SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES |
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For the quarterly period ended December 31, 2003. |
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OR |
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES |
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For the transition period from to |
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Commission file number 001-14617 |
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ANDREW CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE |
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36-2092797 |
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(State or other jurisdiction of incorporation or organization) |
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(IRS Employer identification No.) |
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10500 W. 153rd Street, Orland Park, Illinois 60462 |
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(Address of principal executive offices and zip code) |
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(708) 349-3300 |
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(Registrant’s telephone number, including area code) |
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No Change |
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(Former name, former address and former fiscal year, if changed since last report) |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act)
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
Common Stock, $.01 Par Value – 158,814,288 shares as of February 11, 2004
INDEX
ANDREW CORPORATION
2
ITEM 1. FINANCIAL STATEMENTS
(Dollars in thousands)
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December 31 |
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September 30 |
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(UNAUDITED) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
220,116 |
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$ |
286,269 |
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Accounts receivable, less allowances (Dec. 2003 - $11,472; Sept. 2003 - $10,662) |
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379,495 |
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326,282 |
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Inventories |
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284,190 |
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247,750 |
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Other current assets |
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36,457 |
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29,131 |
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Total Current Assets |
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920,258 |
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889,432 |
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Other Assets |
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Goodwill |
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828,295 |
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821,398 |
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Intangible assets, less amortization |
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90,814 |
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93,086 |
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Other assets |
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54,526 |
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50,398 |
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Property, Plant, and Equipment |
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Land and land improvements |
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23,671 |
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20,926 |
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Buildings |
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126,004 |
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116,038 |
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Equipment |
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480,749 |
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469,296 |
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Allowance for depreciation |
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(401,639 |
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(387,341 |
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228,785 |
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218,919 |
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TOTAL ASSETS |
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$ |
2,122,678 |
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$ |
2,073,233 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities |
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Notes payable |
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$ |
247 |
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$ |
284 |
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Accounts payable |
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166,432 |
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124,646 |
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Accrued expenses and other liabilities |
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74,965 |
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58,893 |
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Compensation and related expenses |
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42,806 |
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52,255 |
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Restructuring |
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15,070 |
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20,414 |
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Current portion of long-term debt |
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14,236 |
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17,466 |
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Total Current Liabilities |
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313,756 |
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273,958 |
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Deferred liabilities |
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60,559 |
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73,941 |
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Long-term debt, less current portion |
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294,222 |
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301,364 |
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STOCKHOLDERS’ EQUITY |
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Redeemable convertible preferred stock (par value, $50 a share: 160,814 shares outstanding at Dec. 31, 2003 and 183,720 shares outstanding at Sept. 30, 2003) |
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8,041 |
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9,186 |
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Common stock (par value, $.01 a share: 400,000,000 shares authorized: 160,900,657 shares issued at Dec. 31, 2003 and Sept. 30, 2003, including treasury) |
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1,609 |
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1,609 |
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Additional paid-in capital |
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648,119 |
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649,667 |
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Accumulated other comprehensive income (loss) |
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13,616 |
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(14,115 |
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Retained earnings |
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809,240 |
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805,435 |
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Treasury stock, at cost (2,493,662 shares at Dec. 31, 2003; 2,608,290 shares at Sept. 30, 2003) |
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(26,484 |
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(27,812 |
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1,454,141 |
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1,423,970 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
2,122,678 |
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$ |
2,073,233 |
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See Notes to Consolidated Financial Statements
3
ANDREW CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands, except per share amounts)
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Three Months Ended |
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2003 |
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2002 |
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Sales |
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$ |
410,771 |
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$ |
254,526 |
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Cost of products sold |
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306,702 |
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183,313 |
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Gross Profit |
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104,069 |
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71,213 |
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Operating Expenses |
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Research and development |
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25,623 |
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19,899 |
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Sales and administrative |
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52,493 |
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36,814 |
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Intangible amortization |
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9,421 |
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3,682 |
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Restructuring |
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694 |
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79 |
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88,231 |
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60,474 |
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Operating Income |
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15,838 |
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10,739 |
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Other |
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Interest expense |
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3,887 |
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