-----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, IoSbGrSQ0ojSmSUwx4e0tx64+uu5lC3+igOUjLxzMPcz5Zi2SPUlWuy5oRKyxLtV SrDVJ8+u+DOYgzY/VKq+Ng== 0000950137-99-001596.txt : 19990514 0000950137-99-001596.hdr.sgml : 19990514 ACCESSION NUMBER: 0000950137-99-001596 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990513 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: 001-14617 FILM NUMBER: 99620630 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 1 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 MARCH 31, 1999. 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-- 82,292,006 shares as of April 30, 1999 2 INDEX ANDREW CORPORATION PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated balance sheets--March 31, 1999 and September 30, 1998. Consolidated statements of income--Three and six months ended March 31, 1999 and 1998. Consolidated statements of cash flows--Six months ended March 31, 1999 and 1998. Notes to consolidated financial statements--March 31, 1999. 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 27 Financial Data Schedule for the period ended March 31, 1999. SIGNATURES 3 ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
MARCH 31 September 30 ASSETS 1999 1998 ---------- ------------ (UNAUDITED) CURRENT ASSETS Cash and cash equivalents $ 45,636 $ 78,395 Accounts receivable, less allowances (Mar. $3,419; Sep. $3,026) 160,144 181,389 Inventories Finished products 59,964 56,736 Materials and work in process 109,024 111,057 --------- --------- 168,988 167,793 Miscellaneous current assets 9,950 9,229 --------- --------- TOTAL CURRENT ASSETS 384,718 436,806 --------- --------- OTHER ASSETS Cost in excess of net assets of businesses acquired, less accumulated amortization (Mar. $3,953; Sep. $10,291) 12,550 23,177 Investments in and advances to affiliates 59,814 59,691 Investments and other assets 6,858 9,267 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 16,696 15,507 Buildings 82,387 83,789 Equipment 315,690 301,757 Allowances for depreciation (257,785) (247,091) --------- --------- 156,988 153,962 --------- --------- TOTAL ASSETS $ 620,928 $ 682,903 ========= =========
The balance sheet at September 30, 1998 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements 4 ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) (Continued)
MARCH 31 September 30 1999 1998 -------------- ------------ (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 2,464 $ 13,897 Accounts payable 29,928 32,867 Accrued expenses and other liabilities 17,539 16,856 Compensation and related expenses 19,458 32,424 Income taxes 11,441 15,835 Restructuring reserve 14,740 242 Current portion of long-term debt 5,947 4,568 --------- --------- TOTAL CURRENT LIABILITIES 101,517 116,689 --------- --------- DEFERRED LIABILITIES 13,261 14,044 LONG-TERM DEBT, LESS CURRENT PORTION 43,714 38,031 MINORITY INTEREST 4,730 5,361 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 55,115 53,309 Accumulated other comprehensive income (21,589) (7,617) Retained earnings 653,435 651,103 Treasury stock, at cost (20,426,204 shares in Mar.; 18,210,250 shares in Sep.) (230,282) (189,044) --------- --------- 457,706 508,778 --------- --------- TOTAL LIABILITIES AND EQUITY $ 620,928 $ 682,903 ========= =========
The balance sheet at September 30, 1998 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements 5 ANDREW CORPORATION CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (In thousands, except per share amounts)
Three Months Ended Six Months Ended March 31 March 31 ------------------------------------------------ 1999 1998 1999 1998 --------- --------- --------- --------- Sales $ 172,006 $ 196,872 $ 390,579 $ 428,008 Cost of Products Sold 126,840 119,762 265,881 261,301 --------- --------- --------- --------- Gross Profit 45,166 77,110 124,698 166,707 Operating Expenses Research and development 7,283 6,255 12,914 13,326 Sales and administrative 32,748 34,828 71,663 73,265 Restructuring expenses 29,817 0 29,817 0 --------- --------- --------- --------- Total Operating Expenses 69,848 41,083 114,394 86,591 --------- --------- --------- --------- Operating Income (24,682) 36,027 10,304 80,116 Other Interest expense 1,216 1,547 2,668 3,161 Interest income (1,799) (1,821) (3,822) (2,894) Other (income) expense 1,626 (284) 2,061 332 --------- --------- --------- --------- 1,043 (558) 907 599 --------- --------- --------- --------- Pretax Income (25,725) 36,585 9,397 79,517 Income Taxes (4,876) 12,438 7,065 27,036 --------- --------- --------- --------- Net Income $ (20,849) $ 24,147 $ 2,332 $ 52,481 --------- --------- --------- --------- Basic and Diluted Earnings per Share $ (.25) $ .27 $ .03 $ .59 --------- --------- --------- --------- Average Shares Outstanding Basic 82,610 88,498 83,219 88,831 --------- --------- --------- --------- Diluted 82,610 88,942 83,339 89,319 --------- --------- --------- ---------
See Notes to Consolidated Financial Statements 6 ANDREW CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Six Months Ended March 31 March 31 1999 1998 -------------------------- Cash Flow from Operations Net Income $ 2,332 $ 52,481 Adjustments to Net Income Restructuring costs 36,051 (243) Depreciation and amortization 17,942 17,474 Decrease in accounts receivable 14,053 19,403 Increase in inventories (11,270) (8,760) Increase in miscellaneous current and other assets (811) (1,892) Decrease in receivables from affiliates 2,940 0 Decrease in accounts payable and other liabilities (13,545) (270) Other (488) (313) --------- --------- Net Cash From Operations 47,204 77,880 Investing Activities Capital Expenditures (27,345) (27,534) Acquisition of business, net of cash acquired (5,545) (3,000) Investments in and advances to affiliates (949) 7,999 Proceeds from sales of property, plant and equipment 669 296 --------- --------- Net Cash Used In Investing Activities (33,170) (22,239) Financing Activities Proceeds from long-term borrowings 3,153 6,205 Payments on short-term borrowings (5,320) (3,836) Purchase of treasury stock (46,488) (32,463) Stock purchase and option plans 1,242 1,642 --------- --------- Net Cash Used In Financing Activities (47,413) (28,452) Effect of exchange rate changes on cash 620 (2,480) --------- --------- Total (Decrease) increase for the period (32,759) 24,709 Cash and equivalents at beginning of period 78,395 93,823 --------- --------- Cash and equivalents at end of period $ 45,636 $ 118,532 --------- ---------
See Notes to Consolidated Financial Statements 7 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 six month period ended March 31, 1999 are not necessarily indicative of the results that may be expected for the year ending September 30, 1999. 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, 1998. NOTE B--EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Six Months Ended March 31 March 31 ------------------- ----------------- (In thousands, except per share amounts) 1999 1998 1999 1998 --------- -------- ------- -------- BASIC EARNINGS PER SHARE Numerator: Numerator for net income per share ($20,849) $24,147 $ 2,332 $52,481 Denominator: Weighted average shares outstanding 82,610 88,498 82,219 88,831 ======== ======= ======= ======= Net income per share - basic ($ 0.25) $ 0.27 $ 0.03 $ 0.59 ======== ======= ======= ======= DILUTED EARNINGS PER SHARE Numerator: Numerator for net income per share ($20,849) $24,147 $ 2,332 $52,481 Denominator: Weighted average shares outstanding 82,610 88,498 82,219 88,831 Effect of dilutive securities: Stock options N/A 444 120 488 -------- ------- ------- ------- 82,610 88,942 83,339 89,319 ======== ======= ======= ======= Net income per share - diluted ($ 0.25) $ 0.27 $ 0.03 $ 0.59 ======== ======= ======= =======
Options to purchase 2,872,441 shares of common stock, at prices ranging from $16.00 - $38.17 per share, were not included in the computation of diluted earnings per share for the six months ended March 1999, because the option's exercise price was greater than the average market price of the common shares. No options to purchase common shares were used in the computation of diluted earnings per share for the three months ending March 1999, due to the antidutilve effect of these shares. Options to purchase 772,000 shares of common stock at prices ranging from $24.00 - $38.17 per share were not included in the March 1998 diluted earnings per share calculation since the option's exercise price was higher than the average market price of the common shares. NOTE C--COMPREHENSIVE INCOME In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". Statement No. 130 establishes new rules for the reporting and display of comprehensive income and its components. The adoption of this statement had no impact on the company's net income or stockholders' equity. Statement No. 130 requires the company to report foreign currency translation adjustments, which were previously 8 reported as a separate component of stockholders' equity, as a component of other comprehensive income. Prior year financial statements have been reclassified to conform with the requirements of Statement No. 130. Comprehensive income for the six months ended March 31, 1999 and 1998 amounted to ($11,640,000) and $47,166,000 respectively. Comprehensive income for the three months ended March 31, 1999 and 1998 amounted to ($33,008,000) and $23,889,000 respectively NOTE D--RESTRUCTURING In March 1999, the company initiated a plan to restructure the manufacturing operations of its towers and wireless accessories businesses, phase out of its AVS small aperture earth station product line and divest itself of its SciComm government electronics business. The company currently fabricates telecommunication towers at its manufacturing facility in Denton, TX. Due to space requirements at this facility and the existing capacity available at third party steel fabricators, the company plans to outsource tower production by the end of December 1999, while continuing in-house engineering design and marketing of the tower product line. The company also plans to relocate substantially all manufacturing activities associated with its wireless accessories products from its Addison, IL plant to facilities in Mexico and China, and expects to complete the relocation by December 1999. In addition, the battery product line will be narrowed considerably to focus on new battery chemistries. The company previously developed and has successfully marketed a first generation line of AVS small aperture earth station products. Competitors have recently introduced new, more cost effective and better performing products, superior to the company's first generation offering. Rather than redesign these products, the company has invested in new technology whose product was successfully demonstrated in December 1998 and which is currently in production and being offered for sale. The restructuring plan includes withdrawal from the marketplace of the first generation product and consequent write-down in related inventory. The company also plans to divest itself of its SciComm government electronics business. SciComm has provided significant technology currently utilized in several of the company's other businesses. With the recent completion of this technology transfer and the continued consolidation of the defense intelligence industry, it is no longer appropriate for the company to compete in this marketplace. The company expects to complete the divestiture by December 1999. In connection with the restructuring plans, approximately 600 employees and 280 temporary/contract workers will be terminated. Estimated employee termination costs of $5.2 million have been accrued in March 1999. In addition to termination costs, the restructuring reserve includes a goodwill write-off of $14.1 million, long-term lease commitments of $3.5 million and inventory, equipment and other asset write-downs of $13.9 million. Of the total $36.7 million employee termination and exit costs recognized in the quarter, $6.9 million is classified as Cost of Sales and $29.8 million as Restructuring in the Operating Expense section of the income statement. On an after-tax basis, restructuring charges were $28.1 million, or $0.34 per share. The company expects that the plan will generate $6.9 million of cash flow, net of income taxes, and that annual pre-tax cost reductions of $21 million will be achieved upon completion of the restructuring actions. Actual costs charged against the restructuring liability in the second quarter were $22.0 million, including termination costs of $0.4 million paid to 228 terminated employees, a $14.1 million goodwill write-off, and inventory and other asset write-downs of $7.5 million. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales for the quarter ended March 31, 1999 were $172 million, 13% lower than the same period last fiscal year. The decline in sales was mainly due to lower spending by most U.S. wireless infrastructure customers, industry-wide price pressures and the last quarter of tough comparisons to prior year's Southeast Asia business. Positive offsets to these items include wireless infrastructure growth in Europe and Latin America, and Internet backbone build outs in the U.S. Sales for the six months ended March 31, 1999 were $390.6 million, 9% lower than the same period last fiscal year. In the wireless infrastructure market, softness in the U.S. and Asia was partially offset by continued strength in Europe and Latin America. Sales into the broadcast market increased over last year led by higher shipments in the U.S., while sales of wireless accessories decreased during the period, primarily in Europe. Excluding the effect of the $6.9 million restructuring charge included in cost of goods sold, gross margin as a percentage of sales was 30.3% in the second quarter compared to 39.2% in the year ago period. For the first six months of fiscal year 1999, gross margin as a percentage of sales was 33.7%, excluding the effect of the restructuring charge, compared to 38.9% for the first six months of fiscal year 1998. The decrease in gross margin rates was driven by competitive market conditions and increased pricing pressure. On average, prices for both the quarter and six months were 4% to 5% lower than comparable periods last fiscal year. Product mix and lower sales volume also contributed to the decrease in gross margin as a percentage of sales. Excluding the effect of the $29.8 million restructuring charge taken in March, 1999, operating expenses in the second quarter, as a percentage of sales, were 23.3% compared to 20.9% for the same period last fiscal year. For the six months ended March 31, 1999, excluding the $29.8 million restructuring charge, operating expenses as a percentage of sales were 21.7% compared to 20.2% for the same period last fiscal year. Research and development expenses increased 16% in the quarter but remained slightly below year ago levels for the first six months due partially to the sale of the company's fiber optic sensors business in 1998. Sales and administrative expense for the second quarter and first six months of fiscal year 1999 declined $2.1 million and $1.6 million respectively, primarily due to lower payroll and related costs. As a percentage of sales, sales and administrative expenses increased from $17.7% to 19.0% in the second quarter, and from 17.1% to 18.3% for the first six months of the year. Interest expense for both the quarter and six months ended March 31, 1999 remained relatively unchanged compared to the same period's last fiscal year. Interest income for the second quarter was also comparable to last year at $1.8 million, while on a six month basis interest income increased $.9 million due to interest received on advances to the company's Russian joint ventures. Other expense increased for both the quarter and six months ended March 31, 1999, primarily due to foreign exchange losses from the company's Brazilian operations. The company's effective tax rate for the three months and six months ended March 31, 1999 was (19%) and 75% respectively, compared to an effective tax rate of 34% for both periods in the prior fiscal year. The increase in the effective rate was entirely attributable to the inclusion of non-deductible goodwill in the restructuring charges recognized during the quarter. LIQUIDITY Cash and cash equivalents decreased $32.8 million during the first six months of fiscal year 1999 to $45.6 million at March 31, 1999. Working capital totaled $283.2 million compared to $320.1 million at September 30, 1998. Management believes the current working capital level is adequate to meet the company's normal operating needs. During the first half of fiscal 1999 the company generated $47.2 million in cash from operations, principally from earnings of $2.3 million and non-cash charges of $17.9 million for depreciation and amortization and the $28.1 million after-tax restructuring charge. Accounts receivable declined $14.1 million due to lower sales volumes, while inventories increased both in anticipation of seasonally higher second half sales and due to an increase in 10 safety stock levels as a new management information system was implemented in the U.S. during the second quarter. Net cash used in investing activities during the first six months of fiscal year 1999 was $33.2 million, including $27.3 million spent on capital additions. The majority of the funds were used for equipment purchases and upgrades, completion of the company's China facility and continued investments in upgrading its business information systems. During the second quarter, the company acquired Passive Power Products, Inc., a Maine-based supplier of RF products to the broadcast markets, and completed the buyout of its joint venture in South Africa by purchasing the remaining 20% stake. Net cash used in financing activities totaled $47.4 million for the first six months of the fiscal year. The company repurchased 2.7 million shares of stock for $46.5 million. As of March 31, 1999, the company has repurchased 9.7 million shares of the 15.0 million shares authorized for repurchase at a total cost of $193.5 million. In the first quarter of fiscal 1999, the company's Brazilian operation borrowed additional U.S. dollar funds. 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. As an output from this effort, the company purchased a new business system in 1994 that would not only meet the company's needs but was also Year 2000 compliant. The company completed implementation of the system in all major locations in April 1999. Amounts expended or to be expended on information technology systems exclusively to ensure year 2000 compliance are not expected to be material to the company's consolidated results of operations or financial position. Management has also initiated a comprehensive program to prepare the company's manufacturing and facility systems for the year 2000. The company is actively engaged in testing and fixing applications such as security, environmental, desktop computers and production equipment to ensure they are Year 2000 ready. The company currently does not expect remediation costs to be material nor does it expect any significant interruption to its operations because of Year 2000 problems. Most of the company's products do not have Year 2000 readiness issues because they do not contain date-sensitive functions. The company is in the process of contacting all third parties with which it has significant relationships, to determine the extent to which the company could be vulnerable to failure by any of them to obtain Year 2000 compliance. Some of the company's major suppliers, customers and financial institutions have confirmed that they anticipate being Year 2000 compliant on or before December 31, 1999, although many have only indicated that they have Year 2000 readiness programs. To date, the company is not aware of any significant third parties with a Year 2000 issue that could materially impact the company's operations, liquidity or capital resources. However, the company has no means of ensuring that third parties will be Year 2000 ready and the potential effect of third-party non-compliance is currently not determinable. The company has devoted and will continue to devote the resources necessary to ensure that all Year 2000 issues are properly addressed. However, there can be no assurance that all Year 2000 problems are detected. Further, there can be no assurance that the company's assessment of its third party vendors and suppliers will be accurate. Some of the potential worst-case scenarios that could occur include: (1) corruption of data in the company's internal systems; (2) failure of infrastructure services provided by government agencies; and (3) health, environmental and safety issues relating to the company's facilities. If any of these situations were to occur, the company's operations in certain areas could be temporarily interrupted. These interruptions could be more severe in countries outside the U.S. where the company does a considerable amount of its business. The company intends to develop Year 2000 contingency plans for continuing operations in the event such problems arise. The company has operations around the world and is considering shifting operations to different facilities if there are interruptions to operations in particular countries or regions. 11 RISK FACTORS Safe Harbor for Forward-Looking Statements. We have made forward-looking statements in this Form 10-Q under "Management's Discussion and Analysis of Financial Condition and Results of Operations". In addition, other written or oral statements which constitute forward-looking statements may be made by or on behalf of the company. Although we have based these statements on the beliefs and assumptions of our management and on information currently available to them, they are subject to risks and uncertainties. We wish to ensure that such statements are accompanied by meaningful cautionary statements, so as to obtain the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995. Accordingly, such statements are qualified by reference to the discussion below of certain important factors that could cause actual results to differ materially from those projected in such forward-looking statements. We caution the reader that the list of factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict such risk factors, nor can we assess the impact, if any, of such risk factors on our business or the extent to which any factors may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, you should not put undue reliance on any forward looking statements. The company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. While Andrew Corporation's management is optimistic about the company's long-term prospects, the following risks and uncertainties, among others, should be considered in evaluating its growth outlook. Share Price Volatility. In the past years, the market price of our common stock has been very volatile. We believe that the price has fluctuated in response to such things as changes in growth rates of sales, net income and cash flow; volatility in the U.S. stock market in general and in wireless equipment stocks in particular; changes in analysts' estimates; and changes in general economic conditions. We expect that the price of our common stock will fluctuate in the future, perhaps substantially. Fluctuations in Operating Results. Historically our quarterly and annual revenues and operating results have fluctuated. We expect similar fluctuations in the future. In addition to general economic and political conditions, the following factors affect our revenues: timing of significant customer orders, inability to forecast future revenue due to our just-in-time supply approach, changes in competitive pricing, and wide variations in profitability by product line. Since our quarterly and annual revenues and operating results vary, we believe that period-to-period comparisons are not necessarily meaningful and you should not rely on such comparisons as indicators of our future performance. Intense Competition and Pricing Pressure. We believe that to be profitable in the future we must respond effectively to increased competitive pressure. We consider our principal competitive factors to include product quality and performance, service and support, pricing and proprietary technology. Over the past three years, in response to aggressive pricing practices by our competitors, we have lowered prices for most of our products by 5 to 6% per year. If we are unable to compete successfully, we may lose market share. We expect that a significant loss in market share would have a material negative effect on our business, financial condition and operating results. Rapid Technological Change and Pressure to Develop New Products. We believe that our future success depends on our ability to effectively anticipate and respond to changes in technology, customer needs and industry standards. Failure to anticipate changes, to adapt current products, to develop and introduce new products on a timely basis, or to gain market acceptance for new products would impair our competitiveness and could have a material negative impact on our business and operating results. International Risk. Nearly half of our sales are outside the United States and in recent years we have significantly increased our international manufacturing capabilities. We anticipate that international sales will continue to represent a substantial portion of our revenues and that continued growth and profitability will require further international expansion. International business risks include currency fluctuations, tariffs and other trade barriers, longer customer payment cycles, adverse taxes, restrictions on the repatriation of earnings, compliance with local laws and regulations, political and economic instability, and difficulties in managing and staffing operations. In particular, the recent deterioration of certain economies, such as Brazil, is expected to have a negative impact on 12 the financial results of our business in these regions during 1999. We believe that international risk factors could materially impact our future sales, financial condition and operating results. Ability to Attract and Retain Qualified People. We believe that our future success significantly depends on our ability to attract and retain highly qualified personnel. We cannot be sure that we will be able to attract and retain key personnel in the future. We believe our inability to do so could negatively impact our business, financial condition and operating results. Year 2000 Compliance. We are working toward bringing our business, manufacturing and facilities systems into Year 2000 compliance. We also are contacting third parties with whom we have significant relationships to determine our vulnerability to their failure to achieve Year 2000 compliance. Our failure to detect and address our own third-party Year 2000 problems could have a significant negative impact on our business, financial condition and results of operations. Dependence on Intellectual Property Rights. Others could obtain or use our intellectual property without our permission, develop equivalent or superior technology, or claim that we have infringed on their intellectual property rights. We rely on a combination of patent, copyright, trademark and trade secret laws, and non-disclosure and non-competition agreements to protect our rights. We are dependent on our intellectual property rights as a whole; however, we do not believe that the loss of exclusivity with respect to any one right would have a significant negative impact on our business, financial condition or operating results. Impact of Governmental Regulation. We are not directly regulated in the U.S., but most of our customers and the telecommunications industry generally are subject to Federal Communications Commission regulation. We believe that regulatory changes could have a significant negative effect on our business and operating results by restricting our customers' development efforts, making current products obsolete or increasing competition. Internationally, where many of our customers are government owned and operated entities, we also are at risk of changes in economic policy and communications regulation. In addition, our joint ventures in Russia and Mexico require telecommunications licenses, which may limit or otherwise affect the operations of the ventures. 13 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 9, 1999 (b) (b) & (c) Items submitted to a vote 1. Election of Directors
1. Election of Directors For Against Broker/Non-Votes Abstentions - --------------------------------------------------------------------------------------------------- John G. Bollinger 68,753,457 0 0 7,041,452 Jon L. Boyes 70,150,478 0 0 5,644,431 Thomas A. Donahoe 71,187,234 0 0 4,607,675 Kenneth J. Douglas 68,855,756 0 0 6,939,153 Floyd L. English 68,833,312 0 0 6,961,597 Jere D. Fluno 68,816,318 0 0 6,981,591 Dr. Glen O. Toney 71,153,487 0 0 4,641,422 Ormand J. Wade 68,885,576 0 0 6,909,303
2. The selection of Ernst & Young to serve as independent public auditors for fiscal year 1999. The selection of Ernst & Young as independent auditors was ratified by votes of 75,384,743 for, 211,800 against and 198,166 abstentions. Item 6. Exhibits and reports on Form 8-K (a) EXHIBIT INDEX Exhibit No. Description ----------- ----------- 27 Financial Data Schedule March 31, 1999 (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended March 31, 1999. 14 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 May 11, 1999 /s/ F. L. English --------- ----------------- F. L. English Chairman, President and Chief Executive Officer Date May 11, 1999 /s/ C. R. Nicholas ------------------ ------------------ C. R. Nicholas Executive Vice President and Chief Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS SEP-30-1999 MAR-30-1999 45,636 0 160,144 3,419 168,998 384,718 414,773 257,785 620,928 101,517 43,714 0 0 1,027 456,679 620,928 350,579 350,579 265,881 265,881 114,394 478 2,668 9,397 7,065 2,332 0 0 0 2,332 0.03 0.03
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