-----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, Kr5yh5mtzFru5cNKGnju0qj57jc+EcySZaEgw3r2PM8RBRzEsYQpdlaZhohh3UrZ AZThhP/oH/MqmCdaM1x6Tw== 0000317093-97-000002.txt : 19970128 0000317093-97-000002.hdr.sgml : 19970128 ACCESSION NUMBER: 0000317093-97-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970127 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09514 FILM NUMBER: 97511299 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-10Q (12/31/96) SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 December 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 (IRS 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--60,605,668 shares as of December 31, 1996 INDEX ANDREW CORPORATION PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated balance sheets--December 31, 1996 and September 30, 1996. Consolidated statements of income--Three months ended December 31, 1996 and 1995. Consolidated statements of cash flows--Three months ended December 31, 1996 and 1995. Notes to consolidated financial statements--December 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 11 Computation of Earnings per Share. Exhibit 27 Financial Data Schedule. SIGNATURES ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
December 31 September 30 1996 1996 ---------- ---------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 64,781 $ 31,295 Accounts receivable, less allowances 186,115 197,589 (Dec. $4,008; Sept. $3,648) Inventories Finished products 55,618 56,947 Materials and work in process 113,480 109,662 --------- --------- 169,098 166,609 Miscellaneous current assets 9,099 6,491 --------- --------- TOTAL CURRENT ASSETS 429,093 401,984 OTHER ASSETS Costs in excess of net assets of businesses acquired, less accumulated amortization (Dec. $20,714; Sept. $19,732) 41,758 42,667 Investments in and advances to affiliates 43,944 42,510 Investments and other assets 11,381 11,368 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 11,510 11,103 Building 69,038 68,248 Equipment 266,102 254,737 Allowances for depreciation and amortization (209,808) (201,388) ---------- --------- 136,842 132,700 ---------- --------- TOTAL ASSETS $ 663,018 $ 631,229 ========== ========= The balance sheet at September 30, 1996 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) (Continued)
December 31 September 30 1996 1996 ----------- ---------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 2,813 $ -- Accounts payable 38,321 38,887 Accrued expenses and other liabilities 28,891 26,170 Compensation and related expenses 17,605 27,006 Income taxes 27,368 20,367 Current portion of long-term debt 4,984 4,952 ------------ ---------- TOTAL CURRENT LIABILITIES 119,982 117,382 ------------ ---------- DEFERRED LIABILITIES 8,126 7,919 LONG-TERM DEBT, less current portion 40,377 40,423 MINORITY INTEREST 9,421 9,291 STOCKHOLDERS' EQUITY Common stock (par value, $.01 a share: 100,000,000 shares authorized; 68,479,398 shares issued, including treasury) 685 685 Additional paid-in capital 44,863 43,257 Foreign currency translation 2,457 349 Retained earnings 483,254 458,914 Treasury stock, at cost (7,873,730 shares in Dec 1996; 8,047,229 shares in Sept 1996) (46,147) (46,991) ------------ ---------- 485,112 456,214 ------------ ---------- TOTAL LIABILITIES AND EQUITY $ 663,018 $ 631,229 ============ ========== The balance sheet at September 30, 1996 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 December 31 ----------------------- 1996 1995 ---------- ---------- SALES $ 231,664 $ 177,924 Cost of products sold 141,692 106,071 ---------- ---------- GROSS PROFIT 89,972 71,853 OPERATING EXPENSES Research and development 9,849 7,411 Sales and administrative 42,011 36,972 ---------- ---------- 51,860 44,383 ---------- ---------- OPERATING INCOME 38,112 27,470 OTHER Interest expense 1,259 1,277 Interest income (704) (658) Other expense 111 427 ---------- ---------- 666 1,046 ---------- ---------- INCOME BEFORE INCOME TAXES 37,446 26,424 Income taxes 13,106 9,513 ---------- ---------- NET INCOME $ 24,340 $ 16,911 ========== ========== NET INCOME PER AVERAGE SHARE OF COMMON STOCK OUTSTANDING $ 0.40 $ 0.28 ========== ========== AVERAGE SHARES OUTSTANDING 61,394 60,966 ========== ========== See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands)
Three Months Ended December 31 ---------------------- 1996 1995 -------- -------- CASH FLOWS FROM OPERATIONS Net Income $ 24,340 $ 16,911 ADJUSTMENTS TO NET INCOME Depreciation and amortization 9,304 7,082 Decrease (Increase) in accounts receivable 11,692 (4,852) Increase in inventories (820) (7,685) (Increase) Decrease in miscellaneous current and other assets (2,501) 113 Increase in receivables from affiliates (145) (532) Decrease in accounts payable and other liabilities (1,788) (415) Other 95 (72) --------- --------- NET CASH FROM OPERATIONS 40,177 10,550 INVESTING ACTIVITIES Capital expenditures (11,519) (14,094) Acquisition of businesses, net of cash acquired -- (14,453) Investments in and advances to affiliates (1,434) (4,990) Proceeds from sale of property, plant and equipment 118 120 --------- --------- NET CASH USED IN INVESTING ACTIVITIES (12,835) (33,417) FINANCING ACTIVITIES Short-term borrowings (payments)-net 2,807 (362) Stock purchase and option plans 2,714 356 --------- --------- NET CASH FROM (USED IN) FINANCING ACTIVITIES 5,521 (6) Effect of exchange rate changes on cash 623 (298) --------- --------- INCREASE (DECREASE) IN THE PERIOD 33,486 (23,171) Cash and equivalents at beginning of period 31,295 46,064 --------- --------- CASH AND EQUIVALENTS AT END OF PERIOD $ 64,781 $ 22,893 ========= ========= 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 December 31, 1996 are not necessarily indicative of the results that may be expected for the year ending September 30, 1997. 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, 1996. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Andrew Corporation set first quarter records in orders, sales, net income and net income per share. Net sales for the quarter ended December 31, 1996 were $231.7 million, an increase of 30% over the first three months of fiscal year 1996. Both U.S. and international markets drove this increase. Infrastructure construction of personal communications services (PCS) and sales of wireless hand set accessories contributed to the domestic sales growth, while the South American market lead the international growth. The company's recent acquisitions of The Antenna Company and Mapra Industria e Comercio, Ltda. and Gerbo Telecommunicacoes, Ltda. have also contributed to the overall sales growth for the quarter. Cost of products sold, as a percentage of sales, was 61.2% for the first three months of fiscal year 1997 compared to 59.6% for the first quarter of fiscal year 1996. Increased customer demand for lower margin commercial products, increased sales of wireless accessories products and increased price competition were partially offset by decreased copper prices causing the growth in cost of products sold, as a percentage of sales. Operating expenses, as a percentage of sales, decreased 2.5% compared to prior year. As a percentage of sales, research and development expenses remained relatively stable, while sales and administrative expenses decreased 2.7% compared to the same period last year, mainly due to productivity improvements in the commercial segment. Total research and development spending increased $2.4 million compared to the first quarter of fiscal year 1996, while sales and administrative spending increased $5.0 million. Net interest expense remained relatively unchanged compared to the first quarter of fiscal year 1996. Other expense for the first quarter of fiscal year 1997 totaled $.1 million compared to $.4 million for the first three months of fiscal year 1996. Recording the minority interest's share in the income of the company's operations in Brazil and South Africa partially offset foreign exchange gains resulting in a slight improvement in other expense for the first quarter of fiscal year 1997 when compared to the same period last year. LIQUIDITY AND CAPITAL RESOURCES Cash from operations increased $29.6 million compared to the first quarter of fiscal year 1996. Collections of strong fourth quarter fiscal year 1996 sales, higher first quarter net income and decreased inventory levels in the commercial business segment were responsible for the increased liquidity. Cash used in investing activities decreased $20.6 million to $12.8 million for the quarter. Capital spending for the first quarter of fiscal year 1997 totaled $11.5 million compared to $14.1 million for the same period last year. In the first quarter of fiscal year 1996, the company purchased a majority interest in Mapra Industria e Comercio, Ltda. and Gerbo Telecommunicacoes e Servicos, Ltda. for $14.5 million, net of cash received. Cash from financing activities, for the quarter, increased $5.5 million compared to the same period last year. This increase is attributable to increased stock option activity and funds borrowed for the construction of a cable manufacturing plant in Sorocaba, Brazil. PART II--OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K a) Exhibit Index
Exhibit No. Description - ----------- ----------- 11 Computation of Earnings per Share 27 Financial Data Schedule
(b) Reports on Form 8-K On November 26, 1996, the Registrant filed under Item 5 of Form 8-K a description of actions taken by the Board of Directors of the company (i) to terminate the company's stockholder rights plan and to redeem all rights outstanding thereunder and (ii) to implement a new stockholder rights plan and to declare a dividend of one common stock purchase right for each outstanding share of Common Stock of the company. 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. Date January 27, 1997 F. L. English --------------------- ------------- F. L. English Chairman, President and Chief Executive Officer Date January 27, 1997 C. R. Nicholas --------------------- -------------- C. R. Nicholas Executive Vice President and Chief Financial Officer EX-11 2 COMPUTATION OF EARNINGS PER SHARE EXHIBIT 11 ANDREW CORPORATION Computation of Earnings Per Share (In thousands, except per share amounts)
Three Months Ended December 31 ---------------------- 1996 1995 -------- -------- PRIMARY EARNINGS PER SHARE Average shares outstanding 60,482 60,071 Net effect of dilutive stock options-- based on the treasury stock method using average market price 910 895 ======== ======== Total 61,392 60,966 ======== ======== Net income $24,340 $16,911 ======== ======== Per share amount $ 0.40 0.28 ======== ======== FULLY DILUTED EARNINGS PER SHARE Average shares outstanding 60,482 60,071 Net effect of dilutive stock options-- based on the treasury stock method using quarter end market price 912 895 ======== ======== Total 61,394 60,966 ======== ======== Net income $24,340 16,911 ======== ======== Per share amount $ 0.40 0.28 ======== ========
EX-27 3 ART. 5 FDS FOR 12-31-96 10Q
5 1,000 3-MOS SEP-30-1997 DEC-31-1996 64,781 0 190,123 4,008 169,098 429,093 346,650 209,808 663,018 119,982 40,377 0 0 685 484,427 663,018 231,664 231,664 141,692 141,692 51,860 296 1,259 37,446 13,106 24,340 0 0 0 24,340 .40 .40
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