SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from Not Applicable to
Commission file number 1-6016
ALLEN TELECOM INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 38-0290950
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
25101 Chagrin Boulevard, Suite 350, Beachwood, Ohio 44122
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) 216-765-5818
NOT APPLICABLE
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, 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:
Outstanding at
Class of Common Stock April 30, 1997
Par value $1.00 per share 26,883,554
Exhibit Index is on page 15 of this report.
Page 1 of 20 Pages.
ALLEN TELECOM INC.
TABLE OF CONTENTS
Page
No.
PART I. Financial Information:
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets -
March 31, 1997 and December 31, 1996 3
Consolidated Statements of Income -
Three Months Ended March 31, 1997
and 1996 4
Consolidated Condensed Statements of
Cash Flows - Three Months Ended
March 31, 1997 and 1996 5
Notes to Consolidated Condensed
Financial Statements 6 - 8
Item 2 - Management's Discussion and
Analysis of Financial Condition
and Results of Operations 9 - 12
PART II. Other Information:
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
<TABLE>
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PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
ALLEN TELECOM INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in Thousands)
March 31, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
ASSETS:
Current Assets:
Cash and equivalents $ 18,628 $ 23,879
Accounts receivable (less allowance
for doubtful accounts of $1,733
and $1,610, respectively) 98,783 93,409
Inventories: Raw materials 37,198 36,869
Work in process 20,227 19,256
Finished goods 17,406 15,179
74,831 71,304
Assets of discontinued emissions
testing business (Note 4) 2,679 3,332
Other current assets 7,424 7,256
Total current assets 202,345 199,180
Property, plant and equipment, net 52,365 51,942
Excess of cost over net assets of
businesses acquired 74,591 75,502
Assets of discontinued emissions testing
business (Note 4) 43,808 42,031
Other assets 41,682 41,857
TOTAL ASSETS $414,791 $410,512
LIABILITIES:
Current Liabilities:
Notes payable and current maturities
of long-term obligations $ 3,176 $ 5,998
Accounts payable 41,088 36,639
Accrued expenses 33,771 37,991
Income taxes payable 21,553 19,830
Deferred income taxes 3,986 4,344
Total current liabilities 103,574 104,802
Long-term debt 48,769 49,957
Other liabilities and deferred credits 30,779 29,802
TOTAL LIABILITIES 183,122 184,561
STOCKHOLDERS' EQUITY
Common stock, par value $1.00 29,662 29,614
Paid-in capital 171,572 170,945
Retained earnings 53,768 46,742
Translation adjustments (2,500) (304)
Less: Treasury stock (at cost) (18,023) (17,932)
Unearned compensation (2,604) (2,908)
Minimum pension liability adjustment (206) (206)
TOTAL STOCKHOLDERS' EQUITY 231,669 225,951
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $414,791 $410,512
See accompanying notes to the Consolidated Condensed Financial Statements.
</TABLE>
<TABLE>
<CAPTION>
ALLEN TELECOM INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended
March 31,
1997 1996
<S> <C> <C>
SALES $102,503 $ 84,469
Costs and expenses:
Cost of sales (65,962) (55,541)
Selling, general and
administrative expenses (Note 3) (14,628) (13,587)
Research and development and new
product engineering costs (6,686) (4,620)
Interest and financing expenses:
Interest expense (806) (1,045)
Interest income 286 192
Income before income taxes and minority
interests 14,707 9,868
Provision for income taxes (6,180) (4,114)
Income before minority interests 8,527 5,754
Minority interests (1,501) (1,072)
Income from continuing operations 7,026 4,682
Loss from discontinued centralized
emissions testing operations (Note 4) - (437)
NET INCOME $ 7,026 $ 4,245
EARNINGS PER COMMON SHARE (Primary
and Fully Diluted (Note 2))
Income from continuing operations $.26 $.18
Loss from discontinued centralized
emissions testing operations - (.02)
NET INCOME $.26 $.16
Average common and common equivalent
shares outstanding 27,030 26,952
See accompanying notes to the Consolidated Condensed Financial Statements.
</TABLE>
<TABLE>
<CAPTION>
ALLEN TELECOM INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Amounts In Thousands)
(Unaudited)
Three Months Ended
March 31,
1997 1996
<S> <C> <C>
Continuing Operations:
Cash provided by operating activities
of continuing operations $ 8,529 $ 4,145
Cash flows from investing activities:
Capital expenditures (4,375) (3,776)
Sales and retirements of fixed assets 901 7
Capitalized software product costs (1,549) (973)
Sale of investment 505 -
Investment in telecommunications company ( 5,000) -
Cash used by investing activities ( 9,518) (4,742)
Cash flows from financing activities:
Net proceeds (repayments) of long-term debt (2,614) 7,393
Exercise of stock options 145 23
Treasury stock sold to employee
benefit plans 437 421
Cash provided (used) by financing activities (2,032) 7,837
Discontinued Operations:
Net cash used by discontinued centralized
emissions testing operations (1,274) (1,639)
Net cash generated (used) (4,295) 5,601
Effect of exchange rate changes on cash (956) -
Cash at beginning of year 23,879 15,706
Cash at end of period $ 18,628 $ 21,307
Supplemental cash flow data:
Depreciation and amortization included
in "Cash provided by operating
activities of continuing operations" $ 4,996 $ 4,767
Cash paid during the period for:
Interest paid 1,028 1,607
Interest capitalized - 93
Income taxes (refunded) paid 1,379 (1,605)
See accompanying notes to the Consolidated Condensed Financial Statements.
</TABLE>
ALLEN TELECOM INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. General:
In the opinion of management of Allen Telecom Inc. (the "Company"),
the accompanying unaudited consolidated condensed interim financial
statements reflect all adjustments necessary to present fairly the
financial position of the Company as of March 31, 1997 and the
results of its operations and cash flows for the periods ended March
31, 1997 and 1996. The results of operations for such interim
periods are not necessarily indicative of the results for the full
year. The year-end 1996 consolidated condensed balance sheet was
derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
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 December 31, 1996. Certain
reclassifications have been made to the 1996 financial statements to
conform to the 1997 method of presentation.
2. Earnings Per Common Share:
The earnings per common share calculations are based on the weighted
average number of common shares outstanding during each period. The
calculations also include, if dilutive, the incremental common shares
issuable on a proforma basis upon assumed exercise of employee stock
options. Such incremental common shares assume that the proceeds are
used to purchase shares at the average market price during the
period, for primary earnings per share, or at the period-end market
price, if higher, for fully diluted earnings per share. The
calculation of fully diluted earnings per common share resulted in no
reportable dilution for the periods presented.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share." This statement revises the standards for computing and
presenting earnings per share ("EPS"), and will be effective for
periods ending after December 15, 1997 (the statement prohibits
earlier adoption). The Company will implement the standard during
the fourth quarter of 1997, at which time all prior annual and
interim period EPS data will be restated. The Company has determined
that, once adopted, there will be no material impact on the three-
month periods ended March 31, 1997 and 1996.
3. Sale of Investment:
In the first quarter of 1997, the Company sold all of its minority
ownership interest in Columbia Spectrum Management, L.P., to P-Com
Inc. for cash and stock, resulting in a pre-tax gain of $1,525,000,
or $.03 per common share after related tax effects.
4. Discontinued Operations:
In 1996, the Company decided that it would exit the centralized
automotive emissions testing business. The Company has presented
this business as a discontinued operation in the Consolidated
Condensed Statements of Income.
On August 26, 1996, as amended January 15, 1997, the Company's
subsidiary, MARTA Technologies, Inc. ("MARTA"), which operates the
centralized automotive emissions testing product line, entered into
a contract to transfer its Cincinnati, Ohio program to Envirotest
Systems Corp. ("Envirotest"). The Jacksonville, Florida program is
also subject to ongoing contract provisions with Envirotest under
which that program may also be sold, under certain circumstances.
The agreement has not, as yet, been consummated. In the event the
agreement is not consummated, the Company will continue to endeavor
to sell MARTA's operating programs, or operate them until the
termination of the respective contracts, and will not bid upon, or
seek, new emissions testing programs.
As previously reported, MARTA's El Paso, Texas program was officially
terminated in January 1996. MARTA has filed a claim with the State
of Texas and is proceeding with the settlement provisions set forth
in the contract with the state. In this connection, on April 17,
1997 an emergency appropriation bill (SB 1898) was passed by the
Texas legislature's House Appropriation Committee with a
recommendation for an $11 million appropriation for MARTA and, in
addition, for MARTA to retain any proceeds from the sale of the
program assets. The bill remains subject to consideration by the
full House of the Texas legislature and subsequent approval and
signature of the Governor. In this connection, the Company has
assumed a minimum recovery level limited to the amount of loss
otherwise recognizable from the disposal. At this time it is not
possible to predict the ultimate outcome of the process, or the
timing of receipt of funds related thereto which, as indicated,
remain subject to appropriation by the State of Texas.
Discontinued operations include management's best estimate, based, in
part, on the aforementioned proposed sale transaction, of the loss
from the disposal of the emissions testing business. Actual results
could differ from these estimates and are dependent upon final
determination of the contract terms of the sale to Envirotest and
resolution of claims against the State of Ohio. In addition, the
proposed claims and settlements with the States of Texas and Kentucky
could differ in the near term from the recorded net asset values. In
this regard, MARTA's claims are for amounts in excess of the carrying
value of the assets (representing costs incurred and expensed both
prior to and subsequent to termination of the programs) but remain
subject to continuing negotiations and the appropriation of funds by
the States.
5. Subsequent Event:
On April 17, 1997, the Company acquired 62% of the stock of Telia
S.A., for a purchase price comprised of 80% cash and 20% in the form
of 28,375 shares of the Company's common stock. This transaction
will be recorded under the purchase method of accounting. Telia,
located in France, is a manufacturer of highly linear power
amplifiers for the wireless communications industry with sales in
excess of $5 million. The remaining shares of Telia, which are held
by senior Telia management, are subject to put and call options,
which provide for a purchase price based upon future operating
results.
ALLEN TELECOM INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Summary:
For the three months ended March 31, 1997 and 1996, Allen Telecom
Inc. ("the Company") reported income from continuing operations of $7.0
million, or $.26 per common share, and $4.7 million, or $.18 per common
share, respectively. The increase in earnings is due to higher sales in
the amount of $102.5 million as compared with $84.5 million in the
comparable 1996 period. The first quarter 1997 also includes a gain from
the sale of all of the Company's minority ownership interest in Columbia
Spectrum Management, L.P. (for cash and stock) in the pre-tax amount of
$1.5 million, or $.03 per common share after related tax effects.
Sales:
Sales in the first quarter 1997 increased 21% over the comparable
1996 quarter. During the first quarter of 1997, sales in each of the
Company's four product lines increased over the 1996 period. Further,
sales to the emerging Personal Communication Systems ("PCS") markets
increased to 15% of total sales as compared with 9% in the comparable
1996 period. This growth was particularly evident in sales of system
test and measurement products to PCS customers. The Company also
continued to see growth in the European based site management products
portion of its business.
Operations:
Gross profit margins were 35.6% in the first quarter of 1997 as
compared with 34.2% in the comparable 1996 period. The higher margin in
1997 is due to the aforementioned increase in sales of system test and
measurement products as well as improved margins relating to the antenna
and frequency planning and systems design product lines. These improved
margins were offset, in part, by lower margins (due to increased price
pressure) on European based site management and system products.
Selling, general and administrative expenses (excluding the
aforementioned gain from the sale of an investment), were 15.7% and 16.1%
of sales for the first quarters of 1997 and 1996, respectively. The
lower percentage in the current period reflects the spreading of fixed
costs on higher sales and are within normal operating ranges.
Research and development and product engineering costs increased $2.1
million in the first quarter 1997 as compared with the 1996 period. Such
costs were 6.5% and 5.5% of sales for the first quarter 1997 and 1996,
respectively, and reflect the ongoing trend experienced by the Company in
recent years.
Interest and Financing Expenses:
The lower net interest cost in the 1997 period when compared with the
comparable 1996 period primarily reflects lower net financing costs of
the Company's European operations. These operations continue to generate
cash from profitable operations in excess of current operating needs,
including, in particular, the delayed payment of estimated income taxes
as allowable under local tax regulations (see also Liquidity and Capital
Resources below).
Provision For Income Taxes:
The Company's effective tax rate on continuing operations
approximated 42% for each period presented. These rates reflect the
higher proportion of foreign income taxed at higher rates than in the
U.S.
Minority Interest:
The increase in minority interest in the first quarter of 1997, as
compared with the 1996 period, is due to the related earnings growth of
the Company's minority owned European subsidiaries.
Discontinued Operations:
In 1996, the Company decided to exit the centralized automotive
emissions testing business operated by its MARTA Technologies, Inc.
("MARTA") subsidiary. On August 26, 1996, as amended January 15, 1997,
MARTA entered into a contract to transfer its Cincinnati, Ohio testing
program to Envirotest Systems Corp. The Jacksonville, Florida program is
also subject to ongoing contract provisions with Envirotest under which
that program may also be sold, under certain circumstances. This
contract has not, as yet, been consummated. The transaction has been
delayed pending clarification from Ohio on the type of program to be
implemented when the program is re-started. The Cincinnati program is
currently not operating pending the sale.
In regard to the Company's claim against the State of Texas for
compensation in connection with the discontinuance of the El Paso, Texas
centralized emissions test program, on April 17, 1997, an emergency
appropriations bill (SB 1898) was passed by the Texas legislature's House
Appropriation Committee with a recommendation for an $11 million
appropriation for MARTA and, in addition, for MARTA to retain any
proceeds from the sale of the program assets. The bill remains subject
to consideration by the full House of the Texas legislature and
subsequent approval and signature of the Governor. In this connection,
the Company has assumed a minimum recovery level limited to the amount of
loss otherwise recognizable from the disposal. At this time, it is not
possible to predict the ultimate outcome of the process, or the timing of
receipt of funds which, as indicated, remain subject to appropriation by
the State of Texas. (See also Note 4 to the Consolidated Condensed
Financial Statements).
Liquidity and Capital Resources:
As set forth in the Consolidated Condensed Statement of Cash Flows,
the Company generated $8.5 million in cash from operating activities of
continuing operations for the three months ended March 31, 1997 as
compared with a cash generation of $4.1 million for the comparable 1996
period. The increase in cash flow is due principally to higher earnings.
The Company continues to use internally generated cash to fund its
domestic operations and investing activities. At March 31, 1997, cash
and equivalents totalled $18.6 million, most of which are held by the
Company's European subsidiaries. These European subsidiaries will be
making substantial estimated and actual income tax payments in 1997 for
which such cash balances will be utilized along with, if necessary,
locally available lines of credit. At March 31, 1997, the Company also
had available unused lines of credit in the amount of approximately $82
million.
As previously communicated, in 1996, the Company entered into an
agreement to make an equity investment of $5 million in Nextwave Telecom
Inc. and whereby Nextwave agreed to purchase $50 million of equipment and
services over a five-year period from the Company. In connection with
this agreement, the Company agreed to provide secured product financing
to Nextwave in an amount up to $50 million. At March 31, 1997, the
Company had outstanding approximately $2.0 million in short-term and
long-term receivables in addition to its initial equity investment.
Although there is some uncertainty about the possible long-term funding
of certain "C Block" PCS companies, the Company believes, at this time,
that there has been no impairment in the aggregate carrying value of its
investment in Nextwave. In early 1997, the U.S. Government suspended
interest payments on license fees due from certain companies, including
Nextwave, who were awarded telecommunication licenses under a competitive
auction bid process.
Statements included in this From 10-Q which are not historical in
nature are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
amount of the charges to discontinued operations with respect to MARTA
will depend on a number of factors, including the outcome of MARTA's
negotiations with Envirotest and state representatives and the final
determination of the net realizable values of assets. Further, the
recovery of the Company's investment in and receivables from Nextwave may
be dependent upon Nextwave securing adequate additional financing and the
subsequent installation and operation of its telecommunication systems.
The Company's Annual Report on Form 10-K contains certain other detailed
factors that could cause the Company's actual results to materially
differ from forward-looking statements made by the Company.
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
(10) Material Contracts - Amendment to Restricted
Stock Agreements pursuant to 1992 Stock Plan,
dated April 25, 1997.
(11) Statement re computation of earnings per
common share.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
None
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.
Allen Telecom Inc.
(Registrant)
Date: May 14, 1997 By: /s/ Robert A. Youdelman
Robert A. Youdelman
Executive Vice President
(Chief Financial Officer)
Date: May 14, 1997 By: /s/ James L. LePorte, III
James L. LePorte, III
Vice President, Treasurer
and Controller
(Principal Accounting Officer)
ALLEN TELECOM INC.
EXHIBIT INDEX
Page
Exhibit Number:
(10) Material Contracts - Amendment to Restricted
Stock Agreements pursuant to 1992 Stock Plan
dated April 25, 1997 . . . . . . . . . . . . . . 16-18
(11) Statement re computation of earnings per common
share. . . . . . . . . . . . . . . . . . . . . . . 19
(27) Financial Data Schedule. . . . . . . . . . . . . . 20
EXHIBIT 10
AMENDMENT TO RESTRICTED STOCK AGREEMENTS
PURSUANT TO 1992 STOCK PLAN
(Salary Increase Deferral)
RESOLVED, that the Agreements dated April 28, 1992, between
the Corporation and each of Robert G. Paul, Robert A. Youdelman,
James L. LePorte, III, Ed Cohen, Erik van der Kaay and Frank Hyson;
be amended by deleting Section 3(c) in its entirety and inserting
therefor the following:
"(c) As soon as practicable after the
restrictions with respect to any installment of
Restricted Shares lapse (i) at the end of the period
applicable to such installment set forth in
paragraph 3(a) above (the "Restriction Period") or
(ii) pursuant to paragraphs 3(b) or 5 hereof, the
Company will deliver to the Employee, or the
Employee's legal representative in case of the
Employee's death, promptly after surrender of the
Employee's certificate(s) for the Restricted Shares
to the Treasurer of the Company, the certificate or
certificates for such shares free of any legend or
further restrictions together with a new certificate
representing any remaining Restricted Shares. It
shall be a condition to the obligation of the
Company to issue or transfer shares of Common Stock
upon the lapse of restrictions with respect to any
installment of Restricted Shares that the Employee
(or any person entitled to act under this paragraph
3(c)) pay to the Company, or elect to relinquish to
the Company a portion of such Restricted Shares
equal in value to, such amount as may be required by
the Company for the purpose of satisfying its
liability to withhold federal, state, local or
foreign income or other taxes by reason of such
issuance or transfer. If the amount required is not
paid or authorized to be relinquished and withheld
from such Restricted Shares, the Company may refuse
to issue or transfer shares of Common Stock.
Furthermore, the Employee (or any person entitled to
act under this paragraph 3(c)) may likewise elect to
relinquish to the Company an additional portion of
such Restricted Shares up to an amount equal in
value to the estimated amount of federal, state,
local or foreign income or other taxes to be paid in
connection with the lapsing of restrictions on such
Restricted Shares with respect to which withholding
by the Company is not required based on the
Employee's estimated maximum marginal tax rates;
provided, however, that the maximum number of Shares
that may be withheld shall not exceed 47 percent of
such Restricted Shares. The Company shall pay to
the governmental entities designated by the Employee
(or any person entitled to act under this paragraph
3(c)) the amounts designated by such Employee (or
any person entitled to act under this paragraph
3(c)) pursuant to this paragraph 3(c)."
FURTHER RESOLVED, that the Agreements dated November 30,
1993, between the Corporation and each of Peter Mailandt, Michael
Morin, John Burk, McDara P. Folan, III, and Alan Amira; the
Agreement dated September 23, 1994, between the Corporation and
John P. Kepple; and the Agreement dated October 12, 1995, between
the Corporation and Christopher H. Morton, be amended by deleting
Section 3(d) in its entirety and inserting therefor the following:
"(d) As soon as practicable after the
restrictions with respect to any installment of
Restricted Shares lapse (i) at the end of the period
applicable to such installment set forth in
paragraph 3(a) above (the "Restriction Period") or
(ii) pursuant to paragraphs 3(b) or 5 hereof, the
Company will deliver to the Employee, or the
Employee's legal representative in case of the
Employee's death, promptly after surrender of the
Employee's certificate(s) for the Restricted Shares
to the Treasurer of the Company, the certificate or
certificates for such shares free of any legend or
further restrictions together with a new certificate
representing any remaining Restricted Shares. It
shall be a condition to the obligation of the
Company to issue or transfer shares of Common Stock
upon the lapse of restrictions with respect to any
installment of Restricted Shares that the Employee
(or any person entitled to act under this paragraph
3(d)) pay to the Company, or elect to relinquish to
the Company a portion of such Restricted Shares
equal in value to, such amount as may be required by
the Company for the purpose of satisfying its
liability to withhold federal, state, local or
foreign income or other taxes by reason of such
issuance or transfer. If the amount required is not
paid or authorized to be relinquished and withheld
from such Restricted Shares, the Company may refuse
to issue or transfer shares of Common Stock.
Furthermore, the Employee (or any person entitled to
act under this paragraph 3(d)) may likewise elect to
relinquish to the Company an additional portion of
such Restricted Shares up to an amount equal in
value to the estimated amount of federal, state,
local or foreign income or other taxes to be paid in
connection with the lapsing of restrictions on such
Restricted Shares with respect to which withholding
by the Company is not required based on the
Employee's estimated maximum marginal tax rates;
provided, however, that the maximum number of Shares
that may be withheld shall not exceed 47 percent of
such Restricted Shares. The Company shall pay to
the governmental entities designated by the Employee
(or any person entitled to act under this paragraph
3(d)) the amounts designated by such Employee (or
any person entitled to act under this paragraph
3(d)) pursuant to this paragraph 3(d)."
FURTHER RESOLVED, that the officers of the Corporation, and
each of them, hereby are authorized to do and perform any and all
acts and to execute and deliver any and all documents, amendments,
agreements or other instruments as they may deem necessary or
advisable to effectuate the foregoing resolutions, and any actions
taken by the officers of the Corporation, or any of them, in
furtherance of the foregoing resolutions are hereby ratified and
confirmed as the actions of the Corporation.
<TABLE>
<CAPTION>
EXHIBIT 11
ALLEN TELECOM INC.
EARNINGS PER COMMON SHARE DATA
(Amounts in Thousands)
(Unaudited)
Net income and common shares used in the calculations of earnings per
common share were computed as follows:
Three Months
Ended
March 31,
1997 1996
<S> <C> <C>
Income:
Net income applicable to common
stock - primary and fully diluted $ 7,026 $ 4,245
Common Shares:
Weighted average outstanding
common shares 26,653 26,384
Dilutive common stock options 377 568
Common shares - primary 27,030 26,952
Additional common shares issuable
for stock options 30 3
Common shares - fully diluted 27,060 26,955
The calculation of fully diluted earnings per common share is submitted
in accordance with Regulation S-K Item 601(b)(11) although not required
for income statement presentation because it results in dilution of less
than 3 percent.
</TABLE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
[ARTICLE] 5
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] MAR-31-1997
[CASH] 18,628
[SECURITIES] 0
[RECEIVABLES] 100,393
[ALLOWANCES] (1,610)
[INVENTORY] 74,831
[CURRENT-ASSETS] 202,345
[PP&E] 84,338
[DEPRECIATION] (31,973)
[TOTAL-ASSETS] 414,791
[CURRENT-LIABILITIES] 103,574
[BONDS] 48,769
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 29,662
[OTHER-SE] 202,007
[TOTAL-LIABILITY-AND-EQUITY] 414,791
[SALES] 102,503
[TOTAL-REVENUES] 102,503
[CGS] (65,962)
[TOTAL-COSTS] (65,962)
[OTHER-EXPENSES] (21,314)
[LOSS-PROVISION] (131)
[INTEREST-EXPENSE] 520
[INCOME-PRETAX] 14,707
[INCOME-TAX] (6,180)
[INCOME-CONTINUING] (7,026)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 7,026
[EPS-PRIMARY] .26
[EPS-DILUTED] .26
</TABLE>
