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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
July 16, 1997
Date of Report
(Date of earliest event reported)
ANDREW CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3357 36-2092797
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of principal executive offices) (Zip Code)
(708) 349-3300
Registrant's telephone number, including area code
None
(Former name or former address, if changed since last report.)
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<PAGE>
Item 5. Other Events
On July 16, 1997, Andrew Corporation ("Andrew") announced its results for the
third fiscal quarter and nine months ended June 30, 1997. Andrew also announced
the discontinuation of its network products business and the restructuring of
its European wireless products business and phasing-out of its fiber optic
sensors and global messaging development activities. A copy of the announcement
is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated July 16, 1997 entitled "Andrew Corporation Reports
Third Quarter Results."
<PAGE>
SIGNATURE
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 hereunto duly authorized.
ANDREW CORPORATION
Date: July 24, 1997 By: /s/ Charles R. Nicholas
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Charles R. Nicholas
Executive Vice President,
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
99.1 Press release dated July 16, 1997 entitled
"Andrew Corporation Reports Third Quarter Results."
ANDREW CORPORATION REPORTS THIRD QUARTER RESULTS
ORLAND PARK, IL, July 16,1997--Andrew Corporation (NASDAQ: ANDW) today reported
results for the third fiscal quarter and nine months ended June 30, 1997.
Third quarter sales from continuing operations rose 10% to $208.9 million, while
orders declined 5% from last year. The company said it continued to see
significant strength in its core markets, but third quarter orders declined from
last year's levels due mainly to sluggishness in the U.S. personal
communications services (PCS) market and weakness in the European cellular
accessories market.
Net income for the quarter was $7.7 million or $.08 per share. Excluding a
restructuring charge of $.04 per share and a charge for discontinued operations
of $.19 per share, third quarter net income would have been $27.1 million, up
13% and earnings per share would have been $.30, up 15%.
Floyd L. English, chairman, president and chief executive officer, said,"We were
disappointed with the lack of order growth in the June quarter, but remain
positive about our long-term market opportunities and our ability to excel in
the global market. Our cellular, broadcast, and land mobile markets led the
quarter's sales growth and we're encouraged that all of our international
cellular markets posted double digit growth rates and more than offset a soft
domestic PCS market."
"We also made the difficult decision to exit certain businesses whose
performance has not met our revenue growth and profitability expectations. We
are discontinuing the network products business, which resulted in a $17.2
million or $.19 per share charge in the June quarter. We are also significantly
restructuring our European wireless products business and phasing-out of our
fiber optic sensors and global messaging development activities. This
restructuring resulted in a pre-tax charge of $5.2 million or $.04 per share in
the June quarter." Nine month sales from continuing operations rose 19% to
$636.9. Orders for the nine months were up 13%. Net income was $57.6 million or
$.63 per share. Excluding the restructuring charge and the charge for
discontinued operations, net income for the nine months would have been $77.0
million, up 30% and earnings per share would have been $.84, up 31%.
<TABLE>
CONSOLIDATED CONDENSED FINANCIAL DATA
(Unaudited- Amounts in thousands except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
June 30 June 30
- ----------------------------------------------------------------------------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $208,911 $189,907 $636,853 $535,818
Income from continuing
operations before income taxes 38,398 <F1> 38,493 118,470 <F1> 96,143
Income Taxes 13,439 13,887 41,465 34,614
-------- -------- -------- --------
Income from continuing
operations 24,959 24,606 77,005 61,529
Discontinued operations 17,221 599 19,416 2,319
-------- -------- -------- --------
Net income 7,738 24,007 57,589 59,210
Income from continuing
operations per share .27 <F1> .27 .84 <F1> .67
Net income per share .08 <F2> .26 .63 <F2> .64
Orders 200,335 210,898 640,020 564,692
Twelve month backlog 149,309 154,694 --- ---
Total backlog 155,650 167,750 --- ---
Avg shares outstanding 91,627 91,976 91,953 91,872
<FN>
<F1> Includes pre-tax restructuring charge of $5,150 ($.04 per share).
<F2> Includes $.19 and $.21 per share for discontinued operations for the three
months and nine months ended June 30, 1997, respectively.
</FN>
</TABLE>
"FORWARD LOOKING STATEMENTS
This press release contains forward looking statements. We caution our
stockholders that these statements reflect our current best judgment, and are
subject to risks and uncertainties that could cause actual results to vary
materially. Factors that may cause actual results to differ from expected
results include, but are not limited to, company competitive performance,
industry conditions and international economic trends."
Andrew Corporation is a global supplier of communications systems equipment and
services. Major markets are wireless communications--which includes cellular
personal communications systems, and land mobile radio--broadcast and common
carrier. Andrew is an S&P 500 company listed on the Nasdaq National Market
System under the symbol: ANDW.
