<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 18, 1998
ADC TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-1424 41-0743912
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
12501 Whitewater Drive, Minnetonka, Minnesota 55343
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 938-8080
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
The Company is attaching, as Exhibit 99.1 hereto, and incorporating
herein by reference, its press release dated February 18, 1998.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 News release dated February 18, 1998.
SIGNATURE
Pursuant to the requirements of Section 12 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.
Date: February 18, 1998 ADC TELECOMMUNICATIONS, INC.
By: /s/ Robert E. Switz
-------------------------
Robert E. Switz
Senior Vice President and
Chief Financial Officer
2
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 News release dated February 18, 1998.
3
<PAGE>
Exhibit 99.1
[LOGO]
ADC Telecommunications, Inc. Telephone (612) 938-8080
PO Box 1101 Fax (612) 946-3292
Minneapolis, MN 55440-1101
February 18, 1998
Robert E. Switz
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, Minnesota 55343
(612) 946-3555
FOR IMMEDIATE RELEASE NASDAQ SYMBOL: ADCT
FIRST FISCAL QUARTER RESULTS ANNOUNCED TODAY BY ADC
TELECOMMUNICATIONS, INC.
MINNEAPOLIS, MN: ADC Telecommunications, Inc. announced final results today for
its first fiscal quarter ended January 31, 1998. The 1998 three-month results,
compared to the three-month period ended January 31, 1997 are as follows
(dollars in thousands except earnings per share):
<TABLE>
<CAPTION>
Quarters Ended January 31, % Increase
--------------------------
1998 1997 (Decrease)
---- ---- ----------
<S> <C> <C> <C>
Net sales $286,396 $256,777 11.5%
Operating income before non-recurring
charges 37,980 37,584 1.1
Operating income 37,980 14,884 155.2
Income before non-recurring charges 25,409 24,923 2.0
Net income 25,409 10,395 144.4
Basic and diluted earnings per share
before non- recurring charges 0.19 .19 -
Basic and diluted earnings per share 0.19 .08 137.5%
</TABLE>
Net sales increased 11.5% over the same quarter of fiscal year 1997 and,
without taking into consideration the non-recurring charges recorded in the
first quarter of 1997, net income was essentially flat with the comparable
period last year.
The Company currently expects continued improvements throughout the
remainder of 1998 and anticipates that each of the remaining 1998 fiscal
quarters will compare favorably to the same quarters in fiscal 1997. The
Company also believes, based on current product mix, orders and shipments in
each of its business units, that a goal of 20% growth in overall revenues and
earnings during the remainder of fiscal 1998 over the comparable period of
fiscal 1997 is achievable.
<PAGE>
ADC TELECOMMUNICATIONS, INC. designs, manufactures and markets a wide
variety of transmission and networking systems and broadband connectivity
products for fiber optic, twisted pair copper, coaxial and wireless broadband
global networks. The Company's products are used by telephone companies, other
public network providers (such as wireless, broadcast and cable TV operators)
and private voice, data and video network providers. For the fiscal year ended
October 31, 1997, ADC revenues were approximately $1.2 billion.
Net sales for the quarters ended January 31, 1998 and 1997 classified by
functional product group, detailed statements of income for the quarters ended
January 31, 1998 and 1997 and balance sheets as of January 31, 1998 and October
31, 1997 follow.
NET SALES BY PRODUCT GROUP (DOLLARS IN THOUSANDS):
<TABLE>
<CAPTION>
Quarters Ended January 31,
--------------------------
1998 1997
---- ----
PRODUCT GROUP Net Sales % Net Sales %
--------- ------- --------- ------
<S> <C> <C> <C> <C>
TRANSMISSION $ 135,763 47.4% $ 105,312 41.0%
ENTERPRISE
NETWORKING 32,196 11.2 39,828 15.5
BROADBAND
CONNECTIVITY 118,437 41.4 111,637 43.5
-------- ----- ---------- -----
TOTAL $ 286,396 100.0% $ 256,777 100.0%
---------- ------ ---------- ------
---------- ------ ---------- ------
</TABLE>
Revenue contributions from companies acquired since January 31, 1997 were
approximately $14.4 million in the first quarter of fiscal 1998 compared with
first quarter 1997 revenue contributions of $40 million from companies acquired
since January 31, 1996.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: Any forward-looking statements contained herein reflect the current
expectations or beliefs of ADC's management. The Company cautions readers that
actual future results could differ materially from those in forward-looking
statements depending on the outcome of certain factors including the risks and
uncertainties identified in Exhibit 99-a to the Company's Report on Form 10-K
for the fiscal year ended October 31, 1997.
<PAGE>
ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED
JANUARY 31,
-------------------------
1998 1997
---------- ---------
<S> <C> <C>
NET SALES $ 286,396 $ 256,777
COST OF PRODUCT SOLD 152,846 139,108
---------- ---------
GROSS PROFIT 133,550 117,669
---------- ---------
Gross profit percentage 46.6% 45.8%
---------- ---------
EXPENSES:
Development and product engineering 30,938 28,119
Selling and administration 62,094 49,444
Goodwill amortization 2,538 2,522
Non-recurring charges -- 22,700
---------- ---------
Total expenses 95,570 102,785
---------- ---------
OPERATING INCOME 37,980 14,884
OTHER INCOME (EXPENSE), NET:
Interest 1,444 1,786
Other (333) (427)
---------- ---------
INCOME BEFORE INCOME TAXES 39,091 16,243
PROVISION FOR INCOME TAXES 13,682 5,848
---------- ---------
NET INCOME $ 25,409 $ 10,395
---------- ---------
---------- ---------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(DILUTED) 136,914 133,730
---------- ---------
---------- ---------
BASIC AND DILUTED EARNINGS PER SHARE $ 0.19 $ 0.08
---------- ---------
---------- ---------
</TABLE>
<PAGE>
ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
JANUARY 31, OCTOBER 31,
1998 1997
---------- ----------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 97,310 $ 109,794
Accounts receivable, net 231,976 246,241
Inventories 181,367 168,379
Prepaid income taxes and other assets 28,956 25,053
---------- ----------
Total current assets 539,609 549,467
PROPERTY AND EQUIPMENT, net 225,707 215,677
OTHER ASSETS, principally goodwill 183,213 171,159
---------- ----------
$ 948,529 $ 936,303
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt $ 564 $ 650
Accounts payable 56,770 62,879
Accrued liabilities 111,047 118,870
---------- ----------
Total current liabilities 168,381 182,399
LONG-TERM DEBT, less current
maturities 2,552 3,109
---------- ----------
Total liabilities 170,933 185,508
STOCKHOLDERS' INVESTMENT
(134,139 and 133,508 shares outstanding) 777,596 750,795
---------- ----------
$ 948,529 $ 936,303
---------- ----------
---------- ----------
</TABLE>
