EX-99.1 3 a03-4756_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Analyst / Investor Contacts

 

Marty Kittrell

 

Chief Financial Officer

 

708-873-3600

 

 

 

Scott Malchow

 

Manager, Investor Relations

 

708-873-8515

 

 

 

Media Contact

 

Greta Brown

 

Director, Public Relations

 

708-349-5661

 

 

ANDREW CORPORATION REPORTS

FOURTH QUARTER AND FISCAL YEAR RESULTS

 

                  Fourth quarter net sales of $344.9 million

                  Third consecutive quarter of book to bill equal to or greater than 1.0

                  Acquired Allen Telecom creating the largest supplier of RF footprint

                  Increased cash and equivalents to $286.3 million

 

ORLAND PARK, IL, October 31, 2003 – Andrew Corporation (NASDAQ:  ANDW), a global communications systems equipment supplier, reported results for its fourth quarter and fiscal year ended September 30, 2003.  Consolidated results for both periods include the results of Allen Telecom since its acquisition on July 15, 2003.  All per share information discussed below is presented on a fully diluted basis.

 

FOURTH QUARTER RESULTS

Fourth quarter net sales were $344.9 million, up 61% from $213.7 million in the prior quarter and up 27% from $271.8 million in the year ago quarter.

 

Net loss was $1.2 million or $(0.01) per share compared to a net loss of $47.0 million or $(0.48) per share in the year ago quarter.  Fourth quarter results include a pre-tax restructuring charge of $8.6 million ($0.04 per share), intangible amortization of $8.2 million ($0.04 per share) and a pre-tax gain of $2.8 million ($0.01 per share) related to the sale of a Texas manufacturing facility.  The company also recorded preferred stock dividends of $6.5 million, which included $5.7 million ($0.04 per share) of payments to convert approximately 80% of the company’s outstanding convertible preferred stock.  The year ago fourth quarter included a $0.26 per share

 



 

restructuring charge, a $0.29 per share charge for discontinued operations and intangible amortization of $0.02 per share.

 

“We are pleased to announce that revenues and earnings per share exceeded our guidance and the fourth quarter validates the strength of our vision of a one-stop solution for the RF footprint,” said Ralph Faison, President and Chief Executive Officer of Andrew Corporation.  “Although still very early in the integration process, we have already recognized tangible evidence of cross-selling within the combined Andrew/Allen Telecom product portfolios.  Following the acquisition of Allen Telecom, we outlined a merger integration program designed to reduce costs by at least $52 million in calendar year 2005.  During the quarter, the company completed detailed planning and initial integration activities and we are satisfied with the early progress of the program,” said Mr. Faison.

 

Orders were $343.8 million, up 56% from $220.2 in the prior quarter and up 19% from $288.5 million in the year ago quarter, benefiting from the acquisition of Allen Telecom.  Mr. Faison commented, “This is the third consecutive quarter where our book to bill has been equal to or better than 1.0.  We are cautiously optimistic that the wireless infrastructure market is stabilizing, and as many industry sources anticipate, look forward to a resumption of market growth in the second half of calendar 2004.”

 

COST SAVINGS UPDATE

The restructuring program announced in September 2002 is nearing completion and we will meet our goal of $47 million in annualized savings.  During the quarter, we substantially completed the relocation of several product lines into new manufacturing facilities located in Reynoso, Mexico and Brno, Czech Republic.

 

FOURTH QUARTER FINANCIAL HIGHLIGHTS

The company reported sales of $344.9 million in the fourth quarter compared to $271.8 million in the year ago quarter.  Increased sales were driven primarily by the acquisition of Allen Telecom.  Gross margins were 28.3%, compared with 25.6% in the prior quarter and 22.9% (27.0% excluding restructuring charges) in the year ago quarter.  The increase in gross margins reflects a favorable mix of higher margin products primarily in the Network Solutions product lines.  While we are pleased with the improvement in gross margins, the increase was not as high as anticipated due to greater than expected start-up costs of new facilities and other restructuring related expenses.

 

Research and development expenses were $25.7 million or 7.4% of sales, compared to $18.9 million or 8.9% of sales in the prior quarter, and $21.0 million or 7.7% of sales in the year ago quarter.   Sales and administrative expenses were $47.9 million or 13.9% of net sales, compared to $32.8 million or 15.4% in the prior quarter and $35.9 million or 13.2% in the year ago quarter.  Sales and administrative expenses benefited from initial restructuring and integration savings offset by an increased level of sales-related expenses.  Total number of employees at September 30, 2003 was approximately 7,200 compared to approximately 4,800 at September 30, 2002.

 

2



 

Intangible amortization was $8.2 million in the fourth quarter compared to $3.7 million in the prior quarter and $3.5 million in the year ago quarter.  The attached balance sheet includes an initial allocation of the final purchase price of approximately $495 million for the Allen Telecom acquisition.  Included in the final purchase price allocation were intangible assets of $62.5 million with an average life of approximately four years.  The addition of these intangible assets will result in intangible amortization of $36.6 million for fiscal 2004.  It is anticipated that intangible amortization will decline in fiscal 2005 and subsequent years.

 

Included in other income is a $2.8 million pre-tax gain on the sale of the company’s Denton, Texas manufacturing facility.  The product lines produced at that location have been relocated to Reynoso, Mexico.  Interest expense of $3.0 million increased from $1.2 million in the year ago quarter due to the sale of convertible notes in August, as discussed in the balance sheet section of this press release.

 

In the fourth quarter, the company’s tax rate increased to 35.0% compared to 30.3% in the year ago quarter due to an increased mix of domestic income following the Allen Telecom acquisition.  For full fiscal 2003, the effective tax rate was 19.8% as the company benefited from capital loss carry-forwards prior to the fourth quarter.

 

BALANCE SHEET AND CASH FLOW HIGHLIGHTS

In August, the company raised $240 million from the sale of ten-year 3.25% convertible subordinated notes, with a conversion price of approximately $13.69.  Proceeds from the notes were used to repurchase five million shares of common stock at an average price of $9.92 per share and repay approximately $50 million of debt.  Total debt outstanding at September 30, 2003, was approximately $319.1 million and the average interest rate on the debt was 3.6%.  Debt to capital was 18.3% at September 30, 2003 compared to 9.3% at September 30, 2002.

 

Cash and cash equivalents were $286.3 million at September 30, 2003 compared to $84.9 million at September 30, 2002.  Accounts receivable were $326.3 million compared to $189.3 million at June 30, 2003 and $215.4 million at September 30, 2002.  Days sales outstanding (DSOs) were 80 days, compared with 82 days at June 30, 2003 and 72 days at September 30, 2002.  Inventories were $250.3 million compared to $150.0 million at June 30, 2003 and $134.0 million at September 30, 2002.  Inventory turns were 4.1 compared to 5.9 at September 30, 2002, due to a decreased mix of contract manufacturing from the prior year.

 

Cash flow from operations was $8.6 million in the fourth quarter compared to $27.3 million in the year ago quarter.  Capital expenditures were $9.9 million in the fourth quarter and $7.8 million in the prior year quarter.  Depreciation was $15.9 million in the fourth quarter compared to $14.6 million in the year ago quarter.

 

In exchange for total payments of approximately $5.7 million, including future dividends through February 2005, the company converted into common stock approximately 80% of the 7.75% convertible preferred stock that had been issued

 

3



 

as part of the acquisition of Allen Telecom.  These payments are reflected as dividends in the accompanying income statement.  The conversion resulted in the issuance of 9.3 million common shares, increasing the total number of common shares outstanding to 158.3 million as of September 30, 2003.  Payments for preferred dividends should approximate $0.7 million in 2004.

 

FISCAL 2003 FINANCIAL HIGHLIGHTS

Fiscal 2003 sales were $1,014.5 million, up 17% from $864.8 million in 2002.  Net income for fiscal 2003 was $9.1 million or $0.08 per share, compared to a net loss of $26.4 million or $(0.30) per share in the prior year.  The following table is a summary of significant items impacting results for the fourth quarter and full year earnings per share amounts:

 

Summary of significant items
impacting results:

 

Three Months Ended
September 30

 

Twelve Months Ended
September 30

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges

 

$

(0.04

)

$

(0.26

)

$

(0.05

)

$

(0.29

)

Discontinued operations

 

N/A

 

(0.29

)

(0.03

)

(0.42

)

 

 

 

 

 

 

 

 

 

 

Gain on sale of fixed assets

 

0.01

 

N/A

 

0.10

 

0.08

 

Preferred stock dividends

 

(0.04

)

N/A

 

(0.06

)

N/A

 

Intangible amortization

 

(0.04

)

(0.02

)

(0.12

)

(0.04

)

Per share impact

 

$

(0.11

)

$

(0.57

)

$

(0.16

)

$

(0.67

)

 

RESULTS BY PRODUCT GROUP AND GEOGRAPHY

Following the acquisition of Allen Telecom, Andrew now categorizes its sales into the five subsequent product groups summarized below (in millions).  Sales by product group and geographic mix for fiscal years 2003 and 2002 include results of Allen Telecom since its acquisition on July 15, 2003.

 

Product Group:

 

FY
2003

 

FY
2002

 

%
Change

 

% of
2003 Total

 

 

 

 

 

 

 

 

 

 

 

Antenna Group

 

$

264.8

 

$

255.8

 

4

%

26

%

Base Station Subsystems Group

 

236.2

 

96.3

 

145

 

24

 

Cable Products Group

 

428.1

 

490.1

 

(13

)

42

 

Network Solutions Group

 

43.8

 

N/A

 

N/A

 

4

 

Wireless Innovations Group

 

41.6

 

22.6

 

84

 

4

 

Total

 

$

1,014.5

 

$

864.8

 

17

%

100

%

 

4



 

Region:

 

FY
2003

 

FY
2002

 

%
Change

 

% of
2003 Total

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

549.0

 

$

510.7

 

7

%

54

%

Europe / Middle East / Africa

 

278.2

 

190.1

 

46

 

27

 

Asia Pacific

 

187.3

 

164.0

 

14

 

19

 

Total

 

$

1,014.5

 

$

864.8

 

17

%

100

%

 

Increased Antenna and Base Station Subsystem sales were driven by the addition of Allen Telecom.   Base Station Subsystem sales increases were driven by the integration of filter products from Allen Telecom.  Cable Products unit revenue decreased 12% and average-selling prices declined 9% in 2003.  Network Solutions sales resulted from the acquisition of Allen Telecom, as was the significant increase in Wireless Innovations revenue.

 

In the fourth quarter, Lucent Technologies and AT&T Wireless each accounted for more than 10% of sales and the top 25 customers represented 68% of total sales.  For fiscal 2003, Lucent Technologies was the only customer accounting for more than 10% of sales and the top 25 customers represented 65% of total sales.

 

FIRST QUARTER GUIDANCE

For the December 2003 quarter, we expect revenues to range from $320 to $350 million and earnings before non-cash intangibles amortization and restructuring costs to range from $0.01 to $0.04 per share.  We anticipate a normalized tax rate of approximately 35% and basic shares outstanding of approximately 158 million in the first quarter.  Basic shares outstanding exclude any potential dilutive effects of the convertible preferred stock and convertible notes.

 

“During the year, we made our largest acquisition, significantly added to our position as the largest provider of the complete RF footprint, increased financial flexibility through a convertible note offering and made substantial progress on cost savings and merger integration plans that we are confident will result in total annual savings of at least $100 million.  Despite the difficult industry and economic conditions of the last three years, we believe we are better positioned than ever to take advantage of an anticipated upturn in the wireless infrastructure market,” said Mr. Faison.

 

Attached to this news release are the preliminary financial statements for the quarter and year ended September 30, 2003.

 

Teleconference and webcast

Andrew Corporation will host a teleconference to discuss its fourth quarter and fiscal year 2003 results on Friday, October 31, 2003 at 8:00 a.m. CST.  The conference call will be webcast live over the Internet at www.andrew.com.  The

 

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conference call will also be recorded and a digital replay will be available through 12:00 a.m. CST on November 5, 2003.  To listen to the digital replay, please dial 800-321-3922 for domestic or 402-220-3786 for international locations.

 

Andrew Corporation designs, manufactures, and delivers innovative and essential communications equipment and solutions for the global telecommunications infrastructure market. Products cover virtually the entire radio frequency (RF) footprint including: transmission line systems, antennas, power amplifiers, filters, in-building distributed wireless systems, and network geolocation products. A global company, with operations in 36 countries, Andrew serves operators and OEMs worldwide. Andrew Corporation’s global presence extends across Asia-Pacific, Europe, and The Americas. Andrew (founded in 1937) is an S&P 500 company listed on the Nasdaq National Market System under the symbol: ANDW.

 

Forward Looking Statements

Some of the statements in this news release are forward looking statements and we caution our stockholders and others that these statements involve certain risks and uncertainties. Factors that may cause actual results to differ from expected results include the company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in international exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers, and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission.

 

6



 

UNAUDITED - PRELIMINARY

 

ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

 

 

Three Months Ended
September 30

 

Twelve Months Ended
September 30

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

344,921

 

$

271,826

 

$

1,014,486

 

$

864,801

 

Cost of products sold

 

247,336

 

209,501

 

739,341

 

627,093

 

Gross Profit

 

97,585

 

62,325

 

275,145

 

237,708

 

Operating Expenses

 

 

 

 

 

 

 

 

 

Research and development

 

25,666

 

20,992

 

84,151

 

57,977

 

Sales and administrative

 

47,924

 

35,911

 

148,867

 

140,307

 

Intangible amortization

 

8,195

 

3,488

 

19,222

 

5,121

 

Restructuring

 

8,545

 

24,908

 

9,222

 

24,908

 

 

 

90,330

 

85,299

 

261,462

 

228,313

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss)

 

7,255

 

(22,974

)

13,683

 

9,395

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Interest expense

 

3,027

 

1,237

 

5,675

 

5,079

 

Interest income

 

(898

)

(633

)

(1,649

)

(3,617

)

Other (income) expense, net

 

(242

)

2,930

 

(1,453

)

3,576

 

Gain on sale of assets

 

(2,818

)

(3

)

(12,216

)

(8,713

)

 

 

(931

)

3,531

 

(9,643

)

(3,675

)

Income (Loss) from Continuing Operations Before Income Taxes

 

8,186

 

(26,505

)

23,326

 

13,070

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

2,865

 

(8,022

)

4,622

 

2,578

 

Income (Loss) from Continuing Operations

 

5,321

 

(18,483

)

18,704

 

10,492

 

 

 

 

 

 

 

 

 

 

 

Loss from Discontinued Operations, Net of Tax

 

66

 

28,522

 

3,184

 

36,871

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

5,255

 

(47,005

)

15,520

 

(26,379

)

 

 

 

 

 

 

 

 

 

 

Preferred Stock Dividends (1)

 

6,459

 

 

6,459

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) Available to Common Shareholders

 

$

(1,204

)

$

(47,005

)

$

9,061

 

$

(26,379

)

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Income (Loss) per Share from Continuing Operations

 

$

(0.01

)

$

(0.19

)

$

0.11

 

$

0.12

 

Basic and Diluted Income (Loss) per Share

 

$

(0.01

)

$

(0.48

)

$

0.08

 

$

(0.30

)

 

 

 

 

 

 

 

 

 

 

Average Shares Outstanding

 

 

 

 

 

 

 

 

 

Basic

 

143,971

 

98,104

 

109,822

 

87,197

 

Diluted

 

144,143

 

98,104

 

109,866

 

87,295

 

 

 

 

 

 

 

 

 

 

 

Orders Entered

 

343,839

 

288,521

 

999,859

 

903,171

 

Total Backlog

 

327,264

 

195,318

 

327,264

 

195,318

 

 


(1)  Preferred stock dividend includes $5.7 million of payments, including future dividends through February 2005, as an incentive to induce conversion of approximately 800,000 convertible preferred shares to approximately 9,300,000 shares of Andrew common stock.

 

7



 

UNAUDITED - PRELIMINARY

 

ANDREW CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

 

 

September 30
2003

 

September 30
2002

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

286,269

 

$

84,871

 

Accounts receivable,  less allowances (Sept. 2003 - $10,662; Sept. 2002 - $6,516)

 

326,282

 

215,406

 

Inventories

 

 

 

 

 

Finished products

 

92,359

 

61,963

 

Materials and work in process

 

157,894

 

72,030

 

 

 

250,253

 

133,993

 

 

 

 

 

 

 

Other current assets

 

29,131

 

42,913

 

Total Current Assets

 

891,935

 

477,183

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

Goodwill

 

817,506

 

396,295

 

Intangible assets, less amortization

 

93,086

 

47,344

 

Other assets

 

50,398

 

3,809

 

 

 

 

 

 

 

Property, Plant, and Equipment

 

 

 

 

 

Land and land improvements

 

20,926

 

17,890

 

Buildings

 

118,038

 

98,714

 

Equipment

 

472,296

 

448,036

 

Allowance for depreciation

 

(389,836

)

(365,605

)

 

 

221,424

 

199,035

 

TOTAL ASSETS

 

$

2,074,349

 

$

1,123,666

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Notes payable

 

$

284

 

$

66,184

 

Accounts payable

 

124,646

 

69,835

 

Accrued expenses and other liabilities

 

58,893

 

49,538

 

Compensation and related expenses

 

52,255

 

28,434

 

Restructuring

 

25,422

 

15,329

 

Current portion of long-term debt

 

17,466

 

7,250

 

Total Current Liabilities

 

278,966

 

236,570

 

 

 

 

 

 

 

Deferred liabilities

 

70,049

 

28,461

 

Long-term debt, less current portion

 

301,364

 

13,391

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Redeemable convertible preferred stock

 

9,186

 

 

Common stock (par value, $.01 a share: 400,000,000 shares authorized: 160,900,657 shares issued in 2003 and 102,718,210 shares issued in 2002, including treasury)

 

1,609

 

1,027

 

Additional paid-in capital

 

649,667

 

145,764

 

Accumulated other comprehensive loss

 

(14,115

)

(46,089

)

Retained earnings

 

805,435

 

796,374

 

Treasury stock, at cost (2,608,290 shares in 2003; 4,500,493 shares in  2002)

 

(27,812

)

(51,832

)

 

 

1,423,970

 

845,244

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

2,074,349

 

$

1,123,666

 

 

8



 

UNAUDITED - PRELIMINARY

 

ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

 

 

Three Months Ended
September 30

 

Twelve Months Ended
September 30

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operations

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

5,255

 

$

(47,005

)

$

15,520

 

$

(26,379

)

 

 

 

 

 

 

 

 

 

 

Adjustments to Net Income (Loss)

 

 

 

 

 

 

 

 

 

Depreciation

 

15,863

 

14,587

 

55,182

 

51,195

 

Amortization

 

8,195

 

3,488

 

19,222

 

5,121

 

Gain on sale of assets

 

(2,818

)

(3

)

(12,216

)

(8,713

)

Other

 

56

 

(46

)

56

 

(339

)

Restructuring and Discontinued Operations

 

 

 

 

 

 

 

 

 

Restructuring costs

 

3,867

 

35,400

 

(5,782

)

35,400

 

Discontinued operations costs, net of taxes

 

124

 

28,653

 

4,478

 

48,124

 

Change in Operating Assets / Liabilities

 

 

 

 

 

 

 

 

 

(Increase) / Decrease in accounts receivable

 

(29,787

)

(12,601

)

10,736

 

59,011

 

Decrease in inventories

 

10,953

 

1,568

 

783

 

6,665

 

Increase in other assets

 

(32,650

)

(5,521

)

(19,200

)

(10,724

)

Increase / (Decrease) in accounts payable and other liabilities

 

29,574

 

8,813

 

(6,413

)

(4,240

)

Net Cash from Operations

 

8,632

 

27,333

 

62,366

 

155,121

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(9,855

)

(7,827

)

(31,859

)

(40,561

)

Acquisition of businesses, net of cash acquired

 

48,200

 

(7,341

)

48,086

 

(181,052

)

Proceeds from sale of businesses and investments

 

 

 

7,286

 

50,301

 

Proceeds from sale of property, plant and equipment

 

5,624

 

321

 

15,870

 

1,074

 

Net Cash from / (used for) Investing Activities

 

43,969

 

(14,847

)

39,383

 

(170,238

)

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

Long-term debt borrowings (payments), net

 

215,801

 

(24,050

)

209,339

 

(44,658

)

Notes payable (payments) borrowings, net

 

(9,722

)

(4,323

)

(65,911

)

23,927

 

Preferred stock dividends (1)

 

(6,459

)

 

(6,460

)

 

Payments to acquire treasury stock

 

(49,600

)

 

(49,600

)

 

Stock purchase and option plans

 

2,155

 

757

 

2,266

 

2,840

 

Net Cash from / (used for) Financing Activities

 

152,175

 

(27,616

)

89,634

 

(17,891

)

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

3,192

 

(714

)

10,015

 

5,502

 

 

 

 

 

 

 

 

 

 

 

Increase / (Decrease) for the Period

 

207,968

 

(15,844

)

201,398

 

(27,506

)

Cash and Equivalents at Beginning of Period

 

78,301

 

100,715

 

84,871

 

112,377

 

Cash and Equivalents at End of Period

 

$

286,269

 

$

84,871

 

$

286,269

 

$

84,871

 

 


(1)  Preferred stock dividend includes $5.7 million of payments, including future dividends through February 2005, as an incentive to induce conversion of approximately 800,000 convertible preferred shares to approximately 9,300,000 shares of Andrew common stock.

 

9