Item 1 - Business
General
Andrew Corporation ("Andrew" or the "Company") was reincorporated in Delaware in 1987. The Company previously was incorporated in Illinois in 1947 as the successor to a partnership founded in 1937. Its executive offices are located at 10500 West 153rd Street, Orland Park, Illinois, 60462, which is approximately 25 miles southwest of Chicago's loop. Unless otherwise indicated by the context, all references herein to Andrew include Andrew Corporation and its subsidiaries.
Andrew is a multinational supplier of communications products and systems to worldwide commercial, industrial, governmental and military customers. Its principal products include coaxial cables, microwave antennas for point-to-point communication systems, special purpose antennas for commercial, government and military end use, antennas and complete earth stations for satellite communication systems, cellular antenna products, cellular telephone accessories, electronic radar systems, communication reconnaissance systems, and related ancillary items and services. These products are frequently sold as integrated systems rather than as separate components. Andrew conducts manufacturing operations, primarily from eight locations in the United States and from six locations in other countries. Sales by non-U.S. operations and export sales from U.S. operations accounted for approximately 49% of Andrew's net sales in 1998 and 48% in 1997 and 1996.
During fiscal 1996, Andrew completed three acquisitions that provided new products and improved accessibility to expanding markets. In December 1995, the Company purchased a 51% interest in Mapra Industria e Comercio Ltda. and Gerbo Telecommunicacoes e Servicos Ltda., located in Brazil. Mapra and Gerbo manufacture, distribute, and sell antennas, waveguides and towers and provide installation services. Andrew formed a cable manufacturing company with Mapra and Gerbo in which Andrew holds a 70% interest. In March 1996, the Company completed its acquisition of The Antenna Company, a manufacturer and distributor of wireless telephone antennas and accessories for mobile applications. In June 1996, the Company purchased an 80% interest in Satcom Systems, Pty. Ltd., a distributor of commercial products, located in South Africa.
In June 1997, the Company decided to exit certain businesses whose performance had not met growth expectations. The Company discontinued the network products business, significantly restructured its European wireless products business and phased out of the fiber optic sensors and global messaging development activities. These actions resulted in total after-tax charges to net income of $22.8 million or $.25 per share. While these steps negatively impacted 1997 results, they enable the company to focus on the growing wireless markets and to further enhance long-term growth opportunities.
In October 1997, the Company purchased an additional 19% ownership interest in Mapra Industria e Comercio Ltda. and Gerbo Telecommunicacoes e Servicos Ltda for $3.0 million. This purchase increased the Company's ownership percentage in Mapra and Gerbo to 70%.
During fiscal 1998 the Company operated in a dominant industry segment. Andrew supplies coaxial cable and antenna system equipment to telecommunications companies and agencies as well as cellular antenna products and cellular phone accessories through retail distribution channels of cellular service providers. The Company also supplies specialized antenna systems, electronic radar systems, communication reconnaissance systems, standard antennas, and fully integrated systems to various United States government agencies and friendly foreign governments.
Products and Services
The following table sets forth net sales and percentages of total net sales represented by Andrew's principal products during the last three years:
PRINCIPAL PRODUCTS
Coaxial Cable Systems and Bulk Cables:
Coaxial cable is a two-conductor, radio frequency transmission line with the smaller of the two conductors centrally located inside the larger, tubular conductor. It is principally used to carry radio frequency signals at frequencies up to 2 GHz.
Waveguides are tubular conductors, the dimensions and manufacturing tolerances of which are related to operating frequency. Waveguides find greatest application at frequencies above 2 GHz, although they are also used in UHF-TV broadcasting at frequencies in hundreds of megahertz. Andrew manufactures waveguides with rectangular, circular and elliptical cross-sections. Most of Andrew's waveguides are sold as part of its antenna systems.
In addition to bulk cable, coaxial cable systems include: cable connectors, accessories and assemblies. Coaxial cable connectors attach to cable and facilitate transmission line attachment to the antennas and radio equipment. Accessories protect and facilitate installation of coaxial cable on the tower and into the equipment building. Accessories include lightning surge protectors, hangers, adaptors and grounding kits. Together, connectors and cable assemblies combine to form coaxial cable assemblies.
Andrew sells its semi-flexible cables and waveguides under the trademark HELIAX(R).
Other Products and Services:
This group includes special application antennas, support products and various electronics.
Andrew manufactures and sells several types and configurations of special application antennas. Applications include cellular systems, navigation, FM and television broadcasting, multipoint distribution services and instructional television. As with microwave antennas, Andrew considers sales of special antennas and other various components used in the cellular market (equipment buildings and towers) and the installation of these components to be part of a "cellular system."
Support products include equipment buildings, which provide a controlled environment for radio and other equipment, while towers provide support and elevation for antennas.
Earth station antenna systems manufactured by Andrew are used at earth terminals to receive signals from, and transmit signals to, communication satellites in equatorial orbit. System elements include an antenna, from 6 to 40 feet in diameter, and may also include electronic controllers, waveguides, polarizers, combiners, special mounting features, motor drives, position indicators, transmitters and receivers. Andrew earth station antenna systems in all sizes are used in various countries to broadcast and transmit programs, both to CATV operators and to VHF or UHF broadcast stations, as well as for the long distance transmission of conventional telecommunications traffic.
The Company also designs and installs its proprietary distributed communication systems. These systems permit in-building and enclosed area access for all types of wireless communications.
Andrew manufactures electronic scanning and communication receiver systems, which are designed to search and monitor the electromagnetic spectrum from 20 MHz to 40 GHz. These systems are purchased primarily for intelligence gathering in strategic surveillance operations that emphasize highly sensitive reception of weak signals as well as accuracy of signal analysis data. The Company's highly automated receiver systems are subsystems that are incorporated into fully-integrated systems that, in addition to the Company's receiving and analyzing equipment, include antennas and other equipment necessary to carry out the overall electronic reconnaissance operation.
The Company is also engaged in the supply of fully integrated electronic surveillance systems, both for military radar reconnaissance and for non-military communications monitoring. These surveillance systems are custom designed by the Company's engineering staff to meet customer requirements.
Microwave Antenna Systems:
A "microwave antenna system," as this term is used by Andrew, consists of one or more microwave antennas, waveguides or coaxial cables connecting antennas to transmitters or receivers, a tower to support the antennas, an equipment shelter to house transmitters and receivers, various ancillary items and field installation services. If sold without a supporting tower, equipment shelter or field installation, microwave antennas with their connecting cables or waveguides are still considered by Andrew to be "microwave antenna systems."
Land-based microwave radio networks are commonly used by telecommunications companies for intercity telephone, telex, video and data transmission. They are also used for more specialized purposes by pipeline companies, electric utilities and railroads.
Wireless Accessories
Andrew manufactures and distributes accessories for personal communication systems, cellular handsets and paging devices. Portable antennas, batteries, battery chargers, paging accessories, hands free kits and various other wireless accessories are included in this group. The acquisition of The Antenna Company increased Andrew's product offering and opened domestic distribution channels.
INTERNATIONAL ACTIVITIES
Andrew's international operations represent a substantial portion of its overall operating results and asset base. Manufacturing facilities are located in Canada, Australia, Scotland, Brazil, China and India. Andrew's plants in the United States also ship significant amounts of manufactured goods to export markets. In Russia, the Ukraine and Mexico, Andrew participates in joint ventures that operate fiber optic telecommunication networks.
During fiscal 1998 sales of products exported from the United States or manufactured abroad were $420,376,000 or 49% of total sales compared with $414,749,000 or 48% of total sales in fiscal 1997 and $366,324,000, or 48% of total sales in fiscal 1996. Exports from the United States amounted to $97,738,000 in fiscal 1998, $105,147,000 in fiscal 1997, and $108,675,000 in fiscal 1996.
Sales and net income from continuing operations on a country-by-country basis can vary considerably year to year. Further information on Andrew's international operations is contained in the note "Geographic Area Information" to Consolidated Financial Statements included on page 32 of the 1998 Annual Report to Stockholders, incorporated herein by reference.
Andrew's international operations are subject to a number of risks including currency fluctuations, changes in foreign governments and their policies, and expropriation or requirements of local or shared ownership. Andrew believes that the geographic dispersion of its sales and assets tends to mitigate these risks.
MARKETING AND DISTRIBUTION
Sales engineering functions, including product application assistance, are performed by a staff of highly trained applications engineers located at each manufacturing facility. In addition, field sales engineers are located at or near Atlanta, Dallas, Los Angeles, Miami, New York, San Francisco, Washington, D.C., Essen and Munich (Germany), Hong Kong, Johannesburg (South Africa), London (England), Madrid (Spain), Mexico City (Mexico), Milan (Italy), Moscow (Russia), Paris (France), Sorocaba (Brazil), Suzhou (China), Tokyo (Japan), Zurich (Switzerland) and Goa (India). Unlike most of its competitors, Andrew uses its own sales and sales engineering staffs to service its principal markets, but follows the traditional practice of using commissioned sales agents in countries with modest sales potential.
Approximately one-half of Andrew's products are sold directly to end users. Most of the remainder is sold to radio equipment companies which install Andrew's products as part of a total system, with the balance being sold through dealers and jobbers. Small or medium-size orders are normally shipped from inventory. Delivery schedules on larger orders are negotiated, but seldom exceed five months. Andrew's sales are principally standard, proprietary items although unique specifications or features are incorporated for special order situations.
Because most of Andrew's business is derived from large telecommunications system operators and the radio equipment manufacturers who supply this industry, Andrew has tailored its business strategy to serve the needs of technically sophisticated buyers. In particular, Andrew has emphasized the compatibility of antennas, transmission lines and related components in order to optimize their performance as an integrated subsystem.
The Company also sells mobile cellular products such as antennas and cellular telephone accessories. These products are sold primarily through the retail distribution channels of cellular service providers ("Carriers"). Mobile cellular products are also sold to distributors who then resell these products to dealers and cellular carriers.
MAJOR CUSTOMERS
Andrew serves more than 6,000 customers in more than 170 countries. In fiscal 1998, aggregate sales to the ten largest customers accounted for 31% of total consolidated sales compared to 31% in 1997 and 27% in 1996. No single customer has accounted for over 10% of consolidated annual sales in any of the last three years.
MANUFACTURING AND RAW MATERIALS
Andrew generally develops, designs, fabricates, manufactures and assembles the products it sells. Cable and waveguide products are produced at plants in Illinois, Brazil, Scotland, China and India. Microwave and earth station antennas are manufactured in Scotland, Texas and Australia. Self-supporting and guyed towers are also manufactured in Texas. Equipment shelters are manufactured in Georgia and California. Wireless antennas and accessories for mobile applications are manufactured in Illinois. Andrew's defense electronic products are manufactured in plants located in Texas. The Company's products are manufactured from both standard components and parts that are built to the Company's specifications by other manufacturers. Certain of the Company's products contain multiple microprocessors for which proprietary machine readable software is designed by the Company's engineers and technicians.
Andrew considers its sources of supply for all raw materials to be adequate and is not dependent upon any single supplier for a significant portion of materials used in its products.
RESEARCH AND DEVELOPMENT
Andrew believes that the successful marketing of its products depends upon its research, engineering and production skills. Research and development activities are undertaken for new product development and for product and manufacturing process improvement. In fiscal 1998, 1997 and 1996, Andrew spent $25,810,000, $41,076,000, and $29,624,000, respectively on research and development activities.
Andrew holds approximately 252 active patents expiring at various times between 1998 and 2015, relating to its products and attempts to obtain patent protection for significant developments whenever possible. The Company believes that, while patents in the aggregate are important to its business, the loss of any individual patent would not have a material adverse effect on its operations.
COMPETITION
Many large manufacturers of electrical or radio equipment, some of which have substantially greater financial resources than Andrew, compete with a portion of Andrew's antenna systems equipment, wireless products and coaxial cable product lines. In addition, there are a number of small independent companies that compete with portions of these product lines. Andrew has traditionally focused on specific specialized fields within the marketplace that require sophisticated technology and support services. Andrew competes principally on the basis of product quality, service and continual technological enhancement of its products.
There are numerous manufacturers of electronic radar systems, communication reconnaissance systems and specialized antenna systems that supply their equipment to United States government agencies and friendly foreign governments. There is substantial competition within the market and the Company is not a major competitor. Due to fixed-price contracts and pre-defined contract specifications prevalent within this market, the Company competes primarily on the basis of its ability to provide state-of-the-art solutions in this technologically demanding marketplace while maintaining its competitive pricing.
BACKLOG AND SEASONALITY
The following table sets forth the Company's backlog of orders believed to be firm and due to ship both within the next year and beyond (government orders included herein are funded orders):
Due to variability of shipments under large contracts, customers' seasonal installation considerations, variations in product mix and in profitability of individual orders, the Company can experience wide quarterly fluctuations in net sales and income. These variations can be expected to continue in the future. Consequently, it is more meaningful to focus on annual rather than interim results.
ENVIRONMENT
The Company engages in a variety of activities to comply with various federal, state and local laws and regulations involving the protection of the environment. Compliance with such laws and regulations does not currently have a significant effect on the Company's capital expenditures, earnings, or competitive position. In addition, the Company has no knowledge of any environmental condition that might individually or in the aggregate have a material adverse effect on the Company's financial condition.
EMPLOYEES
At September 30, l998, Andrew had 4,221 employees, 3,002 of whom were located in the United States. None of Andrew's employees are subject to collective bargaining agreements. As a matter of policy, Andrew seeks to maintain good relations with employees at all locations and believes that such relations are good.
REGULATION
Andrew is not directly regulated by any governmental agency in the United States. Most of its customers and the telecommunications industry generally, are subject to regulation by the Federal Communications Commission (the "FCC"). The FCC controls the allocation of transmission frequencies and the performance characteristics of earth station antennas. As a result of these controls, Andrew's antenna design specifications must be conformed on an ongoing basis to meet FCC requirements. This regulation has not adversely affected Andrew's operations.
Outside of the United States, where many of Andrew's customers are government owned and operated entities, changes in government economic policy and communications regulation have affected in the past, and may be expected to affect in the future, the volume of Andrew's non-U.S. business. However, the effect of regulation in countries other than the U.S. in which Andrew does business has generally not been detrimental to Andrew's non-U.S. operations taken as a whole.
GOVERNMENT CONTRACTS
Andrew performs work for the United States Government primarily under fixed-price prime contracts and subcontracts. Under fixed-price contracts, Andrew realizes any benefit or detriment occasioned by lower or higher costs of performance. Total direct and indirect sales to agencies of the United States Government, which are generally fixed-price contracts, were $9,520,000 in 1998, $17,254,000 in 1997, and $18,250,000 in 1996. These contracts are typically less than 12 months in duration.
Andrew, in common with other companies that derive a portion of their revenues from the United States Government, is subject to certain basic risks, including rapidly changing technologies, changes in levels of defense spending, and possible cost overruns. Recognition of profits is based upon estimates of final performance that may change as contracts progress. Contract prices and costs incurred are subject to Government Procurement Regulations. Costs may be questioned by the Government and are subject to disallowance.
All United States Government contracts contain a provision that they may be terminated at any time for the convenience of the Government. In such event, the contractor is entitled to recover allowable costs plus any profits earned to the date of termination.
Item 2
Item 2 - Properties
Andrew has sixteen manufacturing facilities, thirty-seven engineering and sales administration locations and twelve distribution facilities. All are equipped with appropriate office space. Andrew's executive offices are located at the facility in Orland Park, Illinois. The following table sets forth certain information regarding significant facilities:
The Company's properties are in good condition and are suitable for the purposes for which they are used.
Andrew owns a total of 701 acres of land. Of this total, 565 acres are unimproved, including 181 acres in Orland Park, Illinois, 137 acres in Floyd, Texas, l43 acres in Denton, Texas, and 98 acres in Ashburn, Ontario, Canada. Andrew also leases sales offices and facilities in the United States and in thirteen countries outside the United States.
Item 3
Item 3 - Legal Proceedings
Andrew is not involved in any pending legal proceedings that are expected to have a materially adverse effect on its financial position, nor is it aware of any proceedings of this nature or relating to the protection of the environment contemplated by governmental authorities.
Item 4
Item 4 - Submission of Matters to a Vote of Security Holders
There were no matters that required a vote of security holders during the three months ended September 30, l998.
PART II
Item 5
Item 5 - Market for the Registrant's Common Stock and Related Stockholder Matters
The Company's common stock is traded over-the-counter on the "Nasdaq" Stock Market and Chicago Stock Exchange.
The Company had 4,885 holders of common stock of record at December 16, 1998.
Information concerning the Company's stock price during the years ended September 30, l998 and 1997 is incorporated herein by reference from Andrew's l998 Annual Report to Stockholders, page 33. All prices represent high and low sales prices as reported by Nasdaq.
It is the present practice of Andrew's Board of Directors to retain earnings in the business to finance the Company's operations and investments and the Company does not anticipate payment of cash dividends in the foreseeable future.
Long-term debt agreements include restrictive covenants that, among other things, restrict dividend payments. At September 30, l998, $357,948,000 was not restricted for purposes of such payments.
Item 6
Item 6 - Selected Financial Data
Selected financial data for the last five fiscal years is incorporated herein by reference to the l998 Annual Report to Stockholders, pages 36 and 37.
Item 7
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations
Information concerning this item is incorporated herein by reference to the l998 Annual Report to Stockholders, pages 14 through 18.
Item 7a.
Item 7a.-Quantitative and Qualitative Disclosures about Market Risks
The Company is exposed to market risk from changes in interest rates and foreign exchange rates, and commodities:
Interest Rate Risk - the company had $56.5 million in debt outstanding at September 30, 1998 in the form of export financing arrangements, lines of credit and debt agreements at both fixed and variable rates. The Company is exposed to interest rate risk primarily through its variable rate debt, which totaled $17.6 million or 31.2% of total debt. To assess its exposure to interest rates, the Company performed a sensitivity analysis on its variable rate debt. As a result, the Company determined that a 100 basis point increase in short-term interest rates would not have a material effect on the Company's financial position, results of operations or cash flows. The Company currently does not use derivative instruments to manage its interest rate risk.
Foreign Currency Risk - Andrew's international operations represent a substantial portion of its overall operating results and asset base. In most cases, the Company's products are produced at manufacturing facilities located near the customer. As a result, significant volumes of finished goods are manufactured in countries for sale into those markets. During fiscal year 1998, sales of products exported from the United States or manufactured abroad were 49% of total sales.
The Company's identifiable foreign exchange exposures result primarily from the anticipated purchase of product from affiliates and third-party suppliers along with the repayment of intercompany loans with foreign subsidiaries denominated in foreign currencies. The Company has $59.7 million of investments and advances to its ventures located in Russia, Ukraine and Mexico. The ultimate collectability of these advances and the Company's ability to recoup its investments in these ventures is tied in part to the economic stability of these countries, particularly Russia and the stability of the Russian Ruble. The Company manages its foreign currency risk by making use of naturally offsetting positions, such as borrowing in functional currencies, and structuring intercompany transactions to reduce known material exposures, where possible. The Company currently does not use derivative financial instruments to manage its foreign currency risk.
Commodity Risk - the Company uses various metals in the production of its products, principally copper. As a result, the Company's earnings are exposed to fluctuations in the price of copper. In order to reduce its exposure, the Company has negotiated copper purchasing contracts with various suppliers through fiscal year 1999. In general, the contracts lock copper pricing for the full year.
Item 8
Item 8 - Financial Statements and Supplementary Data
The Consolidated Financial Statements of the Company, Notes to Consolidated Financial Statements, Selected Quarterly Financial Information, and the report thereon of the independent auditors are incorporated herein by reference to the 1998 Annual Report to Stockholders, pages 19 through 34.
Item 9
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None
PART III
Item l0-Directors and Executive Officers of the Registrant
Information concerning directors and executive officers of the Registrant is incorporated herein by reference from the Company's l998 Proxy Statement under the captions "Election of Directors" and "Executive Officers."
Item ll-Executive Compensation
Information concerning management compensation is incorporated herein by reference from the Company's l998 Proxy Statement under the caption "Executive Compensation."
Item l2-Security Ownership of Certain Beneficial Owners and Management
Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Company's l998 Proxy Statement under the caption "Security Ownership."
Item 13
Item 13 - Certain Relationships and Related Transactions
Information concerning certain relationships and related transactions is incorporated herein by reference from the Company's 1998 Proxy Statement under the caption "Security Ownership."
PART IV
Item l4-Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following consolidated financial statements of Andrew Corporation and subsidiaries, included in the l998 Annual Report to Stockholders, are incorporated by reference in Item 8 above:
Consolidated Statements of Income years ended September 30, l998, 1997 and l996..................page 19
Consolidated Balance Sheets September 30, l998 and 1997....................................page 20
Consolidated Statements of Cash Flows years ended September 30, l998, l997 and l996..................page 21
Consolidated Statements of Stockholders' Equity years ended September 30, l998, 1997 and l996..................page 22
Notes to Consolidated Financial Statements.............pages 23 through 32
Selected Quarterly Financial Information...........................page 33
Report of Independent Auditors.....................................page 34
Item 14
Item 14 cont.
Item 14 cont.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September 30, 1998.
REPORT OF INDEPENDENT AUDITORS
To the Stockholders and Board of Directors Andrew Corporation
We have audited the consolidated financial statements of Andrew Corporation and subsidiaries listed in Item 14 (a) of the annual report on Form 10-K of Andrew Corporation for the year ended September 30, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Andrew Corporation and subsidiaries at September 30, 1998 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 1998 in conformity with generally accepted accounting principles.
Ernst & Young LLP Chicago, Illinois October 23, 1998
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on December 21, 1998.
Andrew Corporation
By \s\ Floyd L. English Floyd L. English Chairman, President, and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on December 21, 1998, by the following persons on behalf of the Registrant in the capacities indicated.
\s\ Floyd L. English \s\ Thomas A. Donohoe Floyd L. English Thomas A. Donohoe Chairman, President, Chief Executive Officer Director and Director (Principal Executive Officer)
\s\ Charles R. Nicholas \s\ Kenneth J. Douglas Charles R. Nicholas Kenneth J. Douglas Executive Vice President and Chief Financial Director Officer (Principal Financial Officer)
\s\ Gregory F. Maruszak \s\ Jere D. Fluno Gregory F. Maruszak Jere D. Fluno Vice President Finance Director (Principal Accounting Officer)
\s\ John G. Bollinger \s\ Ormand J. Wade John G. Bollinger Ormand J. Wade Director Director
\s\ Jon L. Boyes Jon L. Boyes Director
EXHIBIT INDEX
Item Number Description - ----------- ----------- 10.(c) Non-employee Directors' Stock Option Plan Dated February 10, 1998 10.(e) Amended and Restated Employee Stock Purchase Plan 10.(g) Employee Retirement Benefit Restoration Plan Dated October 1, 1998 13 1998 Annual Report to Stockholders 21 List of Significant Subsidiaries 23 Consent of Independent Auditors 27 Financial Data Schedule