SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark-One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2004. |
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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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EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-14617
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.) |
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act)
Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
Common Stock, $.01 Par Value – 160,652,436 shares as of May 10, 2004
INDEX
ANDREW CORPORATION
2
ANDREW CORPORATION
(Dollars in thousands)
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March 31 |
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September
30 |
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(UNAUDITED) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
200,855 |
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$ |
286,269 |
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Accounts receivable, less allowances (Mar. 2004 - $10,218; Sept. 2003 - $10,662) |
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391,912 |
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326,282 |
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Inventories |
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326,628 |
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247,750 |
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Other current assets |
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48,854 |
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29,131 |
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Total Current Assets |
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968,249 |
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889,432 |
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Other Assets |
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Goodwill |
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886,481 |
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821,398 |
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Intangible assets, less amortization |
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83,479 |
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93,086 |
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Other assets |
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51,429 |
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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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23,936 |
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20,926 |
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Buildings |
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124,480 |
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116,038 |
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Equipment |
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484,898 |
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469,296 |
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Allowance for depreciation |
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(401,914 |
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(387,341 |
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231,400 |
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218,919 |
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TOTAL ASSETS |
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$ |
2,221,038 |
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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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Accounts payable |
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222,771 |
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124,646 |
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Accrued expenses and other liabilities |
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71,929 |
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58,893 |
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Compensation and related expenses |
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49,566 |
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52,255 |
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Restructuring |
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17,969 |
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20,414 |
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Notes Payable and current portion of long-term debt |
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13,861 |
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17,750 |
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Total Current Liabilities |
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376,096 |
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273,958 |
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Deferred liabilities |
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60,674 |
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73,941 |
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Long-term debt, less current portion |
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288,663 |
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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: 130,414 shares outstanding at March 31, 2004 and 183,720 shares outstanding at September 30, 2003) |
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6,521 |
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9,186 |
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Common stock (par value, $.01 a share:
400,000,000 shares authorized: 160,900,657 |
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1,609 |
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1,609 |
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Additional paid-in capital |
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664,422 |
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649,667 |
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Accumulated other comprehensive income (loss) |
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7,099 |
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(14,115 |
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Retained earnings |
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819,452 |
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805,435 |
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Treasury stock, at cost (329,258 shares at March 31, 2004 and 2,608,290 shares at September 30, 2003) |
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(3,498 |
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(27,812 |
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1,495,605 |
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1,423,970 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
2,221,038 |
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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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Six Months
Ended |
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2004 |
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2003 |
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2004 |
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2003 |
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Sales |
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$ |
447,146 |
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$ |
201,318 |
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$ |
857,917 |
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$ |
455,844 |
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Cost of products sold |
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336,492 |
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149,601 |
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643,194 |
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332,914 |
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Gross Profit |
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110,654 |
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51,717 |
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214,723 |
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122,930 |
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Operating Expenses |
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Research and development |
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28,459 |
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19,665 |
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54,082 |
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39,564 |
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Sales and administrative |
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52,654 |
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31,314 |
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105,147 |
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68,128 |
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Intangible amortization |
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9,851 |
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