-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, eEdI5B2W7nczBnlvYVo8gS3Lvkv1NCtGBpTYvjdJf/9JeoKoSuxWnhdhwcCfAmvO iK8xrLWgwbxvj7aU+IzAhw== 0000317093-95-000004.txt : 19950516 0000317093-95-000004.hdr.sgml : 19950516 ACCESSION NUMBER: 0000317093-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDREW CORP CENTRAL INDEX KEY: 0000317093 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 362092797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09514 FILM NUMBER: 95538359 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 10-Q 1 FORM 10-Q (03-31-95) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995. OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ------------------ ------------------- COMMISSION FILE NUMBER 0-9514 ANDREW CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-2092797 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 10500 W. 153RD STREET, ORLAND PARK, ILLINOIS 60462 (Address of principal executive offices and zip code) (708) 349-3300 (Registrant's telephone number, including area code) No Change (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.01 Par Value--38,528,728 shares as of April 30, 1995 -------------------------------------------------------------------- INDEX ANDREW CORPORATION PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated balance sheets--March 31, 1995 and September 30, 1994. Consolidated statements of income--Three months ended March 31, 1995 and 1994; Six months ended March 31, 1995 and 1994. Consolidated statements of cash flows--Six months ended March 31, 1995 and 1994. Notes to consolidated financial statements--March 31, 1995. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. Item 6. Exhibits and Reports on Form 8-K. EXHIBIT 11 - Computation of Earnings per Share. SIGNATURES ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
MARCH 31 September 30 1995 1994 ----------- ------------ (UNAUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents $ 24,308 $ 40,267 Accounts receivable, less allowances (Mar. $3,198; Sept. $2,769) 135,175 126,821 Inventories Finished products 37,369 31,413 Materials and work in process 68,953 56,174 ----------- ------------ 106,322 87,587 Miscellaneous current assets 5,582 5,974 ----------- ------------ TOTAL CURRENT ASSETS 271,387 260,649 ----------- ------------ OTHER ASSETS Costs in excess of net assets of businesses acquired, less accumulated amortization (Mar. $15,239; Sept. $13,919) 36,965 38,272 Investments in and advances to affiliates 30,338 27,119 Investments and other assets 14,006 14,157 PROPERTY, PLANT, AND EQUIPMENT Land and land improvements 8,579 8,496 Building 53,438 52,422 Equipment 187,430 169,716 Allowances for depreciation and amortization (162,357) (155,668) ----------- ------------ 87,090 74,966 ----------- ------------ TOTAL ASSETS $ 439,786 $ 415,163 =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 27,549 $ 24,902 Accrued expenses and other liabilities 21,599 24,354 Compensation and related expenses 18,824 22,928 Income taxes 11,931 14,899 Current portion of long-term debt 4,545 4,545 ----------- ------------ TOTAL CURRENT LIABILITIES 84,448 91,628 DEFERRED LIABILITIES 5,797 5,226 LONG-TERM DEBT, less current portion 49,255 45,455 STOCKHOLDERS' EQUITY Common Stock (par value, $.01 a share: 100,000,000 shares authorized 45,653,823 shares issued, including treasury) 457 304 Additional paid-in capital 30,506 31,205 Foreign currency translation 1,327 (1,283) Retained earnings 320,272 294,929 Treasury stock, at cost (7,127,103 shares Mar.; 7,336,740 shares Sept.) (52,276) (52,301) ----------- ------------ 300,286 272,854 ----------- ------------ TOTAL LIABILITIES AND EQUITY $ 439,786 $ 415,163 =========== ============ The balance sheet at September 30, 1994 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share amounts)
Three Months Ended Six Months Ended March 31 March 31 ---------------------- ---------------------- 1995 1994 1995 1994 --------- --------- --------- --------- SALES $ 156,343 $ 142,159 $ 298,948 $ 263,905 Cost of products sold 92,895 89,476 176,742 162,402 --------- --------- --------- --------- GROSS PROFIT 63,448 52,683 122,206 101,503 OPERATING EXPENSES Sales and administrative 33,145 30,665 67,260 61,989 Research and development 5,836 6,346 11,476 12,948 --------- --------- --------- --------- 38,981 37,011 78,736 74,937 OPERATING INCOME 24,467 15,672 43,470 26,566 OTHER Interest expense 1,460 1,323 2,843 2,558 Interest income (735) (222) (1,371) (507) Other (income) expense 1,696 365 2,399 267 --------- --------- --------- --------- 2,421 1,466 3,871 2,318 INCOME BEFORE INCOME TAXES 22,046 14,206 39,599 24,248 Income taxes 7,937 5,114 14,256 8,729 --------- --------- --------- --------- NET INCOME $ 14,109 $ 9,092 $ 25,343 $ 15,519 ========= ========= ========= ========= NET INCOME PER AVERAGE SHARE OF COMMON STOCK OUTSTANDING $ 0.36 $ 0.23 $ 0.64 $ 0.40 ========= ========= ========= ========= AVERAGE SHARES OUTSTANDING 39,521 39,068 39,449 39,023 ========= ========= ========= ========= See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Six Months Ended March 31 1995 1994 --------- --------- CASH FLOWS FROM OPERATIONS Net Income $ 25,343 $ 15,519 ADJUSTMENTS TO NET INCOME Equity in losses of affiliates 962 Depreciation and amortization 11,201 10,769 CHANGE IN ASSETS AND LIABILITIES Accounts receivable (6,064) (19,404) Inventories (21,521) (14,460) Prepaid expenses and other assets 1,100 (644) Receivables from affiliates (974) (4,703) Accounts payable and other liabilities (8,061) 10,062 Other (23) (4) --------- --------- NET CASH FROM (USED IN) OPERATIONS 1,963 (2,865) INVESTING ACTIVITIES Capital expenditures (19,165) (11,439) Investments in and advances to affiliates (4,180) (8,944) Proceeds from sale of property, plant, and equipment 149 80 --------- --------- NET CASH USED IN INVESTING ACTIVITIES (23,196) (20,303) FINANCING ACTIVITIES Proceeds from long-term debt 3,800 Proceeds from short-term borrowings 10,501 Stock purchase and option plans 1,198 888 --------- --------- NET CASH FROM FINANCING ACTIVITIES 4,998 11,389 Effect of exchange rate changes on cash 276 (205) --------- --------- Decrease for the period (15,959) (11,984) Cash and equivalents at beginning of period 40,267 21,729 --------- --------- CASH AND EQUIVALENTS AT END OF PERIOD $ 24,308 $ 9,745 ========= ========= See Notes to Consolidated Financial Statements.
ANDREW CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1995 are not necessarily indicative of the results that may be expected for the year ending September 30, 1995. For further information, refer to the consolidated financial statements and footnotes hereto included in the company's annual report on Form 10-K for the year ended September 30, 1994. NOTE B--CHANGES IN ACCOUNTING PRINCIPLES Effective October 1, 1994 Andrew Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 115 "Accounting for Certain Investments in Debt and Equity Securities." Adoption of this statement did not have a material effect on the company's financial statements. NOTE C--STOCK SPLIT On February 3, 1995, the company's Board of Directors declared a three-for-two stock split to stockholders of record on February 22, 1995, payable March 8, 1995. All share and per share amounts have been restated for all periods presented to reflect the stock split. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - Period Ended March 31, 1995 Net sales for the quarter ended March 31, 1995 increased $14.2 million, or 10% compared to the same period last year. On a year-to-date basis, net sales increased $35.0 million, a 13% increase over the first six months of fiscal year 1994. Fiscal year 1994 results included sales from the company's major cellular project in Argentina, which totaled $31.9 million for the first six months of the year and $24.5 million for the quarter. While the worldwide wireless communications market fueled most of the current year sales growth, the company also saw strengthening in both the U.S. and international terrestrial microwave and television broadcast markets. The commercial segment remained the strongest performer due to worldwide deregulation of communications markets, equipment upgrading by television stations, and international wireless television growth. The growth in the commercial segment was partially offset by weaknesses in the network products segment. The government electronics business sales remained consistent with last year's results. Total backlog has grown substantially since the 1994 fiscal year end. Total backlog has increased $72 million to $157 million, while backlog over 12 months has increased $19 million to $20 million during the first six months of fiscal year 1995. These increases are attributable to the company's major distributed communications projects with MFS Technologies and the Hong Kong Metro, which total $60 million in year-to-date orders. Cost of products sold as a percentage of sales decreased to 59.4%, down from 62.9% for the prior year quarter. For the first six months, cost of products sold was 59.1% of sales compared to 61.5% in the same period last year. The margin improvement for the quarter and for the first six months reflects the increased demand for the company's higher margin products, particularly those of the commercial segment, increased manufacturing productivity, and lower than average margins on the Argentina project in the prior year. As a percentage of revenue, sales and administrative expenses for both the quarter and for the first six months remained relatively unchanged compared with the same period in fiscal year 1994. The dollar increase in selling and administrative expenses was driven by business volume related costs in the commercial segment, such as selling expenses, administrative staffing, and operating performance based compensation costs. Research and development expenses for the quarter decreased $.5 million compared to the prior year's quarter. For the first six months of fiscal year 1995, research and development expenses decreased $1.5 million or 11% compared to the same period last year. Both decreases resulted from cost control efforts and from Network Products narrowing its focus to local area network (LAN) products. Other expense for the quarter ended March 31, 1995 increased $1.3 million compared with the second quarter of fiscal year 1994. Foreign exchange losses of $.6 million, and the company's share of its Russian joint venture losses drove this increase. For the year, other expense totaled $2.4 million, an increase of $2.1 million over the first six months of fiscal year 1994. This increase was primarily the result of foreign exchange losses increasing $1.1 million compared to last year, and the company's share of its Russian joint venture losses, which increased $1.0 million. LIQUIDITY AND CAPITAL RESOURCES Operating cash flow derived from increased fiscal year 1995 earnings was partially offset by higher inventory investments, particularly in the distributed communications, concrete shelter, and wireless telephone products businesses. Capital expenditure growth resulted from manufacturing expansion and equipment upgrades. The company has also made significant investments in state-of-the-art business information systems hardware and software. Compared to the prior year, the company's rate of investment in affiliates has decreased, due principally to the completion of basic system construction for three Russian fiber optic joint ventures in fiscal year 1994. During the first quarter of fiscal year 1995, the company financed its new concrete shelter facility in Newnan, Georgia by issuing an Industrial Development Revenue Bond for $3.8 million. PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) Andrew's Annual Meeting of Stockholders was held on February 8, 1995. (b) & (c) Items submitted to a vote
Number of Shares Voted Broker/ For Against Non-Votes Abstentions ---------- ------- --------- ----------- 1. Election of Directors John G. Bollinger 20,847,453 0 0 1,878,271 Jon L. Boyes 22,378,113 0 0 347,611 George N. Butzow 22,378,593 0 0 347,131 Kenneth J. Douglas 22,377,813 0 0 347,911 Floyd L. English 22,377,393 0 0 348,331 Donald N. Frey 22,378,029 0 0 347,695 Carole M. Howard 22,377,833 0 0 347,891 Armand J. Wade 22,378,143 0 0 347,581
2. Approval of a proposal to amend the Management Incentive Program to preserve the company's tax deduction under Section 162(m) of the Internal Revenue Code. The proposal was ratified by votes of 21,138,052 for; 583,265 against; 415,547 broker/non-votes and 588,860 abstentions. 3. Approval of Annual Bonus Program and Long-Term Incentive Program. Both programs were ratified by a vote of 20,862,497 for; 862,541 against; 415,547 broker/non-votes and 585,139 abstentions. 4. The selection of Ernst & Young to serve as independent public auditors for fiscal year 1995. The selection of Ernst & Young as independent public auditors was ratified by votes of 22,614,839 for; 9,870 against; 0 broker/non-votes and 101,015 abstentions. Note: Share amounts in this exhibit have been restated to reflect a three-for-two stock split to stockholders of record on February 22, 1995. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 11 - Computation of earnings per share. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended March 31, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ANDREW CORPORATION Date 12 May 1995 F. L. English -------------------------- ------------------------------------------ F. L. English Chairman of the Board, President and Chief Executive Officer Date 12 May 1995 C. R. Nicholas -------------------------- ------------------------------------------ C. R. Nicholas Vice President, Finance and Administration and Chief Financial Officer EX-11 2 EXHIBIT 11 EXHIBIT 11 ANDREW CORPORATION COMPUTATION OF EARNINGS PER SHARE (In thousands, except per share amounts)
Three Months Ended Six Months Ended March 31 March 31 1995 1994 1995 1994 ------- ------- ------- ------- PRIMARY EARNINGS PER SHARE Average shares outstanding 38,490 37,916 38,418 37,871 Net effect of dilutive stock options-- based on the treasury stock method using average market price 994 1,124 948 1,040 ------- ------- ------- ------- TOTAL 39,484 39,040 39,366 38,911 ======= ======= ======= ======= Net income $14,109 $ 9,092 $25,343 $15,519 ======= ======= ======= ======= Per share amount $ .36 $ .23 $ .64 $ .40 ======= ======= ======= ======= FULLY DILUTED EARNINGS PER SHARE Average shares outstanding 38,490 37,916 38,418 37,871 Net effect of dilutive stock options-- based on the treasury stock method using quarter end market price 1,031 1,152 1,031 1,152 ------- ------- ------- ------- TOTAL 39,521 39,068 39,449 39,023 ======= ======= ======= ======= Net income $14,109 $ 9,092 $25,343 $15,519 ======= ======= ======= ======= Per share amount $ .36 $ .23 $ .64 $ .40 ======= ======= ======= =======
EX-27 3 ARTICLE 5 FDS
5 1,000 6-MOS SEP-30-1995 MAR-31-1995 24,308 0 138,373 3,198 106,322 271,387 249,447 162,357 439,786 84,448 49,255 457 0 0 299,829 439,786 298,948 298,948 176,742 176,742 78,736 524 2,843 39,599 14,256 25,343 0 0 0 25,343 0.64 0.64 All per share amounts in this exhibit have been restated to reflect a three-for-two stock split to stockholders of record on February 22, 1995.
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