-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tu1G1mgbFmTtBiLtpuV0yjRpdtYYhCdtXCOWeHylzXp5ECRha1GLmB+bNpg4gt/l keDOawg/1aZcpnLLpe7WUA== /in/edgar/work/0000950130-00-006137/0000950130-00-006137.txt : 20001116 0000950130-00-006137.hdr.sgml : 20001116 ACCESSION NUMBER: 0000950130-00-006137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001114 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTERNA CORP CENTRAL INDEX KEY: 0000030841 STANDARD INDUSTRIAL CLASSIFICATION: [3825 ] IRS NUMBER: 042258582 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-07438 FILM NUMBER: 770611 BUSINESS ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 BUSINESS PHONE: 6172726100 MAIL ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 FORMER COMPANY: FORMER CONFORMED NAME: DYNATECH CORP DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2000 Acterna Corporation (Exact name of registrant as specified in its charter) Delaware 000-07438 04-2258582 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) 3 New England Executive Park, Burlington, Massachusetts 01803 (Address of principal executive offices, including zip code) Registrant's telephone no., including area code: (781) 272-6100 Item 5. Other Events. ------------ Attached hereto as Exhibit 99 is a press release concerning certain financial information of the Company. Item 7. Exhibits. -------- Exhibit 99. Press Release of the Company dated November 14, 2000. 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. ACTERNA CORPORATION (Registrant) Date: November 15, 2000 By: /s/ Mark V.B. Tremallo ------------------------------------------ Name: Mark V.B. Tremallo Title: Corporate Vice President, General Counsel and Secretary EX-99 2 0002.txt PRESS RELEASE OF THE COMPANY DATED 11/14/00 EXHIBIT 99 Acterna Corporation Reports Second Quarter Earnings Burlington, Massachusetts, November 14, 2000 - Acterna Corporation (Nasdaq: ACTR), formerly Dynatech Corporation, the world's second largest provider of products used to test and optimize communications networks, reported its results for its second fiscal quarter ended September 30, 2000. Pro forma net sales from continuing operations for the second quarter of fiscal 2001 of $313 million increased 23 percent from $255 million for the same period last year. Pro forma EBITA was $40 million including one-time integration expense of $6 million, which compared to $42 million a year ago. For the first half of fiscal 2001, pro forma net sales from continuing operations were $610 million, a 30 percent increase from $468 million for the same period a year ago. Pro forma EBITA of $72 million, which includes one-time integration expense of $10 million, increased 16 percent from $62 million a year ago. Pro forma net sales of communications test products in the second quarter of $285 million, which accounted for 91 percent of total pro forma net sales, increased 24 percent from $230 million in the prior year due to growth of optical transport, cable networks, and telecommunications systems and software products. Sales of optical transport ($99 million), cable networks ($43 million), and telecommunications systems and software ($23 million) products increased 118 percent, 44 percent, and 37 percent, respectively, from the same period a year ago. Similarly, for the first half of fiscal 2001 pro forma net sales of communications test products of $555 million, or 91 percent of total pro forma net sales, grew 32 percent from the same period last year on the strength of optical transport, cable networks, and telecommunications systems and software products. Six-month sales of optical transport products of $186 million increased 121 percent. Cable network product sales of $83 million grew 45 percent. Sales of telecommunications systems and software products increased 40 percent to $47 million from the same period a year ago. Sales of the aforementioned products represented 57 percent of total communication test sales, or $316 million, compared to 42 percent of total communication test sales, or $175 million, in the same period a year ago. The company's pro forma results referred to above have been restated to reflect all acquisitions and divestitures, including the acquisition of Wavetek Wandel Goltermann, Inc. in the first quarter ended June 30, 2000, and the acquisition of Cheetah Technologies in the second quarter ended September 30, 2000. Pro forma EBITA referred to above excludes the effects of acquisition related charges, amortization, and recapitalization and other related costs. On an as-reported basis, second quarter sales were $305 million versus $104 million a year earlier. The reported net loss for the second quarter of fiscal 2001 was $50 million or a loss of $.27 per share on a fully diluted basis, compared to net income of $10 million or $.06 per share on a fully diluted basis for the same period a year ago. First-half net sales on an as-reported basis were $513 million versus $195 million a year earlier. The reported net loss for the first half of fiscal 2001 was $133 million or a loss of $.75 per share on a fully diluted basis, compared to net income of $12 million or $.09 per share on a fully diluted basis for the same period a year ago. During the second quarter, the company completed the acquisition of Cheetah Technologies, Inc., a leading provider of broadband network management systems sold to cable TV network operators around the world, for a purchase price, including assumed liabilities, of $165 million. About Acterna Corporation: Acterna Corporation is the world's second largest developer, manufacturer and marketer of instruments, systems, software and services to test, deploy, manage and optimize communications networks, equipment and services. With approximately 5,000 employees and a local presence in more than 80 countries, Acterna offers a broad range of products that test and manage the operational performance of converged networks, including optical transmission systems, data services, voice services, wireless services, cable services and video delivery. The company also supplies in-flight passenger information systems and video color correction systems through its AIRSHOW and da Vinci Systems subsidiaries. Additional information about the company is available at www.acterna.com. This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company's current judgment on certain issues. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors which could cause actual results to differ materially are described in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. Contact: Allan M. Kline or Steve Cantor, Acterna Corporation, 781-272-6100 Acterna Corporation Pro forma Sales and EBITA (Operating Earnings Before Interest, Taxes, and Amortization) (Unaudited) Excluding In-process R&D, Inventory step-up, Amortization of Unearned Compensation, Amortization of Intangibles, Recapitalization and other related costs
In thousands of dollars - ------------------------------------------------------------------------------------------------------------ Three Months Ended Six Months Ended - ------------------------------------------------------------------------------------------------------------ Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999 - ------------------------------------------------------------------------------------------------------------- Net sales $313,137 $255,449 $609,553 $467,859 - ------------------------------------------------------------------------------------------------------------- EBITA $40,432 $41,767 $72,380 $62,308 - ------------------------------------------------------------------------------------------------------------- Pro Forma Only, See Notes Below - -------------------------------------------------------------------------------------------------------------
The above pro forma amounts for the quarter ended September 30, 2000 have been adjusted to eliminate charges on a pretax basis of $6 million for purchased in-process R&D, $26 million in inventory step-up charges, and are before amortization of unearned compensation and intangibles. The above pro forma amounts for the six months ended September 30, 2000 have been adjusted to eliminate charges on a pretax basis of $56 million for purchased in-process R&D, $35 million in inventory step-up charges, and $9 million of recapitalization and other related costs, and are before amortization of unearned compensation and intangibles. The above pro forma amounts include one-time integration expense ($6 million and $10 million for the three months and six months ended September 30, 2000, respectively) which relate to rebranding, severance, and additional consultants hired for the integration of Wavetek Wandel Goltermann, Inc. (WWG). In the prior year, the pro forma results for the quarter ended September 30, 1999 have been adjusted to eliminate a restructuring charge of $2 million, a recapitalization and other related charge of $1 million, and a charge for amortization of unearned compensation of $400 thousand. The pro forma results for the six months ended September 30, 1999 have been adjusted to eliminate a restructuring charge of $2 million, a recapitalization and other related charge of $14 million, and a charge for amortization of unearned compensation of $1 million. The above pro forma financial information has been restated to include the results of WWG, which was acquired on May 23, 2000, Cheetah Technologies, which was acquired on August 23, 2000, and certain other acquisitions as if these acquisitions had occurred at the beginning of the respective fiscal periods. Similarly, the pro forma information excludes the results of DataViews Corporation, which was divested in June 2000, and certain other divestitures. Prior period pro forma amounts have been restated and adjusted on a consistent basis. The following condensed consolidated statements of operations are reported on a historical basis. Acterna Corporation Condensed Consolidated Statements of Operations (Unaudited) In thousands of dollars, except per-share amounts
Three Months Ended Six Months Ended Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999 ------------------------------------------------------------------ Net sales $305,210 $103,789 $513,381 $194,583 Cost of sales 141,050 34,115 230,658 64,872 --------- --------- --------- --------- Gross margin 164,160 69,674 282,723 129,711 Selling, general & admin. expense 115,523 34,123 189,930 65,635 Product development expense 38,672 13,194 64,883 25,338 Recapitalization and other related costs -- -- 9,194 13,259 Purchased incomplete technology 6,000 -- 56,000 -- Amortization of intangibles 30,763 763 43,642 1,479 --------- --------- --------- --------- Total operating expense 190,958 48,080 363,649 105,711 --------- --------- --------- --------- Operating income (loss) (26,798) 21,594 (80,926) 24,000 Interest expense (27,121) (12,592) (45,793) (25,440) Interest income 1,111 601 1,708 1,300 Other income (expense) (1,365) 15 (2,684) (24) --------- --------- --------- --------- Income (loss) from continuing (54,173) 9,618 (127,695) (164) operations before income taxes and extraordinary item Provision (benefit) for income taxes (3,784) 3,976 (5,571) 260 --------- --------- --------- --------- Net income (loss) from continuing operations before extraordinary item (50,389) 5,642 (122,124) (424) Discontinued operations: Operating income, net of income tax provision of $2,625 and $7,818, respectively -- 3,924 -- 12,541 --------- --------- --------- --------- Net income (loss) before extraordinary item (50,389) 9,566 (122,124) 12,117 Extraordinary item, net of income tax benefit of $6,603 -- -- (10,659) -- --------- --------- --------- --------- Net income (loss) $(50,389) $9,566 $(132,783) $12,117 ========= ========= ========= =========
Acterna Corporation Condensed Consolidated Statements of Operations (Unaudited) In thousands of dollars, except per-share amounts
Three Months Ended Six Months Ended Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999 -------------- -------------- -------------- -------------- Income (loss) per common share - basic Continuing operations $(0.27) $0.04 $(0.69) $0.00 Discontinued operations -- 0.03 -- 0.09 Extraordinary loss -- -- (0.06) -- ----------- ----------- ----------- ----------- Net income (loss) per common share - $(0.27) $0.07 $(0.75) $0.09 =========== =========== =========== =========== basic Income (loss) per common share - diluted Continuing operations $(0.27) $0.04 $(0.69) (0.00 Discontinued operations -- 0.02 -- 0.09 Extraordinary loss -- -- (0.06) -- ----------- ----------- ----------- ----------- Net income (loss) per common share - $(0.27) $0.06 $(0.75) $0.09 =========== =========== =========== =========== diluted Weighted average number of common shares: Basic 189,003 147,841 177,279 147,532 Diluted 189,003 158,552 177,279 147,532 =========== =========== =========== ===========
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