-----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, Jl6Fx1KiOLs384KILOGJmGywHQGDz90KuvWMuHwkkqgHCpaW4Fs//C4QCc+FHhhx 2/o1tWGdWs9uPlTtcbK2zg== 0000317093-98-000013.txt : 19980814 0000317093-98-000013.hdr.sgml : 19980814 ACCESSION NUMBER: 0000317093-98-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 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: SEC FILE NUMBER: 000-09514 FILM NUMBER: 98686721 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 (06/30/98) 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 June 30, 1998. 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-- 86,104,134 shares as of July 31, 1998 INDEX ANDREW CORPORATION PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated balance sheets--June 30, 1998 and September 30, 1997. Consolidated statements of income--Three and nine months ended June 30, 1998 and 1997. Consolidated statements of cash flows--Nine months ended June 30, 1998 and 1997. Notes to consolidated financial statements--June 30, 1998. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K. SIGNATURES ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
June 30 September 30 1998 1997 ------------ -------------- (Unaudited) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 93,263 $ 93,823 Accounts Receivable, less allowances (Jun. $3,583; Sep. $2,754) 158,867 185,752 Inventories Finished Products 68,047 57,458 Materials and Work in Process 106,435 109,432 ------------ -------------- 174,482 166,890 Assets related to discontinued operations, less allowances 0 4,811 Miscellaneous Current Assets 9,677 8,538 ------------ -------------- TOTAL CURRENT ASSETS 436,289 459,814 OTHER ASSETS Cost in excess of net assets of businesses acquired, less accumulated amortization (Jun. $9,904; Sep. $8,742) 23,564 24,726 Investment in and Advances to Affiliates 56,225 55,628 Investments and other assets 16,286 13,396 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 15,424 11,646 Building 71,229 72,884 Equipment 300,621 275,015 Allowances for Depreciation 238,520 221,955 ------------ -------------- 148,754 137,590 ------------ -------------- TOTAL ASSETS $ 681,118 $ 691,154 ============ ============== The balance sheet at September 30, 1997 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)
June 30 September 30 1998 1997 ------------ -------------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes Payable $ 10,892 $ 14,319 Accounts Payable 31,221 37,237 Accrued expenses and other liabilities 23,266 21,014 Compensation and related expenses 27,320 29,312 Income taxes 23,779 16,430 Liabilities related to discontinued operations 0 3,637 Current portion of long term debt 5,365 5,144 ------------ -------------- TOTAL CURRENT LIABILITIES 121,843 127,093 ------------ -------------- DEFERRED LIABILITIES 10,761 10,239 LONG-TERM DEBT, less current portion 41,276 35,693 MINORITY INTEREST 5,339 9,006 STOCKHOLDERS' EQUITY Common stock (par value, $.01 a share: 400,000,000 shares authorized; 102,718,210 shares issued, including treasury) 1,027 1,027 Additional paid-in capital 53,129 51,810 Foreign currency translation (11,439) (4,532) Retained earnings 624,327 547,256 Treasury stock, at cost (16,615,594 shares in Jun.; 13,060,876 shares in Sep.) (165,145) (86,438) ------------ -------------- 501,899 509,123 ------------ -------------- TOTAL LIABILITIES AND EQUITY $ 681,118 $ 691,154 ============ ============== The balance sheet at September 30, 1997 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENT OF INCOME (Unaudited) (In thousands, except per share amounts) Three Months Ended Nine Months Ended June 30 June 30 ------------------ ------------------ 1998 1997 1998 1997 -------- -------- -------- -------- SALES $204,220 $208,911 $632,228 $636,853 Cost of Products Sold 122,905 116,965 384,206 374,692 -------- -------- -------- -------- GROSS PROFIT 81,315 91,946 248,022 262,161 OPERATING EXPENSES Research and development 6,502 11,345 19,828 30,267 Sales and administrative 37,375 37,019 110,640 109,581 Restructuring expenses 0 5,150 0 5,150 -------- -------- -------- -------- 43,877 53,514 130,468 144,998 -------- -------- -------- -------- OPERATING INCOME 37,438 38,432 117,554 117,163 OTHER Interest expense 1,707 1,657 4,868 4,440 Interest income (2,413) (1,236) (5,307) (2,885) Other (income) expense 887 (387) 1,219 (2,862) -------- -------- -------- -------- 181 34 780 (1,307) -------- -------- -------- -------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 37,257 38,398 116,774 118,470 Income Taxes 12,667 13,439 39,703 41,464 -------- -------- -------- -------- INCOME FROM CONTINUING OPERATIONS 24,590 24,959 77,071 77,006 DISCONTINUED OPERATIONS Loss from operations of Network Products Business, net of applicable tax benefit 0 1,135 0 3,330 Loss on disposal of Network Products Business, including provision of $1,040 for operating losses during phase-out period, net of applicable tax benefit 0 16,086 0 16,086 -------- -------- -------- -------- 0 17,221 0 19,416 -------- -------- -------- -------- NET INCOME $ 24,590 $ 7,738 $ 77,071 $ 57,590 ======== ======== ======== ======== BASIC AND DILUTED EARNINGS PER SHARE Continuing Operations $ 0.28 $ 0.27 $ 0.87 $ 0.84 ======== ======== ======== ======== Net Income $ 0.28 $ 0.08 $ 0.87 $ 0.63 ======== ======== ======== ======== AVERAGE SHARES OUTSTANDING Basic 88,227 91,089 88,630 91,146 ======== ======== ======== ======== Diluted 88,545 91,693 89,061 91,877 ======== ======== ======== ======== See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Nine Months Ended June 30 ----------------------- 1998 1997 ---------- ---------- CASH FLOW FROM OPERATIONS Net Income $ 77,071 $ 57,590 ADJUSTMENTS TO NET INCOME Restructuring costs (243) 5,150 Discontinued operations 0 22,771 Depreciation and amortization 26,946 29,143 Decrease in accounts receivable 23,664 15,691 Increase in inventories (8,408) (17,379) Increase in miscellaneous current and other assets (3,814) (7,662) Decrease (increase) in receivables from affiliates 605 (161) Increase in accounts payable and other liabilities 6,382 4,823 Other (280) (127) ---------- ---------- NET CASH FROM OPERATIONS 121,923 109,839 INVESTING ACTIVITIES Capital Expenditures (40,963) (31,532) Acquisition of business, net of cash acquired (3,000) 0 Investments in and advances to affiliates (752) (10,370) Proceeds from sales of property, plant and equipment 469 379 ---------- ---------- NET CASH USED FOR INVESTING ACTIVITIES (44,246) (41,523) FINANCING ACTIVITIES Proceeds from (payments on) long-term borrowings 6,112 (90) (Payments on) proceeds from short-term borrowings (2,949) 13,115 Payments to acquire treasury stock (80,333) (23,793) Stock option plans 1,754 4,331 ---------- ---------- NET CASH USED FOR FINANCING ACTIVITIES (75,416) (6,437) Effect of exchange rate changes on cash (2,821) (1,576) ---------- ---------- TOTAL (DECREASE) INCREASE FOR THE PERIOD (560) 60,303 Cash and Equivalents at Beginning of Period 93,823 31,295 ---------- ---------- CASH AND EQUIVALENTS AT END OF PERIOD $ 93,263 $ 91,598 ========== ========== 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 June 30, 1998 are not necessarily indicative of the results that may be expected for the year ending September 30, 1998. 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, 1997. NOTE B--EARNINGS PER SHARE In 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". Statement 128 replaces the computation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. The Company adopted Statement 128 in the first quarter of fiscal year 1998. All share and per share amounts have been presented, and where necessary, restated to conform with the requirements of Statement 128. The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Nine Months Ended June 30 June 30 ------------------ -------------------- 1998 1997 1998 1997 -------- -------- -------- -------- (In thousands, except per share amounts) BASIC EARNINGS PER SHARE Numerator: Numerator for income from continuing operations per share $24,590 $24,959 $77,071 $77,006 Numerator for net income per share $24,590 $ 7,738 $77,071 $57,590 Denominator: Weighted average shares outstanding 88,227 91,089 88,630 91,146 ======== ======== ======== ======== Income from continuing operations per share - basic $0.28 $0.27 $0.87 $0.84 ======== ======== ======== ======== Net income per share - basic $0.28 $0.08 $0.87 $0.63 ======== ======== ======== ======== DILUTED EARNINGS PER SHARE Numerator: Numerator for income from continuing operations per share $24,590 $24,959 $77,071 $77,006 Numerator for net income per share $24,590 $ 7,738 $77,071 $57,590 Denominator: Weighted average shares outstanding 88,227 91,089 88,630 91,146 Effect of dilutive securities: Stock options 318 604 431 731 ======== ======== ======== ======== 88,545 91,693 89,061 91,877 ======== ======== ======== ======== Income from continuing operations per share - diluted $0.28 $0.27 $0.87 $0.84 ======== ======== ======== ======== Net income per share - diluted $0.28 $0.28 $0.87 $0.63 ======== ======== ======== ========
Options to purchase 1,519,000 shares of common stock, at prices ranging from $21.31 - $38.17 per share, were not included in the June 1998 computation of diluted earnings per share, because the option's exercise price was greater than the average market price of the common shares. Options to purchase 739,000 shares of common stock at prices ranging from $27.88 - $38.17 per share were not included in the June 1997 diluted earnings per share calculation since the option's exercise price was higher than the average market price of the common shares. NOTE C--RESTRUCTURING During June 1997, the Company initiated a plan to restructure its European wireless products business and phase out its fiber optic sensors and global messaging development activities. The restructuring is substantially complete as of June 30, 1998. Actual costs were not materially different than the total after-tax charges of $3.3 million or $.04 per share recorded in June 1997. NOTE D--DISCONTINUED OPERATIONS On July 14, 1997, the Company adopted a plan to discontinue the operations of its network products business. The business was acquired by NLynx Systems Inc. during 1998. As such, there are no remaining assets and liabilities related to the business. The losses associated with the disposition did not materially differ from the estimated loss on disposal of the discontinued operations of $16.1 million (net of applicable taxes of $6.7 million), recorded during the third quarter 1997. NOTE E - ACCOUNTING CHANGES In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. The Company will adopt this statement in the first quarter of fiscal year 1999. The Company does not believe the additional reporting and disclosures will have a significant impact on the Company's financial statements. In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information." This statement, which is effective for the Company's fiscal year-end 1999 financial statements, establishes standards for the way enterprises report information about operating segments in annual financial statements and requires that enterprises report selected information about operating segments in interim financial reports. The Company does not believe the additional disclosures will have a significant impact on the Company's financial statements. In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits". Statement No. 132 changes the existing disclosure requirements for pensions and other postretirement benefits plans. It does not change the measurement or recognition of those plans. The Company will adopt this statement in the first quarter of fiscal year 1999. Adoption of this statement is not expected to have a material effect on the Company's financial statements. In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Company will adopt this statement in the first quarter of fiscal year 2000. Adoption of this statement is not expected to have a material effect on the Company's financial statements. In March 1998, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 98-1, " Accounting for the Costs of Computer Software Developed or Obtained for Internal Use". SOP 98-1 provides guidance on the accounting treatment of costs related to software obtained or developed for internal use. The Company will adopt this statement in the first quarter of fiscal year 2000. Adoption of this statement is not expected to have a material effect on the Company's financial statements. In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-Up Activities". SOP 98-5 provides guidance on the accounting treatment of costs related to start-up activities. The Company will adopt this statement in the first quarter of fiscal year 2000. Adoption of this statement is not expected to have a material effect on the Company's financial statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales for the quarter ended June 30, 1998 were $204.2 million, a decrease of 2.0% compared to the same period last fiscal year. For the first nine months of fiscal year 1998, sales were $632.2 million, 1.0% below last fiscal year's sales of $636.9 million. Wireless infrastructure sales remained relatively stable for both the quarter and nine months ended June 30, 1998 when compared to the same periods last fiscal year. Compared to the same quarter last year, sales to the land mobile radio market and broadcast and government markets decreased slightly, while still showing growth for fiscal year 1998. Common carrier and private microwave sales were down for the quarter and nine months ended June 30, 1998 compared to the same periods last fiscal year. Excluding the effects of the restructured European portion of its business, the wireless accessories business had strong growth for both the quarter and first nine months of fiscal year 1998. Cost of products sold as a percentage of sales for the quarter ended June 30, 1998 was 60.2%, an increase of 4.2% over the same period last fiscal year. For the first nine months of fiscal year 1998, cost of products sold as a percentage of sales was 60.8% compared to 58.8% for the first nine months of fiscal year 1997. Increased price pressure resulting in higher customer discounts, particularly for coaxial cable , as well as lower volumes in the towers business contributed to the growth in cost of products sold as a percentage of sales. These trends were partially offset by productivity improvements. Excluding the effect of the $5.2 million charge for the restructuring of the Company's European wireless products business and the phasing out of the Company's fiber optic sensors and global messaging development activities taken in June 1997, operating expenses, as a percentage of sales, decreased 1.7% for the quarter to 21.5% of sales. For the first nine months of fiscal year 1998, excluding the $5.2 million restructuring charge, operating expenses, as a percentage of sales, were 20.6% compared to 22.0% for the same period last fiscal year. Research and development expenses as a percentage of sales, for both the quarter and nine months ended June 30, 1998, showed improvement mainly due to the Company's restructuring in June 1997. Sales and administrative expenses as a percentage of sales increased slightly for both the quarter and nine months ended June 30, 1998 compared to the same periods last fiscal year primarily due to the Company's continued upgrading of its business and information systems. Interest expense for the third quarter of fiscal year 1998 remained stable compared to the same period last fiscal year. Interest income for the quarter ended June 30, 1998 doubled due mostly to interest earned on advances to the Company's Russian joint ventures. Net interest income for the nine months ended June 30, 1998 was $0.4 million compared to net interest expense of $1.6 million for the same period last fiscal year. This improvement is due to interest earned on advances to the Company's Russian joint ventures, as well as higher average investment balances. Other expense increased for both the quarter and nine months ended June 30, 1998 due primarily to foreign exchange losses. In June 1997, the Company decided to exit its network products business. As a result of that decision, the Company incurred a charge of $16.1 million related to the disposal, net of applicable tax benefits. For more information see Note D - - Discontinued Operations. LIQUIDITY Cash and cash equivalents for the nine months ended June 30, 1998 remained relatively unchanged when compared to September 30, 1997. Working capital decreased by $18.3 million to $314.4 million mainly due to cash generated from receivables collections being used to fund the Company's stock buyback program. During the first nine months of fiscal year 1998, the Company generated $121.9 million in cash from operations, principally from earnings of $77.1 million, which included non-cash charges of $26.9 million. Changes in accounts receivable generated $23.7 million in cash, while days sales in billed receivables increased slightly to 68 days compared to 67 days at September 30, 1997. Growth in inventories and prepaid and other assets along with payments of accounts payable partially offset the cash inflows generated from earnings, accounts receivable and the growth in income taxes payable. Net cash used in investing activities, for the nine months ended June 30, 1998, totaled $44.2 million. Of the $41.0 million the Company spent on property, plant and equipment, $10.0 million was spent on the Company's Chinese facility, while $9.6 million was spent on the construction of new facilities in Texas. In the first quarter of fiscal year 1998, the Company purchased an additional 19% interest in its Brazilian operations for $3.0 million. Net cash used in financing activities, for the nine months ended June 30, 1998, totaled $75.4 million. In June 1998, the Company's board of directors authorized an additional five million shares of common stock to be repurchased under the Company's stock buyback plan, bringing the total authorized for repurchase to 10 million shares. During fiscal year 1998 the Company has repurchased a total of 3.8 million shares at a cost of $80.3 million. Since the inception of the stock buyback program in May 1997, the Company has repurchased 5.3 million shares for a total cost of $122.0 million. During the first quarter of fiscal year 1998, the Company's Brazilian operations borrowed $6.1 million at a weighted average interest rate of 12% to repay borrowings made under a line of credit agreement with ABN-AMRO with a weighted average interest rate of 22%. YEAR 2000 The "Year 2000 issue" arose because many existing computer programs use only the last two digits to refer to a year. Therefore, these computer programs do not properly recognize a year that begins with "20" instead of "19". If not corrected, many computer applications could fail or create erroneous results. In 1994, the Company instituted a program to routinely review its computer hardware and software to increase operational efficiency. From this review it was determined that a new business system would be needed to meet the Company's growing needs. During this review it was also determined that the Company's current business systems were not year 2000 compliant. In 1994 the Company purchased a new business system that would not only meet the Company's needs, but was also year 2000 compliant. To date, the Company has completed its testing of the system and is currently in the process of implementing the system at all operating locations. The Company expects to have the system fully implemented by December 1998. Amounts expended, or to be expended, exclusively to ensure year 2000 compliance are not expected to be material to the Company's consolidated results of operations or financial position. Although, the Company does not expect any significant disruption in operations from its suppliers or customers' inability to achieve year 2000 compliance, the potential impact and related costs associated with this potential noncompliance could be material. To ensure this, the Company is in the process of contacting all of its significant third party relationships to determine the extent to which the company is vulnerable to their failure to obtain year 2000 compliance. RISK FACTORS Statements included in this Form 10-Q which are not historical in nature are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain factors that could cause the Company's results to differ materially from forecasts or expectations include, but are not limited to: the impact of competitive products and pricing; regional economic or political conditions that may impact customers' ability to purchase our products and services; availability of qualified technical management, principally in emerging markets and end user demand for wireless communication products. PART II--OTHER INFORMATION Item 5. Other Information Stockholder proposals and nominations for directors intended for inclusion in the Company's proxy statement relating to the next annual meeting (February 1999) must be received at the Company's offices (addressed to the attention of the Secretary) not later than August 28, 1998. Any such proposal must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and Exchange Commission. Under the Company's By-laws, proposals of stockholders not intended for inclusion in the proxy statement, but intended to be raised at the February 1999 annual meeting, must be received not later than November 12, 1998 and must set forth as to each matter the stockholder proposes to bring before the meeting: (i) a brief description of the business desired to be brought before the meeting; (ii) the name and address, as they appear on the Company's stock records, of the stockholder proposing such business; (iii) the class and number of shares of the Company that are beneficially owned by the stockholder; and (iv) any interest of the stockholder in such business. In addition, the proxy rules of the Securities and Exchange Commission permit the persons named in the proxies solicited by the Company's Board of Directors to exercise discretionary voting power with respect to any proposal that is submitted later than November 11, 1998 for consideration at the February 1999 annual meeting and that is not submitted for inclusion in the Company's proxy statement and form of proxy. Item 6. Exhibits and reports on Form 8-K a) EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10 May 4, 1998 Assignment Agreement between ABN-AMRO Bank N.V. and Bank Austria Aktiengesellschaft 27 Financial Data Schedule June 30, 1998
(b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended June 30, 1998. 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 August 13, 1998 /s/ F. L. English ----------------------- ----------------- F. L. English Chairman, President and Chief Executive Officer Date August 13, 1998 /s/ C. R. Nicholas ----------------------- ------------------ C. R. Nicholas Executive Vice President and Chief Financial Officer EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10 May 4, 1998 Assignment Agreement between ABN-AMRO Bank N.V. and Bank Austria Aktiengesellschaft 27 Financial Data Schedule June 30, 1998
EX-10 2 LENDER ASSIGNMENT AGREEMENT LENDER ASSIGNMENT AGREEMENT THIS LENDER ASSIGNMENT AGREEMENT (the "ASSIGNMENT") is made and entered into as of May 4, 1998 by and between ABN AMRO BANK N.V. (the "ASSIGNOR") and BANK AUSTRIA AKTIENGESELLSCHAFT, (the "ASSIGNEE"). WITNESSETH WHEREAS, an Amended and Restated Credit Agreement dated as of November 1, 1997, the ("AGREEMENT") has been entered into among Andrew Corporation, a Delaware corporation (the "COMPANY"), certain Designated Subsidiaries of the Company, the financial institutions from time to time party thereto including the Assignor (individually a "LENDER" and collectively, the "LENDERS"), and Bank of America National Trust and Savings Association as agent for the Lenders (in such capacity, the "AGENT"). Unless otherwise defined herein, terms defined in the Agreement are used herein with the same meanings; and WHEREAS, pursuant to the Agreement, on the date hereof, and without giving effect to any other assignments to become effective on the Assignment Effective Date (hereafter defined) or any other assignments thereof which have not yet become effective (a) the Assignor's Commitment (the "Assignor's Commitment") is the amount specified in ITEM 1 of SCHEDULE 1 hereto, (b) the aggregate principal amount of outstanding Reference Rate Loans, Eurodollar Loans, Eurocurrency Loans and Quoted Rate Loans made by the Assignor to the Borrowers pursuant to the Assignor's Commitment is specified in ITEM 2 of SCHEDULE 1 hereto and (c) the Assignor's Percentage is the percentage set forth in ITEM 3 of SCHEDULE 1 hereto; and WHEREAS, the Assignor wishes to sell to the Assignee, and the Assignee wishes to purchase and assume from the Assignor (a) the portion of the Assignor's Commitment specified in ITEM 4 of SCHEDULE 1 hereto (the "ASSIGNED COMMITMENT") and (b) the portion of the Assignor's outstanding Reference Rate Loans, Eurodollar Loans, Eurocurrency Loans and Quoted Rate Loans Revolving Loans (the "ASSIGNED LOANS"), specified in Item 5 of SCHEDULE 1 hereto. NOW, THEREFORE, the parties hereto agree as follows: 1. Subject to the terms and conditions set forth herein, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, WITHOUT RECOURSE, as of the Assignment Effective Date and without giving effect to other assignments to become effective on the Assignment Effective Date or any other assignments thereof which have not yet become effective (a) all right, title and interest of the Assignor to the Assigned Loans and (b) all obligations of the Assignor under the Agreement with respect to the Assigned Commitment including, without limitation, any Notes held by the Assignor and any interest, fees and commissions which accrue after the Assignment Effective Date; PROVIDED, HOWEVER, that Assignee does not purchase or assume any liability resulting from acts or omissions of Assignor occurring prior to the Assignment Effective Date. After giving effect to the transactions contemplated by this Assignment and Assumption, (i) the amount of the Assigned Loans shall be the amounts set forth in ITEM 5 of SCHEDULE 1 and (ii) Assignor's and Assignee's respective Percentages and Commitments shall be set forth in Item 6 of SCHEDULE I hereto. 2. The Assignor (i) represents and warrants that the information set forth in ITEMS 1, 2 and 3 is true and correct as of the date hereof; (ii) represents and warrants that (a) it is the legal and beneficial owner of the Loans and Commitments being assigned by it hereunder, (b) it has the full power and legal right to execute and deliver this Assignment and to perform its obligations hereunder, (c) the execution, delivery of this Assignment, and the performance by it of its obligations hereunder, have been duly authorized by all necessary corporate or other action and do not violate any provisions of its charter or by-laws or any contractual obligation or requirement of law binding upon it and (d) the Assigned Loans and Assigned Commitment are free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by any Borrower or any other Person in or in connection with the Agreement or any other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other Loan Documents or any other instrument or document furnished by or on behalf of any Borrower or any other Person pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any other Person or the performance or observance by any Borrower or any other Person of any of its obligations under the Agreement or any other Loan Documents or any agreement, instrument or document furnished pursuant thereto; and (v) represents and warrants that, to its knowledge, the Agent has not notified the Company of the existence of any Default which currently exists. 3. The Assignee (i) represents and warrants that (a) it has the full power and legal right to execute and deliver this Assignment and to perform its obligations hereunder and, to the extent of its interest therein, under the Agreement and the other Loan Documents and (b) the execution and delivery by it of this Assignment, and the performance by it of its obligations hereunder and, to the extent of its interest therein, under the Agreement and the other Loan Documents, have been duly authorized by all necessary corporate or other action and do not violate any provisions of its charter or by-laws or any contractual obligation or requirement of law binding upon it; (ii) confirms that it has received a copy of the Agreement and the other Loan Documents, together with copies of the most currently available financial statements referred to in SECTION 7.1.1 of the Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment; (iii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement; (iv) appoints and authorizes the Agent to take such actions on its behalf and to exercise such powers under the Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will become a party to and a Lender under the Agreement on the Assignment Effective Date and perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Lender; (vi) specifies as its address for notices the office set forth in ITEM 7 of SCHEDULE 1 hereto; and (vii) agrees that no fee is payable by Borrower to Assignee in connection with the execution and delivery of this Assignment and Assumption. 4. The Assignor agrees that the Assignor shall pay to the Agent, for the account of the Agent, any processing fee required by the Agent to be paid to it pursuant to SECTION 10.11.1 of the Agreement. The Assignor further agrees that, within one Banking Day following receipt of new Notes duly executed by a Borrower reflecting the amount of the Assigned Commitment and the Assigned Loans, it will return its superseded Note(s) to the Agent for the account of such Borrower. 5. The obligations of the Assignee and the Assignor hereunder shall be subject to the requirement that the Assignor (a) shall have received good funds representing payment in full of all amounts due from the Assignee for purchase of the Commitment and Loans being purchased by and assigned to the Assignee and (b) complied with all other provisions of this Assignment and all applicable provisions of SECTION 10.11 of the Agreement. The effective date of this Assignment (the "ASSIGNMENT EFFECTIVE DATE") shall be May 4, 1998 or, if later, the first Banking Day on which the requirements of the preceding sentence of this SECTION 5 have been satisfied. Following the execution of this Assignment by the Assignor and the Assignee and the acknowledgment of the same by the Company and each other Borrower, it will be delivered to the Agent for acceptance and recording by the Agent. 6. Upon such acceptance and recording, as of the Assignment Effective Date, (i) the Assignee shall be a party to the Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Agreement and under the other Loan Documents. 7. Upon such acceptance and recording, from and after the Assignment Effective Date, the Agent shall make all payments received by it under the Agreement and the other Loan Document in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement for periods prior to the Assignment Effective Date directly between themselves. 8. This Assignment shall be governed by, and construed in accordance with, the internal laws and decisions (as opposed to conflicts of law provisions) of the State of Illinois. 9. This Assignment shall inure to the benefit of and be binding upon successors and assigns of the Assignor and the Assignee. 10. This Assignment shall supersede any prior agreement or understanding between the parties (other than the Agreement and the other Loan Documents) as to the subject matter hereof. This Assignment shall be deemed to be a Loan Documents for all purposes under the Agreement. 11. This Assignment may be executed by Assignor and Assignee in any number of counterparts and on the same or separate counterparts, each of which, when executed and delivered, shall be an original but all of which taken together, shall be but a single Lender Assignment Agreement. IN WITNESS WHEREOF, the Assignor and the Assignee have executed this Assignment and Assumption as of this day of this 4th day of May, 1998. ABN AMRO BANK N.V., Assignor By: /s/ DAWN NICHOLSON --------------------------- Title: ASSISTANT VICE PRESIDENT By: /s/ LINDA BOARDMAN --------------------------- Title: VICE PRESIDENT BANK AUSTRIA AKTIENGESELLSCHAFT, ASSIGNEE By: /s/ J. ANTHONY SEAY --------------------------- Title: FIRST VICE PRESIDENT By: /s/ JEANINE B. LONG --------------------------- Title: VICE PRESIDENT Pursuant to SECTION 10.11.1 of the Agreement, the Company, on behalf of itself and each of the Designated Subsidiaries, hereby agrees, accepts and consents to the foregoing Assignment. The Company further agrees, on behalf of itself and each of the Designated Subsidiaries that, within five Banking Days from Assignment Effective Date, it will execute and deliver, and will cause each Designated Subsidiary to execute and deliver, to the Agent, a new Note to the Assignee and the Assignor, reflecting the amount of the Assignor's Commitment assigned to the Assignee pursuant to this Assignment, and the Assignor's Commitment less the Assigned Commitment respectively. ANDREW COPRORATION By: /s/ JEFF GITTELMAN ------------------- JEFF GITTELMAN Title: TREASURER Date: 5-22-98 Pursuant to SECTION 10.11.1 of the Agreement the undersigned, as Agent for the Lenders (i) accepts the foregoing Assignment and (ii) agrees that the execution and delivery of the Assignment shall not alter the rights and obligations of the undersigned as Agent. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION as Agent for the lenders By: /s/ DAVID A. JOHANSON ---------------------- DAVID A. JOHANSON Title: VICE PRESIDENT Date: By: Title: Date: SCHEDULE 1 to Lender Assignment Agreement dated as of May 4, 1998 between ABN AMRO BANK N.V., Assignor and BANK AUSTRIA AKTIENGESELLSCHAFT, Assignee ITEM 1. Assignor's Commitment $ 12,500,000 - ------ ITEM 2. Assignor's Loans Outstanding - ------ COMPANY: Reference Rate Loans $ 0 Eurodollar Loans $ 0 Eurocurrency Loans $ 5,250,000 FRF Quoted Rate Loans $ 4.0625% [DESIGNATED SUBSIDIARY] Reference Rate Loans $ Eurodollar Loans $ Eurocurrency Loans $ Quoted Rate Loans $ ITEM 3. Assignor's Percentage .50% - ------ ITEM 4. Amount of Assigned Commitment $ 6,250,000 - ------ ITEM 5. Amount of Assigned Loans - ------ COMPANY: Reference Rate Loans $ 0 Eurodollar Loans $ 0 Eurocurrency Loans $ 2,625,000 FRF Quoted Rate Loans $ [DESIGNATED SUBSIDIARY] Reference Rate Loans $ Eurodollar Loans $ Eurocurrency Loans $ Quoted Rate Loans $ ITEM 6. Commitments and Percentage After Assignment - ------ Commitments a. Assignor $ 2,625,000 FRF b. Assignee $ 2,625,000 FRF Percentages a. Assignor .50% b. Assignee .50% ITEM 7. Notice Address of Assignee - ------ 565 Fifth Avenue 26-29th Floor New York, New York 10017 Attention: Jeanine Long Telephone: (212) 880-1075 Facsimile: (212) 880-1080 EX-27 3 ART. 5 FDS FOR 06-30-98 10Q
5 1,000 9-MOS SEP-30-1998 JUN-30-1998 93,263 0 162,450 3,583 174,482 436,289 387,274 238,520 681,118 121,843 41,276 0 0 1,027 500,872 681,118 632,228 632,228 384,206 384,206 130,468 1,242 4,868 116,774 39,703 77,071 0 0 0 77,071 0.87 0.87
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