<PAGE>
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
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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
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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
<TABLE>
<CAPTION>
In thousands of dollars
------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
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Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $313,137 $255,449 $609,553 $467,859
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EBITA $40,432 $41,767 $72,380 $62,308
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Pro Forma Only, See Notes Below
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</TABLE>
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.
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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.
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Acterna Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
In thousands of dollars, except per-share amounts
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999
------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
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</TABLE>
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Acterna Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
In thousands of dollars, except per-share amounts
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999
-------------- -------------- -------------- --------------
Income (loss) per common share - basic
<S> <C> <C> <C> <C>
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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</TABLE>
