Vistance Networks, Inc. (VISN) Q3 2013 Earnings Report, Transcript and Summary

Good morning, and welcome to the CommScope 2013 Third Quarter Investor Call. My name is Jennifer, and I will be facilitating the audio portion of today's interactive broadcast. [Operator Instructions] At this time, I would like to turn the call over to Phil Armstrong. Sir, you may begin.

Thank you. Good morning, and thank you for joining us today to discuss CommScope's third quarter 2013 earnings, our first public earnings call since our IPO on October 25. With me on the call today are Eddie Edwards, CommScope's President and Chief Executive Officer; Mark Olson, CommScope's Executive Vice President and Chief Financial Officer; and Mark Huegerich, Director of Corporate Finance. Before we begin the presentation, I'll cover a few housekeeping items. You can find the slides that accompany this review on the Investor Relations portion of our website. On Slide 2 of the presentation, you will find the cautionary language relating to forward-looking statements. During this conference call, we may make forward-looking statements regarding our financial position, plans and outlook that are based on information currently available to management, management's beliefs and a number of assumptions concerning future events. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. For a more detailed description of factors that could cause such a difference, please see the recently filed registration statement on Form S-1 and CommScope's third quarter quarterly report that we filed last night with the SEC. In providing forward-looking statements, the company is not undertaking any duty or obligation to update these statements as a result of new information, future events or otherwise. Also please note that dollar figures and percentages are approximations. In addition to GAAP information, we will provide certain non-GAAP measures. We believe that presenting these non-GAAP or adjusted measures provides additional meaningful information to investors. Detailed reconciliations of GAAP to adjusted measures can be found in the Appendix to our slide presentation. Slide 3 is our agenda for the morning. Eddie Edwards will provide an overview of CommScope and then turn it over to Mark Olson to discuss our financial priorities, long-term targets and third quarter performance. Now I'm very pleased to turn it over to Eddie Edwards. Eddie?

Thank you, Phil. Let's turn to Slide 4. Speaking for all the employees of CommScope, we are excited to return to the public markets. Before we dive into the third quarter results, I want to take a few moments to reintroduce you to CommScope and tell you why we're excited about our long-term prospects. We are a leading global provider of essential communications infrastructure. We enable communications through a constant focus on innovation, agility and integrity to help customers solve communication challenges. Our solutions are the backbones of communication networks, and we hold #1 global positions across 3 attractive markets. In the Wireless market, we are #1 in merchant RF, Radio Frequency, connectivity solutions and small cell DAS for carriers, OEMs and enterprises. Today most of our Wireless business is at the wireless macro base station where we do EBTR or everything but the radio. We provide a one-stop shop for wireless carriers to help them transition from today's networks to networks of the future. Cell site architecture is changing and becoming increasingly more complex. Today, it may be on a traditional tower, but it's just as likely to be mounted on a building or a telephone pole. Because we are experts in the RF path, we provide wireless carriers with comprehensive solutions and help solve coverage and capacity issues for them. However, macro base stations are not optimal for dense urban areas where physical structures can create coverage gaps and capacity is frequently constrained. Our small cell DAS solutions enable reuse of spectrum, which allows operators to complement existing macro sites and cost-competitively extend coverage and capacity. DAS has been field proven for more than 20 years and provides seamless single handover for a user between indoor and outdoor zones. We believe the small cell DAS is the only small cell technology today that can support multi-operator, multi-frequency, multi-protocol or 2, 3 and 4G applications. We believe that we're in the early innings of a long-term global growth cycle in LTE, which provides coverage, capacity, optimization, small cell, in-building cellular and back haul. In the Enterprise market, we're #1 in physical layer connectivity solutions for data centers and commercial buildings. We target the high end of the market with differentiated technology, premium features and performance, which is why most of the S&P 500 and thousands of customers across the globe utilize our enterprise solutions. Sales to intelligent buildings in this market are approximate 2/3 of enterprise sales, while sales to the data centers represent the remaining 1/3. Through our more than 400 sales professionals and 3,000 business partners, we have developed long-standing relationships with customers. Recently, we have strengthened the physical layer intelligence and made strategic acquisitions to make us even more relevant to customers. And finally, our Broadband business is #1 in cables for hybrid fiber coaxial networks for broadband service providers. Our cable portfolio, especially in outside plant products is the most extensive in the market with unique designs that generate substantial value to our customers. Overall, we are excited about the long-term prospects because the growing need for capacity, speed and bandwidth is the fundamental driver for demand for our business. We believe that CommScope provides a unique opportunity to invest in the company at the crossroads of Wireless, Enterprise, and essential physical layer infrastructure solutions, an opportunity to invest in a global leader at the core of long-term bandwidth growth. Slide 5 addresses the question many investors have asked us during last several weeks: what has changed over the last few years since the take private? The answer is that we have had significant changes, both at CommScope and the global communication networks. Consider this: the iPad was introduced slightly over 3 years ago. Basic 2G and 3G voice and data has evolved to mobile broadband everywhere with new technologies being deployed globally for coverage and capacity. Data center spending has become even more strategic, driven by cloud computing, big data, smart devices, streaming content and bring your own device in the office has created the need for seamless in-building cellular and data coverage for devices for multiple wireless service providers. As a result, communications networks must grow and evolve to meet the ongoing demand for bandwidth and increasingly complex and interconnected voice, data and video networks. To address the evolving needs of our customers, we are transitioning from a component supplier threatened by commoditization to a trusted advisor with integrated solutions. Customers turn to us because we help solve their communications challenges with our leading technology, global presence, strong established channels and our world-class manufacturing sales and service. We believe that these attributes create a strong and sustainable business model that provides us with significant competitive advantage. Over the past 3 years, we've become more relevant to our customers. We've also exited less profitable business lines, strengthened our investment in growing solutions for customers through focused R&D spending and disciplined capital spending. You might be surprised to learn that R&D spending actually has increased while we were private. Technology and innovation remain a key foundation of CommScope's success. We have also executed key initiatives to acquire strategically at reduced costs to expand our presence in markets like India and China. Through these actions, we have delivered significant financial improvement as evidenced in the substantial improvement in gross and operating margins over the last 3 years, almost 500 basis points. So much has changed at CommScope since the take private in January of 2011. We are a better company today. However, what has not changed is our unwavering focus on integrity, profitable growth and operational excellence. Now I'm happy to turn it over to Mark who will provide more insight into our financial performance. Mark?

Thanks, Eddie. And before we cover our third quarter results, let's turn to Slide 6 so we can spend a few minutes discussing CommScope's long-term financial priorities. As Eddie noted, when we talk about revenue growth, it's important to remember that we focus on profitable growth. We don’t accept low-margin business and we aren't tolerant of underperforming product lines or businesses. For example, we exited or deemphasized several underperforming product lines in our Wireless business over the last 3 years. While these decisions reduced the top line by roughly $150 million, it was one of the key contributors to the more than doubling of our Wireless operating margins. We focused on enhancing our commercial position through strategic acquisitions. Our intent is to find great technology and businesses, evaluate them carefully and then drive the best ones through our strong global sales channel. Since growing private, we have invested approximately $150 million on 4 acquisitions. We've also strengthened our investments in research and development with about 10% increase in R&D spending since the take private. Our R&D investments represent approximately 4% of sales and are focused on growth technologies, mainly in our Wireless and Enterprise segments. We're proud of our track record of growing earnings faster than sales. We drive significant annual cost reductions through disciplined programs, and we have a history of driving both revenue and cost synergies as we integrate acquisitions. Deleveraging also remains a fundamental element of our earnings growth strategy. For example, today we have about the same gross debt and net leverage ratio we had as when CommScope acquired Andrew in 2007. Within 3 years of that acquisition, we've reduced debt by more than $1 billion and delevered 2.3x. In a similar fashion we had about $2.7 billion in debt when taken private. Pro forma for the IPO will have about $2.6 billion in debt. So we've reduced debt about $100 million and decreased our net leverage ratio from approximately 5x to approximately 3.6x despite paying $750 million in dividends and investing $150 million in acquisitions. And so we've been here before. We're comfortable with our position, and we expect to continue deleveraging over the coming years. That confidence comes from our long history of generating $200 million to $300 million annually in free cash flow through both up and down economic cycles. We intend to deploy our cash strategically to create profitable growth and pay down debt. And underlying all of this is the company's proud reputation for ethics and ongoing commitment to integrity. With that background, let's turn to Slide 7, which summarizes our long-term financial targets. We expect our organic revenue growth to be in the mid-single-digit range over the long term. We will continue to focus on profitable growth and expect sales to be driven by global bandwidth demand and the realization of benefits from diversification across end markets and geographic regions. And as Eddie indicated, we believe we are early in a long-term cycle of LTE wireless spending. Since the take private, we have grown our adjusted operating margin nearly 500 basis points. And looking ahead, we expect to maintain our current level of performance through volume leverage, solution selling and disciplined cost control. We also expect adjusted net income to grow in the low double digits, and solid operating performance is further enhanced by meaningful reductions in interest expense as we pay down debt. Finally, we expect to extend our proven track record of strong cash flow generation over the coming years. With that, I will now discuss our third quarter performance, starting on Slide 8. Note that our sales and operating performance were consistent with the preliminary ranges provided in the recently filed prospectus. We posted sales of $888 million for the quarter, which was down about 1% year-over-year. Net sales were stable year-over-year excluding the impact of foreign exchange rates, which negatively affected sales by about $5 million. Modest year-over-year growth in our Wireless segment was offset by lower Broadband sales in essentially all regions. Enterprise sales were stable year-over-year. And on a regional basis, strong North American sales were offset by lower sales in the Central and Latin American and Asia Pacific regions. Orders in the quarter of $881 million were up 7% year-over-year with order growth seen across all segments. Our book-to-bill ratio in the quarter was 0.99x, which is typical as we move into the seasonally slower fourth quarter. Now let's turn to Slide 9 for an overview of our operating results in the quarter. We're pleased to report solid third quarter operating results. Operating income was $100 million compared to $73 million in the year ago quarter. Adjusted operating income, which excludes special items was down $3 million or 2% year-over-year to $162 million. The decline in adjusted operating income is attributable to the clients in the Broadband and Enterprise segments, driven primarily by lower sales volume and an unfavorable shift in mix. Interest expense increased $8 million in the quarter year-over-year to $54 million, primarily due to the issuance of the $550 million senior PIK toggle notes in May of this year. Our income tax expense in the quarter was $32 million. The adjusted effective tax rate in the quarter was 45% and it was unusually high due primarily to losses in certain foreign jurisdictions where the company did not recognize tax benefits. In contrast, for calendar year 2013, we expect our adjusted effective tax rate to be in the 38% to 39% range and continue to expect our long-term adjusted tax rate to be in the 35% to 36% range. We also expect our 2013 cash tax rate to be in the low 30s based on GAAP pretax income adjusted to include amortization of intangibles and asset impairment charges. For the quarter, we reported net income of $11 million or $0.07 per diluted share. The reported net income includes after-tax charges of $29 million from the amortization of purchased intangibles, $7 million for asset impairments, $4 million related to the net income tax valuation allowances, $3 million in restructuring costs and $6 million in other special items. Excluding these items, adjusted net income was $61 million or $0.38 of earnings per diluted share. I'll now discuss our 3 segments' performance in the quarter, starting with Wireless on Slide 10. As Eddie highlighted, we are the global leader in providing merchant RF wireless network connectivity solutions and small cell DAS solutions. Our solutions, which are marketed primarily under the Andrew brand, enable wireless operators to deploy both macro cell sites and small cell DAS solutions to meet 2, 3 and 4G cellular coverage and capacity requirements. Wireless segment sales increased 3% year-over-year to $553 million. The year-over-year increase was primarily driven by higher capital spending by U.S. wireless operators and sales to a major Middle Eastern wireless carrier. Wireless sales declined sequentially across most regions due to the timing of operator investment in network deployment and network optimization. Wireless adjusted operating income increased $16 million or 16% to $116 million. We are pleased with our Wireless adjusted operating margin of 21%, a 230 basis point improvement over the prior year. The improved performance primarily results from the increased level of sales, the benefit of cost reduction initiatives and a favorable change in the mix of products sold. North American wireless operator spending increased significantly beginning in the second half of 2012 as major operators began investing in the deployment of LTE networks. Operators continue to invest in their networks, and, we believe we are in the early innings of a global LTE investment cycle. We are also pleased with the ongoing performance of our small cell DAS solutions. As our customers address complex spectrum performance and site management issues, they have increasingly turned to CommScope. Customers understand that our sophisticated suite of connectivity solutions can help solve their most challenging RF communication requirements. Turning to Slide 11, I'll discuss our Enterprise segment. We're the global leader in enterprise connectivity solutions for data centers and commercial buildings. Our comprehensive solutions, sold primarily under the SYSTIMAX and Uniprise brands include optical fiber and Twisted Pair structured cabling solutions, intelligent infrastructure software, network rack and cabin enclosures, intelligent building sensors, advanced LED lighting control systems and network design services. Enterprise sales were essentially unchanged year-over-year, but declined 3% sequentially to $212 million. Adjusted operating income declined 19% year-over-year to $42 million, primarily due to unfavorable product mix, costs associated with the emerging markets sales initiatives and the impact of the iTRACS and Redwood acquisitions as investments are made to develop product offerings and integrate the acquired businesses. While video and data-rich applications continue to drive the need for additional bandwidth in buildings and advanced data centers, corporate IT investment continues to be cautious in the uncertain economic environment. Despite economic headwinds, we continue to be optimistic about longer-term Enterprise opportunities. Data center spending remains positive, and we believe our comprehensive connectivity and data center solutions, combined with our in-building cellular and intelligent lighting solutions uniquely position CommScope to benefit when IT investment improves. Now moving to Slide 12. Our Broadband segment is a global leader in providing cable and communications products that support the multichannel video, voice and high-speed data services provided by multiple system operators or MSOs. We believe we are the leading global manufacturer of coaxial cable for hybrid fibre coax networks globally and a leading supplier of fiber optic cable for North American MSOs. Broadband had a challenging quarter as sales declined 16% year-over-year and 6% sequentially to $125 million. Adjusted operating income in the quarter declined to $4 million. The Broadband segment is our smallest and most mature business, and performance continues to be challenged. We announced SG&A workforce reductions during the quarter in our Broadband group and anticipate other actions designed to return the Broadband segment operating margin to the low double digits. In addition, yesterday we announced to employees that we plan to close the Joliet, Illinois manufacturing operation and shift the production to existing facilities in North Carolina and to third-party suppliers to improve North American factory utilization. This action will impact approximately 200 employees and result in noncash asset impairment charges of up to $10 million and cash restructuring charges of approximately $15 million. We expect to substantially complete these changes by the second quarter of next year and expect $8 million to $10 million of annualized cost savings when complete. I'll now discuss cash flow and liquidity on Slide 13. In the quarter, CommScope generated $127 million of cash from operations and invested $12 million in capital expenditures. Cash flow from operations more than tripled year-over-year. Taking a longer view, we have generated nearly $350 million of free cash flow over the past 12 months as a result of our strong operating performance and disciplined capital spending. We paid cash taxes in the quarter of $19 million, compared to $21 million in the prior year. Cash paid for interest during the third quarter was $73 million and includes the semiannual payment on the 8 1/4% notes. We ended the third quarter with $312 million in cash and cash equivalents. And at September 30, we had availability under our credit facility of $329 million, which, combined with our cash balance, provides total liquidity of $641 million. Now let's move to Slide 14 to review our capital structure. Since going private in January of 2011, our net debt-to-adjusted EBITDA leverage ratio has declined from 5x to 4.1x. On October 30, we completed our IPO in which we issued 30.8 million shares of common stock. Funds affiliated with The Carlyle Group sold 7.7 million shares, reducing the Carlyle fund's ownership to approximately 78%. We raised approximately $433 million net of transaction costs from the IPO. And we intend to use the proceeds plus cash on hand to redeem $400 million of our 8 1/4% senior notes plus pay a redemption premium and accrued interest during the fourth quarter of 2013. Also in October, the company paid a Carlyle fee of approximately $20 million to terminate its management agreement. Pro forma for the IPO, our net debt-to-EBITDA was approximately 3.5x at September 30. And as a result of our IPO and debt reduction, both Moody's and Standard & Poor's upgraded their credit ratings on CommScope. I'll now turn to Slide 15 to review our outlook for the fourth quarter. As we look ahead to the seasonally slower fourth quarter, we expect revenue to be in the range of $800 million to $840 million. The range assumes continued North American Wireless spending and typical seasonality from our Enterprise and Broadband segments. We expect adjusted operating income of $125 million to $145 million and adjusted earnings per diluted share of $0.25 to $0.31 based on 182 million weighted average shares outstanding. Based on this guidance, our calendar year 2013 sales are expected to be $3.43 billion to $3.47 billion or up about 4% year-over-year at the midpoint of our guidance. Our calendar year 2013 adjusted operating income is expected to be $604 million to $624 million or up about 23% year-over-year at the midpoint of the guidance. And our adjusted earnings are expected to be $1.55 to $1.61 per diluted share based on 164 million weighted average shares outstanding. This calendar year 2013, adjusted earnings per share are expected to be up 33% over 2012, at the midpoint of our EPS guidance. And so with that, I will now turn the call over to Eddie to discuss CommScope's investment highlights.

Thank you, Mark. We believe that CommScope provides a unique opportunity to invest in a company at the crossroads of wireless, enterprise and essential physical layer infrastructure solutions. Slide 16 highlights the traits that make CommScope such a unique opportunity for you to be an investor. As we have mentioned, we serve attractive and growing end markets. We are the global leader in wireless, enterprise and broadband and have built leading commercial brands and strong global channels to the market. We have impressive global scale and reach with more than 20 manufacturing, distribution and R&D facilities around the world and over 12,500 dedicated employees. We are recognized for disciplined capital investment, operational efficiency and cost management. And finally, we have a seasoned management team with an exceptional track record of cash flow generation and debt reduction across all phases of economic cycles. Now we'll be happy to answer any questions you may have for us today. And with that, Jennifer, I'll turn it back over to you.

[Operator Instructions] And our first question comes from the line of Brian Modoff with Deutsche Bank.

The first question is just around visibility into Q4. How do you feel about visibility? You mentioned LTE, you mentioned wireless. Can you talk a little bit about each of the markets in terms of the quarter reach. You described your book-to-bill was around 1, how wireless will be the driver. And then in particular for Wireless, as you see operators like Vodafone starting to build out LTE in Europe, how can you -- how do you see that playing into your business in '14?

Okay, thanks. So that goes beyond the quarter. So we're -- I think we feel good about where we are relative to Q4. In Enterprise, the inventory or the channel is in a good position to generate near-term growth, we think. We still have economic conditions that we have to comply with. So all of that's contingent upon that. The buyers in Enterprise need to have confidence that the economy is going to turn, both in the short and long term. The Wireless remains, I think, robust in what we're seeing in the market. We are excited about what we hear out of Europe with Vodafone and others talking about a sooner build of LTE into those marketplaces. And as we serve the market globally, that's -- any place that's growing is good for us. And Broadband, I think, as Mark has said and I as well, we have taken actions to reduce costs to make sure that we're properly balanced to our revenue. We'll continue those actions and some of the ones that we announced yesterday will augment that to make sure that we can get back to historical levels of profitability.

And can you remind what are your targets for that? What is your target on the Broadband side in terms of profitability?

What we have said is double digit.

Historically, Brian, we have been in the low double-digit adjusted operating income margin range and we are committed to return the business to that level.

Looking across your adjusted operating income in each of the groups, you definitely did a little better than we were thinking on Wireless. You mentioned a little bit of that, but can you kind of run through why you saw kind of -- more of a 20 little -- about 20% operating margin. What drove that?

Volume is our friend, so that would be one driver. Our DAS business, as we said, continues to be a strong grower and outpacing the macro site builds that we see as a percentage of growth. So I think volume and the mix of products that we're selling would be the 2 main components.

And then looking across the geographies, how do you see Q4 shaping up on a geographic basis? There's certainly mixed picture out there from a macro standpoint. What's your view of the various regions? And how do you feel about visibility in each of them?

Brian, I don't think that we would expect major changes of where we sell in percentages. Those remain within 200, 300 basis points of being consistent over a longer period of time. I think, as you see into next year, if LTE does take off in Europe, that would be a positive indicator for that market. And as Enterprise, if we see the economic upturn, that would be an indicator for that across all markets. So I don't think we would see a huge shift in the percentages that you've seen.

And your next question comes from the line of Rod Hall with JPMorgan.

I just had a couple of things I wanted to check in with you on, I guess, first of all, maybe could you guys talk a little bit about the broadband margin and what the puts and takes within that were? I mean, is that mix-related? Or is there something else going on there? I wanted to circle back around to Brian's question on Wireless margins as well. I think you said one of the drivers was mix and you mentioned in your response to his question that DAS was better. But I just wanted to make sure I understood what the mix mechanics were in particular. What was better in the mix that helped the margins. And just try to get a handle on that. And then I've got a couple other questions, too, but I'll maybe let you get started on those two.

Sure. Well, I guess, generally, Rod, when we think about mix within Wireless, geographic mix would be one factor; and then from more of a product side, the more we can sell as a solution versus as a component. What we typically get -- there's greater value being added to the customer and we're able to benefit in that. So our small cell business has traditionally been sold as a solution. And so the more of that we see, typically, again as a solution sale, we get a little bit of tailwind from that. And then geographically, we have been a little bit stronger in North America and North American margins do tend to be modestly better than margins on the same sale outside the U.S. And then the shift to Broadband -- that covers your question on Wireless, margins were low. Revenue was down in the mid- single or mid-double digits, 15%, 16% decline over last year. As we have discussed here over the past period of time, we do see some pricing pressure in the U.S. in that business. And there are investments that we are making in some new technologies that have yet to get full legs under them. And so while we understand those things, we are very much committed to returning that business as we had talked, to the low double-digit operating income margin. We took a series of actions during the third quarter. We announced another yesterday. And that business will return to low double-digit margins.

All right. A couple other, I guess, mechanical questions for you. On the FX impact on sales, could you just help us understand the mechanics there? How do we anticipate what that impact may be from one quarter to the next? Can you -- just give us some idea on the currency exposure. And then, I also wanted to see if you could just comment on the timing of that $15 million cash restructuring charge? Is it -- I know you're going to complete by Q2. Is most of it coming Q4? Just help us understand how that spreads over the next few quarters?

Yes, sure. It will begin in the fourth quarter, Rod. The majority of that cash will be spent in the first half of next year.

Okay. And is it mostly in Q1, Mark? Or is it evenly spread over the first couple of quarters?

It will be more evenly spread over the first 2. It will occur as employees come off roll, as business is transitioned from our Illinois manufacturing plant to the North Carolina facilities and that is expected to transition over the next 7 to 8 months.

Okay...

Whether it'll be an exact 50% in each of the first 2 quarters, it'll be fairly close to that. And then from an FX standpoint, there were 3 currencies that impacted us primarily in the third quarter out of Australia, India and Brazil. As you know, those currencies all moved quite rapidly toward the tail end or the second half of the third quarter. Typically, when we look historically over the long haul, if we see much more than a 1% movement in FX impact on sales, either up or down, that would be outside the norm. But as those 3 currencies did move in a more dramatic fashion, we did see a little bit more pressure in the third quarter.

And your next question comes from the line of Amir Rozwadowski with Barclays.

Phil, just wanted to touch base a bit on sort of your longer-term targets here. Previously, obviously, there was a number of moving pieces when it comes to the various businesses that you got exposure to. Just trying to understand the dynamic of sort of your mid-single-digit organic sales growth outlook. I mean, is that something that you believe that you can deliver on sort of steadily going forward? Or do we expect some level of fluctuations on a year-by-year basis?

Yes, I think we've framed it up, Amir, in terms of a long-term target. As you know, our Wireless business is about 60% of the total company. And that does tend to be driven a little bit more by waves of technology than by seasonal patterns or run rate-type business. And that also speaks to the, what we believe, is the power of diversification within the company. Our Broadband business is small. It's a maintenance business. Enterprise is looking for a little bit of a lift from macroeconomic conditions to complement some of the new technologies that we have invested in. But longer term, we do expect to grow the bottom line faster than the top. And while the growth in the mid-single digits won't be exactly linear, in large part influenced by Wireless, we are optimistic here over the coming periods.

Great. And then if I can drill down a bit on the Wireless business. I mean, clearly, near-term trends seem to be quite favorable, particularly in the U.S. market where we've seen a lot of the carriers opting to upgrade their networks at a pretty robust rate. I was wondering what you guys are seeing in terms of the U.S. market in terms of demand environment and how you expect that to proceed, perhaps not just in the fourth quarter but going into 2014?

I think, as I said earlier, Amir, it is still robust and that's good. We have said publicly we expect that business to moderate over time, certainly driven by the deployment of 2 of the largest carriers here. Remember, 2 of them still have a lot of work yet to do and then there's capacity for all of them that is coming. So we expect that to fluctuate over time. We're optimistic about what we read and the conversations we have with our carriers in Europe as to what their plans may be. We believe that we sell to every carrier in the free world. So it's -- we have a lot of diversity there and lot of beta [ph] in what moves around. So we're well-positioned in every market that we serve generally from a Wireless standpoint and we think it's got a great future.

That's very helpful. And then if I may, you had highlighted in your prepared remarks discussions as to what's changed with CommScope prior to being taken private and where we stand today. I was wondering if you could give us a little bit more color on the competitive landscape and how that's evolved? As you mentioned, you sell to most of the folks in the free world. And so just trying to understand sort of the competitive dynamics and how you feel about that aspect of your business today?

Okay. In Wireless, I guess, to your question, not everybody that was here in 2011 is still here. We think that's to our benefit. So we believe that part of our growth and ability to serve customers has been driven by some of that. We also talk about we only sell products and solutions where we make money in this business. So there are certain markets that we will purposely be more deliberate in how we go to market in them. We -- in lower-cost environments, so that's something that we also look. The small cell business, we talked about growing faster than the macro cell. And also we've talked publicly about solution selling, and I think the relationship we have with Ooredoo is a great demonstration of what we're doing on solution selling as opposed to just selling bits and pieces in a macro environment.

And your next question comes from Mark Delaney with Goldman Sachs.

I was hoping to start if you guys could talk a little bit more on the Enterprise segment. As you guys talk to your channel partners and then also evaluate the market, I know there's some new products that you guys have that you're introducing into the market. I know you're just hoping to do more with things like in-building, cellular and you could maybe help us understand what some of the drivers are in that segment as we look longer term?

Well, we think we're tremendously excited because 2 of our -- the 2 segments, Wireless and Enterprise, and the interaction we think that they're going to have -- the closer interaction that they're going to have over the coming years, BYOD is going to be a huge driver of that. And the ability of people to have seamless coverage transitioning from indoors and outdoors and back again, we think will be a driver. We have -- I think you know we have over 400 salesmen in our Enterprise business who have great connections with the Enterprise customer. Selling the Wireless technology into that market, we think, we're well-positioned to do that across the globe. Because these salesmen are everywhere. So we're excited as to how that's going to evolve.

That's helpful. For my next question, I know you guys already talked a little bit about some of the cost reduction efforts that you've taken in the Broadband segment. I think, just at a higher level for the whole company, there are always low cost reduction initiatives and other things that you guys do on a regular basis in order to bring down costs and I wanted to see if you're still progressing on track with those plans?

Yes, it's a continuing exercise for us. And you never like to do what we did yesterday, but it's just a necessary thing for the health of the company. It's going to strengthen both Wireless and our Broadband business with consolidation of this factory into our cable factory here in North Carolina. And we have other initiatives that are in planning stages that will happen over the course of -- over the course of time. It's something that we have done historically and still have the ability to serve the customers globally in a big way. And as our market shifts from place to place, we'll have to evolve to cover those markets.

Okay. And then just for my final question, can you guys remind us what the minimum amount of cash you need to have on the balance sheet is? And then how should we think about the pace of deleveraging as we look out into 2014?

Yes, sure. What -- how we gauge that, Mark, is broadly in the range of $125 million. In a perfect world, it's about $25 million in the U.S. and about a $100 million outside U.S. And then where the cash is, in fact, actually geographically located, repatriating can take a little time to move it to the right spots. And then, from a deleveraging standpoint, we don't have a finite target, but we think about it this way. If we took today's rate of free cash flow generation, which is very consistent with what our long-term averages have been. And if we invest every $1 of free cash generated into deleveraging, within about a good 2-year period, we can be deleveraged to about 2x level. Now we also have opportunities in organic growth that we balance that against the deleveraging. But you will see us, of course, pay down $400 million of the 8 1/4% notes within the next couple of weeks and then we also plan to pay down additional debt beginning later in the fourth quarter as we begin a steady pattern of paying debt down.

And your next question comes from the line of Jess Lubert with Wells Fargo.

Couple of questions on the Wireless business. You seem fairly optimistic regarding the potential to see healthy Wireless spending tied to global LTE initiatives. However, with several of the large North American coverage rollouts likely to wind down and shift to capacity and densification efforts relatively soon, I'd be curious to understand how your opportunity surrounding coverage build-outs versus capacity or densification investments changes? And what that might mean for the business as we go into 2014?

Okay, Jess, this is Eddie. We support both sides of the market in the macro, whether it's coverage or capacity. We do believe that on a coverage basis, the 2 largest carriers have done a lot. We think they have a bit yet to go. And we know that the capacity issue is going to be something they're going to be very mindful of to make sure that they have happy customer experiences as people are using their cellular devices. It's changed a lot from just being a voice device to being tablet data-driven. So it's something that is at the top of their mindset. I think one of the things that's changed over the last few years is we have conversations with these customers about where the drivers of their new technology needs are going to be, and we think that we have products and solutions that will meet those needs going forward. So we're not, while we have used the word moderated as opposed in North America, we don't expect this business to have a significant downturn. We do think that spending of the other carriers is going to continue and at a fast pace. As North America -- this is the first time North America has been a leader in the technology deployment. So I think we're excited about -- as I said earlier, we're excited about what we hear from the European carriers. And it's only going take one material start to get all the competitors in the same bucket. So we think that's going to be a good market for years to come for us.

So Eddie, maybe following up on that. How important is it that we see some of the international operators really starting to move forward on their LTE initiatives in order for the company to hit your wireless growth targets next year? Is international really the growth driver on the Wireless side? Or do you still see some growth opportunity in North America? And how are you thinking about the dynamics international versus North American in the Wireless business in '14?

LTE is not the only technology out there. The majority of the world is still on 3G, some still on 2G. So we support all those technologies. Many of the deployments that we're doing today in emerging markets are very highly technical 3G deployments. So that's good for us as well. So we're not just a one-technology company. We serve all those technologies. We're better positioned in those technologies than anybody -- we believe than anybody in the competitive base that we see. And we can sell everything in the macro environment except the radio. That's not a business that we're in nor is it a business that we intend to be in. So we think we are well-positioned regardless of what the technology is. 4G LTE gets a lot of talk because it's the newest thing. It's going to be a growth engine over a period of years. These periods are more generational or decade-long kind of build-outs and we're in the very early stages of a global build-out with only North America really being the significant deployment vehicle.

And then maybe just the last one from me, but -- how much of your business comes from the U.S. federal vertical? Do you have any visibility there? And with respect to some of the cautious comments on Enterprise spending, how much of that is directly related to fed?

It's maybe 10% of our Enterprise business. It's not the key driver of what that business is. It's good business to have and we have supported that business. It is slower today. But we're excited about it. I think we see growth in the financial vertical, which was slow for a long time and it's coming back. We talked to our business partners there. We talked to our distribution partners. We think we have fared better than others in this stagnation of the enterprise marketplace. And given what I said earlier in the comments, about where we are, we're channeling the inventory. We're excited about that, it's in good position. And we think in the short term, we're going to see some pickup there.

Then just to follow up on your Q4 outlook. Are you assuming any improvement in federal spending there?

Not in any material way, Jess.

Your next question comes from the line of Matthew Hoffman with Mizuho.

Another question on your outlook. As you look at that plus 7% year-on-year order commentary versus the down year-on-year top line guided midpoint for 4Q, is there something we should consider about the structure of the order book, something which maybe suggests that the business might be skewed toward the first half of '14? Or are you thinking there might be some cautious operators that are creeping in here at the end of '13?

Well, Jess -- I'm sorry, Matthew, when you look at the book-to-bill at 0.99 overall, that was broadly in line with seasonality. From a backlog standpoint, we're carrying approximately the same number of weeks of backlog as we do on average. It is heartening for us to see the order rate tick up. Again, it's comparable to last year's kind of the dichotomy between the first half and the second half. And so the comparisons there, we do have a lead lag factor, of course, between orders and shipments. Our small cell DAS business, as we had mentioned earlier, is growing faster than the macro side right now. Typically, there are longer lead times in that part of the Wireless business. And so I think there's a series of factors that would influence that. But overall, we are seeing healthier order rates and that does give us encouragement around our fourth quarter outlook.

Great. And then one quick housekeeper on share count. You guided to 182 million for the fourth quarter. I assume that's an average for the entire fourth quarter?

It is.

And can you give the share count today, and is it going to be around the 185 million or 186 million level?

Yes, today it is around 185 million. And to your point, 182 million is the average for the fourth quarter given the October 30 completion of the IPO.

And your next question is from Steven Fox with Cross Research.

So just following up, first of all, very quickly on that. The 185 million count doesn't include the greenshoe, is that correct?

That's correct. That is using shares that are outstanding currently.

Okay. And then just my bigger picture questions. Looking at the margin targets sort of stable margins, is it fair to assume that the margins that you're going to put up for this year on a quarterly basis is a fair reflection of seasonality from a profitability standpoint, mix, et cetera? And then is there -- I know you're talking about stable margin, but is there any leverage opportunities besides what you've talked about in the Broadband business can possibly improve margins over the long term?

Sure, I guess maybe a couple of questions within that Steven. But yes, our margins -- operating margin rates by quarter, of course, will be influenced by seasonality and volume being the biggest driver of that. Long term, we do have assumed in our long-term stabilization margins a return of Broadband margins to the low double-digit range. So that's already assumed in those margins. But as far as opportunities go, geographic mix and product mix do present opportunities relative to impact on our long-term outlook on margins.

Steve, we make about 85% of what we sell and volume in the factories even with minimal increases above certain level are meaningful to us.

Great, that's helpful. And then just one last question from me, just on the Broadband segment. You obviously made a lot of improvements in the business overall over the last few years. But it seemed that from our product portfolio standpoint, you've seemed to stand pat in terms of Broadband and there's been a couple of companies' broadband -- Belden and Amphenol, that have sort of gone into other broadband components. Just curious as to how your product portfolio looks to you, whether you would consider sort of expanding that portfolio going forward? Or do you feel comfortable with what you have?

I think that we're open to investing in any of the 3 segments. I think in Broadband, which we define as more maintenance today, it needs certain things to happen in the residential construction environment to see material growth there. We'd have to be maybe more selective as to what we would look at. So -- but we would consider investments across-the-board.

One clarification, the greenshoe does not affect the share count because those shares would not go to CommScope. Just wanted to clarify that for folks.

And at this time, we do have time for one more question. And our last question comes from the line of Shawn Harrison with Longbow Research.

Couple of questions just on margins, getting back to each of the segments. Broadband getting to that double digits. It looks as if post the restructuring some of these actions maybe you'll be mid to high single digits. Do you have a time frame, is it the end of '14, is it '15 where you think you would get into double digits? The second question would be on Enterprise. I believe the commentary mentioned that you've got some investments going on right now plus the M&A headwinds. When do you think those would ease and you would get back to a normalized target? And then finally, just if I caught this right, profitability in Europe in terms of the Wireless business is less than North America. So if would you see LTE take off, you'd see margin compression. Maybe you could just talk about that a bit?

Sure, let me touch on the first one Shawn. The announcement that we made yesterday relative to consolidating North American cable manufacturing operations, we expect to have that substantially complete in the second quarter of next year. And so that would in turn impact Broadband margins. And so on a run rate basis, we would anticipate being at that level within Broadband by about that point in time. With respect to enterprise, the impact of new acquisitions, Eddie was going to comment on that. And then let me just take your third question. The difference in geographic margins is not between the U.S. Between Western or developed countries and emerging markets is a little bit more where you might see that. But there's not the meaningful difference between the U.S. and Western Europe as far as margin rates.

The Enterprise, the 2 businesses that we bought there are small. I think they were more, I guess more venture capital-oriented kind of businesses at the time of acquisition. They need some help and nurturing. We're providing that for them. We think they have a very long-term positive impact. It's already changed the discussions that we have with our customer base to have software-based technology. And we think that they will be a contributor to growth in '14, both top and bottom line.

Okay. And then just maybe if I could follow-up on the Broadband again. The comment was pricing pressure in the business. If you talk to one of your largest competitors, they talk about pricing pressure from everywhere. I don't know if you think once you restructure that business there's an opportunity to raise pricing, but maybe just the pricing environment as we look out 6 to 12 months within Broadband, can it move favorably?

All things are possible. And I think no one's ever the one to admit that they are the price leader in dropping prices. We don't believe we are. And we think it is a more challenging market from a pricing standpoint than our other businesses. It lends itself to imports greater than the other businesses do. So we're going to get our price where our cost, where it needs to be, so that we can sustain the margins that we've talked about before at the prices that we're at today. And as they might improve, then we'll see expansion from that point in time. Okay. we appreciate the good questions from all of you, and look forward to talking to you in another quarter. We're excited about being back. And it is good to hear from some of our friends from the past. Thanks a lot.

Thank you. This does conclude today's conference call, and you may now disconnect.