Mark Olson
Analyst · Jess Lubert with Wells Fargo
Thanks, Jennifer and good morning, all. Let’s turn to slide four for a summary of our second quarter. Sales in the quarter were consistent with our guidance, up 5% sequentially to $867 million, but down 19% year-over-year from the unusually robust second quarter of 2014. Growth in the Broadband and Enterprise segments was offset by lower North American Wireless sales. Additionally, foreign exchange rate changes had a negative impact of approximately 3% in the quarter compared to the prior-year period. Orders were $844 million during the second quarter, which provided a book-to-bill ratio of 0.97 times. GAAP operating income for the quarter rose 18% sequentially to $109 million but declined 46% year-over-year. Adjusted operating income, which excludes the amortization of purchased intangibles, costs associated with BNS acquisition and other special items was $176 million, up 12% sequentially but down 32% year-over-year. For the quarter, the Company reported net income of $46 million, an increase of 63% year-over-year. Excluding special items, non-GAAP adjusted net income was $95 million or $0.49 per diluted share, which was consistent with our guidance for the quarter. Our operating performance declined year-over-year due to weaker North American Wireless results partially offset by revenue growth and margin expansion in both the Broadband and Enterprise segments. I'll now discuss each of our three segments’ second quarter performance starting with the Wireless segment on slide 6. In Wireless, we are the global leader in merchant RF wireless network connectivity solutions, metro cell solutions and small cell DAS solutions. Our solutions which are marketed primarily under the Andrew brand enable wireless operators to deploy macro and metro cell sites and small cell DAS solutions to meet 2G, 3G and 4G cellular coverage and capacity requirements. Wireless segment sales rose modestly sequentially to $515 million but declined 29% year-over-year from the unusually strong second quarter of 2014. The year-over-year decrease was primarily due to lower spending by certain North American wireless operators. Foreign exchange rate changes also negatively affected Wireless sales by 5% in the second quarter of 2015 compared to the prior-year period. Wireless sales were lower in the Europe, Middle East and Africa region, partially offset by higher organic sales in the Central and Latin America, and Asia Pacific regions. Our Alifabs acquisition, which was completed in July of last year, contributed approximately $9 million of incremental sales during the second quarter. In the quarter, Wireless adjusted operating income was $103 million or 20% of sales. We are pleased with 20% adjusted operating margin despite the mix shift towards international sales and what we believe are trough spending levels at a certain domestic wireless operator. As we have previously highlighted, extraordinarily strong North American sales in the first half of 2014 were an anomaly. Based on current wireless operator spending expectations, we believe that the third quarter 2015 performance will be consistent with the second quarter of 2015. We continue to expect the second half of the year to strengthen over the first half but only modestly. However, we expect longer term demand for our Wireless products to be positively affected by wireless coverage and capacity expansion in emerging markets, and increased spending on network densification in developed markets. Moving to slide 7, I will discuss our Enterprise segment. We are the global leader in enterprise connectivity solutions for commercial buildings and data centers. Our comprehensive solution sold primarily under the SYSTIMAX and Uniprise brands include optical fiber and twisted pair structured cabling solutions, intelligent infrastructure software, network rack and cabinet enclosures, intelligent building censors, advanced LED lighting controlled systems and network design services. Enterprise sales increased 5% sequentially and 2% year-over-year to $222 million. Sales increased year-over-year primarily driven by strong sales of data center fiber solutions and growth in the Asia Pacific, and Europe, Middle East and Africa regions, partially offset by a modest decline of sales in North America. Foreign exchange rate changes had a negative impact of approximately 1% on Enterprise segment sales for the second quarter of 2015 compared to the prior year period. In the quarter, enterprise adjusted operating income increased 27% year-over-year to $55 million or 25% of sales. The increase is primarily due to higher fiber sales and lower material costs. We are pleased with another solid enterprise performance and are proud of our position in the market. We remain confident in our long-term growth opportunities and we believe will be enhanced by the BNS acquisition, which provides us with a robust fiber portfolio that will enable us to offer broader solutions to better serve our customers. I will now turn to slide eight to discuss our broadband segment. We are a global leader in providing cable and communications products to 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 fiber coaxial networks and a leading supplier of fiber optic cable for North American MSOs. Broadband sales increased 11% sequentially and 6% year-over-year to $131 million. Sales increased year-over-year primarily due to increased investment in North America as cable operators continue to expand fiber technology further into their networks to increase the quality of video and broadband offerings. This growth was partially offset by lower sales in the Central and Latin America region. Foreign exchange rate changes had a negative impact of approximately 1% on broadband segment sales in the second quarter of 2015 compared to the prior year period. In the quarter, broadband adjusted operating income increased meaningfully year-over-year to $17 million or 13% of sales. Adjusted operating income increased primarily due to higher sales volumes lower material costs, favorable product mix and the benefit from ongoing focus on cost management. Our broadband team delivered another strong quarter. We expect demand for our broadband segment products to continue to be influenced by competition among service providers, ongoing maintenance and upgrade requirements and activity in the residential construction market. Additionally, we believe the BNS business will further strengthen our broadband business by providing leading fiber to the x technology. While we are very pleased with broadband’s profit improvement, we do expect a greater impact to sales related to product pruning in the second half of 2015, but continue to expect to manage the business at double-digit adjusted operating margins. Next I will discuss cash flow and liquidity on slide 10. During the second quarter, CommScope generated $72 million in cash from operations, invested $9 million in capital expenditures, net of spending related to the BNS integration and paid $12 million in transaction and integration costs primarily related to our planned acquisition of the BNS business. We expect to generate cash from operating activities for the remainder of the year. Adjusted free cash flow for the 12 months ended June 30, 2015 was $393 million, which was positively impacted by the timing of interest payments. We ended the quarter with $793 million in cash and cash equivalents and had availability under our credit facility of $319 million, which combined with our cash balance provided total liquidity of over $1 billion. On slide 11, I'll discuss our capital structure. During the second, we raised an incremental $2.75 billion to finance together with cash on hand, our planned BNS acquisition. The financing is made up of $1.25 billion 7.5 year term loan at LIBOR plus 300 basis points with a 75 basis point floor and $1.50 billion of 10-year senior unsecured notes at 6%. Additionally, we refinanced a portion of our existing term loans with new $500 million five-year senior secured notes at 4.375%. We are very pleased with the attractive rates we obtained and significant flexibility this long-term capital structure affords us. Finally, I will cover our outlook on slide 13. Our guidance excludes the impact of the planned acquisition, amortization of purchased intangibles, restructuring costs, transaction and integration costs and other special items. Our third quarter outlook assumes relatively stable business conditions. And for the third quarter, we expect revenue of $850 million to $900 million, adjusted operating income of $160 million to $180 million and adjusted earnings of $0.45 to $0.50 per diluted share. Because we have not yet seen tangible signs of increased spending by certain North American wireless carriers, we assume revenue will follow normal seasonal trends in the fourth quarter. As a result, on a stand-alone basis, we expect full-year 2015 earnings of $1.80 to $1.90 per diluted share, assuming stable business conditions. We intend to provide combined company guidance for the fourth quarter, following the close of the BNS acquisition, which as Eddie will discuss, is expected within the next few months. We also plan on giving a full review of the combined company at a Company-hosted Analyst Day in early 2016. With that, I’ll turn the call over to Eddie to discuss the planned acquisition progress and thoughts on the quarter before the operator opens the call for Q&A. Eddie?