

68.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

$

 

 

$

 

 

$

 

Additional expense

 

 

88.2

 

 

 

4.0

 

 

 

92.2

 

Cash paid

 

 

(19.8

)

 

 

 

 

 

(19.8

)

Non-cash items

 

 

 

 

 

(4.0

)

 

 

(4.0

)

Balance at June 30, 2021

 

$

68.4

 

 

$

 

 

$

68.4

 

19


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

The ARRIS integrationCommScope NEXT actions includeincluded the planned closure of a manufacturing facility as well as headcount reductions in sales,manufacturing, engineering, marketing, sales and administrative functions. The Company expects to make cash payments of $20.5$8.5 million during the remainder of 20202021 and additional cash payments of $6.7$59.9 million between 20212022 and 20222023 to settle the announced ARRIS integration initiatives. The Company has recognizedCommScope NEXT restructuring charges of $129.4 million since the Acquisition for integration and synergy actions. Additional restructuring actions related to the ARRIS integrationCommScope NEXT are expected to be identified and the resulting charges and cash requirements are expected to be material.

BNSIn addition, during the three and six months ended June 30, 2021, the Company recorded $4.0 million of impairment costs related to restructuring activities, which is included in restructuring costs, net on the Condensed Consolidated Statements of Operations.

ARRIS Integration Restructuring Actions

FollowingIn anticipation of and following the acquisition of the Broadband Network Solutions (BNS) business in 2015,ARRIS, the Company initiated a series of restructuring actions to integrate and streamline operations and achieve cost synergies. The activity within the liability established for the BNSARRIS integration restructuring actions was as follows:

 

 

Employee-

Related

Costs

 

Balance at March 31, 2020

 

$

2.2

 

Cash paid

 

 

(1.1

)

Balance at June 30, 2020

 

$

1.1

 

 

 

 

 

 

Balance at December 31, 2019

 

$

3.3

 

Cash paid

 

 

(2.2

)

Balance at June 30, 2020

 

$

1.1

 

 

 

Employee-

Related

Costs

 

 

Other

 

 

Total

 

Balance at March 31, 2021

 

$

25.8

 

 

$

0.8

 

 

$

26.6

 

Additional expense (recovery)

 

 

0.8

 

 

 

(0.8

)

 

 

 

Cash paid

 

 

(4.0

)

 

 

(0.8

)

 

 

(4.8

)

Non-cash items

 

 

 

 

 

1.0

 

 

 

1.0

 

Balance at June 30, 2021

 

$

22.6

 

 

$

0.2

 

 

$

22.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

$

24.4

 

 

$

0.8

 

 

$

25.2

 

Additional expense

 

 

9.2

 

 

 

1.9

 

 

 

11.1

 

Cash paid

 

 

(11.0

)

 

 

(1.0

)

 

 

(12.0

)

Non-cash items

 

 

 

 

 

(1.5

)

 

 

(1.5

)

Balance at June 30, 2021

 

$

22.6

 

 

$

0.2

 

 

$

22.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The BNSARRIS integration actions include the announced closures or reduction in activities at various U.S. and international facilities as well asincluded headcount reductions in manufacturing, sales, engineering, marketing and administrative functions. The Company has recognized restructuring charges of $153.0$185.7 million since the BNSARRIS acquisition for integration actions. NaN additional restructuring actions are expected in connection with the BNS integration initiatives. The Company expects to make cash payments of $0.4$18.4 million during the remainder of 20202021 and additional cash payments of $0.7$4.4 million betweenin 2022 to settle the ARRIS integration initiatives. The Company does not expect to identify significant additional restructuring actions related to the ARRIS integration.

For the three and six months ended June 30, 2021, and 2022.the other restructuring category primarily includes activity from impairment of operating lease right of use assets related to ceasing use of certain leased facilities as part of restructuring activities, which is included in restructuring costs, net on the Condensed Consolidated Statements of Operations.

11.9. SERIES A CONVERTIBLE PREFERRED STOCK

On April 4, 2019, the Company issued and sold 1,000,000 shares of the Convertible Preferred Stock to Carlyle for $1.0 billion, or $1,000 per share, pursuant to an Investment Agreement between the Company and Carlyle, dated November 8, 2018. The Convertible Preferred Stock is convertible at the option of the holders at any time into shares of CommScope common stock at an initial conversion rate of 36.3636 shares of common stock per share of the Convertible Preferred Stock (equivalent to $27.50 per common share). The conversion rate is subject to customary anti-dilution and other adjustments.  

2220

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

Holders of the Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per year, payable quarterly in arrears. Dividends can be paid in cash, in-kind through the issuance of additional shares of the Convertible Preferred Stock or any combination of the two, at the Company’s option. During the three and six months ended June 30, 2021, the Company paid cash dividends of $14.3 million and $28.7 million, respectively. During the three and six months ended June 30, 2020, the Company paid dividends in-kind of $13.9 million and $27.7 million, respectively, which was recorded as additional Convertible Preferred Stock on the Condensed Consolidated Balance Sheets.  

12.10. STOCKHOLDERS’ EQUITY

Equity-Based Compensation Plans

As of June 30, 2020, $182.32021, $149.3 million of total unrecognized compensation expense related to unvested stock options, restricted stock units (RSUs) and performance share units (PSUs) is expected to be recognized over a remaining weighted average period of 1.51.6 years. There were 0 significant capitalized equity-based compensation costs at June 30, 2020.2021.

In the second quarter of 2021, the Company’s stockholders approved the termination of certain executive performance stock options, which is reflected as forfeited stock options below, and the grant of selective performance-based retention equity awards, which is reflected as performance share units granted below. The impact under modification accounting was not material to the condensed consolidated financial statements.

The following table shows a summary of the equity-based compensation expense included in the Condensed Consolidated Statements of Operations:

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Selling, general and administrative

 

$

17.7

 

 

$

15.0

 

 

$

30.7

 

 

$

20.9

 

 

$

8.5

 

 

$

17.7

 

 

$

20.4

 

 

$

30.7

 

Cost of sales

 

 

5.2

 

 

 

3.1

 

 

 

9.0

 

 

 

4.0

 

 

 

2.7

 

 

 

5.2

 

 

 

6.6

 

 

 

9.0

 

Research and development

 

 

9.6

 

 

 

5.0

 

 

 

16.3

 

 

 

5.8

 

 

 

5.2

 

 

 

9.6

 

 

 

13.0

 

 

 

16.3

 

Total equity-based compensation expense

 

$

32.5

 

 

$

23.1

 

 

$

56.0

 

 

$

30.7

 

 

$

16.4

 

 

$

32.5

 

 

$

40.0

 

 

$

56.0

 

Stock Options

Stock options are awards that allow the recipient to purchase shares of the Company’s common stock at a fixed price. Stock options are granted at an exercise price equal to the Company’s stock price at the date of grant. These awards generally vest over three to five years following the grant date and have a contractual term of ten years. These awards vest based on a time-based component or a combination of time and performance-based components.

The following table summarizes the stock option activity (in millions, except per share data and years):

 

 

Shares

 

 

Weighted

Average Option

Exercise Price

Per Share

 

 

Weighted

Average Remaining

Contractual Term

in Years

 

 

Aggregate

Intrinsic Value

 

Options outstanding at March 31, 2020

 

 

9.4

 

 

$

17.71

 

 

 

 

 

 

 

 

 

Expired

 

 

(0.1

)

 

 

29.43

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(0.1

)

 

$

22.77

 

 

 

 

 

 

 

 

 

Options outstanding at June 30, 2020

 

 

9.2

 

 

$

17.57

 

 

 

6.6

 

 

$

5.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at December 31, 2019

 

 

9.6

 

 

$

17.70

 

 

 

 

 

 

 

 

 

Exercised

 

 

(0.1

)

 

$

8.29

 

 

 

 

 

 

 

 

 

Expired

 

 

(0.1

)

 

$

30.15

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(0.2

)

 

$

20.52

 

 

 

 

 

 

 

 

 

Options outstanding at June 30, 2020

 

 

9.2

 

 

$

17.57

 

 

 

6.6

 

 

$

5.5

 

Options vested at June 30, 2020

 

 

3.9

 

 

$

15.84

 

 

 

3.5

 

 

$

5.5

 

Options unvested at June 30, 2020

 

 

5.3

 

 

$

18.86

 

 

 

8.9

 

 

$

 

23


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The exercise prices of outstanding options at June 30, 2020 were in the following ranges (in millions, except per share data and years):

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Shares

 

 

Weighted Average

Remaining

Contractual Life

in Years

 

 

Weighted

Average

Exercise

Price Per Share

 

 

Shares

 

 

Weighted

Average

Exercise

Price Per Share

 

$2.96 to $5.74

 

 

2.1

 

 

 

0.6

 

 

$

5.74

 

 

 

2.1

 

 

$

5.74

 

$5.75 to $22.99

 

 

5.8

 

 

 

8.8

 

 

$

18.34

 

 

 

0.6

 

 

$

17.72

 

$23.00 to $42.32

 

 

1.3

 

 

 

6.2

 

 

$

33.38

 

 

 

1.2

 

 

$

32.88

 

$2.96 to $42.32

 

 

9.2

 

 

 

6.6

 

 

$

17.57

 

 

 

3.9

 

 

$

15.84

 

The Company uses the Black-Scholes model to estimate the fair value of stock option awards at the date of grant. Key inputs and assumptions used in the model include the grant date fair value of common stock, exercise price of the award, the expected option term, the risk-free interest rate, stock price volatility and the Company’s projected dividend yield. The expected term represents the period over which the Company’s employees are expected to hold their options. The risk-free interest rate reflects the yield on zero-coupon U.S. treasury securities with a term equal to the option’s expected term. Expected volatility is derived based on the historical volatility of the Company’s stock. The Company’s projected dividend yield is 0. The Company believes the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in estimating the fair values of its stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards. Subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company.

There were 0 stock option awards granted during the three or six months ended June 30, 2020. The following table presents the weighted average assumptions used to estimate the fair value of stock option awards granted during the three and six months ended June 30, 2019.2021 or 2020.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2019

 

Expected option term (in years)

 

 

6.3

 

 

 

6.3

 

Risk-free interest rate

 

 

2.2

%

 

 

2.2

%

Expected volatility

 

 

40.0

%

 

 

40.0

%

Weighted average exercise price

 

$

18.60

 

 

$

18.60

 

Weighted average fair value at grant date

 

$

8.06

 

 

$

8.06

 

21

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The following table summarizes the stock option activity (in millions, except per share data and years):

 

 

Shares

 

 

Weighted

Average Option

Exercise Price

Per Share

 

 

Weighted

Average Remaining

Contractual Term

in Years

 

 

Aggregate

Intrinsic Value

 

Options outstanding at March 31, 2021

 

 

5.1

 

 

$

21.83

 

 

 

7.2

 

 

$

1.0

 

Forfeited

 

 

(1.9

)

 

$

18.34

 

 

 

 

 

 

 

 

 

Options outstanding at June 30, 2021

 

 

3.2

 

 

$

23.95

 

 

 

5.8

 

 

$

6.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at December 31, 2020

 

 

6.2

 

 

$

19.86

 

 

 

6.6

 

 

$

5.6

 

Exercised

 

 

(0.7

)

 

$

5.78

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(2.3

)

 

$

18.39

 

 

 

 

 

 

 

 

 

Options outstanding at June 30, 2021

 

 

3.2

 

 

$

23.95

 

 

 

5.8

 

 

$

6.5

 

Options vested at June 30, 2021

 

 

2.4

 

 

$

25.74

 

 

 

5.1

 

 

$

4.1

 

Options unvested at June 30, 2021

 

 

0.8

 

 

$

18.20

 

 

 

7.9

 

 

$

2.4

 

The exercise prices of outstanding options at June 30, 2021 were in the following ranges (in millions, except per share data and years):

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Shares

 

 

Weighted Average

Remaining

Contractual Life

in Years

 

 

Weighted

Average

Exercise

Price Per Share

 

 

Shares

 

 

Weighted

Average

Exercise

Price Per Share

 

$5.50 to $18.50

 

 

0.1

 

 

 

4.9

 

 

$

10.08

 

 

 

0.1

 

 

$

9.11

 

$18.51 to $30.00

 

 

2.2

 

 

 

5.9

 

 

$

19.54

 

 

 

1.4

 

 

$

20.01

 

$30.01 to $45.00

 

 

0.9

 

 

 

5.6

 

 

$

36.44

 

 

 

0.9

 

 

$

36.44

 

$5.50 to $45.00

 

 

3.2

 

 

 

5.8

 

 

$

23.95

 

 

 

2.4

 

 

$

25.74

 

Restricted Stock Units

RSUs entitle the holder to shares of common stock after a vesting period that generally ranges from one to three years. The fair value of the awards is determined on the grant date based on the Company’s stock price.

24The following table summarizes the RSU activity (in millions, except per share data):

 

 

Restricted

Stock

Units

 

 

Weighted

Average Grant

Date Fair Value

Per Share

 

Non-vested share units at March 31, 2021

 

 

8.2

 

 

$

12.25

 

Granted

 

 

3.8

 

 

$

20.53

 

Vested and shares issued

 

 

(0.2

)

 

$

11.92

 

Forfeited

 

 

(0.5

)

 

$

12.93

 

Non-vested share units at June 30, 2021

 

 

11.3

 

 

$

15.00

 

 

 

 

 

 

 

 

 

 

Non-vested share units at December 31, 2020

 

 

13.2

 

 

$

13.62

 

Granted

 

 

3.8

 

 

$

20.39

 

Vested and shares issued

 

 

(5.0

)

 

$

15.71

 

Forfeited

 

 

(0.7

)

 

$

13.22

 

Non-vested share units at June 30, 2021

 

 

11.3

 

 

$

15.00

 

22

 


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

The following table summarizes the RSU activity (in millions, except per share data):

 

 

Restricted

Stock

Units

 

 

Weighted

Average Grant

Date Fair Value

Per Share

 

Non-vested share units at March 31, 2020

 

 

9.0

 

 

$

17.24

 

Granted

 

 

6.4

 

 

$

10.34

 

Vested and shares issued

 

 

(0.1

)

 

$

16.76

 

Forfeited

 

 

(0.3

)

 

$

17.59

 

Non-vested share units at June 30, 2020

 

 

15.0

 

 

$

14.28

 

 

 

 

 

 

 

 

 

 

Non-vested share units at December 31, 2019

 

 

7.7

 

 

$

22.30

 

Granted

 

 

9.6

 

 

$

10.57

 

Vested and shares issued

 

 

(1.8

)

 

$

27.62

 

Forfeited

 

 

(0.5

)

 

$

18.48

 

Non-vested share units at June 30, 2020

 

 

15.0

 

 

$

14.28

 

Performance Share Units

Performance share units (PSUs)PSUs are stock-based awards in which the number of shares ultimately received by the employee depends on Company performance against specified targets. Such awards typically vest over three years and the number of shares issued can vary from 0% to 200% of the number of PSUs granted,100% depending on performance.a market condition, the achievement of certain CommScope stock price milestones, as well as a service condition. The Company uses a Monte Carlo simulation model to estimate the fair value of each PSU is determined onPSUs with a market condition at the date of grantgrant. Key assumptions used in the model include the risk-free interest rate, which reflects the yield on zero-coupon U.S. treasury securities, and stock price volatility which is derived based on the historical volatility of the Company’s stock price. stock.

The ultimate number of shares issuedfollowing table presents the weighted average assumptions used in the valuation and the related compensation cost recognized is based on the final performance metrics compared to the targets specified in the grants.fair value of PSU awards granted with a market condition:

 

 

Three Months Ended

June 30, 2021

 

 

Six Months Ended

June 30, 2021

 

Risk-free interest rate

 

 

0.4

%

 

 

0.4

%

Expected volatility

 

 

55.0

%

 

 

56.0

%

Weighted average fair value at grant date

 

$

12.01

 

 

$

11.21

 

The following table summarizes the PSU activity (in millions, except per share data):

 

 

Performance

Share Units

 

 

Weighted

Average Grant

Date Fair Value

Per Share

 

Non-vested share units at March 31, 2020

 

 

2.6

 

 

$

7.60

 

Granted

 

 

0.2

 

 

$

10.32

 

Vested and shares issued

 

 

(0.1

)

 

$

6.67

 

Forfeited

 

 

 

 

 

 

 

Non-vested share units at June 30, 2020

 

 

2.7

 

 

$

7.73

 

 

 

 

 

 

 

 

 

 

Non-vested share units at December 31, 2019

 

 

2.7

 

 

$

12.47

 

Granted

 

 

0.2

 

 

$

10.32

 

Vested and shares issued

 

 

(0.1

)

 

$

19.86

 

Forfeited

 

 

(0.1

)

 

$

8.98

 

Non-vested share units at June 30, 2020

 

 

2.7

 

 

$

7.73

 

 

 

Performance

Share Units

 

 

Weighted

Average Grant

Date Fair Value

Per Share

 

Non-vested share units at March 31, 2021

 

 

1.6

 

 

$

4.30

 

Granted

 

 

0.6

 

 

$

12.01

 

Non-vested share units at June 30, 2021

 

 

2.2

 

 

$

6.30

 

 

 

 

 

 

 

 

 

 

Non-vested share units at December 31, 2020

 

 

1.5

 

 

$

4.03

 

Granted

 

 

0.7

 

 

$

11.21

 

Non-vested share units at June 30, 2021

 

 

2.2

 

 

$

6.30

 

25


CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

13. SUBSEQUENT EVENTS

On July 1, 2020, the Company issued $700 million of 7.125% senior unsecured notes due 2028 (the 2028 Notes). The Company will pay interest on the 2028 Notes semi-annually in arrears on July 1 and January 1 of each year, commencing on January 1, 2021. Unless repurchased or redeemed earlier, the 2028 Notes will mature on July 1, 2028. The 2028 Notes were offered in a private placement exempt from registration under the Securities Act of 1933, as amended (the Securities Act), to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside of the United States in reliance on Regulation S under the Securities Act. The Company used the net proceeds from the offering of the 2028 Notes, together with cash on hand, to redeem and retire all of the outstanding 5.00% senior notes due 2021 and the outstanding 5.50% senior notes due 2024 and pay fees and expenses related to the transaction.

On July 8, 2020, the Company repaid $250.0 million, plus accrued interest, borrowed under the Revolving Credit Facility.

 

 

 


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following narrative is an analysis of the three and six months ended June 30, 20202021 compared to the three and six months ended June 30, 2019.2020. The discussion is provided to increase the understanding of, and should be read in conjunction with, the unaudited condensed consolidated financial statements and accompanying notes included in this report as well as the audited consolidated financial statements, related notes thereto and management’s discussion and analysis of financial condition and results of operations, including management’s discussion and analysis regarding the application of critical accounting policies as well asand the risk factors included in our 2019 Annual Report on Form 10-K.10-K for the year ended December 31, 2020 (2020 Annual Report).

We discuss certain financial measures in management’s discussion and analysis of financial condition and results of operations, including adjusted EBITDA, that differ from measures calculated in accordance with generally accepted accounting principles in the United States (GAAP)(U.S. GAAP). See "Reconciliation of Non-GAAP Measures" included elsewhere in this quarterly report for more information about these non-GAAP financial measures, including our reasons for including the measures and material limitations with respect to the usefulness of the measures.

Overview

We are a global provider of infrastructure solutions for communication and entertainment networks. Our solutions for wired and wireless networks enable service providers including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, IPInternet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. Our solutions are complemented by a broad array of services including technical support, systems design and integration. We are a leader in digital video and Internet Protocol TelevisionIP television distribution systems, broadband access infrastructure platforms and associatedequipment that delivers data and voice Customer Premises Equipment.networks to homes. Our global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

On April 4, 2019,In the first quarter of 2021, we completedannounced a transformation initiative referred to as CommScope NEXT designed to drive shareholder value through three pillars: focusing on strategies to drive profitable growth, undertaking a full portfolio evaluation and optimizing our  business by focusing on efficiency and eliminating unnecessary non-value-added complexity and cost across the acquisitionbusiness. We believe these efforts are critical to making us more competitive and allowing us to invest in growth and maximize shareholder and stakeholder value. We incurred $58.9 million and $103.3 million of ARRIS International plc (ARRIS) (the Acquisition) in an all-cashrestructuring costs and $21.0 million and $36.7 million of transaction, with a total purchase price of approximately $7.7 billion, including debt assumed. The operations of the ARRIS business are included in our consolidated operating results fortransformation and integration costs during the three and six months ended June 30, 20202021, respectively, primarily related to CommScope NEXT. We expect to continue to incur restructuring costs and 2019; however, for the comparative three and six months ended June 30, 2019, the operations of the ARRIS business are included from the date of the Acquisition. During the three and six months ended June 30, 2020, we recognized $7.6 million and $13.0 million, respectively, of transaction, transformation and integration costs and $19.6 million and $43.3 million, respectively, of restructuring costs related to the Acquisition and integration activities. During the three and six months ended June 30, 2019, we recognized $167.0 million and $187.7 million, respectively, of transaction and integration costs and $46.4 million and $58.8 million, respectively, of restructuring costs related to the Acquisition and integration activities. We will continue to incur integration and restructuring costsCommScope NEXT and such costs mayare expected to be material.

As a step in our CommScope NEXT transformation plan, on April 8, 2021, we announced our plan to spin-off the Home Networks business. Below we refer to certain supplementary “Core” financial measures, which reflect the results of January 1, 2020, we reorganized our internal management and reporting structure as part of the integration of the Acquisition. The reorganization changed the information regularly reviewed by our chief operating decision maker for purposes of allocating resources and assessing performance. As a result, we are reporting financial performance based on four new operating segments: Broadband Networks (Broadband), Home Networks (Home), Outdoor Wireless Networks (OWN) and Venue and Campus Networks (VCN). segments, in the aggregate. Our Core financial measures exclude the results and performance of our Home Networks (Home) segment. See the Segment Results section below for illustration of the aggregation of our Core financial measures. These four segmentsmetrics represent non-aggregated reportable operating segments. Prior to this change, we operated and reported five operating segments: Connectivity Solutions, Mobility Solutions, Customer Premises Equipment, Network and Cloud and Ruckus Networks. Our change inthe business segments as of January 1, 2020 resulted in a realignment of our existing reporting units. Althoughwe have reported. However, the reporting units were realigned, our reporting units remained the same except for where two reporting units have been combined into a new reporting unit. In this case, goodwill was simply combined in the new reporting units. Since the compositionultimate definition of the reporting unitsHome Networks business that we expect to spin-off may vary, and the assignment of goodwill to the reporting units were unaffected, an interim goodwill impairment test was not performed due to our change in segments during the first quarter of 2020. See the discussion below under “Critical Accounting Policies” for more information regarding the interim goodwill impairment test performed duringfuture results may differ materially.

In the second quarter of 2020.  2021, we shifted certain product lines from our Broadband segment to our Home segment to better align with how the business is being managed in light of the planned spin-off of the Home Networks business. All prior period amounts have been recast to reflect these operating segment changes.


In March 2020, the World Health Organization declared the new strain of coronavirus (COVID-19) a pandemic and the United States (U.S.) declared a national emergency with respect to COVID-19. The COVID-19 pandemic has negatively impacted regional and global economies, disrupted global supply chains and created significant volatility and disruption of financial markets. The global impact of the outbreak has been rapidly evolving and certain jurisdictions, including those where we have operations, have also reacted by instituting quarantines, restrictions on travel, “shelter in place” rules, social distancing protocols and restrictions on types of business that may continue to operate. While we have been deemed an “essential” (or equivalent) business in many jurisdictions and therefore have been permitted to continue most of our operations in those jurisdictions, the impact of the COVID-19 pandemic on our operational and financial performance has included temporary closures of our facilities and the facilities of certain of our customers, suppliers and other vendors in our supply chain. CommScope has taken measures to protect the health and safety of our employees (including implementing new and increased cleaning procedures, health screenings, safety protocols and social distancing requirements where appropriate), work with our customers and vendors to minimize potential disruptions and support our community in addressing the challenges posed by this global pandemic.Update

The COVID-19 outbreak impactedhad an adverse impact on our financial performance during the three and six months ended June 30,in 2020 as discussed more below, particularly in our VCN and Home segments. While the impact in the first quarter 2020 was primarily related to decreased demand, supply constraints due to the temporary shutdown of certain of our factories in Suzhou, China, the impact in the second quarter included a combination of supply constraints,facilities and increased business continuity costscosts. We took a variety of actions in 2020 to help mitigate the financial impacts such as headcount reductions, lower capital spending and demand impacts. Currently, most CommScope factories are fully operational,but we have experienced periodic, temporary factory closures in certain jurisdictions due to health concerns. From a demand standpoint,lower discretionary spending. The negative impact of COVID-19 on our financial performance has eased during the impact has been mixedfirst half of 2021, with network strain driving increased demand for our Broadband segment products while VCNin particular. The recovery in demand has been negatively impacted duealso had unfavorable business impacts, including commodity inflation (primarily copper and resins), logistics cost increases and certain component part shortages. We expect certain of these unfavorable impacts to social distancing measures and the general economic slowdown. We currently expect the decline in revenue caused by the economic slowdown due to COVID-19 to persist through 2020. Additionally, we took a number of actions to reduce our operating costs and manage our balance sheet in light of the COVID-19 pandemic, including headcount reductions, improved working capital management, lower capital spending and suspension of certain discretionary spending.continue into 2022.

The extent of the negative impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic, including new variants, the effectiveness and adoption of vaccines and related actions taken by domestic and international jurisdictions to maintain and prevent disease spread, and the extent of any financial recession resulting from the pandemic, all of which are uncertain and cannot be predicted. We considered

Performance Highlights

The below are highlights of our results for the impactthree and six months ended June 30, 2021 compared to the prior year periods. Core financial measures reflect the results of our Broadband, OWN and VCN segments, in the aggregate. Core financial measures exclude the results of our Home segment. See the Segment Results section below for illustration of the economic slowdown on our evaluationaggregation of our significant estimates, including goodwill impairment indicators and credit losses, as of June 30, 2020. See the discussion below under “Critical Accounting Policies” for more information regarding the interim goodwill impairment test performed during the second quarter of 2020. Although no significant changes in credit risk were identified, it is possible credit losses could emerge as the impact of the crisis becomes clearer and those losses could be material.Core financial measures.

Net sales increased 3.9% and 2.9%, respectively

Core net sales increased 17.8% and 14.4%, respectively

Net loss decreased 52.1% and 47.7%, respectively

Non-GAAP adjusted EBITDA increased 10.0% and 16.9%, respectively

Core adjusted EBITDA increased 21.4% and 24.3%, respectively

Diluted loss per share decreased 52.0% and 46.9%, respectively

CRITICAL ACCOUNTING POLICIES

Interim Impairment Review of Goodwill

We estimate the fair value of a reporting unit using a discounted cash flow (DCF) method or, as appropriate, a combination of the DCF method and a market approach known as the guideline public company method. Under the DCF method, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. The significant assumptions in the DCF model primarily include, but are not limited to, forecasts of annual revenue growth rates, annual operating income margin, the terminal growth rate and the discount rate used to determine the present value of the cash flow projections. When determining these assumptions and preparing these estimates, we consider historical performance trends, industry data, insight derived from customers, relevant changes in the reporting unit’s underlying business and other market trends that may affect the reporting unit. The discount rate is based on the estimated weighted average cost of capital as of the test date of market participants in the industry in which the reporting unit operates. Under the guideline public company method, we estimate the fair value based upon market multiples of revenue and earnings derived from publicly traded companies with similar operating and investment characteristics as the reporting unit. The weighting of the fair value derived from the market approach may vary depending on the level of comparability of these publicly-traded companies to the reporting unit. When comparable public companies are not meaningful or not available, we may estimate the fair value of a reporting unit using only the DCF method.

During the second quarter of 2020, we determined that indicators of impairment existed for our Home Networks reporting unit due to lower projected operating results, primarily driven by the accelerated decline in demand for video devices. This trend is projected to continue as consumers adopt the use of other streaming applications and has been further impacted negatively by the macro-economic effects of COVID-19. Accordingly, we assessed the fair value of our Home Networks reporting unit as of May 31, 2020 and recorded a goodwill impairment charge of $206.7 million in the Home segment. This reflects a full impairment of the remaining goodwill in the Home segment, and as such, the Home segment has no remaining goodwill balance as of June 30, 2020.


To determine the fair value of our Home Networks reporting unit and test for goodwill impairment, we developed a revised forecast for 2020 and updated the annual financial forecasts for the years beyond 2020. We used an income approach (DCF method) because we believe this is the most direct approach to incorporate the specific economic attributes and risk profile of the reporting unit into our valuation model. Consistent with our 2019 annual impairment test, we used a 9.0% discount rate for the interim goodwill impairment test for the Home Networks reporting unit. We determined that the utilization of a market approach for the interim goodwill impairment test would not impact the conclusion.

While no indicators of impairment existed for our other reporting units during the second quarter of 2020, we believe our Enterprise and Network and Cloud (N&C) reporting units could be at risk due to continued challenges in operating results and our ability to grow these businesses. The Enterprise reporting unit is in our VCN segment and the N&C reporting unit is in our Broadband segment. If assumed net sales and cash flow projections are not achieved in future periods, it is possible that the goodwill of these or other reporting units could be deemed to be impaired and the impairment could be material.

Other Developments

There have been no changes in our critical accounting policies as disclosed in our 20192020 Annual Report on Form 10-K. See Note 1 in the Notes to Unaudited Condensed Consolidated Financial Statements for discussion of our adoption of Accounting Standards Update (ASU) No. 2016-13, Report.


Measurement of Credit Losses on Financial Instruments, as of January 1, 2020. Our allowance for doubtful accounts is a significant accounting estimate and while the adoption of this new guidance impacted our allowance for doubtful accounts policy, it did not materially impact the estimate of our allowance for doubtful accounts. There were no other changes in our significant accounting estimates as disclosed in our 2019 Annual Report on Form 10-K.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 20202021 WITH THE THREE AND SIX MONTHS ENDED JUNE 30, 20192020

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

Amount

 

 

% of Net

Sales

 

 

Amount

 

 

% of Net

Sales

 

 

$

Change

 

 

%

Change

 

 

Amount

 

 

% of Net

Sales

 

 

Amount

 

 

% of Net

Sales

 

 

$

Change

 

 

%

Change

 

 

(dollars in millions, except per share amounts)

 

 

(dollars in millions, except per share amounts)

 

Net sales

 

$

2,102.8

 

 

 

100.0

%

 

$

2,566.7

 

 

 

100.0

%

 

$

(463.9

)

 

 

(18.1

)%

 

$

2,185.3

 

 

 

100.0

%

 

$

2,102.8

 

 

 

100.0

%

 

$

82.5

 

 

 

3.9

%

Core net sales (1)

 

 

1,728.8

 

 

 

79.1

 

 

 

1,467.5

 

 

 

69.8

 

 

 

261.3

 

 

 

17.8

 

Gross profit

 

 

656.1

 

 

 

31.2

 

 

 

660.0

 

 

 

25.7

 

 

 

(3.9

)

 

 

(0.6

)

 

 

673.3

 

 

 

30.8

 

 

 

656.1

 

 

 

31.2

 

 

 

17.2

 

 

 

2.6

 

Operating loss

 

 

(194.8

)

 

 

(9.3

)

 

��

(209.2

)

 

 

(8.2

)

 

 

14.4

 

 

NM

 

 

 

(18.4

)

 

 

(0.8

)

 

 

(194.8

)

 

 

(9.3

)

 

 

176.4

 

 

 

(90.6

)

Non-GAAP adjusted EBITDA (1)

 

 

279.8

 

 

 

13.3

 

 

 

395.6

 

 

 

15.4

 

 

 

(115.8

)

 

 

(29.3

)

Core operating income (1)

 

 

35.0

 

 

 

2.0

 

 

 

40.9

 

 

 

2.8

 

 

 

(5.9

)

 

 

(14.4

)

Non-GAAP adjusted EBITDA (2)

 

 

307.7

 

 

 

14.1

 

 

 

279.8

 

 

 

13.3

 

 

 

27.9

 

 

 

10.0

 

Core adjusted EBITDA (1)

 

 

293.1

 

 

 

17.0

 

 

 

241.4

 

 

 

16.4

 

 

 

51.7

 

 

 

21.4

 

Net loss

 

 

(321.1

)

 

 

(15.3

)%

 

 

(334.0

)

 

 

(13.0

)%

 

 

12.9

 

 

NM

 

 

 

(153.8

)

 

 

(7.0

)

 

 

(321.1

)

 

 

(15.3

)

 

 

167.3

 

 

 

(52.1

)

Diluted loss per share

 

$

(1.71

)

 

 

 

 

 

$

(1.81

)

 

 

 

 

 

$

0.10

 

 

NM

 

 

$

(0.82

)

 

 

 

 

 

$

(1.71

)

 

 

 

 

 

$

0.89

 

 

 

(52.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

Amount

 

 

% of Net

Sales

 

 

Amount

 

 

% of Net

Sales

 

 

$

Change

 

 

%

Change

 

 

Amount

 

 

% of Net

Sales

 

 

Amount

 

 

% of Net

Sales

 

 

$

Change

 

 

%

Change

 

 

(dollars in millions, except per share amounts)

 

 

(dollars in millions, except per share amounts)

 

Net sales

 

$

4,136.0

 

 

 

100.0

%

 

$

3,666.3

 

 

 

100.0

%

 

$

469.7

 

 

 

12.8

%

 

$

4,257.3

 

 

 

100.0

%

 

$

4,136.0

 

 

 

100.0

%

 

$

121.3

 

 

 

2.9

%

Core net sales (1)

 

 

3,299.8

 

 

 

77.5

 

 

 

2,884.0

 

 

 

69.7

 

 

 

415.8

 

 

 

14.4

 

Gross profit

 

 

1,297.3

 

 

 

31.4

 

 

 

1,058.1

 

 

 

28.9

 

 

 

239.2

 

 

 

22.6

 

 

 

1,345.5

 

 

 

31.6

 

 

 

1,297.3

 

 

 

31.4

 

 

 

48.2

 

 

 

3.7

 

Operating loss

 

 

(226.6

)

 

 

(5.5

)

 

 

(118.5

)

 

 

(3.2

)

 

 

(108.1

)

 

NM

 

 

 

(9.5

)

 

 

(0.2

)

 

 

(226.6

)

 

 

(5.5

)

 

 

217.1

 

 

 

(95.8

)

Non-GAAP adjusted EBITDA (1)

 

 

511.0

 

 

 

12.4

 

 

 

604.1

 

 

 

16.5

 

 

 

(93.1

)

 

 

(15.4

)

Core operating income (1)

 

 

75.4

 

 

 

2.3

 

 

 

40.7

 

 

 

1.0

 

 

 

34.7

 

 

 

85.3

 

Non-GAAP adjusted EBITDA (2)

 

 

597.4

 

 

 

14.0

 

 

 

511.0

 

 

 

12.4

 

 

 

86.4

 

 

 

16.9

 

Core adjusted EBITDA (1)

 

 

563.3

 

 

 

17.1

 

 

 

453.3

 

 

 

11.0

 

 

 

110.0

 

 

 

24.3

 

Net loss

 

 

(481.0

)

 

 

(11.6

)%

 

 

(336.3

)

 

 

(9.2

)%

 

 

(144.7

)

 

NM

 

 

 

(251.4

)

 

 

(5.9

)

 

 

(481.0

)

 

 

(11.6

)

 

 

229.6

 

 

 

(47.7

)

Diluted loss per share

 

$

(2.60

)

 

 

 

 

 

$

(1.82

)

 

 

 

 

 

$

(0.78

)

 

NM

 

 

$

(1.38

)

 

 

 

 

 

$

(2.60

)

 

 

 

 

 

$

1.22

 

 

 

(46.9

)

 

(1)

Core financial measures reflect the results of our Broadband, OWN and VCN segments, in the aggregate. Core financial measures exclude the results of our Home segment. See the Segment Results section below for illustration of the aggregation of our Core financial measures.

(2)

See “Reconciliation of Non-GAAP Measures.”

Net sales

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

 

(dollars in millions)

 

Net sales

 

$

2,185.3

 

 

$

2,102.8

 

 

$

82.5

 

 

 

3.9

%

 

$

4,257.3

 

 

$

4,136.0

 

 

$

121.3

 

 

 

2.9

%

Domestic

 

 

1,254.2

 

 

 

1,353.6

 

 

 

(99.4

)

 

 

(7.3

)

 

 

2,446.1

 

 

 

2,574.1

 

 

 

(128.0

)

 

 

(5.0

)

International

 

 

931.1

 

 

 

749.2

 

 

 

181.9

 

 

 

24.3

 

 

 

1,811.2

 

 

 

1,561.9

 

 

 

249.3

 

 

 

16.0

 


Net sales

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

Net sales

 

$

2,102.8

 

 

$

2,566.7

 

 

$

(463.9

)

 

 

(18.1

)%

 

$

4,136.0

 

 

$

3,666.3

 

 

$

469.7

 

 

 

12.8

%

Domestic

 

 

1,353.6

 

 

 

1,500.7

 

 

 

(147.1

)

 

 

(9.8

)

 

 

2,574.1

 

 

 

2,139.9

 

 

 

434.2

 

 

 

20.3

 

International

 

 

749.2

 

 

 

1,066.0

 

 

 

(316.8

)

 

 

(29.7

)

 

 

1,561.9

 

 

 

1,526.4

 

 

 

35.5

 

 

 

2.3

 

Net for the three and six months ended June 30, 2021 increased $82.5 million, or 3.9%, and $121.3 million, or 2.9%, respectively, compared to the prior year periods. Core net sales for the three months ended June 30, 2020 decreased2021 increased $261.3 million, or 17.8%, compared to the prior year period by $265.0 million in the Home segment, $129.7 million in the OWN segment and $71.6 million in the VCN segment. The declines in the Home and OWN segments were driven primarily by a slowdown in sales to both U.S. and international service provider customers as demand for video products and wireless network equipment decreased. The decline in the VCN segment was driven by decreases in sales of enterprise and Wi-Fi products. Net saleswith increases in the Broadband segment increased $2.4of $147.3 million, for the three months ended June 30, 2020. NetVCN segment of $84.3 million and the OWN segment of $29.7 million. Core net sales for the six months ended June 30, 20202021 increased by approximately $750$415.8 million, or 14.4%, compared to the prior year period duewith increases in the Broadband segment of $328.0 million, the VCN segment of $84.4 million and the OWN segment of $3.4 million. For the three and six months ended June 30, 2021, net sales in the Home segment decreased $178.8 million and $294.5 million, respectively, compared to the Acquisition but this increase was partially offset by declinesprior year periods. In the three and six months ended June 30, 2021, all our segments experienced supply shortages and extended lead times for certain materials that negatively affected our ability to meet customer demand for our products. We expect these shortages and delays to persist into 2022. In addition, our Broadband segment faced capacity constraints that negatively affected net sales in the existing CommScope businesses primarily due to lower sales to wireless service providersthree and enterprise customers.six months ended June 30, 2021.

From a regional perspective, for the three months ended June 30, 2020, net sales were lower2021 compared to the prior year period, across all regions, including decreases of $147.2 millionnet sales increased in the U.S., $112.3Caribbean and Latin American (CALA) region by $66.3 million, in the Europe, Middle East and Africa (EMEA) region $101.4by $49.8 million, in the Caribbean and Latin American (CALA) region, $65.4 million in the Asia Pacific (APAC) region by $42.2 million and $37.6Canada by $23.6 million. The increases in net sales for the three months ended June 30, 2021 were partially offset by a decrease of $99.4 million in Canada.the U.S. From a regional perspective, for the six months ended June 30, 2020,2021, net sales were higher across all regions except forincreased in the CALA region by $100.0 million, the APAC region by $90.1 million, the EMEA region by $40.4 million and CALA regions due to the Acquisition. Excluding the ARRIS business,Canada by $18.8 million. The increases in net sales for the six months ended June 30, 2020, net sales2021 were lower compared to the prior year period across all regions, including decreasespartially offset by a decrease of approximately $95$128.0 million in the APAC region, $80 millionU.S. For additional information on regional sales by segment, see discussion of Segment Results below and Note 7 in the EMEA region, $54 million in the U.S., $44 million in the CALA region and $7 million in Canada.  

We believe supply constraints and lower demand caused by COVID-19 reduced ourNotes to Unaudited Condensed Consolidated Financial Statements herein. Foreign exchange rate changes impacted net sales during the three and six months ended June 30, 2020. While it is difficult to quantify the demand impacts, we believe the most significant reductions in demand related to COVID-19favorably by approximately 2% for both the three and six months ended June 30, 2020 were in our VCN segment. We estimate that COVID-19 supply chain disruptions reduced revenue by $50 million and $90 million in2021 compared to the three and six months ended June 30, 2020, respectively. Management currently expects the decline in net sales caused by the economic slowdown to persist through 2020.same prior year periods.

Net sales to customers located outside of the U.S. comprised 35.6%42.6% and 37.8%42.5% of total net sales for the three and six months ended June 30, 2020,2021, respectively, compared to 41.5%35.6% and 41.6%37.8% for the three and six months ended June 30, 2019,2020, respectively. For further details by segment, see the section titled “Segment Results” below.

Gross profit, SG&A expense and R&D expense

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

(dollars in millions)

 

Gross profit

 

$

656.1

 

 

$

660.0

 

 

$

(3.9

)

 

 

(0.6

)%

 

$

1,297.3

 

 

$

1,058.1

 

 

$

239.2

 

 

 

22.6

%

 

$

673.3

 

 

$

656.1

 

 

$

17.2

 

 

 

2.6

%

 

$

1,345.5

 

 

$

1,297.3

 

 

$

48.2

 

 

 

3.7

%

As a percent of sales

 

 

31.2

%

 

 

25.7

%

 

 

 

 

 

31.4

%

 

 

28.9

%

 

 

 

 

 

30.8

%

 

 

31.2

%

 

 

 

 

 

 

 

 

 

 

31.6

%

 

 

31.4

%

 

 

 

SG&A expense

 

 

290.9

 

 

 

480.9

 

 

 

(190.0

)

 

 

(39.5

)

 

 

602.0

 

 

 

666.3

 

 

 

(64.3

)

 

 

(9.7

)

 

 

302.3

 

 

 

290.9

 

 

 

11.4

 

 

 

3.9

 

 

 

595.0

 

 

 

602.0

 

 

 

(7.0

)

 

 

(1.2

)

As a percent of sales

 

 

13.8

%

 

 

18.7

%

 

 

 

 

 

14.6

%

 

 

18.2

%

 

 

 

 

 

13.8

%

 

 

13.8

%

 

 

 

 

 

 

 

 

 

 

14.0

%

 

 

14.6

%

 

 

 

R&D expense

 

 

176.1

 

 

 

177.8

 

 

 

(1.7

)

 

 

(1.0

)

 

 

356.5

 

 

 

228.0

 

 

 

128.5

 

 

 

56.4

 

 

 

176.3

 

 

 

176.1

 

 

 

0.2

 

 

 

0.1

 

 

 

347.8

 

 

 

356.5

 

 

 

(8.7

)

 

 

(2.4

)

As a percent of sales

 

 

8.4

%

 

 

6.9

%

 

 

 

 

 

 

 

 

 

 

8.6

%

 

 

6.2

%

 

 

 

 

 

 

 

 

 

 

8.1

%

 

 

8.4

%

 

 

 

 

 

 

 

 

 

 

8.2

%

 

 

8.6

%

 

 

 

 

 

 

 

 

Gross profit (net sales less cost of sales)

Despite lower sales, grossGross profit was relatively unchangedincreased for the three and six months ended June 30, 20202021 compared to the prior year periodperiods primarily due to $164.1 million of acquisition accounting adjustments in the prior year related mostly to the mark-up of inventory to its estimated fair value. Excluding this adjustment, grosshigher net sales. Gross profit was $824.1 million, or 32.1% of sales, forunfavorably impacted during the three and six months ended June 30, 2019, which is relatively flat when compared2021 by a $40.0 million charge related to the settlement of an intellectual property assertion. Gross profit was also impacted unfavorably by higher freight and material costs as well as pricing pressures related to certain of our OWN segment products that were only partially offset by increased pricing on certain of our VCN segment products. Despite these unfavorable impacts, gross profit as a percentage of sales for the three and six months ended June 30, 2020.  Gross profit increased for2021 only slightly declined compared to the prior periods mainly due to favorable product mix.


Selling, general and administrative expense

In the first quarter of 2021, we announced a transformation initiative, CommScope NEXT, and in early April 2021, we announced our intention to spin-off our Home Networks business. We are also continuing to integrate the 2019 acquisition of ARRIS International plc (ARRIS), including our work to combine our enterprise resource planning systems. Due to these efforts, we incurred $21.0 million and $36.7 million of transaction, transformation and integration costs during the three and six months ended June 30, 2021, respectively, compared to $7.6 million and $13.0 million during the three and six months ended June 30, 2020, compared torespectively. Transaction, transformation and integration costs during the prior year period due toperiods were mainly focused on the additionintegration of the ARRIS business. ExcludingWe expect to continue to incur transaction, transformation and integration costs related to CommScope NEXT, the spin-off of the Home Networks business, and the integration of the ARRIS business, gross profit decreased forand such costs are expected to be material.

For the three and six months ended June 30, 2020 to $717.22021, excluding transaction, transformation and integration costs, selling, general and administrative (SG&A) expense decreased by $2.0 million or 35.5% of sales, from $846.5and $30.7 million, or 36.8% of sales, in the prior yearrespectively, primarily due to lower sales volumesreductions in the existing CommScope businesses. We estimate that supply chain disruptions and incremental costs related to COVID-19 reduced gross profit by $30bad debt expense of $3.4 million and $45$17.1 million, respectively, as the aging of our receivables has improved. This reduction in bad debt expense was offset partially by higher variable compensation expense of $3.2 million and $6.9 million for the three and six months ended June 30, 2020, respectively.

Selling, general and administrative expense

For the three months ended June 30, 2020, selling, general and administrative (SG&A) expense decreased primarily due to a reduction of $159.4 million in transaction and integration costs related to the Acquisition and, to a lesser extent, benefits from acquisition synergies and cost savings initiatives. For the six months ended June 30, 2020, SG&A expense decreased2021, respectively, compared to the prior year period due to a reduction of $174.7 million in transaction and integration costs related to the Acquisition. Excluding transaction and integration costs, SG&A expense for the six months ended June 30, 2020 increased due to theas our year-over-year performance has improved. In addition, of SG&A expense of $130.8 million related to the ARRIS business. When compared to the prior year period, SG&A expense for the six months ended June 30, 2020we have benefited from acquisition synergies and other cost savings initiatives.initiatives in back office functions that have allowed us to reinvest in selling and marketing activities in our Core segments.

Research and development expense

For the three months ended June 30, 2020,2021, research and development (R&D) expense remainedwas relatively unchanged compared to the prior year period but increased as a percentbecause decreased spending on Home segment products of sales due to the decline in current year sales.$8.4 million was offset by higher spending on Broadband segment products. R&D expense increaseddecreased for the six months ended June 30, 2020 compared to the prior year period2021, primarily due to the additiondecreased spending on Home segment products of R&D expenses$20.7 million partially offset by increased spending on Broadband segment products of $121.4 million related to the ARRIS business. Excluding the ARRIS business, R&D expense and R&D expense as a percentage of sales increased for the six months ended June 30, 2020 due to our continuing investment in certain VCN segment products.$11.8 million. R&D activities generally relate to ensuring that our products are capable of meeting the evolving technological needs of our customers, bringing new products to market and modifying existing products to better serve our customers.

Amortization of purchased intangible assets, Restructuring costs, net and Asset impairments

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

(dollars in millions)

 

Amortization of purchased intangible assets

 

$

157.6

 

 

$

164.1

 

 

$

(6.5

)

 

 

(4.0

%)

 

$

315.4

 

 

$

223.5

 

 

$

91.9

 

 

 

41.1

%

 

$

154.2

 

 

$

157.6

 

 

$

(3.4

)

 

 

(2.2

)%

 

$

308.9

 

 

$

315.5

 

 

$

(6.6

)

 

 

(2.1

%)

Restructuring costs, net

 

 

19.6

 

 

 

46.4

 

 

 

(26.8

)

 

 

(57.8

%)

 

 

43.3

 

 

 

58.8

 

 

 

(15.5

)

 

 

(26.4

%)

 

 

58.9

 

 

 

19.6

 

 

 

39.3

 

 

 

200.5

 

 

 

103.3

 

 

 

43.3

 

 

 

60.0

 

 

 

138.6

 

Asset impairments

 

 

206.7

 

 

 

 

 

 

206.7

 

 

NM

 

 

 

206.7

 

 

 

 

 

 

206.7

 

 

NM

 

 

 

 

 

 

206.7

 

 

 

(206.7

)

 

NM

 

 

 

 

 

 

206.7

 

 

 

(206.7

)

 

NM

 

 

NM – Not meaningful

Amortization of purchased intangible assets

For the three and six months ended June 30, 2020,2021, amortization of purchased intangible assets was lower compared to the prior year periodperiods because certain of our intangible assets became fully amortized. The amortization of purchased intangible assets was higher in the six months ended June 30, 2020 compared to the prior year period primarily due to the addition of $95.5 million amortization related to the ARRIS business. Excluding the ARRIS business, amortization decreased for the six months ended June 30, 2020 by $3.6 million compared to the prior year period because certain of our intangible assets became fully amortized.


Restructuring costs, net

The restructuring costs recorded induring the three and six months ended June 30, 20202021 reflected actions initiated during the first and 2019second quarters of 2021 and included $58.9 million and $92.2 million, respectively, related to CommScope NEXT. For the six months ended June 30, 2021, the restructuring costs recorded also reflected $11.1 million related to integrating the ARRIS business. The restructuring costs recorded during the three and six months ended June 20, 2020 were primarily related to integrating and preparing to integrate the ARRIS business. From a cash perspective, we paid $23.3$24.6 million and $43.1$31.8 million to settle restructuring liabilities during the three and six months ended June 30, 2020,2021, respectively, and expect to pay an additional $21.0$26.9 million by the end of 2020 related to restructuring actions that have been initiated. In addition, we expect to pay $7.32021 and $64.3 million between 20212022 and 20222023 related to restructuring actions that have been initiated. Additional restructuring actions related to the AcquisitionCommScope NEXT are expected to be identified and the resulting charges and cash requirements are expected to be material. The Company does not expect to identify significant additional restructuring actions related to the ARRIS integration.


Asset impairments

We did not record any asset impairment charges during the three or six months ended June 30, 2021. For the three and six months ended June 30, 2020, we recorded a goodwill impairment charge of $206.7 million related to our Home Networks reporting unit within our Home segment. See the discussion above under “Critical Accounting Policies” for more information regarding the interim goodwill impairment test performed during the second quarter of 2020. We did not record any asset impairment charges during the three or six months ended June 30, 2019.

Other income (expense), net

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

Foreign currency gain (loss)

 

$

(4.2

)

 

$

0.1

 

 

$

(4.3

)

 

NM

 

 

$

(13.9

)

 

$

(5.6

)

 

$

(8.3

)

 

 

148

%

 

 

(dollars in millions)

 

Foreign currency loss

 

$

(1.2

)

 

$

(4.2

)

 

$

3.0

 

 

 

(71.4

)%

 

$

(0.9

)

 

$

(13.9

)

 

$

13.0

 

 

 

(93.5

)%

Other income, net

 

 

3.4

 

 

 

0.6

 

 

 

2.8

 

 

 

466.7

%

 

 

0.6

 

 

 

0.6

 

 

 

 

 

NM

 

 

 

 

2.7

 

 

 

3.4

 

 

 

(0.7

)

 

 

(20.6

)

 

 

3.4

 

 

 

0.6

 

 

 

2.8

 

 

 

466.7

 

 

NM – Not meaningful

Foreign currency gain (loss)loss

Foreign currency gain (loss)loss includes the net foreign currency gains and losses resulting from the settlement of receivables and payables, foreign currency contracts and short-term intercompany advances in a currency other than the subsidiary’s functional currency. The increase in foreign currency loss for the three and six months ended June 30, 2020 compared toin the prior year periods was primarily driven by certain unhedged currencies.

Other income, net

The increase in otherOther income, net for the three months ended June 30, 20202021 was comparable to the prior year period. The change in other income, net for the six months ended June 30, 2021 compared to the prior year period was primarily due to higher gains on certain investments.investments compared to the prior year period.

Interest expense, Interest income and Income taxes

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

June 30,

 

 

$

 

 

%

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

 

(dollars in millions)

 

Interest expense

 

$

(141.4

)

 

$

(165.3

)

 

$

23.9

 

 

NM

 

 

$

(290.5

)

 

$

(262.8

)

 

$

(27.7

)

 

NM

 

 

$

(138.0

)

 

$

(141.4

)

 

$

3.4

 

 

 

(2.4

)%

 

$

(275.5

)

 

$

(290.5

)

 

$

15.0

 

 

 

(5.2

%)

Interest income

 

 

0.8

 

 

 

2.3

 

 

 

(1.5

)

 

 

(65.2

%)

 

 

2.9

 

 

 

14.1

 

 

 

(11.2

)

 

 

(79.4

%)

 

 

0.5

 

 

 

0.8

 

 

 

(0.3

)

 

 

(37.5

)

 

 

1.0

 

 

 

2.9

 

 

 

(1.9

)

 

 

(65.5

)

Income tax benefit

 

 

15.1

 

 

 

37.5

 

 

 

(22.4

)

 

 

(59.7

%)

 

 

46.5

 

 

 

35.9

 

 

 

10.6

 

 

 

29.5

%

 

 

0.6

 

 

 

15.1

 

 

 

(14.5

)

 

 

(96.0

)

 

 

30.1

 

 

 

46.5

 

 

 

(16.4

)

 

 

(35.3

)

NM – Not meaningful


Interest expense and interest income

Interest expense for the threesix months ended June 30, 20202021 decreased compared to the prior year period primarily due primarily to lower variable interest rates on our senior secured term loan due 2026 (the 2026 Term Loan) which reduced interest expense by approximately $16 million. Also contributing to the decrease was the prior year period write off of $4.1 million in original issuance discount and debt issuance costs related to the repayment of our senior secured term loan due 2022 (the 2022 Term Loan), which occurred when we obtained the 2026 Term Loan with the financing of the Acquisition, and lower debt balances on our 5.00% senior notes due 2021 (the 2021 Notes) due to the voluntary repayments in 2019. Interest expense for the six months ended June 30, 2020 increased compared to the prior year period due to the financing of the Acquisition that occurred in February 2019. The increase was partially offset by lower variable interest rates and lower debt balances on the 2021 Notes due to the voluntary repayments in 2019.

In March 2019, we entered into pay-fixed, receive-variable interest rate swap derivatives and designated them as cash flow hedges of interest rate risk. These swaps effectively fixed the interest rate on a portion the 2026 Term Loan. The total notional amount of the interest rate swap derivatives as of June 30, 2020 was $600 million with outstanding maturities of up to forty-five months.

. Our weighted average effective interest rate on outstanding borrowings, including the impact of the interest rate swap and the amortization of debt issuance costs and original issue discount, was 5.81% at June 30, 2021, 5.86% at December 31, 2020 and 5.64% at June 30, 2020, 6.17% at December 31, 2019 and 6.26% at June 30, 2019.

Interest income decreased during the three and six months ended June 30, 2020 primarily due to $0.8 million and $10.9 million, respectively, of interest earned on the proceeds of the acquisition-related debt that were held in an interest-bearing escrow account in the prior year period until the Acquisition date.2020.

Income tax expensebenefit

For the three and six months ended June 30, 2020,2021, our effective tax rate was 4.5%0.4% and 8.8%10.7%, respectively, and we recognized a tax benefit of $0.6 million on a pretax loss of $154.4 million and a tax benefit of $30.1 million on a pretax loss of $281.5 million, respectively. For the three and six months ended June 30, 2021, our tax benefit was unfavorably impacted by $37.3 million related to a foreign tax rate change as well as impacts of earnings in foreign jurisdictions that are taxed at rates higher than the United States (U.S.) statutory rate, foreign withholding taxes and U.S. anti-deferral provisions. These unfavorable impacts were offset partially by decreases in prior year uncertain tax positions and adjustments related to the finalization of prior year’s tax returns.


Our effective income tax rate was 4.5% and 8.8% for the three and six months ended June 30, 2020, respectively. We recognized a tax benefit of $15.1 million on a pretax loss of $336.2 million and a tax benefit of $46.5 million on a pretax loss of $527.5 million, respectively. Our tax benefit was less than the statutory rate of 21.0% in both the three and six months ended June 30, 2020 primarily due tounfavorably impacted by a goodwill impairment charge of $206.7 million, for which minimal tax benefits were recorded, and $20.3 million and $21.9 million, respectively, of tax expense related to state valuation allowances. Excess tax costs of $3.7 million and $7.8 million related to equity compensation awards also impacted the tax benefit unfavorably for the three and six months ended June 30, 2020, respectively.

Our effective income tax rate was 10.1% and 9.6% for the three and six months ended June 30, 2019, respectively. We recognized a tax benefit of $37.5 million on a pretax loss of $371.5 million and a tax benefit of $35.9 million on a pretax loss of $372.2 million, respectively. Our tax benefit was unfavorably impacted by the impact of U.S. anti-deferral provisions and foreign withholding taxes, but this impact was partially offset by the favorable impact of federal tax credits for the three and six months ended June 30, 2019. The impact of excess tax costs related to equity-based compensation awards was not material for the three and six months ended June 30, 2019.


Segment Results

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

2019

 

 

 

 

 

2021

 

 

 

2020

 

 

 

 

 

Amount

 

 

% of Net

Sales

 

 

 

Amount

 

 

% of Net

Sales

 

 

 

$

Change

 

 

%

Change

 

 

 

Amount

 

 

% of Net

Sales

 

 

 

Amount

 

 

% of Net

Sales

 

 

 

$

Change

 

 

%

Change

 

 

 

(dollars in millions)

 

(dollars in millions)

 

 

Net sales by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

671.9

 

 

 

32.0

 

%

 

$

669.5

 

 

 

26.1

 

%

 

$

2.4

 

 

 

0.4

 

%

 

$

807.9

 

 

 

37.0

 

%

 

$

660.6

 

 

 

31.4

 

%

 

$

147.3

 

 

 

22.3

 

%

Home

 

 

624.0

 

 

 

29.7

 

 

 

 

889.0

 

 

 

34.6

 

 

 

 

(265.0

)

 

 

(29.8

)

 

OWN

 

 

328.4

 

 

 

15.6

 

 

 

 

458.1

 

 

 

17.8

 

 

 

 

(129.7

)

 

 

(28.3

)

 

 

 

358.1

 

 

 

16.4

 

 

 

 

328.4

 

 

 

15.6

 

 

 

 

29.7

 

 

 

9.0

 

 

VCN

 

 

478.5

 

 

 

22.8

 

 

 

 

550.1

 

 

 

21.4

 

 

 

 

(71.6

)

 

 

(13.0

)

 

 

 

562.8

 

 

 

25.8

 

 

 

 

478.5

 

 

 

22.8

 

 

 

 

84.3

 

 

 

17.6

 

 

Core net sales (1)

 

 

1,728.8

 

 

 

79.1

 

 

 

 

1,467.5

 

 

 

69.8

 

 

 

 

261.3

 

 

 

17.8

 

 

Home

 

 

456.5

 

 

 

20.9

 

 

 

 

635.3

 

 

 

30.2

 

 

 

 

(178.8

)

 

 

(28.1

)

 

Consolidated net sales

 

$

2,102.8

 

 

 

100.0

 

%

 

$

2,566.7

 

 

 

100.0

 

%

 

$

(463.9

)

 

 

(18.1

)

%

 

$

2,185.3

 

 

 

100.0

 

%

 

$

2,102.8

 

 

 

100.0

 

%

 

$

82.5

 

 

 

3.9

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

8.9

 

 

 

1.3

 

%

 

$

(192.2

)

 

 

(28.7

)

%

 

$

201.1

 

 

NM

 

 

 

$

(35.1

)

 

 

(4.3

)

%

 

$

11.0

 

 

 

1.7

 

%

 

$

(46.1

)

 

NM

 

 

Home

 

 

(222.9

)

 

 

(35.7

)

 

 

 

(25.0

)

 

 

(2.8

)

 

 

 

(197.9

)

 

NM

 

 

OWN

 

 

51.4

 

 

 

15.7

 

 

 

 

104.5

 

 

 

22.8

 

 

 

 

(53.1

)

 

 

(50.8

)

%

 

 

64.0

 

 

 

17.9

 

 

 

 

54.8

 

 

 

16.7

 

 

 

 

9.2

 

 

 

16.8

 

%

VCN

 

 

(32.2

)

 

 

(6.7

)

 

 

 

(96.5

)

 

 

(17.5

)

 

 

 

64.3

 

 

NM

 

 

 

 

6.1

 

 

 

1.1

 

 

 

 

(24.9

)

 

 

(5.2

)

 

 

 

31.0

 

 

NM

 

 

Core operating income (1)

 

 

35.0

 

 

 

2.0

 

 

 

 

40.9

 

 

 

2.8

 

 

 

 

(5.9

)

 

 

(14.4

)

 

Home

 

 

(53.4

)

 

 

(11.7

)

 

 

 

(235.7

)

 

 

(37.1

)

 

 

 

182.3

 

 

 

(77.3

)

 

Consolidated operating loss

 

$

(194.8

)

 

 

(9.3

)

%

 

$

(209.2

)

 

 

(8.2

)

%

 

$

14.4

 

 

NM

 

 

 

$

(18.4

)

 

 

(0.8

)

%

 

$

(194.8

)

 

 

(9.3

)

%

 

$

176.4

 

 

 

(90.6

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

130.2

 

 

 

19.4

 

%

 

$

117.9

 

 

 

17.6

 

%

 

$

12.3

 

 

 

10.4

 

%

 

$

154.0

 

 

 

19.1

 

%

 

$

127.2

 

 

 

19.3

 

%

 

$

26.8

 

 

 

21.1

 

%

Home

 

 

35.4

 

 

 

5.7

 

 

 

 

62.1

 

 

 

7.0

 

 

 

 

(26.7

)

 

 

(43.0

)

 

OWN

 

 

76.0

 

 

 

23.1

 

 

 

 

136.3

 

 

 

29.8

 

 

 

 

(60.3

)

 

 

(44.2

)

 

 

 

80.0

 

 

 

22.3

 

 

 

 

76.0

 

 

 

23.1

 

 

 

 

4.0

 

 

 

5.3

 

 

VCN

 

 

38.2

 

 

 

8.0

 

 

 

 

79.3

 

 

 

14.4

 

 

 

 

(41.1

)

 

 

(51.8

)

 

 

 

59.1

 

 

 

10.5

 

 

 

 

38.2

 

 

 

8.0

 

 

 

 

20.9

 

 

 

54.7

 

 

Non-GAAP consolidated adjusted

EBITDA (1)

 

$

279.8

 

 

 

13.3

 

%

 

$

395.6

 

 

 

15.4

 

%

 

$

(115.8

)

 

 

(29.3

)

%

Core adjusted EBITDA (1)

 

 

293.1

 

 

 

17.0

 

 

 

 

241.4

 

 

 

16.4

 

 

 

 

51.7

 

 

 

21.4

 

 

Home

 

 

14.6

 

 

 

3.2

 

 

 

 

38.4

 

 

 

6.0

 

 

 

 

(23.8

)

 

 

(62.0

)

 

Non-GAAP consolidated adjusted

EBITDA (2)

 

$

307.7

 

 

 

14.1

 

%

 

$

279.8

 

 

 

13.3

 

%

 

$

27.9

 

 

 

10.0

 

%


 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

2019

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

Amount

 

 

% of Net

Sales

 

 

 

Amount

 

 

% of Net

Sales

 

 

 

$

Change

 

 

%

Change

 

 

 

2021

 

 

 

2020

 

 

 

 

 

(dollars in millions)

 

Amount

 

 

% of Net

Sales

 

 

 

Amount

 

 

% of Net

Sales

 

 

 

$

Change

 

 

%

Change

 

 

Net sales by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

1,285.4

 

 

 

31.1

 

%

 

$

995.9

 

 

 

27.2

 

%

 

$

289.5

 

 

 

29.1

 

%

 

$

1,586.8

 

 

 

37.3

 

%

 

$

1,258.8

 

 

 

30.4

 

%

 

$

328.0

 

 

 

26.1

 

%

Home

 

 

1,225.4

 

 

 

29.6

 

 

 

 

889.0

 

 

 

24.2

 

 

 

 

336.4

 

 

 

37.8

 

 

OWN

 

 

677.2

 

 

 

16.4

 

 

 

 

849.0

 

 

 

23.2

 

 

 

 

(171.8

)

 

 

(20.2

)

 

 

 

680.6

 

 

 

16.0

 

 

 

 

677.2

 

 

 

16.4

 

 

 

 

3.4

 

 

 

0.5

 

 

VCN

 

 

948.0

 

 

 

22.9

 

 

 

 

932.4

 

 

 

25.4

 

 

 

 

15.6

 

 

 

1.7

 

 

 

 

1,032.4

 

 

 

24.3

 

 

 

 

948.0

 

 

 

22.9

 

 

 

 

84.4

 

 

 

8.9

 

 

Core net sales (1)

 

 

3,299.8

 

 

 

77.5

 

 

 

 

2,884.0

 

 

 

69.7

 

 

 

 

415.8

 

 

 

14.4

 

 

Home

 

 

957.5

 

 

 

22.5

 

 

 

 

1,252.0

 

 

 

30.3

 

 

 

 

(294.5

)

 

 

(23.5

)

 

Consolidated net sales

 

$

4,136.0

 

 

 

100.0

 

%

 

$

3,666.3

 

 

 

100.0

 

%

 

$

469.7

 

 

 

12.8

 

%

 

$

4,257.3

 

 

 

100.0

 

%

 

$

4,136.0

 

 

 

100.0

 

%

 

$

121.3

 

 

 

2.9

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

(9.7

)

 

 

(0.8

)

%

 

$

(167.3

)

 

 

(16.8

)

%

 

$

157.6

 

 

NM

 

 

 

$

19.2

 

 

 

1.2

 

%

 

$

(19.2

)

 

 

(1.5

)

%

 

$

38.4

 

 

NM

 

 

Home

 

 

(260.5

)

 

 

(21.3

)

 

 

 

(25.0

)

 

 

(2.8

)

 

 

 

(235.5

)

 

NM

 

 

OWN

 

 

116.4

 

 

 

17.2

 

 

 

 

175.4

 

 

 

20.7

 

 

 

 

(59.0

)

 

 

(33.6

)

%

 

 

115.2

 

 

 

16.9

 

 

 

 

120.5

 

 

 

17.8

 

 

 

 

(5.3

)

 

 

(4.4

)

%

VCN

 

 

(72.8

)

 

 

(7.7

)

 

 

 

(101.6

)

 

 

(10.9

)

 

 

 

28.8

 

 

NM

 

 

 

 

(59.0

)

 

 

(5.7

)

 

 

 

(60.6

)

 

 

(6.4

)

 

 

 

1.6

 

 

 

(2.6

)

 

Core operating income (1)

 

 

75.4

 

 

 

2.3

 

 

 

 

40.7

 

 

 

1.4

 

 

 

 

34.7

 

 

 

85.3

 

 

Home

 

 

(84.9

)

 

 

(8.9

)

 

 

 

(267.3

)

 

 

(21.3

)

 

 

 

182.4

 

 

 

(68.2

)

 

Consolidated operating loss

 

$

(226.6

)

 

 

(5.5

)

%

 

$

(118.5

)

 

 

(3.2

)

%

 

$

(108.1

)

 

NM

 

 

 

$

(9.5

)

 

 

(0.2

)

%

 

$

(226.6

)

 

 

(5.5

)

%

 

$

217.1

 

 

 

(95.8

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband

 

$

222.9

 

 

 

17.3

 

%

 

$

176.1

 

 

 

17.7

 

%

 

$

46.8

 

 

 

26.6

 

%

 

$

330.3

 

 

 

20.8

 

%

 

$

212.5

 

 

 

16.9

 

%

 

$

117.8

 

 

 

55.4

 

%

Home

 

 

47.3

 

 

 

3.9

 

 

 

 

62.1

 

 

 

7.0

 

 

 

 

(14.8

)

 

 

(23.8

)

 

OWN

 

 

164.9

 

 

 

24.4

 

 

 

 

237.3

 

 

 

28.0

 

 

 

 

(72.4

)

 

 

(30.5

)

 

 

 

153.9

 

 

 

22.6

 

 

 

 

164.9

 

 

 

24.4

 

 

 

 

(11.0

)

 

 

(6.7

)

 

VCN

 

 

75.9

 

 

 

8.0

 

 

 

 

128.6

 

 

 

13.8

 

 

 

 

(52.7

)

 

 

(41.0

)

 

 

 

79.1

 

 

 

7.7

 

 

 

 

75.9

 

 

 

8.0

 

 

 

 

3.2

 

 

 

4.2

 

 

Non-GAAP consolidated adjusted

EBITDA (1)

 

$

511.0

 

 

 

12.4

 

%

 

$

604.1

 

 

 

16.5

 

%

 

$

(93.1

)

 

 

(15.4

)

%

Core adjusted EBITDA (1)

 

 

563.3

 

 

 

17.1

 

 

 

 

453.3

 

 

 

15.7

 

 

 

 

110.0

 

 

 

24.3

 

 

Home

 

 

34.1

 

 

 

3.6

 

 

 

 

57.7

 

 

 

4.6

 

 

 

 

(23.6

)

 

 

(40.9

)

 

Non-GAAP consolidated adjusted

EBITDA (2)

 

$

597.4

 

 

 

14.0

 

%

 

$

511.0

 

 

 

12.4

 

%

 

$

86.4

 

 

 

16.9

 

%

 

 

(1)

Core financial measures reflect the results of our Broadband, OWN and VCN segments, in the aggregate. Core financial measures exclude the results of our Home segment.

(2)

See “Reconciliation of Non-GAAP Measures.”

Note: Components may not sum to total due to rounding.

NM – Not meaningful

Broadband Networks Segment

Our Broadband segment provides an end-to-end product portfolio serving the telco and cable provider broadband market. The segment brings together the Network Cable and Connectivity business with the N&C business. The Broadband segment includes converged cable access platform, passive optical networking, video systems, access technologies, fiber and coaxial cable, fiber and copper connectivity and hardened closures.

Net sales for the Broadband segment were relatively unchangedincreased for the three and six months ended June 30, 20202021 compared to the prior year period.periods due to increased demand for our products and services as service providers enhance their networks to keep pace with broadband demand. Although net sales for the Broadband segment increased, we are still experiencing capacity constraints in certain products that negatively affected our net sales in 2021. We are investing to alleviate these constraints and expect them to begin to ease in the second half of 2021. From a regional perspective, for the three months ended June 30, 2020,2021, net sales increased in the CALA region by $69.4 million, the U.S. by $58.9 million and the EMEA region by $22.6 million but decreased in the APAC region by $3.0 million and Canada by $0.6 million. For the six months ended June 30, 2021, net sales increased in the U.S. by $47.3$229.2 million, but this increase was mostly offset by decreases across the other major regions including $26.1 million in the CALA region $7.8by $84.8 million, in the EMEA region $6.6by $14.9 million inand the APAC region and $4.4by $5.9 million but decreased in Canada.Canada by $6.8 million. Foreign exchange rate changes impacted Broadband segment net sales werefavorably by approximately 2% during both the three and six months ended June 30, 2021 compared to the same prior year periods.


For the three months ended June 30, 2021, Broadband segment operating income decreased compared to the prior year period despite an increase in sales volumes, due to higher infreight and material costs, increased expenses to expand capacity to meet demand, increased restructuring costs of $62.9 million and an intellectual property settlement charge of $20.0 million. For the six months ended June 30, 20202021, Broadband segment operating income increased compared to the prior year period due to increased sales volumes, partially offset by higher freight and material costs, increased expenses to expand capacity to meet demand, increased restructuring costs of $68.1 million and the intellectual property settlement charge of $20.0 million. Broadband segment adjusted EBITDA increased for both the three and six months ended June 30, 2021 primarily due to higher sales volumes. Restructuring costs and intellectual property settlements are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Outdoor Wireless Networks Segment

Although OWN segment net sales increased year over year for both the three and six months ended June 30, 2021, net sales were negatively affected by supply shortages of certain materials that hindered our ability to meet customer demand. OWN segment net sales increased during the three and six months ended June 30, 2021 compared to the prior year periods primarily due to an increase in spending on macro tower solutions in the APAC region and Canada. For the six months ended June 30, 2021, these favorable impacts were partially offset by a slowdown in sales of wireless network equipment to certain U.S. service provider customers in the first quarter of 2021. For the three months ended June 30, 2021, OWN segment net sales increased in the APAC region by $15.2 million, Canada by $12.3 million and the U.S. by $8.9 million, and decreased in the CALA region by $5.5 million and the EMEA region by $1.2 million. For the six months ended June 30, 2021, OWN segment net sales increased in the APAC region by $37.1 million, Canada by $25.7 million and the EMEA region by $4.4 million and decreased in the U.S. by $60.9 million and the CALA region by $2.9 million. Foreign exchange rate changes impacted OWN segment net sales favorably by approximately 2% during both the three and six months ended June 30, 2021 compared to the same prior year periods.

For the three months ended June 30, 2021, OWN segment operating income and adjusted EBITDA increased compared to the prior year periods primarily due to increased sales volumes, partially offset by pricing pressure on certain products and higher material costs. For the six months ended June 30, 2021, OWN segment operating income and adjusted EBITDA decreased compared to the prior year period, despite the increase in net sales, primarily due to pricing pressures on certain products, higher material costs and unfavorable product mix, partially offset by benefits from cost savings initiatives. For the three and six months ended June 30, 2021, OWN segment operating income was also favorably impacted by lower amortization expense which is excluded from adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Venue and Campus Networks Segment

For the three and six months ended June 30, 2021, net sales increased in the VCN segment with higher net sales of Ruckus products and enterprise products, partially offset by lower net sales of distributed antenna systems. Net sales of Ruckus products increased year over year despite shortages of certain materials that negatively affected our ability to meet customer demand. We expect this supply shortage to continue into 2022. From a regional perspective, for the three months ended June 30, 2021, net sales increased in the APAC region by $33.3 million, the EMEA region by $22.8 million, the U.S. by $15.2 million, Canada by $6.8 million and the CALA region by $6.2 million. For the six months ended June 30, 2021, net sales increased in the APAC region by $56.1 million, the EMEA region by $28.1 million, the CALA region by $8.5 million and Canada by $6.6 million and decreased in the U.S. by $14.9 million. Foreign exchange rate changes impacted VCN segment net sales favorably by approximately 2% during both the three and six months ended June 30, 2021 compared to the same prior year periods.

For the three and six months ended June 30, 2021, VCN segment operating loss decreased and adjusted EBITDA increased compared to the prior year period primarily due to higher sales volumes and favorable pricing impacts on certain products, partially offset by higher material and freight costs as a resultwell as unfavorable geographic and product mix. See “Reconciliation of Segment Adjusted EBITDA” below.


Home Networks Segment

Net sales for the Acquisition. ForHome segment decreased for the three and six months ended June 30, 20202021 primarily due to continuing declines in demand for video products from both U.S. and 2019, incrementalinternational service providers as well as the negative impact of supply shortages and delays on our ability to meet customer demand. For the three months ended June 30, 2021, net sales fromdecreased in the ARRIS business were approximately $653U.S. by $182.4 million, the CALA region by $3.8 million and $331the APAC region by $3.3 million respectively.and increased in the EMEA region by $5.6 million and Canada by $5.1 million. From a regional perspective, for the six months ended June 30, 2020, excluding the ARRIS business, Broadband segment2021, net sales increased approximately $19 milliondecreased in the U.S. but decreased across all other major regions, including decreases of approximately $18by $281.4 million, the APAC region by $9.0 million, the EMEA region by $7.0 million and Canada by $6.7 million and increased in the CALA region $16 million in the APAC region, $14 million in the EMEA region and $4 million in Canada. Supply constraints related to the COVID-19 pandemic negatively affected Broadbandby $9.6 million. Foreign exchange rate changes impacted Home segment net sales forfavorably by approximately 1% during both the three and six months ended June 30, 2020. However, we believe the segment also benefitted from increased demand for certain of its Broadband segment products. Management currently expects that the impact from COVID-19 will not significantly affect the Broadband segment for the remainder of 2020.


For the three and six months ended June 30, 2020, Broadband segment operating income increased mainly due to reductions in transaction and integration costs of $107.1 million and $111.9 million, respectively, reductions in acquisition accounting adjustments related2021 compared to the mark-up of inventory to its estimated fair value and deferred revenue of $77.0 million and $74.2 million, respectively, and reductions in restructuring costs of $14.1 million and $12.2 million, respectively. Transaction and integration costs, acquisition accounting adjustments and restructuring costs are not reflected in adjusted EBITDA. For the three and six months ended June 30, 2020, Broadband segment adjusted EBITDA increased due to the impact of cost savings initiatives offset partially by unfavorable product mix. Since the Broadband segment includes the acquired N&C business, both operating income and adjusted EBITDA for the six months ended June 30, 2020 are higher than thesame prior year period due to the incremental period of ARRIS results included in the current year. See “Reconciliation of Segment Adjusted EBITDA” below.

Home Networks Segment

Our Home segment offers broadband and video products. The segment includes subscriber-based solutions that support broadband and video applications connecting cable, telco and satellite service providers to a customer’s home and adds wireless connectivity or other wired connections integrating in-home devices together to enable the consumption of internet-based services and the delivery of broadcast, streamed and stored video to televisions and other connected devices. Broadband offerings include devices that provide residential connectivity to a service providers’ network, such as digital subscriber line and cable modems and telephony and data gateways which incorporate routing and Wi-Fi functionality. Video offerings include set top boxes that support cable, satellite and IPTV content delivery and include products such as digital video recorders, high definition set top boxes and hybrid set top devices.

Net sales for the Home segment decreased for the three months ended June 30, 2020 primarily due to lower sales volumes of video products to both U.S. and international service provider customers. From a regional perspective, for the three months ended June 30, 2020, sales were down across all major regions including decreases of $96.2 million in the U.S., $61.1 million in the CALA region, $56.6 million in the EMEA region, $26.4 million in the APAC region and $24.7 million in Canada. Net sales for the Home segment increased for the six months ended June 30, 2020 because the prior year period only included net sales since the April 4, 2019 acquisition date. We believe supply chain disruptions and lower demand caused by the COVID-19 pandemic contributed to the decline in Home segment net sales for the three and six months ended June 30, 2020. We anticipate ongoing softness in the Home segment for the remainder of 2020 partially due to the impacts of COVID-19 but also due to the continuing declines in demand for video products.periods.

For the three and six months ended June 30, 2020, the2021, Home segment operating loss increased compareddecreased primarily due to thea prior year period primarily due to the goodwill impairment charge of $206.7 million in the current year period. For the three and six months ended June 30, 2020, Home segment operating income was favorably impacted by reductions in acquisition accounting adjustments related to the mark-up of inventory to its estimated fair value and deferred revenue of $20.0 million and $15.0 million, respectively, and reductions in restructuring costs of $10.2 million and $7.7 million, respectively, but these were partially offset by the unfavorable impacts of higher patent and litigation settlements of $4.5 million and $9.8 million, respectively.million. Asset impairments, acquisition accounting adjustments, restructuring costs and patent and litigation settlementsimpairment charges are not reflected in adjusted EBITDA. ForExcluding the three and six months ended June 30, 2020, Home segment adjusted EBITDA decreased primarily due to lower sales. See “Reconciliationimpact of Segment Adjusted EBITDA” below.

Outdoor Wireless Networks Segment

Our OWN segment focuses on the macro and metro cell wireless markets. The segment’s offerings include base station antennas, RF filters, tower connectivity, microwave antennas, metro cell products, cabinets, steel accessories, Spectrum Access System and Comsearch. As our wireless operator customers shift a portion of their 5G capital expenditures from the macro tower to the metro cell, the portfolio will strategically help make the transition smooth and cost-effective.

OWN segment net sales decreased during the three and six months ended June 30, 2020 compared to the prior year periods primarily due to a slowdown in sales of wireless network equipment to both U.S. and international service provider customers. From a regional perspective, for the three and six months ended June 30, 2020, OWN segment net sales were lower across all regions and were primarily driven by decreases in the U.S. of $88.0 million and $90.4 million, respectively, the EMEA region of $20.4 million and $35.6 million, respectively, and the APAC region of $13.6 million and $29.7 million, respectively. We believe a portion of the decline in OWN segment net sales for the three and six months ended June 30, 2020 was caused by lower demand as a result of the macroeconomic slowdown caused by the COVID-19 pandemic. We currently believe the impact from COVID-19 could continue to negatively affect the OWN segment for the remainder of 2020.


OWNgoodwill impairment charge, Home segment operating incomeloss increased and adjusted EBITDA decreased for the three and six months ended June 30, 2020 compared to the prior year periods primarily due to the decrease in net sales. See “Reconciliation of Segment Adjusted EBITDA” below.

Venue and Campus Networks Segment

Our VCN segment targets both public and private networks for campuses, venues, data centers and buildings. The segment combines Wi-Fi and switching, distributed antenna systems, licensed and unlicensed small cells, and enterprise fiber and copper infrastructure.

For the three months ended June 30, 2020, net sales decreased in the VCN segment primarily due to the impact of the COVID-19 pandemic. From a regional perspective, for the three months ended June 30, 2020, net sales decreased across all major regions including decreases of $27.5 million in the EMEA region, $19.0 million in the APAC region, $10.3 million in the U.S., $7.9 million in Canada and $6.9 million in the CALA region. VCN segment net sales were higher in the six months ended June 30, 20202021 compared to the prior year period primarily as a result of the Acquisition. For the six months ended June 30, 2020due to lower sales volumes and 2019, incremental net sales related to the ARRIS business were $237.5 million and $147.6 million. From a regional perspective, for the six months ended June 30, 2020, excluding the ARRIS business, VCNhigher warranty costs, partially offset by benefits from cost savings initiatives. Home segment net sales increased approximately $17 million in the U.S. but decreased across all other major regions, including decreases of approximately $49 million in the APAC region, $29 million in the EMEA region, $9 million in the CALA region and $3 million in Canada. We believe the primary driver for lower VCN segment net salesoperating loss was also unfavorably impacted for the three and six months ended June 30, 2020 was lower demand resulting from the COVID-19 pandemic. Management currently expects the impact of COVID-19 to continue to negatively affect the VCN segment for the remainder of 2020.

For the three and six months ended June 30, 2020, VCN segment operating loss decreased primarily due to reductions in acquisition accounting adjustments related to the mark-up of inventory to its estimated fair value of $58.4 million and $56.1 million, respectively, and reductions in2021 by higher transaction, transformation and integration costs of $44.3$10.4 million and $50.0$15.5 million, respectively. These improvements were offset partially by the impactsrespectively, and an intellectual property settlement charge of lower VCN segment net sales. VCN segment operating results for the six months ended June 30, 2019 only include the acquired Ruckus business after the April 4, 2019 acquisition date, which affects the segment’s comparability to$20.0 million in the current year period. For the three and six months ended June 30, 2020, adjusted EBITDA decreased primarily due to lower sales and to a lesser extent, unfavorable product mix, offset partially by the impacts of cost savings initiatives. Acquisition accounting adjustments andperiods. Home segment transaction, transformation and integration costs were primarily related to the announced planned spin-off of the Home Networks business. Transaction, transformation and integration costs and intellectual property settlements are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes certain key measures of our liquidity and capital resources (in millions, except percentage data).

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

2021

 

 

December 31,

2020

 

 

$

Change

 

 

%

Change

 

 

 

June 30,

2020

 

 

December 31,

2019

 

 

$

Change

 

 

%

Change

 

 

 

(dollars in millions)

 

 

Cash and cash equivalents

 

$

823.4

 

 

$

598.2

 

 

$

225.2

 

 

 

37.6

 

%

 

$

446.2

 

 

$

521.9

 

 

$

(75.7

)

 

 

(14.5

)

%

Working capital (1), excluding cash and cash

equivalents and current portion of long-term debt

 

 

815.0

 

 

 

903.6

 

 

 

(88.6

)

 

 

(9.8

)

 

 

 

987.2

 

 

 

911.2

 

 

 

76.0

 

 

 

8.3

 

 

Availability under revolving credit facility

 

 

521.6

 

 

 

796.8

 

 

 

(275.2

)

 

 

(34.5

)

 

 

 

729.7

 

 

 

735.1

 

 

 

(5.4

)

 

 

(0.7

)

 

Long-term debt, including current portion

 

 

9,978.8

 

 

 

9,832.4

 

 

 

146.4

 

 

 

1.5

 

 

 

 

9,516.8

 

 

 

9,520.6

 

 

 

(3.8

)

 

 

 

 

Total capitalization (2)

 

 

11,306.3

 

 

 

11,668.7

 

 

 

(362.4

)

 

 

(3.1

)

 

 

 

10,627.4

 

 

 

10,917.4

 

 

 

(290.0

)

 

 

(2.7

)

 

Long-term debt as a percentage of total

capitalization

 

 

88.3

%

 

 

84.3

%

 

 

 

 

 

 

 

 

 

 

 

89.5

%

 

 

87.2

%

 

 

 

 

 

 

 

 

 

 

(1)

Working capital consisted of current assets of $3,747.8$3,497.4 million less current liabilities of $2,141.4$2,096.0 million at June 30, 2020.2021. Working capital consisted of current assets of $3,511.8$3,354.5 million less current liabilities of $2,042.0$1,953.4 million at December 31, 2019.2020.

(2)

Total capitalization includes long-term debt, including the current portion, Series A convertible preferred stock (the Convertible Preferred Stock) and stockholders’ equity.

Our principal sources of liquidity on a short-term basis are cash and cash equivalents, cash flows provided by operations, and availability under our credit facilities. In April 2020, we borrowed $250.0 million under our senior secured revolving credit facility (the Revolving Credit Facility) as a precautionary measurefacilities and potential distributions related to reinforce our cash position and preserve financial flexibility in lightthe spin-off of the uncertainty in the global economy at that time resulting from the COVID-19 pandemic. We subsequently repaid the full amount in July 2020 because we did not believe the proceeds were needed for future liquidity as our cash flow generation has continued to improve and the broader financial markets have continued to stabilize.Home Networks business. On a long-term basis, our potential sources of liquidity also include raising capital through the issuance of additional equity and/or debt.


The primary uses of liquidity include debt service requirements, (including voluntary debt repayments or redemptions), fundingredemptions, working capital requirements, payingcapital expenditures, transaction separation costs, transformation costs, restructuring costs, acquisition integration costs, capital expenditures, paying restructuring costs, paying dividends related to the Convertible Preferred Stock payingif we elect to pay such dividends in cash, litigation claims and settlements and income tax payments. We believe that our existing cash, cash equivalents and cash flows from operations, combined with availability under theour senior secured revolving credit facility (the Revolving Credit Facility,Facility), will be sufficient to meet our presently anticipated future cash needs. We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts. We may, from time to time, borrow additional amounts under the Revolving Credit Facility or issue debt securities, if market conditions are favorable, to meet future cash needs or to reduce our borrowing costs.


Although there are no financial maintenance covenants under the terms of our senior notes, there is a limitation, among other limitations, on certain future borrowings based on an adjusted leverage ratio or a fixed charge coverage ratio. These ratios are based on financial measures similar to non-GAAP adjusted EBITDA as presented in the “Reconciliation of Non-GAAP Measures” section below, but also give pro forma effect to certain events, including acquisitions, synergies and savings from cost reduction initiatives such as facility closures and headcount reductions. For the twelve months ended June 30, 2020,2021, our pro forma adjusted EBITDA, as measured pursuant to the indentures governing our notes, was $1,311.7$1,402.8 million, which included annualized synergies expected to be mostly realized inwithin the next two yearsyear ($65.910.9 million) and annualized savings expected from announced cost reduction initiatives ($41.490.3 million) so that the impact of the synergies and cost reduction initiatives is fully reflected in the twelve-month period used in the calculation of the ratios. In addition to limitations under these indentures, our senior secured credit facilities contain customary negative covenants based on similar financial measures. We believe we are in compliance with the covenants under our indentures and senior secured credit facilities at June 30, 2020.2021.

Cash and cash equivalents increaseddecreased during the six months ended June 30, 2020 due2021 primarily driven by cash paid for capital expenditures of $60.2 million, cash dividends paid for the Convertible Preferred Stock of $28.7 million, tax withholding payments for vested equity-based compensation awards of $24.6 million and a payment to the borrowingsettle a net investment hedge of $250.0$18.0 million, under the Revolving Credit Facility andpartially offset by cash generated from operating activities of $166.3 million, partially offset by$67.6 million. We expect cash generation to be lower in 2021 than the redemption of $100.0 million of the 2021 Notesprior year as we continue to expand capacity for our Broadband segment and $47.7 millioninvest in capital expenditures.CommScope NEXT initiatives. As of June 30, 2020,2021, approximately 33%62% of our cash and cash equivalents were held outside the U.S.  

Working capital, excluding cash and cash equivalents and the current portion of long-term debt, decreasedincreased during the six months ended June 30, 20202021 due to a decrease inhigher accounts receivable balances due to favorable collectionsthe timing of net sales and increases in accounts payable and other liabilities, but these werehigher inventory balances, offset partially by an increase in inventory.higher accounts payable balances due to timing. The net reduction in total capitalization during the three and six months ended June 30, 20202021 reflected the net loss for the period and the redemption of $100.0 million of the 2021 Notes, offset partially by the $250.0 million borrowing under the Revolving Credit Facility.foreign currency translation losses.

Cash Flow Overview

 

 

June 30,

 

 

$

 

 

%

 

 

 

2020

 

 

2019

 

 

Change

 

 

Change

 

Net cash generated by (used in) operating activities

 

$

166.3

 

 

$

(261.6

)

 

$

427.9

 

 

NM

 

Net cash used in investing activities

 

 

(47.6

)

 

 

(5,101.5

)

 

 

5,053.9

 

 

NM

 

Net cash generated by financing activities

 

 

128.6

 

 

 

5,252.0

 

 

 

(5,123.4

)

 

 

(97.6

%)

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

$

 

 

%

 

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

 

(dollars in millions)

 

Net cash generated by operating activities

 

$

67.6

 

 

$

166.3

 

 

$

(98.7

)

 

 

(59.4

)%

Net cash used in investing activities

 

 

(76.9

)

 

 

(47.6

)

 

 

(29.3

)

 

 

61.6

 

Net cash generated by (used in) financing activities

 

 

(65.4

)

 

 

128.6

 

 

 

(194.0

)

 

 

(150.9

)

NM – Not meaningful


Operating Activities

 

Six Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Operating Activities:

 

 

 

 

 

 

 

 

 

(in millions)

 

Net loss

 

$

(481.0

)

 

$

(336.3

)

 

$

(251.4

)

 

$

(481.0

)

Adjustments to reconcile net loss to net cash generated by (used in)

operating activities:

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash generated by

operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

408.9

 

 

 

301.0

 

 

 

392.8

 

 

 

408.9

 

Equity-based compensation

 

 

56.0

 

 

 

30.7

 

 

 

40.0

 

 

 

56.0

 

Deferred income taxes

 

 

(69.4

)

 

 

(105.4

)

 

 

(81.1

)

 

 

(69.4

)

Asset impairments

 

 

206.7

 

 

 

 

 

 

 

 

 

206.7

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

33.5

 

 

 

(304.0

)

 

 

(173.9

)

 

 

33.5

 

Inventories

 

 

(73.5

)

 

 

132.2

 

 

 

(64.9

)

 

 

(73.5

)

Prepaid expenses and other assets

 

 

11.7

 

 

 

24.2

 

 

 

32.3

 

 

 

11.7

 

Accounts payable and other liabilities

 

 

62.7

 

 

 

(1.0

)

 

 

169.0

 

 

 

62.7

 

Other

 

 

10.7

 

 

 

(3.0

)

 

 

4.8

 

 

 

10.7

 

Net cash generated by (used in) operating activities

 

$

166.3

 

 

$

(261.6

)

Net cash generated by operating activities

 

$

67.6

 

 

$

166.3

 

During the six months ended June 30, 2020,2021, operating cash flows increaseddecreased compared to the prior year period primarily due to more favorable collections of accounts receivable as well as a reductionresult of $185.0 million in cash paid for transaction and integration costs related to the Acquisition. These increases in cash generation were offset partially by $120.0 million in additional interest paidworking capital in the current year period as a result of the Acquisition-related debt as well as $55.0 million paid in the current year period related to patent claims and litigation.net sales improved.


Investing Activities

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

Investing Activities:

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

$

(47.7

)

 

$

(48.0

)

Proceeds from sale of property, plant and equipment

 

 

0.1

 

 

 

0.8

 

Cash paid for ARRIS acquisition, net of cash acquired

 

 

 

 

 

(5,049.9

)

Cash paid for Cable Exchange acquisition

 

 

 

 

 

(11.0

)

Other

 

 

 

 

 

6.6

 

Net cash used in investing activities

 

$

(47.6

)

 

$

(5,101.5

)

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

 

(in millions)

 

Additions to property, plant and equipment

 

$

(60.2

)

 

$

(47.7

)

Proceeds from sale of property, plant and equipment

 

 

1.3

 

 

 

0.1

 

Payments upon settlement of net investment hedge

 

 

(18.0

)

 

 

 

Net cash used in investing activities

 

$

(76.9

)

 

$

(47.6

)

During the six months ended June 30, 2020,2021, the increase in cash used in investing activities was driven by a payment made to settle a net investment hedge and an increase of $12.5 million in our investment in property, plant and equipment was relatively unchanged despite the incremental time the ARRIS business was owned in the current year, as management intentionally slowed capital spending in light of the economic uncertainty caused by the COVID-19 pandemic. Our investments in property, plant and equipment werethat primarily related to supporting improvements in manufacturing operations, including expanding production capacity and investing in information technology, including software developed for internal use. During the six months ended June 30, 2019, we paid $5.0 billion, net of cash acquired, using a combination of cash on hand, proceeds from the issuance of long-term debt and proceeds from the issuance of the Convertible Preferred Stock to fund the Acquisition. We also paid $11.0 million related to the August 2017 acquisition of Cable Exchange during the prior year period. The final Cable Exchange payment of $3.6 million will be paid in the third quarter of 2020.

Financing Activities


 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

Financing Activities:

 

 

 

 

 

 

 

 

Long-term debt repaid

 

$

(116.0

)

 

$

(2,553.3

)

Long-term debt proceeds

 

 

250.0

 

 

 

6,933.0

 

Debt issuance costs

 

 

 

 

 

(118.1

)

Series A convertible preferred stock proceeds

 

 

 

 

 

1,000.0

 

Dividends paid on Series A convertible preferred stock

 

 

 

 

 

(3.0

)

Proceeds from the issuance of common shares under equity-based

   compensation plans

 

 

0.9

 

 

 

2.7

 

Tax withholding payments for vested equity-based compensation

  awards

 

 

(6.3

)

 

 

(9.3

)

Net cash generated by financing activities

 

$

128.6

 

 

$

5,252.0

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

 

(in millions)

 

Long-term debt repaid

 

$

(16.0

)

 

$

(116.0

)

Long-term debt proceeds

 

 

 

 

 

250.0

 

Dividends paid on Series A convertible preferred stock

 

 

(28.7

)

 

 

 

Proceeds from the issuance of common shares under equity-based

   compensation plans

 

 

3.9

 

 

 

0.9

 

Tax withholding payments for vested equity-based compensation

   awards

 

 

(24.6

)

 

 

(6.3

)

Net cash generated by (used in) financing activities

 

$

(65.4

)

 

$

128.6

 

During the six months ended June 30, 2020, we borrowed2021, the increase in cash used in financing activities was driven by the prior year impact of the $250.0 million borrowed under the Revolving Credit Facility redeemed $100.0 million aggregate principal amount of the 2021 Notes and paid the first and second quarter scheduled amortization payments totaling $16.0 million on the 2026 Term Loan. The borrowing under the Revolving Credit Facility wasas a precautionary measure to reinforce our cash position and preserve financial flexibility in light of the uncertainty in the global economy at that time resulting from the COVID-19 pandemic and wepandemic. We subsequently repaid the amount in July 2020. Also in July 2020,As of June 30, 2021, we issued $700.0had no outstanding borrowings under the Revolving Credit Facility and had availability of $729.7 million, reflecting a borrowing base of $771.5 million reduced by $41.8 million of 7.125% senior unsecured notes due 2028 and usedletters of credit issued under the net proceeds fromRevolving Credit Facility.

In the offering to redeem and retire all outstanding amountsprior year period, we also redeemed $100.0 million aggregate principal amount of the 2021 Notes and 5.50%our 5.00% senior notes due 2024.2021. We may continue to look forredeem or repurchase more of our senior notes if market conditions are favorable opportunities toand the applicable indenture and the credit agreements governing the senior secured credit facilities permit such repayment or repurchase. In addition, we may refinance portions of our existing debt to, among other reasons, lower borrowing costs, extend the term or adjust the total amount of fixed or floating-rate debt.

Also impacting cash used in financing activities for the six months ended June 30, 2021 was the increase of $28.7 million in cash dividends paid for the Convertible Preferred Stock. In the prior year period, the dividends for the Convertible Preferred Stock were paid in additional shares of Convertible Preferred Stock. During the six months ended June 30, 2019,2021, we received proceeds fromof $3.9 million related to the acquisition-related debtexercise of approximately $7.0 billionstock options compared to fund the Acquisition. We repaid $225.0$0.9 million of the 2022 Term Loan in the first quarter of 2019 and we repaid the remaining balance of $261.3 million using proceeds from the 2026 Term Loan. As part of funding the Acquisition, we repaid ARRIS’ outstanding debt of $2.1 billion under its senior secured credit facilities. We also borrowed and repaid $15.0 million under the Revolving Credit Facility. In connection with the acquisition-related debt, we paid $118.1 million of debt issuance costs during the six months ended June 30, 2019.

As of June 30, 2020, we had remaining availability under the Revolving Credit Facility of $521.6 million, reflecting a borrowing base of $797.6 million reduced by $250.0 million of outstanding borrowings and $26.0 million of letters of credit.

prior year period. During the six months ended June 30, 2020, we received proceeds of $0.9 million related to the exercise of stock options. Also during the six months ended June 30, 2020,2021, employees surrendered 0.6 million shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units and performance share units, which reduced cash flows by $24.6 million compared to $6.3 million. Duringmillion in the six months ended June 30, 2019, we received proceeds of $2.7 million related to the exercise of stock options and employees surrendered 0.4 million shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units and performance share units, which reduced cash flows by $9.3 million.prior year period.  

Off-Balance Sheet Arrangements

We were not party to any significant off-balance sheet arrangements during the six months ended June 30, 2020.2021.


Reconciliation of Non-GAAP Measures

We believe that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful in assessing our operating performance from period to period by excluding certain items that we believe are not representative of our core business. We also use certain of these financial measures for business planning purposes and in measuring our performance relative to that of our competitors.

We believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term non-GAAP adjusted EBITDA may vary from that of others in our industry. These financial measures should not be considered as alternatives to operating income (loss), net income (loss) or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity.

We also believe presenting these non-GAAP results for the twelve months ended June 30, 20202021 provides an additional tool for assessing our recent performance. Such amounts are unaudited and are derived by subtracting the data for the six months ended June 30, 20192020 from the data for the year ended December 31, 20192020 and then adding the data for the six months ended June 30, 2020.2021.

Although there are no financial maintenance covenants under the terms of our senior notes, there is a limitation, among other limitations, on certain future borrowings based on an adjusted leverage ratio or a fixed charge coverage ratio. These ratios are based on financial measures similar to non-GAAP adjusted EBITDA as presented in this section, but also give pro forma effect to certain events, including acquisitions synergies and savings from cost reduction initiatives such as facility closures and headcount reductions.

Consolidated

 

Three Months

 

 

Six Months

 

 

Year

 

 

Twelve Months

 

 

Three Months

 

 

Six Months

 

 

Year

 

 

Twelve Months

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

June 30,

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2020

 

 

2021

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2019

 

 

2020

 

 

(in millions)

 

Net loss

 

$

(321.1

)

 

$

(334.0

)

 

$

(481.0

)

 

$

(336.3

)

 

$

(929.5

)

 

$

(1,074.2

)

 

$

(153.8

)

 

$

(321.1

)

 

$

(251.4

)

 

$

(481.0

)

 

$

(573.4

)

 

$

(343.8

)

Income tax benefit

 

 

(15.1

)

 

 

(37.5

)

 

 

(46.5

)

 

 

(35.9

)

 

 

(144.5

)

 

 

(155.1

)

 

 

(0.6

)

 

 

(15.1

)

 

 

(30.1

)

 

 

(46.5

)

 

 

(81.1

)

 

 

(64.7

)

Interest income

 

 

(0.8

)

 

 

(2.3

)

 

 

(2.9

)

 

 

(14.1

)

 

 

(18.1

)

 

 

(6.9

)

 

 

(0.5

)

 

 

(0.8

)

 

 

(1.0

)

 

 

(2.9

)

 

 

(4.4

)

 

 

(2.5

)

Interest expense

 

 

141.4

 

 

 

165.3

 

 

 

290.5

 

 

 

262.8

 

 

 

577.2

 

 

 

604.9

 

 

 

138.0

 

 

 

141.4

 

 

 

275.5

 

 

 

290.5

 

 

 

577.8

 

 

 

562.8

 

Other expense, net

 

 

0.8

 

 

 

(0.7

)

 

 

13.3

 

 

 

5.0

 

 

 

6.4

 

 

 

14.7

 

Operating loss

 

$

(194.8

)

 

$

(209.2

)

 

$

(226.6

)

 

$

(118.5

)

 

$

(508.5

)

 

$

(616.6

)

Other expense (income), net

 

 

(1.5

)

 

 

0.8

 

 

 

(2.5

)

 

 

13.3

 

 

 

29.3

 

 

 

13.5

 

Operating income (loss)

 

$

(18.4

)

 

$

(194.8

)

 

$

(9.5

)

 

$

(226.6

)

 

$

(51.8

)

 

$

165.3

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of purchased

intangible assets

 

 

157.6

 

 

 

164.1

 

 

 

315.4

 

 

 

223.5

 

 

 

593.2

 

 

 

685.1

 

 

 

154.2

 

 

 

157.6

 

 

 

308.9

 

 

 

315.4

 

 

 

630.5

 

 

 

624.0

 

Restructuring costs, net

 

 

19.6

 

 

 

46.4

 

 

 

43.3

 

 

 

58.8

 

 

 

87.7

 

 

 

72.2

 

 

 

58.9

 

 

 

19.6

 

 

 

103.3

 

 

 

43.3

 

 

 

88.4

 

 

 

148.4

 

Equity-based compensation

 

 

32.5

 

 

 

23.1

 

 

 

56.0

 

 

 

30.7

 

 

 

90.8

 

 

 

116.1

 

 

 

16.4

 

 

 

32.5

 

 

 

40.0

 

 

 

56.0

 

 

 

115.0

 

 

 

99.0

 

Asset impairments

 

 

206.7

 

 

 

 

 

 

206.7

 

 

 

 

 

 

376.1

 

 

 

582.8

 

 

 

 

 

 

206.7

 

 

 

 

 

 

206.7

 

 

 

206.7

 

 

 

 

Transaction and integration

costs (1)

 

 

7.6

 

 

 

167.0

 

 

 

13.0

 

 

 

187.7

 

 

 

195.3

 

 

 

20.6

 

Transaction, transformation and integration

costs (1)

 

 

21.0

 

 

 

7.6

 

 

 

36.7

 

 

 

13.0

 

 

 

24.9

 

 

 

48.6

 

Acquisition accounting adjustments (2)

 

 

5.2

 

 

 

164.1

 

 

 

10.7

 

 

 

164.1

 

 

 

264.2

 

 

 

110.8

 

 

 

3.0

 

 

 

5.2

 

 

 

6.2

 

 

 

10.7

 

 

 

20.6

 

 

 

16.1

 

Patent claims and litigation

 

 

7.5

 

 

 

 

 

 

12.8

 

 

 

 

 

 

55.0

 

 

 

67.8

 

Patent claims and litigation settlements

 

 

40.0

 

 

 

7.5

 

 

 

41.5

 

 

 

12.8

 

 

 

16.3

 

 

 

45.0

 

Executive severance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.3

 

 

 

6.3

 

Depreciation

 

 

37.9

 

 

 

40.1

 

 

 

79.7

 

 

 

57.8

 

 

 

143.7

 

 

 

165.6

 

 

 

32.6

 

 

 

37.9

 

 

 

70.3

 

 

 

79.7

 

 

 

158.3

 

 

 

148.9

 

Non-GAAP adjusted EBITDA

 

$

279.8

 

 

$

395.6

 

 

$

511.0

 

 

$

604.1

 

 

$

1,297.5

 

 

$

1,204.4

 

 

$

307.7

 

 

$

279.8

 

 

$

597.4

 

 

$

511.0

 

 

$

1,215.2

 

 

$

1,301.6

 

(1)

In 2020 and 2019,2021, primarily reflects transaction separation costs related to the planned spin-off of the Home Networks business, transformation costs related to CommScope NEXT and integration costs related to the Acquisition.ARRIS acquisition. In 2020, primarily reflects integration costs related to the ARRIS acquisition.

(2)

For the threeIn 2021 and six months ended June 30, 2020, reflects acquisition accounting adjustments related to reducing deferred revenue to its estimated fair value. For the three and six months ended June 30, 2019, reflects acquisition accounting adjustments of $145.8 million related to the mark up of inventory to its estimated fair value and acquisition accounting adjustments of $18.3 million related to reducing deferred revenue to its estimated fair value. For the year ended December 31, 2019, reflects acquisition accounting adjustments of $218.8 million related to the mark up of inventory to its estimated fair value and acquisition accounting adjustments of $45.4 million related to reducing deferred revenue to its estimated fair value.

Note: Components may not sum to total due to rounding.


Reconciliation of Segment Adjusted EBITDA

Segment adjusted EBITDA is provided as a performance measure in Note 97 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. Below we reconcile segment adjusted EBITDA for each segment individually to operating income (loss) for that segment to supplement the reconciliation of the total segment adjusted EBITDA to consolidated operating incomeloss in that footnote.

 

Broadband Networks Segment

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating income (loss)

 

$

8.9

 

 

$

(192.2

)

 

$

(9.7

)

 

$

(167.3

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of purchased intangible assets

 

 

76.8

 

 

 

72.3

 

 

 

153.8

 

 

 

87.9

 

Restructuring costs, net

 

 

8.9

 

 

 

23.1

 

 

 

14.0

 

 

 

26.2

 

Equity-based compensation

 

 

12.5

 

 

 

9.4

 

 

 

21.6

 

 

 

11.3

 

Transaction and integration costs

 

 

2.7

 

 

 

109.8

 

 

 

4.4

 

 

 

116.3

 

Acquisition accounting adjustments

 

 

3.0

 

 

 

80.0

 

 

 

5.8

 

 

 

80.0

 

Patent claims and litigation

 

 

3.0

 

 

 

 

 

 

3.0

 

 

 

 

Depreciation

 

 

14.5

 

 

 

15.6

 

 

 

30.0

 

 

 

21.7

 

Adjusted EBITDA

 

$

130.2

 

 

$

117.9

 

 

$

222.9

 

 

$

176.1

 

Home Networks Segment

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating loss

 

$

(222.9

)

 

$

(25.0

)

 

$

(260.5

)

 

$

(25.0

)

 

(in millions)

 

Operating income (loss)

 

$

(35.1

)

 

$

11.0

 

 

$

19.2

 

 

$

(19.2

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of purchased intangible assets

 

 

26.0

 

 

 

33.7

 

 

 

51.9

 

 

 

33.7

 

 

 

80.7

 

 

 

81.0

 

 

 

161.4

 

 

 

162.2

 

Restructuring costs, net

 

 

4.9

 

 

 

15.1

 

 

 

7.4

 

 

 

15.1

 

 

 

62.7

 

 

 

(0.2

)

 

 

73.2

 

 

 

5.1

 

Equity-based compensation

 

 

6.2

 

 

 

3.6

 

 

 

10.8

 

 

 

3.6

 

 

 

6.8

 

 

 

12.5

 

 

 

16.4

 

 

 

21.6

 

Asset impairments

 

 

206.7

 

 

 

 

 

 

206.7

 

 

 

 

Transaction and integration costs

 

 

1.4

 

 

 

1.2

 

 

 

2.3

 

 

 

1.2

 

Transaction, transformation and integration costs

 

 

4.3

 

 

 

2.7

 

 

 

9.0

 

 

 

4.4

 

Acquisition accounting adjustments

 

 

0.5

 

 

 

24.0

 

 

 

0.9

 

 

 

24.0

 

 

 

1.2

 

 

 

3.0

 

 

 

2.4

 

 

 

5.8

 

Patent claims and litigation

 

 

4.5

 

 

 

 

 

 

9.8

 

 

 

 

Patent claims and litigation settlements

 

 

20.0

 

 

 

3.0

 

 

 

20.0

 

 

 

3.0

 

Depreciation

 

 

8.0

 

 

 

9.5

 

 

 

18.0

 

 

 

9.5

 

 

 

13.4

 

 

 

14.3

 

 

 

28.7

 

 

 

29.6

 

Adjusted EBITDA

 

$

35.4

 

 

$

62.1

 

 

$

47.3

 

 

$

62.1

 

 

$

154.0

 

 

$

127.2

 

 

$

330.3

 

 

$

212.5

 

Outdoor Wireless Networks Segment

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(in millions)

 

Operating income

 

$

51.4

 

 

$

104.5

 

 

$

116.4

 

 

$

175.4

 

 

$

64.0

 

 

$

54.8

 

 

$

115.2

 

 

$

120.5

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of purchased intangible assets

 

 

11.4

 

 

 

12.3

 

 

 

23.0

 

 

 

25.2

 

 

 

8.3

 

 

 

11.4

 

 

 

17.1

 

 

 

23.0

 

Restructuring costs, net

 

 

3.9

 

 

 

1.9

 

 

 

8.0

 

 

 

5.8

 

 

 

0.5

 

 

 

0.5

 

 

 

6.2

 

 

 

3.9

 

Equity-based compensation

 

 

3.8

 

 

 

3.4

 

 

 

6.6

 

 

 

5.7

 

 

 

1.7

 

 

 

3.8

 

 

 

4.1

 

 

 

6.6

 

Transaction and integration costs

 

 

1.4

 

 

 

9.7

 

 

 

2.3

 

 

 

16.3

 

Transaction, transformation and integration costs

 

 

1.8

 

 

 

1.4

 

 

 

3.7

 

 

 

2.3

 

Depreciation

 

 

4.0

 

 

 

4.5

 

 

 

8.5

 

 

 

8.9

 

 

 

3.8

 

 

 

4.0

 

 

 

7.6

 

 

 

8.5

 

Adjusted EBITDA

 

$

76.0

 

 

$

136.3

 

 

$

164.9

 

 

$

237.3

 

 

$

80.0

 

 

$

76.0

 

 

$

153.9

 

 

$

164.9

 

Venue and Campus Networks Segment

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating loss

 

$

(32.2

)

 

$

(96.5

)

 

$

(72.8

)

 

$

(101.6

)

 

(in millions)

 

Operating income (loss)

 

$

6.1

 

 

$

(24.9

)

 

$

(59.0

)

 

$

(60.6

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of purchased intangible assets

 

 

43.4

 

 

 

45.9

 

 

 

86.7

 

 

 

76.6

 

 

 

39.3

 

 

 

39.2

 

 

 

78.6

 

 

 

78.3

 

Restructuring costs, net

 

 

1.9

 

 

 

6.2

 

 

 

13.9

 

 

 

11.8

 

 

 

(6.2

)

 

 

(1.2

)

 

 

16.1

 

 

 

10.1

 

Equity-based compensation

 

 

9.9

 

 

 

6.8

 

 

 

17.0

 

 

 

10.1

 

 

 

5.3

 

 

 

9.9

 

 

 

12.7

 

 

 

17.0

 

Transaction and integration costs

 

 

2.1

 

 

 

46.4

 

 

 

4.0

 

 

 

54.0

 

Transaction, transformation and integration costs

 

 

2.9

 

 

 

2.1

 

 

 

6.1

 

 

 

4.0

 

Acquisition accounting adjustments

 

 

1.7

 

 

 

60.1

 

 

 

4.0

 

 

 

60.1

 

 

 

1.3

 

 

 

1.7

 

 

 

2.9

 

 

 

4.0

 

Patent claims and litigation settlements

 

 

 

 

 

 

 

 

0.3

 

 

 

 

Depreciation

 

 

11.4

 

 

 

10.5

 

 

 

23.2

 

 

 

17.7

 

 

 

10.3

 

 

 

11.4

 

 

 

21.4

 

 

 

23.2

 

Adjusted EBITDA

 

$

38.2

 

 

$

79.3

 

 

$

75.9

 

 

$

128.6

 

 

$

59.1

 

 

$

38.2

 

 

$

79.1

 

 

$

75.9

 


 

 

Home Networks Segment

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in millions)

 

Operating loss

 

$

(53.4

)

 

$

(235.7

)

 

$

(84.9

)

 

$

(267.3

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of purchased intangible assets

 

 

26.0

 

 

 

26.0

 

 

 

51.9

 

 

 

51.9

 

Restructuring costs, net

 

 

1.9

 

 

 

20.5

 

 

 

7.8

 

 

 

24.2

 

Equity-based compensation

 

 

2.8

 

 

 

6.2

 

 

 

6.7

 

 

 

10.8

 

Asset impairments

 

 

 

 

 

206.7

 

 

 

 

 

 

206.7

 

Transaction, transformation and integration costs

 

 

11.8

 

 

 

1.4

 

 

 

17.8

 

 

 

2.3

 

Acquisition accounting adjustments

 

 

0.5

 

 

 

0.5

 

 

 

1.0

 

 

 

0.9

 

Patent claims and litigation settlements

 

 

20.0

 

 

 

4.5

 

 

 

21.2

 

 

 

9.8

 

Depreciation

 

 

5.1

 

 

 

8.2

 

 

 

12.6

 

 

 

18.4

 

Adjusted EBITDA

 

$

14.6

 

 

$

38.4

 

 

$

34.1

 

 

$

57.7

 

Note: Components may not sum to total due to rounding.

 


 

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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 and expectations 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 the ARRIS acquisition (including risks associated with the integrationplanned spin-off of the Home Networks business, including uncertainty regarding whether such transaction will be commenced or completed and systemsthe timing and value of such transaction; risks related to the potential separation of the Home Networks business; our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; 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 we may not realize estimated cost savings, synergies, growth or other anticipated benefits);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; 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; 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 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; our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; 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; 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; the impact of Brexit; 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, supply chain and the global economy; 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 20192020 Annual Report on Form 10-K and in Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 20202021 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 Quarterly Report on Form 10-Q represents our best judgment as of the date of this report 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 report, except as otherwise may be required by law.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the interest rate risk, commodity price risk or foreign currency exchange rate risk information previously reported under Item 7A of our 20192020 Annual Report, on Form 10-K, as filed with the SEC on February 20, 2020.17, 2021.


ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

Reference should be made to our 2020 Annual Report for additional information regarding discussion of the effectiveness of the Company’s controls and procedures. There have been no other changes in the Company’sour internal control over financial reporting during the quarter ended June 30, 2020 2021 that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.


PART II—OTHER INFORMATION

The Company is party to certain intellectual property claims and also periodically receives notices asserting that its products infringe on another party’s patents and other intellectual property rights. These claims and assertions, whether against the Company directly or against its customers, could require the Company to pay damages, royalties, stop offering the relevant products and/or cease other activities. The Company may also be called upon to indemnify certain customers for costs related to products sold to such customers. While theThe outcome of thethese claims and notices is uncertain and a reasonable estimate of the loss from unfavorable outcomes in certain of these matters either cannot be determined an adverse outcomeor is estimated at the minimum amount of a range of estimates. The actual loss could result in abe material loss.and may vary significantly from our estimates.

The Company is also either a plaintiff or a defendant in certain other pending legal matters in the normal course of business. Management believes none of these pending legal matters will have a material adverse effect on the Company’s business or financial condition upon final disposition.

In addition, the Company 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.

ITEM 1A.  RISK FACTORS

The Company'sCompany’s business, financial condition, results of operations and cash flows are subject to various risks which could cause actual results to vary from recent results or from anticipated future results. Other than the supplemental risk factor previously reported in Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which risk factor is incorporated herein by this reference, there have been no material changes to our risk factors disclosed in Part I - Item 1A, Risk Factors, of our Form 10-K for the year ended December 31, 2019.2020.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities: 

None.

Issuer Purchases of Equity Securities:

The following table summarizes the stock purchase activity for the three months ended June 30, 2020:2021:

Period

 

Total Number of Shares Purchased (1)

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs

 

April 1, 2020 - April 30, 2020

 

 

15,466

 

 

$

8.67

 

 

 

 

 

$

 

May 1, 2020 - May 31, 2020

 

 

8,552

 

 

$

10.19

 

 

 

 

 

$

 

June 1, 2020 - June 30, 2020

 

 

16,236

 

 

$

9.68

 

 

 

 

 

$

 

Total

 

 

40,254

 

 

$

9.40

 

 

 

 

 

 

 

 

Period

 

Total Number

of Shares

Purchased (1)

 

 

Average

Price Paid

Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs

 

April 1, 2021 - April 30, 2021

 

 

4,191

 

 

15.78

 

 

 

 

 

$

 

May 1, 2021 - May 31, 2021

 

 

6,941

 

 

18.07

 

 

 

 

 

 

 

June 1, 2021 - June 30, 2021

 

 

4,866

 

 

20.84

 

 

 

 

 

 

 

Total

 

 

15,998

 

 

$

18.31

 

 

 

 

 

 

 

 

(1) The shares purchased were withheld to satisfy the withholding tax obligations related to restricted stock units and performance share units that vested during the period.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS

*3.2

Certificate of Amendment of Amended and Restated Certificate of Incorporation of CommScope Holding Company, Inc. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-8 (File No. 333-256539), filed with the SEC on May 27, 2021).

*10.1***

Separation Agreement, dated April 15, 2021, by and between Frank B. Wyatt, II and CommScope, Inc. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on April 15, 2021).

31.1 **

Certification of Principal Executive Officer pursuant to Rule 13a-14(a).

31.2 **

Certification of Principal Financial Officer pursuant to Rule 13a-14(a).

32.1 **

Certification of Principal Executive Officer and Principal 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).

101.INS

Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH

Inline XBRL Schema Document, furnished herewith.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*

Previously filed.

**

Filed herewith.

***

Management contract or compensatory plan or arrangement.

 

 


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 thereunto duly authorized.

 

 

COMMSCOPE HOLDING COMPANY, INC.

 

 

August 5, 20204, 2021

/s/ Alexander W. Pease

Date

Alexander W. Pease

 

Executive Vice President and Chief Financial Officer

 

(Principal Financial Officer and duly authorized officer)

 

 

 

 

 

 

4943