-----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, ree4LWKvI5y56O0+MLBSfy3H1d9kamF7PLKC4oPpoTrnxq2pfNC2VDCO0qfiNuWy Gy6pnztOpLhxQmRP7q+LRA== 0000950131-94-000197.txt : 19940215 0000950131-94-000197.hdr.sgml : 19940215 ACCESSION NUMBER: 0000950131-94-000197 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDREW CORP CENTRAL INDEX KEY: 0000317093 STANDARD INDUSTRIAL CLASSIFICATION: 3663 IRS NUMBER: 362092797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 000-09514 FILM NUMBER: 94507328 BUSINESS ADDRESS: STREET 1: 10500 W 153RD ST CITY: ORLAND PARK STATE: IL ZIP: 60462 BUSINESS PHONE: 7083493300 10-Q 1 FORM 10-Q INDEX ANDREW CORPORATION PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements (Unaudited) Consolidated condensed balance sheets--December 31, 1993 and September 30, 1993. Consolidated condensed statements of income--Three months ended December 31, 1993 and 1992. Consolidated condensed statements of cash flows--Three months ended December 31, 1993 and 1992. Notes to consolidated condensed financial statements--December 31, 1993. 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. SIGNATURES - ---------- -1- ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
December 31 September 30 ASSETS 1993 1993 ----------- ------------ (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 7,736 $ 21,729 Accounts receivable, less allowance of (Dec. $3,496; Sep. $3,167) 113,952 107,276 Inventories: Finished products 16,933 18,611 Materials and work in process 60,327 51,695 --------- --------- 77,260 70,306 Miscellaneous current assets 3,571 3,309 --------- --------- TOTAL CURRENT ASSETS 202,519 202,620 OTHER ASSETS Cost in excess of net assets of businesses acquired, less amortization (Dec. $11,986, Sep. $11,310) 40,205 40,881 Investment in affiliates 18,530 16,493 Investments and other assets 9,667 8,996 PROPERTY, PLANT AND EQUIPMENT 212,954 207,511 Less allowances for depreciation (143,231) (139,398) --------- --------- 69,723 68,113 --------- --------- $ 340,644 $ 337,103 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 17,525 $ 18,561 Accrued expenses and other liabilities 23,862 19,170 Compensation and related expenses 8,708 15,950 Income taxes 10,612 10,250 --------- --------- TOTAL CURRENT LIABILITIES 60,707 63,931 DEFERRED LIABILITIES 4,055 3,602 LONG-TERM DEBT 50,000 50,000 STOCKHOLDERS' EQUITY Common Stock - (par value $.01 a share) Authorized - 100,000,000 Issued - 30,435,882 203 203 Additional paid-in capital 28,551 28,448 Retained earnings 256,961 250,534 Foreign currency translation (5,792) (5,410) Treasury stock, at cost (5,205,138 shares Dec., 5,243,517 shares Sep.) (54,041) (54,205) --------- --------- 225,882 219,570 --------- --------- $ 340,644 $ 337,103 ========= =========
The balance sheet at September 30, 1993 has been derived from the audited financial statements at that date. See notes to consolidated condensed financial statements. -2- ANDREW CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts)
Three Months Ended December 31 ------------------- 1993 1992 -------- -------- Sales $121,746 $101,032 Cost of products sold 72,926 61,285 -------- -------- Gross profit 48,820 39,747 Operating expenses: Sales and administrative 31,324 26,566 Research and development 6,602 5,356 -------- -------- 37,926 31,922 Operating income 10,894 7,825 Other: Interest expense 1,235 1,574 Interest income (285) (218) Other income (98) (1,103) -------- -------- 852 253 Income before income taxes 10,042 7,572 Income taxes 3,615 2,802 -------- -------- Net income $ 6,427 $ 4,770 ======== ======== Net income per average share of common stock outstanding $ .25 $ .19 ======== ======== Average shares outstanding 25,967 25,287 ======== ========
See notes to consolidated condensed financial statements. -3- ANDREW CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Three Months Ended December 31 ------------------ 1993 1992 -------- -------- Cash Flows from Operations Net income $ 6,427 $ 4,770 Adjustments to net income Depreciation and amortization 5,238 4,520 (Increase) decrease in accounts receivable (7,259) 6,340 (Increase) decrease in inventories (6,771) 1,056 Increase in prepaid expenses and other assets (1,008) (441) Decrease in accounts payable and other liabilities (1,896) (8,389) Other (18) (151) -------- ------- Net Cash provided by (used in) Operations (5,287) 7,705 Investing Activities Increased investment in affiliates (2,037) (1,382) Capital expenditures (6,563) (3,773) Proceeds from sale of property, plant, and equipment 70 59 -------- ------- Net Cash used in Investing Activities (8,530) (5,096) Financing Activities Payment of short-term borrowings (6,000) Payments on long-term debt (90) Stock purchase and option plans 110 2,319 -------- ------- Net Cash provided by (used in) Financing Activities 110 (3,771) Foreign currency translation adjustments (286) (1,167) -------- ------- Decrease for the period (13,993) (2,329) Cash and cash equivalents at beginning of period 21,729 7,433 -------- ------- Cash and cash equivalents at end of period $ 7,736 $ 5,104 ======== =======
See notes to consolidated condensed financial statements. -4- ANDREW CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated condensed 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, 1993 are not necessarily indicative of the results that may be expected for the year ending September 30, 1994. 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, 1993. NOTE B--ACCOUNTS RECEIVABLE At December 31, 1993 unbilled receivables of $13,120,000 are included in accounts receivable, compared to $8,936,000 of unbilled receivables at September 30, 1993. These amounts will be billed to customers in accordance with contract terms and delivery schedules, and are generally expected to be collected within one year. NOTE C--INCOME TAXES Effective October 1, 1993 Andrew Corporation changed it's method of accounting for income taxes from the deferred method to the liability method required by SFAS No. 109, "Accounting for Income Taxes". Adoption of this statement did not have a material effect on the company's financial statements. NOTE D--POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The company adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", effective October 1, 1993. Adoption of this statement did not have a material effect on the company's financial statements. NOTE E--STOCK SPLIT On February 2, 1994 the company's Board of Directors declared a three-for-two stock split to stockholders of record on February 16, 1994, payable on March 2, 1994. On February 2, 1994 the Board of Directors approved an increase in the common stock authorized from 30,000,000 to 100,000,000. All share and per share amounts have been restated for all periods presented to reflect the stock split. -5- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------------------------------------------------------------------------ RESULTS OF OPERATIONS --------------------- RESULTS OF OPERATIONS Net sales for the three months ended December 31, 1993 increased 20.5% to $121,746,000. The increase reflects higher coaxial cable sales due to strength in the cellular and land mobile markets, and the company's participation in construction of new cellular sites in Argentina. These increases were partially offset by softness in network products and government electronic businesses. The Argentina contract added $7.4 million or approximately one-third of the sales increase compared to the December 1992 quarter. Cost of goods sold as a percentage of sales dropped to 59.9% from 60.7% last year. The percentage improved slightly due to the increase in higher margin coaxial cable sales. Sales and administrative expenses totalled $31,324,000 for the quarter ended December 31, 1993, up $4,758,000 from the prior year quarter. The growth reflects increased staffing in sales, marketing and product line management, primarily in Europe, and increased profit sharing expense. Research and development expenses grew by $1,246,000 due mainly to increased development costs for wireless telephone products. As a percent of sales, selling and administrative expenses were 25.7% of sales for the quarter ended December 31, 1993 versus 26.3% for the prior year quarter. Other income was $98,000 for the quarter ended December 31, 1993 compared to $1,103,000 for the prior year quarter. Other income includes foreign exchange gains of $87,000 and $1,005,000 for the quarters ended December 31, 1993 and December 31, 1992, respectively. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operations totalled $5,287,000, compared to net cash from operations of $7,705,000 for the prior year quarter. Growth in receivables and inventory accounted for most of the cash used. The increase in sales drove the growth in receivables. The growth in inventory reflects an increase in new orders and the Argentina contract. -6- PART II - OTHER INFORMATION - --------------------------- 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 December 31, 1993. -7- EXHIBIT 11 ANDREW CORPORATION Computation of Earnings Per Share (In thousands, except per share amounts)
Three Months Ended December 31 ------------------ 1993 1992 --------- -------- PRIMARY EARNINGS PER SHARE Average shares outstanding 25,217 24,552 Net effect of dilutive stock options-- based on the treasury stock method using average market price 713 630 ------- ------- TOTAL 25,930 25,182 ======= ======= Net income $ 6,427 $ 4,770 ======= ======= Per share amount $ .25 $ .19 ======= ======= FULLY DILUTED EARNINGS PER SHARE (NOTE) Average shares outstanding 25,217 24,552 Net effect of dilutive stock options-- based on the treasury method using quarter-end market price 750 735 ------- ------- TOTAL 25,967 25,287 ======= ======= Net income $ 6,427 $ 4,770 ======= ======= Per share amount $ .25 $ .19 ======= =======
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%. NOTE: All amounts and per share amounts in this exhibit have been restated to reflect a three-for-two stock split to stockholders of record on February 16, 1994. -8- 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 14 February 1994 F. L. English --------------------------------- ------------------------------------- F. L. English President and Chief Executive Officer Date 14 February 1994 C. R. Nicholas --------------------------------- ------------------------------------- C. R. Nicholas Vice President, Finance and Administration and Chief Financial Officer -9- -----END PRIVACY-ENHANCED MESSAGE-----