-----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, LColbZOyvAWCu4s9xCeCoBtT7fQl5dJfNSArhK5pm/0AI/EYNDZaCAloAuHRHb1+ Sa19TyzjI45DY8aK0bNDrw== 0000317093-97-000006.txt : 19970725 0000317093-97-000006.hdr.sgml : 19970725 ACCESSION NUMBER: 0000317093-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 ITEM INFORMATION: Other events FILED AS OF DATE: 19970724 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDREW CORP CENTRAL INDEX KEY: 0000317093 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 362092797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09514 FILM NUMBER: 97644640 BUSINESS ADDRESS: STREET 1: 10500 W 153RD ST CITY: ORLAND PARK STATE: IL ZIP: 60462 BUSINESS PHONE: 7083493300 MAIL ADDRESS: STREET 1: 10500 WEST 153RD ST CITY: ORLANDO PARK STATE: IL ZIP: 60462 8-K 1 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 Act of 1934 July 16, 1997 Date of Report (Date of earliest event reported) ANDREW CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 3357 36-2092797 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 10500 W. 153rd Street, Orland Park, Illinois 60462 (Address of principal executive offices) (Zip Code) (708) 349-3300 Registrant's telephone number, including area code None (Former name or former address, if changed since last report.) =============================================================================== Item 5. Other Events On July 16, 1997, Andrew Corporation ("Andrew") announced its results for the third fiscal quarter and nine months ended June 30, 1997. Andrew also announced the discontinuation of its network products business and the restructuring of its European wireless products business and phasing-out of its fiber optic sensors and global messaging development activities. A copy of the announcement is filed herewith as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press release dated July 16, 1997 entitled "Andrew Corporation Reports Third Quarter Results." SIGNATURE 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. ANDREW CORPORATION Date: July 24, 1997 By: /s/ Charles R. Nicholas ----------------------- Charles R. Nicholas Executive Vice President, Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press release dated July 16, 1997 entitled "Andrew Corporation Reports Third Quarter Results." EX-99.1 2 PRESS RELEASE DATED JULY 16, 1997 ANDREW CORPORATION REPORTS THIRD QUARTER RESULTS ORLAND PARK, IL, July 16,1997--Andrew Corporation (NASDAQ: ANDW) today reported results for the third fiscal quarter and nine months ended June 30, 1997. Third quarter sales from continuing operations rose 10% to $208.9 million, while orders declined 5% from last year. The company said it continued to see significant strength in its core markets, but third quarter orders declined from last year's levels due mainly to sluggishness in the U.S. personal communications services (PCS) market and weakness in the European cellular accessories market. Net income for the quarter was $7.7 million or $.08 per share. Excluding a restructuring charge of $.04 per share and a charge for discontinued operations of $.19 per share, third quarter net income would have been $27.1 million, up 13% and earnings per share would have been $.30, up 15%. Floyd L. English, chairman, president and chief executive officer, said,"We were disappointed with the lack of order growth in the June quarter, but remain positive about our long-term market opportunities and our ability to excel in the global market. Our cellular, broadcast, and land mobile markets led the quarter's sales growth and we're encouraged that all of our international cellular markets posted double digit growth rates and more than offset a soft domestic PCS market." "We also made the difficult decision to exit certain businesses whose performance has not met our revenue growth and profitability expectations. We are discontinuing the network products business, which resulted in a $17.2 million or $.19 per share charge in the June quarter. We are also significantly restructuring our European wireless products business and phasing-out of our fiber optic sensors and global messaging development activities. This restructuring resulted in a pre-tax charge of $5.2 million or $.04 per share in the June quarter." Nine month sales from continuing operations rose 19% to $636.9. Orders for the nine months were up 13%. Net income was $57.6 million or $.63 per share. Excluding the restructuring charge and the charge for discontinued operations, net income for the nine months would have been $77.0 million, up 30% and earnings per share would have been $.84, up 31%. CONSOLIDATED CONDENSED FINANCIAL DATA (Unaudited- Amounts in thousands except per share data)
Three Months Ended Nine Months Ended June 30 June 30 - ---------------------------------------------------------------------------------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Sales $208,911 $189,907 $636,853 $535,818 Income from continuing operations before income taxes 38,398 38,493 118,470 96,143 Income Taxes 13,439 13,887 41,465 34,614 -------- -------- -------- -------- Income from continuing operations 24,959 24,606 77,005 61,529 Discontinued operations 17,221 599 19,416 2,319 -------- -------- -------- -------- Net income 7,738 24,007 57,589 59,210 Income from continuing operations per share .27 .27 .84 .67 Net income per share .08 .26 .63 .64 Orders 200,335 210,898 640,020 564,692 Twelve month backlog 149,309 154,694 --- --- Total backlog 155,650 167,750 --- --- Avg shares outstanding 91,627 91,976 91,953 91,872 Includes pre-tax restructuring charge of $5,150 ($.04 per share). Includes $.19 and $.21 per share for discontinued operations for the three months and nine months ended June 30, 1997, respectively.
"FORWARD LOOKING STATEMENTS This press release contains forward looking statements. We caution our stockholders that these statements reflect our current best judgment, and are subject to risks and uncertainties that could cause actual results to vary materially. Factors that may cause actual results to differ from expected results include, but are not limited to, company competitive performance, industry conditions and international economic trends." Andrew Corporation is a global supplier of communications systems equipment and services. Major markets are wireless communications--which includes cellular personal communications systems, and land mobile radio--broadcast and common carrier. Andrew is an S&P 500 company listed on the Nasdaq National Market System under the symbol: ANDW. -----END PRIVACY-ENHANCED MESSAGE-----