-----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, WZbKlYurU1Cux6dRXYYfiwGPpigzQj/N/iQPdHnJ6+vWvNKxVT6626JaO75DmWvr IRJKtTjI6dXdaMo2z+6GWw== 0000317093-96-000007.txt : 19960508 0000317093-96-000007.hdr.sgml : 19960508 ACCESSION NUMBER: 0000317093-96-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960507 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: 96557405 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 (3/31/96) 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, 1996. 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-- 60,110,490 shares as of April 30, 1996 INDEX ANDREW CORPORATION PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated balance sheets--March 31, 1996 and September 30, 1995. Consolidated statements of income--Three months ended March 31, 1996 and 1995; Six months ended March 31, 1996 and 1995. Consolidated statements of cash flows--Six months ended March 31, 1996 and 1995. Notes to consolidated financial statements--March 31, 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. Exhibit 10 - Material Contacts Exhibit 11 - Computation of Earnings per Share. SIGNATURES ANDREW CORPORATION CONSOLIDATED BALANCE SHEET (In thousands)
March 31 September 30 1996 1995 --------- --------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 21,411 $ 46,064 Accounts receivable, less allowances (Mar. $3,226; Sep. $3,071) 153,809 147,598 Inventories Finished products 52,521 45,333 Materials and work in process 97,550 78,992 --------- --------- 150,071 124,325 Miscellaneous current assets 5,903 4,758 --------- --------- TOTAL CURRENT ASSETS 331,194 322,745 OTHER ASSETS Costs in excess of net assets of businesses acquired, less accumulated amortization (Mar. $18,320; Sep. $16,524) 40,982 35,667 Investments in and advances to affiliates 39,815 33,480 Investments and other assets 11,572 10,661 PROPERTY, PLANT, AND EQUIPMENT Land and land improvements 10,329 9,402 Building 65,986 55,069 Equipment 233,047 212,952 Allowances for depreciation and amortization (185,684) (174,862) --------- --------- 123,678 102,561 --------- --------- TOTAL ASSETS $ 547,241 $ 505,114 ========= ========= The balance sheet at September 30, 1995 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED BALANCE SHEET (In thousands, except share amounts) (continued)
March 31 September 30 1996 1995 --------- --------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ -- $ 2,450 Accounts payable 35,605 30,628 Accrued expenses and other liabilities 17,564 17,893 Compensation and related expenses 19,343 25,815 Income taxes 16,937 13,994 Current portion of long-term debt 4,725 4,801 --------- --------- TOTAL CURRENT LIABILITIES 94,174 95,581 DEFERRED LIABILITIES 5,646 7,087 LONG-TERM DEBT, LESS CURRENT PORTION 45,080 45,255 MINORITY INTEREST 8,149 -- STOCKHOLDERS' EQUITY Common Stock (par value, $.01 a share: 100,000,000 shares authorized; 68,480,735 shares issued, including treasury) 685 457 Additional paid-in capital 36,030 35,588 Foreign currency translation 2,079 1,077 Retained earnings 403,720 368,517 Treasury stock, at cost (8,376,164 shares Mar.; 8,431,449 shares Sep.) (48,322) (48,448) --------- --------- 394,192 357,191 --------- --------- TOTAL LIABILITIES AND EQUITY $ 547,241 $ 505,114 ========= ========= The balance sheet at September 30, 1995 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 --------------------- --------------------- 1996 1995 1996 1995 --------- --------- --------- --------- SALES $ 183,159 $ 163,736 $ 361,083 $ 315,467 Cost of products sold 110,341 97,753 216,412 187,233 --------- --------- --------- --------- GROSS PROFIT 72,818 65,983 144,671 128,234 OPERATING EXPENSES Sales and administrative 33,898 35,229 70,870 71,415 Research and development 8,025 6,279 15,436 12,246 --------- --------- --------- --------- 41,923 41,508 86,306 83,661 OPERATING INCOME 30,895 24,475 58,365 44,573 OTHER Interest expense 1,464 1,562 2,741 3,013 Interest income (529) (741) (1,187) (1,380) Other expense 1,423 1,589 1,850 2,332 --------- --------- --------- --------- 2,358 2,410 3,404 3,965 INCOME BEFORE INCOME TAXES 28,537 22,065 54,961 40,608 Income taxes 10,245 7,936 19,758 14,525 --------- --------- --------- --------- NET INCOME $ 18,292 $ 14,129 $ 35,203 $ 26,083 ========= ========= ========= ========= NET INCOME PER AVERAGE SHARE OF COMMON STOCK OUTSTANDING $ 0.30 $ 0.23 $ 0.58 $ 0.43 ========= ========= ========= ========= AVERAGE SHARES OUTSTANDING 61,123 60,824 61,108 60,716 ========= ========= ========= ========= See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Six Months Ended March 31 ------------------- 1996 1995 -------- -------- CASH FLOWS FROM OPERATIONS Net Income $ 35,203 $ 26,083 ADJUSTMENTS TO NET INCOME Equity in losses of affiliates -- 962 Depreciation and amortization 14,998 11,629 Increase in accounts receivable (2,441) (6,070) Increase in inventories (19,214) (22,580) Decrease (increase) in miscellaneous current and other assetS (431) 1,038 Increase in receivables from affiliates (28) (974) Decrease in accounts payable and other liabilities (1,644) (8,814) Other (189) (23) -------- -------- NET CASH FROM OPERATIONS 26,254 1,251 INVESTING ACTIVITIES Capital expenditures (26,799) (19,987) Acquisition of business, net of cash acquired (14,595) -- Investments in and advances to affiliates (6,335) (4,180) Proceeds from sale of property, plant, and equipment 276 149 -------- -------- NET CASH USED IN INVESTING ACTIVITIES (47,453) (24,018) FINANCING ACTIVITIES Proceeds from (payments on) long-term borrowings (744) 3,824 Proceeds from (payments on) short-term borrowings (2,450) 1,400 Stock option plans 474 1,198 -------- -------- NET CASH FROM (USED IN) FINANCING ACTIVITIES (2,720) 6,422 Foreign currency translation adjustments (734) 223 -------- -------- Decrease for the period (24,653) (16,122) Cash and equivalents at beginning of period 46,064 40,714 -------- -------- CASH AND EQUIVALENTS AT END OF PERIOD $ 21,411 $ 24,592 ======== ======== 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, 1996 are not necessarily indicative of the results that may be expected for the year ending September 30, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's annual report on Form 10-K for the year ended September 30, 1995. NOTE B--STOCK SPLIT On February 7, 1996, the company's Board of Directors declared a three-for-two stock split to stockholders of record on February 21, 1996, payable March 6, 1996. All share and per share amounts have been restated for all periods presented to reflect the stock split. NOTE C--ACQUISITION In March 1996 Andrew Corporation completed its acquisition of The Antenna Company, a manufacturer and distributor of wireless telephone antennas and accessories for mobile applications. The transaction has been accounted for as a pooling of interests. Andrew exchanged 1,541,564 shares of its common stock for all of the outstanding stock of the privately held The Antenna Company. In compliance with the accounting for a pooling of interests Andrew has restated all current and prior period financial information to reflect the results from operations of The Antenna Company. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales for the quarter ended March 31, 1996 increased $19.4 million, or 12% compared to the same period last year. On a year-to-date basis, net sales were $361.1 million, an increase of $45.6 million or 14% compared to last year. The international wireless and broadcast markets, along with the recent acquisition of The Antenna Company, contributed to the sales growth in the quarter, which offset the continued softness in network products and domestic cellular markets. The Antenna Company added $11.2 million in sales revenue for the quarter and $25.1 million for the year. Cost of products sold as a percentage of sales remained relatively stable for both the three months ended and the six months ended March 31, 1996 compared to the same period last year. Sales and administrative expenses decreased $1.3 million or 4% for the quarter and remained relatively unchanged on a year-to-date basis when compared to last year. Research and development expenses increased $1.7 million or 28% for the quarter and $3.2 million or 26% for the year. This increase is the result of new projects aimed at the development of new products within the commercial and government segments. Other expense decreased $.2 million or 10% for the quarter and $.5 million or 21% for the six months ended March 31, 1996 when compared to the same period last year. Decreased foreign exchange losses and a reduction in the company's share of the Russian joint venture losses partially offset the one time charge of $1.5 million related to the acquisition of The Antenna Company. LIQUIDITY AND CAPITAL RESOURCES Increased inventory and growth in accounts receivable partially offset the increased cash flows from net income and non-cash expenses, resulting in net cash from operations of $26.3 million. The increase in inventory is primarily due to the company's increased investment in personal communication systems and other businesses. Net cash used in investing activities increased $23.4 million for the six months ended March 31, 1996. During the first quarter of fiscal 1996 the company purchased a 51% interest in two Brazilian manufacturing companies: Mapra Industria e Comercio Ltda. and Gerbo Telecomunicaoes e Servicos Ltda. for $14.6 million net of cash received. Capital expenditures increased $6.8 million or 34% for the six months ended March 31, 1996 compared to the same period last year. The company's increased investment in manufacturing equipment and expansion of domestic manufacturing facilities contributed to the increase. Net cash used in financing activities increased $9.1 million for the six months ended March 31, 1996 compared to the same period last year. The company liquidated The Antenna Company's short-term debt of $5.0 million upon completion of the acquisition. 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, 1996. (b) & (c) Items held for vote
Number of Shares Voted Broker/ For Against Non-votes Abstentions ---------- ------- --------- ----------- 1. Election of Directors John G. Bollinger 32,234,978 0 0 3,712,230 Jon L. Boyes 35,804,306 0 0 142,902 George N. Butzow 35,808,549 0 0 138,659 Kenneth J. Douglas 35,806,568 0 0 140,640 Floyd L. English 35,805,532 0 0 141,676 Jere D. Fluno 35,789,448 0 0 157,760 Carole M. Howard 35,807,864 0 0 139,344 Ormand J. Wade 35,808,292 0 0 138,916
2. The selection of Ernst & Young to serve as independent public auditors for fiscal year 1996. The selection of Ernst & Young as independent public auditors was ratified by votes of 35,887,855 for, 20,775 against, 0 broker/non-votes and 38,578 abstentions. Note: Share amounts in this exhibit have been restated to reflect a three-for-two stock split to stockholders of record on February 21, 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 11 - Computation of Earnings per Share Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended March 31, 1996. 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. ANDREW CORPORATION Date May 6, 1996 /s/F. L. English ------------------------- ----------------------- F. L. English Chairman, President and Chief Executive Officer Date May 6, 1996 /s/C. R. Nicholas ------------------------- ---------------------------- C. R. Nicholas Executive Vice President and Chief Financial Officer ANDREW CORPORATION EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 11. Computation of Earnings Per Share 27. Financial Data Schedule 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 ----------------- ----------------- 1996 1995 1996 1995 ------- ------- ------- ------- PRIMARY EARNINGS PER SHARE Average shares outstanding 60,100 59,277 60,085 59,169 Net effect of dilutive stock options-- based on the treasury stock method using average market price 824 1,491 775 1,422 ------- ------- ------- ------- TOTAL 60,924 60,768 60,860 60,591 ======= ======= ======= ======= Net income $18,292 $14,129 $35,203 $26,083 ======= ======= ======= ======= Per share amount $ 0.30 $ 0.23 $ 0.58 $ 0.43 ======= ======= ======= ======= FULLY DILUTED EARNINGS PER SHARE (NOTE) Average shares outstanding 60,100 59,277 60,085 59,169 Net effect of dilutive stock options-- based on the treasury method using ending market price 1,023 1,547 1,023 1,547 ------- ------- ------- ------- TOTAL 61,123 60,824 61,108 60,716 ======= ======= ======= ======= Net income $18,292 $14,129 $35,203 $26,083 ======= ======= ======= ======= Per share amount $ 0.30 $ 0.23 $ 0.58 $ 0.43 ======= ======= ======= ======= NOTE: This calculation is submitted in accordance with the Securities Exchange Act of 1934 Release No. 9038 although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%.
EX-27 3 ART. 5 FDS FOR 03-31-96
5 1,000 6-MOS SEP-30-1996 MAR-31-1996 21,411 0 157,035 3,226 150,071 331,194 309,362 185,684 547,241 94,174 45,080 0 0 685 393,507 547,241 361,083 361,083 216,412 216,412 86,306 484 2,741 54,961 19,758 35,203 0 0 0 35,203 0.58 0.58 All per share amounts in this exhibit have been restated to reflect a three-for-two stock split to stockholders of record on February 21, 1996.
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