-----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, K9JfsR2rzj+cSoXD1h1C4SSyQnegKFgT5QjG8RP0BbXo2+XOQ6R6dj+Ah1KmBP4G HUXpcdPSWlKd8IZ916iHKw== 0000950130-02-005449.txt : 20020801 0000950130-02-005449.hdr.sgml : 20020801 20020801145719 ACCESSION NUMBER: 0000950130-02-005449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020731 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTERNA CORP CENTRAL INDEX KEY: 0000030841 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042258582 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12657 FILM NUMBER: 02717271 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 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2002 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 Employee incorporation) Identification No.) 20410 Observation Drive Germantown, Maryland 20876 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (301) 353-1550 Item 7. Financial Statements and Exhibits. Exhibit 99.1: Press Release, dated July 31, 2002, entitled "Acterna Corporation Reports First Quarter Results," which release is furnished but not filed as part of Item 9 of this report. Item 9. Regulation FD Disclosure. Attached hereto as Exhibit 99.1 and furnished but not filed is a press release entitled "Acterna Corporation Reports First Quarter Results." SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACTERNA CORPORATION Date: July 31, 2002 By: /s/ John D. Ratliff -------------------------- Name: John D. Ratliff Title: Corporate Vice President and Chief Financial Officer EX-99.1 3 dex991.txt PRESS RELEASE DATED JULY 31, 2002 EXHIBIT 99.1 PRESS RELEASE For Immediate Release ACTERNA CORPORATION REPORTS FIRST-QUARTER RESULTS GERMANTOWN, MD--July 31, 2002--Acterna Corporation (Nasdaq: ACTR), the parent company of Airshow, Itronix Corporation and da Vinci Systems, reported its results for the first quarter of fiscal 2003, ended June 30, 2002. On June 14, 2002, Acterna announced a definitive agreement to sell Airshow to Rockwell Collins for $160 million in cash. The financial results for Airshow for the fiscal 2003 first quarter are shown on one line as discontinued operations on the profit and loss statement, and as discontinued operations held for sale on the balance sheet. The results of Airshow are excluded from all other lines in the profit and loss statement and balance sheet. Net sales for the first quarter of fiscal 2003 were $170 million, down 50 percent from the same period last year. Net sales were down 47 percent from $321 million on a pro forma basis (which adjusts for acquisitions and dispositions) for the same period last year and 13 percent sequentially. Including Airshow revenue for the quarter, the total company sales were $186 million, within the range of guidance provided in May. Net sales of communications test products were $136 million, which compared to $277 million for the same period last year and $147 million in the fourth quarter of fiscal year 2002. Orders were $158 million in the first quarter, which, on a pro forma basis, were down 1 percent sequentially and 37 percent from the prior year. Including Airshow, orders were $170 million. Communications test product orders were $119 million, down 2 percent from the previous quarter, and down 44 percent from the prior year. For the first quarter of fiscal 2003, the company reported a net loss of $40 million, or a loss of $0.21 per share, which includes a restructuring charge of $6 million and a tax benefit of $17 million. For the same period a year ago, the company reported a net loss of $6 million, or $0.03 per share. Pro forma loss from operations (earnings/loss before interest, taxes, amortization and special charges) was a loss of $24 million for the first quarter. Cash loss per share, excluding the $17 million tax benefit recorded in the quarter, was $0.23, which compared to cash earnings per share of $0.10 in the prior year on a comparable basis. The cash loss was $0.01 below the guidance provided for the quarter. Gross margin for the first quarter was 50 percent, versus 48 percent last quarter and 59 percent for the year ago quarter on a pro forma basis. Including Airshow, the gross margin was 51 percent. The company reported that it is on track with its previously announced cost-cutting efforts. Operating expenses for the quarter were $109 million, down 10 percent sequentially and 28 percent from the same period last year on a comparable basis. Including Airshow, operating expense for the quarter was $116 million. As of June 30, 2002, Acterna Corporation's total employment was approximately 4460, including 320 employees in the Airshow unit, and 140 employees associated with the Wireless Instruments Division that the company agreed to sell in May, 2002. "Acterna continues to be impacted by the difficult market conditions in the global telecommunications industry," said John Peeler, president of Acterna Corporation. "In this challenging environment, we are working to maximize all revenue opportunities while aggressively executing on our cost reduction program and efforts to improve our liquidity. We believe that our successful execution in these three areas will position Acterna for growth as market conditions improve." As of June 30, 2002, the company had total debt of $1.1 billion and liquidity of $129 million, comprised of $49 million of cash and unused borrowing capacity of $80 million under its $175 million revolving credit facility. The company expects to use approximately $128 million to pay down term loans upon the closing of the Airshow transaction, which is expected to occur in August, 2002. On July 15, 2002, Acterna announced an agreement with its lenders to amend its credit agreement, which will provide the company with greater financial flexibility. When effective, this amendment, among other things, will approve the Airshow sale and modify the financial covenants the company is required to meet through June 2003. In addition, on June 14, 2002, Acterna and an affiliate of CD&R announced a combined cash tender offer for up to $155 million of the outstanding $275 million of Acterna LLC 9.75 percent bonds due 2008. Both the changes to the covenants and consummation of the tender offer are contingent on the sale of the Airshow unit. "Acterna has taken several significant steps to reduce its debt and improve its capital structure," said Ned C. Lautenbach, Acterna Corporation chairman and CEO. "The Airshow sale permits us to reduce our term debt and to retire a portion of our long-term bond debt through the tender offer." Second-Quarter Fiscal Year 2003 Quarter Management Outlook Management guidance for revenue for its second quarter ending September 30, 2002 is $155 - $165 million and an earnings per share loss of $0.26 - $0.28 on an as reported basis, including an estimated $8 million restructuring charge and excluding any gain or loss on the sale of assets. Going forward, Acterna has elected to provide reported earnings per share guidance rather than a cash earnings per share estimate, which the company has historically used as the basis of its guidance. About Acterna Corporation Based in Germantown, Maryland, Acterna Corporation (NASDAQ: ACTR) is the holding company for Acterna, Airshow, da Vinci Systems and Itronix. Acterna is the world's second largest communications test and management company. The company offers instruments, systems, software and services used by service providers, equipment manufacturers and enterprise users to test and optimize performance of their optical transport, access, cable, data/IP and wireless networks and services. Airshow supplies in-flight passenger information systems to the aviation industry while da Vinci Systems designs and markets video color correction systems to the video postproduction industry. Itronix sells ruggedized computing devices for field service applications to a range of industries. Additional information on Acterna is available at http://www.acterna.com. This press release contains 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 statements reflect the company's current judgment on the matters addressed by these statements. However, because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual events and the company's results to differ materially. Important factors that could cause actual events and the company's 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. Note to Investors and Media Acterna Corporation management will discuss its fourth-quarter results on a conference call on Wednesday, July 31 at 5:00 p.m. EDT. A webcast of the conference call will be available to all interested parties on the Acterna website at www.acterna.com under the "Investor Relations" section. Investor Contact: Maria Henry, Acterna Corporation, 301-353-1550, ext 1207 Media Contact: Jim Monroe, Acterna Corporation, 301-353-1560, ext. 4366 Acterna Corporation Consolidated Statements of Operations (Unaudited) Dollars in thousands, except per share amounts
Three Months Ended ---------------------- June 30, June 30, 2002 2001 --------- --------- Net sales .................................................. $ 170,345 $ 338,920 Cost of sales .............................................. 86,436 147,520 --------- --------- Gross margin ............................................... 83,909 191,400 Selling, general & administrative expense .................. 81,117 124,819 Product development expense ................................ 30,614 41,317 Restructuring .............................................. 6,156 -- Amortization of intangibles ................................ 263 11,552 --------- --------- Total operating expenses .............................. 118,150 177,688 --------- --------- Operating (loss) income .................................... (34,241) 13,712 Interest expense ........................................... (22,296) (26,277) Interest income ............................................ 72 486 Other expense, net ......................................... (1,475) (1,832) --------- --------- Loss from continuing operations before income taxes ........ (57,940) (13,911) Benefit for income taxes ................................... (16,917) (4,721) --------- --------- Net loss from continuing operations ........................ (41,023) (9,190) Income from discontinued operations, net of tax effect ..... 1,112 3,040 --------- --------- Net loss ................................................... $ (39,911) $ (6,150) ========= ========= Income (loss) per common share - basic and diluted Continuing operations ................................... $ (0.21) $ (0.05) Discontinued operations ................................. -- 0.02 --------- --------- Net loss per common share - basic and diluted .............. $ (0.21) $ (0.03) ========= ========= Weighted average number of common shares - Basic and diluted 192,196 191,186 ========= =========
Acterna Corporation Balance Sheets Unaudited Dollars in Thousands
June 30, March 31, 2002 2002 --------- ---------- ASSETS Cash and cash equivalents .................................. $ 49,090 $ 42,887 Accounts receivable, net ................................... 113,825 119,246 Inventories, net ........................................... 110,080 108,739 Deferred income taxes ...................................... 16,347 18,878 Other current assets ....................................... 55,810 107,731 Current assets of discontinued operations held for sale .... 13,654 15,282 --------- ---------- Total current assets .................................. 358,806 412,763 Property, plant, and equipment, net ........................ 125,415 118,213 Goodwill and other intangible assets, net .................. 411,984 410,750 Other assets ............................................... 51,332 46,563 Long-term assets of discontinued operations held for sale .. 26,078 26,267 --------- ---------- Total assets .......................................... $ 973,615 $1,014,556 ========= ========== LIABILITIES & STOCKHOLDERS' DEFICIT Notes payable .............................................. $ 3,282 $ 2,523 Current portion of long-term debt .......................... 33,486 28,937 Accounts payable ........................................... 53,261 68,262 Other current liabilities .................................. 186,997 198,773 Current liabilities of discontinued operations held for sale 9,906 10,644 --------- ---------- Total current liabilities ............................. 286,932 309,139 Long-term debt ............................................. 990,608 979,187 Long-term notes payable .................................... 76,875 76,875 Deferred income taxes ...................................... 15,967 17,581 Other long-term liabilities ................................ 70,583 68,549 Total stockholders' deficit ................................ (467,350) (436,775) --------- ---------- Total liabilities and stockholders' deficit ..................... $ 973,615 $1,014,556 ========= ==========
Acterna Corporation Pro Forma Profit from Operations (Unaudited) Earnings Before Interest, Taxes and Amortization Excluding Special Charges Dollars in Thousands
Three Months Ended ---------------------- June 30, June 30, 2002 2001 --------- --------- Net sales .............................................................. $ 170,345 $ 321,131 Cost of sales .......................................................... 86,039 131,702 --------- --------- Gross margin ........................................................... 84,306 189,429 Selling, general & administrative expense .............................. 75,913 109,299 Product development expense ............................................ 29,542 38,412 Integration expense .................................................... 1,570 2,403 Other expense .......................................................... 1,475 1,832 --------- --------- Pro forma profit (loss) from continuing operations ..................... (24,194) 37,483 ========= ========= Charges excluded from proforma profit (loss) from continuing operations: Pro forma profit (loss) from continuing operations ..................... $ (24,194) $ 37,483 EBITA - ICS ......................................................... 0 (2,794) Amortization of unearned compensation ............................... 4,723 6,542 Amortization of Intangibles ......................................... 263 11,552 Restructuring ....................................................... 6,156 0 Other charges ....................................................... 380 4,715 Plus: other expense ................................................. (1,475) (1,832) --------- --------- Total Operating (loss) Income on GAAP P&L .............................. $ (34,241) $ 13,712 ========= =========
Note: The proforma financial information excludes the results of Airshow, Inc. which is expected to be divested in the second quarter of fiscal 2003. The results of Airshow are shown as discontinued operations. Acterna Corporation 1Q Fiscal 2003 Cash EPS Calculation (Unaudited) Dollars in thousands, except per share amounts Pro forma loss from continuing operations ..... $(24,194) Pro forma profit from Airshow ................. $ 2,064 --------- Pro forma loss including Airshow .............. $(22,130) Interest Expense, including Airshow ........... $(22,224) Tax benefit recorded in the quarter ........... $ 16,917 Remove tax benefit from Cash EPS calculation... $(16,917) --------- Taxes included in Cash EPS .................... $ -- Cash Earnings including Airshow ............... $(44,354) Weighted Average Number of Common Shares ...... 192,196 --------- Cash Loss Per Share ........................... $ (0.23) ========= Note: These numbers include the results of Airshow and exclude the tax benefit recorded on the P&L in order to provide comparable numbers to the guidance the company provided for the quarter in May. Acterna Corporation Pro Forma Sales for Continuing Operations by Product Area (Unaudited) Dollars in Millions
Three Months Ended Three Months Ended June 30, June 30, % March 31, % 2002 2001 Change 2002 Change Optical Transport .......... $ 48.9 $131.5 -62.8% $ 51.0 -4.1% Cable Networks ............. 20.4 24.9 -18.1% 20.0 2.0% Access Networks ............ 17.1 42.1 -59.4% 21.6 -20.8% Data/IP, Wireless, and Other Communications Networks.. 49.8 78.0 -36.2% 54.2 -8.1% ------------------- ------ Total Communications Test 136.2 276.5 -50.7% 146.8 -7.2% da vinci ................... 6.0 8.0 -25.0% 4.7 27.7% Itronix .................... 28.1 36.6 -23.2% 45.1 -37.7% ------------------- ------ Total Acterna Corporation .. $170.3 $321.1 -47.0% $196.6 -13.4% =================== ====== Airshow .................... 15.4 17.7 -13.0% 15.9 -3.1% ------------------- ------ Total Including Airshow .... $185.7 $338.8 -45.2% $212.5 -12.6% ------------------- ------
Note: Excludes the results of ICS Advent which was sold in October 2001. -----END PRIVACY-ENHANCED MESSAGE-----