1 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, 2000 -------------- 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) 765-5855 --------------- 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, 2000 --------------------- -------------- Par value $1.00 per share 27,919,013 ---------- 2 ALLEN TELECOM INC. TABLE OF CONTENTS Page No. ------------------- PART I. FINANCIAL INFORMATION: ITEM 1 - Financial Statements: Condensed Consolidated Balance Sheets - March 31, 2000 and December 31, 1999 3 Condensed Consolidated Statements of Income - Three Months Ended March 31, 2000 and 1999 4 Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999 5 Condensed Consolidated Statements of Stockholders' Equity - Three Months Ended March 31, 2000 and 1999 6 Notes to the Condensed Consolidated Financial Statements 7-9 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 10-13 ITEM 3 - Quantitative and Qualitative Disclosures About Market Risks 14 PART II. OTHER INFORMATION: ITEM 6 - Exhibits and Reports on Form 8-K 14 Signatures 15 Exhibit Index 16 2 3 ALLEN TELECOM INC. PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in Thousands) March 31, December 31, 2000 1999 --------- ------------ (Unaudited) ASSETS Current Assets: Cash and equivalents $ 27,638 $ 22,085 Accounts receivable (less allowance for doubtful accounts of $2,525 and $2,537, respectively) 76,555 87,394 Inventories: Raw materials 41,461 43,608 Work in process 18,947 19,343 Finished goods 24,087 19,762 -------- -------- Total inventories (net of reserves) 84,495 82,713 -------- -------- Deferred income taxes 6,944 6,966 Other current assets 5,515 4,992 -------- -------- Total current assets 201,147 204,150 Property, plant and equipment, net 47,114 49,253 Excess of cost over net assets of businesses acquired 133,371 134,723 Deferred income taxes 31,321 30,281 Other assets 31,623 33,023 -------- -------- TOTAL ASSETS $444,576 $451,430 ======== ======== LIABILITIES Current Liabilities: Notes payable and current maturities of long-term obligations $ 1,321 $ 2,181 Accounts payable 42,674 41,139 Accrued expenses 26,780 27,943 Income taxes payable 1,919 2,464 Deferred income taxes 2,325 2,361 -------- -------- Total current liabilities 75,019 76,088 Long-term debt 117,713 120,905 Deferred income taxes 5,241 3,455 Other liabilities 10,112 10,070 -------- -------- TOTAL LIABILITIES 208,085 210,518 -------- -------- STOCKHOLDERS' EQUITY Common stock 30,017 30,010 Paid-in capital 181,445 181,335 Retained earnings 58,884 57,014 Accumulated other comprehensive loss (17,296) (10,685) Less: Treasury stock (at cost) (14,855) (14,978) Unearned compensation (1,704) (1,784) -------- -------- TOTAL STOCKHOLDERS' EQUITY 236,491 240,912 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $444,576 $451,430 ======== ======== See accompanying notes to the Condensed Consolidated Financial Statements. 3 4 ALLEN TELECOM INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands, Except Per Share Data) (Unaudited) Three Months Ended March 31, ----------------------------------- 2000 1999 -------- -------- SALES $ 87,956 $ 75,913 -------- -------- Costs and expenses: Cost of sales (Note 2) (62,574) (53,683) Selling, general and administrative expenses (Note 2) (16,261) (14,076) Research and development and product engineering costs (6,186) (7,664) Other loss -- (165) Interest expense (2,471) (2,356) Interest income 510 292 -------- -------- Income (loss) before taxes and minority interests 974 (1,739) (Provision) benefit for income taxes (391) 607 -------- -------- Income (loss) before minority interests 583 (1,132) Minority interests (13) (304) -------- -------- INCOME (LOSS) FROM CONTINUING OPERATIONS 570 (1,436) Discontinued emissions testing operation: Gain on sale (net of income taxes) (Note 3) 1,300 2,363 -------- -------- NET INCOME $ 1,870 $ 927 ======== ======== EARNINGS (LOSS) PER COMMON SHARE, BASIC AND DILUTED: Continuing operations $ .02 ($ .05) Discontinued operations .05 .08 -------- -------- Net income $ .07 $ .03 ======== ======== Weighted average common shares outstanding: Basic 27,780 27,350 Assumed exercise of stock options 340 60 -------- -------- Diluted 28,120 27,410 ======== ======== See accompanying notes to the Condensed Consolidated Financial Statements. 4 5 ALLEN TELECOM INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in Thousands) (Unaudited) Three Months Ended March 31, --------------------------------- 2000 1999 -------- -------- CASH FLOW FROM OPERATIONS: Income (loss) from continuing operations $ 570 $ (1,436) Adjustments to reconcile income (loss) to operating cash flow: Depreciation 3,639 3,973 Amortization of goodwill 1,918 1,727 Amortization of capitalized software 575 650 Other amortization 80 133 Non-cash loss on write-down of assets 393 - Loss on investments - 158 Changes in operating assets and liabilities: Receivables 7,500 (5,150) Inventories (5,075) (5,660) Accounts payable and accrued expenses 2,975 2,698 Income tax payable (1,340) (768) Other, net 1,001 1,521 -------- -------- CASH PROVIDED (USED) BY OPERATING ACTIVITIES 12,236 (2,154) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Sale of discontinued emissions testing business - 9,387 Collection from sale of common stock investment - 6,671 Capital expenditures (3,041) (1,731) Capitalized software product costs (340) (332) -------- -------- CASH (USED) PROVIDED BY INVESTING ACTIVITIES (3,381) 13,995 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of borrowings (3,616) (21,117) Collection on installment note receivable 1,000 - Treasury stock sold to employee benefit plan 123 258 Exercise of stock options 35 - -------- -------- CASH USED BY FINANCING ACTIVITIES (2,458) (20,859) -------- -------- Net Cash Provided By Discontinued Emissions Testing Business - 1,810 -------- -------- NET CASH PROVIDED (USED) 6,397 (7,208) Effect of foreign currency exchange rate changes on cash (844) (1,096) Cash and equivalents at beginning of year 22,085 19,900 -------- -------- CASH AND EQUIVALENTS AT END OF PERIOD $ 27,638 $ 11,596 ======== ======== Supplemental cash flow data: Cash paid during the period for: Interest $ 1,369 $ 831 Income taxes 1,763 709 See accompanying notes to the Condensed Consolidated Financial Statements. 5 6 ALLEN TELECOM INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Amounts in Thousands) (Unaudited) Common Paid-In Comprehensive Retained Total Stock Capital Income (Loss) Earnings ----------- ----------- ----------- ---------------- --------- FOR THE THREE MONTHS ENDED MARCH 31, 2000: Beginning Balance, January 1, 2000 $240,912 $30,010 $181,335 $57,014 Comprehensive Income (loss): Net income 1,870 $ 1,870 1,870 Other comprehensive loss: Foreign currency translation adjustments (6,611) (6,611) ------ Comprehensive loss $ (4,741) ======= Treasury stock reissued 205 82 Exercise of stock options 35 7 28 Amortization of unearned compensation 80 -------- --------- -------- -------- Ending Balance, March 31, 2000 $236,491 $ 30,017 $181,445 $ 58,884 ======== ======== ======= ======= FOR THE THREE MONTHS ENDED MARCH 31, 1999: Beginning Balance, January 1, 1999 $250,081 $ 29,759 $180,604 $59,869 Comprehensive Income (loss): Net income 927 $ 927 927 Other comprehensive loss: Foreign currency translation adjustments (2,999) (2,999) ------ Comprehensive loss $ (2,072) ======= Treasury stock reissued 257 (114) Amortization of unearned compensation 97 -------- --------- -------- -------- Ending Balance, March 31, 1999 $248,363 $ 29,759 $180,490 $ 60,796 ======== ======== ======= ======= Accumulated Other Comprehensive Treasury Unearned Income (Loss) Stock Compensation ---------------- ------------ ---------------- FOR THE THREE MONTHS ENDED MARCH 31, 2000: Beginning Balance, January 1, 2000 $ (10,685) $(14,978) $ (1,784) Comprehensive Income (loss): Net income Other comprehensive loss: Foreign currency translation adjustments (6,611) Comprehensive loss Treasury stock reissued 123 Exercise of stock options Amortization of unearned compensation 80 ----------- -------- -------- Ending Balance, March 31, 2000 $ (17,296) $(14,855) $ (1,704) ========== ======== ======== FOR THE THREE MONTHS ENDED MARCH 31, 1999: Beginning Balance, January 1, 1999 $ (2,255) $(15,985) $ (1,911) Comprehensive Income (loss): Net income Other comprehensive loss: Foreign currency translation adjustments (2,999) Comprehensive loss Treasury stock reissued 371 Amortization of unearned compensation 97 --------- -------- -------- Ending Balance, March 31, 1999 $ (5,254) $(15,614) $ (1,814) ========= ======== ======== See accompanying notes to the Condensed Consolidated Financial Statements. 6 7 ALLEN TELECOM INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. GENERAL: In the opinion of the 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, 2000 and the consolidated results of its operations, cash flows and changes in stockholders' equity for the periods ended March 31, 2000 and 1999. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The year-end 1999 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, 1999. 2. SPECIAL CHARGES: In the fourth quarter 1999, the Company announced the restructuring of certain operations including the discontinuance of certain product lines, the closing of a manufacturing facility and other items. As previously indicated in the financial statements for the year ending December 31, 1999, in the first quarter 2000, the Company incurred pretax charges of $1,678,000, or $.04 per basic and diluted share after related income tax effect, incremental to the fourth quarter 1999 restructuring charge. These first quarter 2000 charges, which were not accruable at December 31, 1999, include termination costs of employees notified subsequent to December 31, 1999, relocation costs, asset write-offs, and other termination related benefits. Of this pretax charge $960,000 was recorded in cost of sales and $718,000 in selling, general and administrative expenses. Of the charge, $393,000 relates to a non-cash write-off of capital assets and $1,285,000 are cash related charges. The following is a summary of the activity for exit costs incurred (amounts in thousands, except for employee data). Severance -------------------------- Number of Sale of Building Accrual Employees and Equipment Other Accrual balance at December 31, 1999 $1,374 93 $2,271 $517 Addition to accrual in first quarter 2000 327 5 393 958 Employees terminated - (77) - - Charged against accrual (468) - (415) (810) ------------------------------------------------------ Balance March 31, 2000 $1,233 21 $2,249 $665 The term of severance is based on years of service or determined by contractual obligation, and is payable over a period of time. Severance will be paid out in its entirety by October 31, 2001. 7 8 ALLEN TELECOM INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 3. DISCONTINUED OPERATIONS: The gain on sale from discontinued operations in the first quarter of 2000 represents income from previously contingent purchase price consideration (in the form of a 12% interest bearing installment note) earned on the sale of the Company's former automotive emissions testing business sold in the first quarter of 1999. The gains in the first quarters of 2000 and 1999 are net of related income taxes in the amount of $700,000 and $1,403,000, respectively. 4. SEGMENT DISCLOSURES: The following table shows sales to external customers and results of operations for the Company's two operating segments (amounts in thousands): Three Months Ended March 31, 2000 1999 -------- -------- Sales to external customers: Telecommunications equipment manufacturing $ 81,956 $ 70,045 Wireless engineering services 6,000 5,868 -------- -------- Total sales $ 87,956 $ 75,913 ======== ======== Results of Operations: Segment Results: Telecommunications equipment manufacturing $ 5,680 $ 3,223 Wireless engineering services 885 236 -------- -------- 6,565 3,459 Other loss - (165) -------- -------- Goodwill amortization (1,918) (1,727) General corporate expenses (1,712) (1,242) Net financing costs (1,961) (2,064) -------- -------- Income (loss) before taxes and minority interests $ 974 $ (1,739) ======== ======== 8 9 ALLEN TELECOM INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 5. IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS: The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," in June 1998 which will now be effective for financial statements for all fiscal quarters of fiscal years beginning after June 15, 2000. Accordingly, the Company will adopt the provisions of the standard on January 1, 2001. The Company utilizes hedging activities primarily in its foreign subsidiaries to limit foreign currency exchange rate risk on receivables. The Company has not yet determined the effect, if any, of the adoption of this Statement on results of operations and financial position. In March 2000, the Financial Accounting Standards Board issued FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25". This interpretation clarifies the application of APB Opinion 25, under which the Company accounts for stock based compensation awards, for certain issues. This Interpretation is effective July 1, 2000, but certain conclusions in this interpretation cover specific events that occurred after either December 15, 1998, or January 12, 2000. To the extent that this Interpretation covers events occurring during the period after December 15, 1998, or January 12, 2000, but before the effective date of July 1, 2000, the effects of applying this Interpretation are recognized on a prospective basis from July 1, 2000. The Company has not yet determined the effect, if any, of the adoption of this Statement on results of operations and financial position. 9 10 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ALLEN TELECOM INC. RESULTS OF OPERATIONS SUMMARY: Allen Telecom Inc. reported net income from continuing operations of $.6 million ($.02 per common share) for the first quarter 2000, as compared with a loss of $1.4 million ($.05 loss per common share) for the first quarter 1999. Total sales for the Company increased 16% from $75.9 million in the first quarter 1999 to $88.0 million in the first quarter 2000. Included in the results of operations for the first quarter 2000, are incremental pretax restructuring charges of approximately $1.7 million, or $.04 per basic and diluted share after related income tax effect. The Company has estimated cost savings resulting from restructuring actions taken in the fourth quarter 1999 and first quarter 2000 to be in the pretax range of $6.0 to $8.0 million on an annual basis. These savings are expected to be realized beginning in the second quarter 2000, coincident with the final closedown of its domestic manufacturing facility. Of the projected cost savings, approximately $4.4 million relate to cost of sales, $1.9 million to selling, general and administrative costs, and $.7 million to R&D costs. See Note 2 of Notes to Consolidated Condensed Financial Statements for additional information concerning such special items. TELECOMMUNICATIONS EQUIPMENT MANUFACTURING: Telecommunications Equipment Manufacturing sales were up 17%, from $70.0 million in first quarter 1999 to $82.0 million in the first quarter 2000. This sales increase was due primarily to increased demand for Site Management and Antenna products. Sales of Systems products were down 15% from first quarter 1999 due primarily to order weakness in the test and measurement business and a seasonal slowdown of project revenue in Europe where weather is a factor. Geographically, sales were up primarily in Europe with a 35% increase over the same period last year, with smaller increases in North America, where sales were up 13% over the same period last year. First quarter sales are slightly lower than fourth quarter 1999 (down 4%); however, the first quarter is traditionally the lowest quarter for sales during the year due to winter impacting the deployment of new cell sites and antenna installations. The strong U.S. dollar relative to the Euro negatively impacted reported sales and pretax income of European operations in the first quarter of 2000 as compared to the first quarter of 1999. As a result of exchange differences, reported sales and pretax income in the three months ended March 31, 2000 were $6.3 million and $1.1 million lower, respectively, as compared with the corresponding prior year period, assuming the exchange rates stayed the same. 10 11 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ALLEN TELECOM INC. (Continued) - ------------------------------------------------------------------------------------------------------- SALES BY PRODUCT LINE - ------------------------------------------------------------------------------------------------------- ($ MILLIONS) 1Q 2000 1Q 1999 4Q 1999 ------------------------------------------------ Systems Products $ 19.6 $ 23.1 $ 23.5 Site Management and Other Non-Antenna Products 43.2 32.2 40.8 Mobile and Base Station Antennas 19.2 14.7 21.0 - ------------------------------------------------------------------------------------------------------- Total Telecommunications Equipment Manufacturing $ 82.0 $ 70.0 $ 85.3 ------------------------------------------------ Backlog for this Segment increased 18% from $83.6 million at December 31, 1999 to $98.4 million at March 31, 2000. This is the fifth consecutive increase in quarterly backlog. Gross profit margins were 29.3% (excluding the aforementioned incremental restructuring costs) in the first quarter of 2000, as compared with 29.6% in the first quarter of 1999. The lower gross profit margins in 2000 were due to product mix, with less sales coming from the higher margin measurement products, and due to manufacturing inefficiencies related to the closedown of the site management products manufacturing plant in the first quarter 2000. Selling, general and administrative expenses were $10.5 million, or 12.9% of sales (excluding the aforementioned incremental restructuring costs), and $9.8 million, or 14.0% of sales, for the first quarters of 2000 and 1999, respectively. Spending as a percentage of sales is lower due to the spreading of fixed costs on higher sales. WIRELESS ENGINEERING SERVICES: Wireless Engineering Services sales were up slightly from $5.9 million in first quarter 1999 to $6.0 million in first quarter 2000. Backlog was unchanged at $1.4 million from year-end 1999. Gross profit margins for this segment were 37.7% in the first quarter 2000, as compared with 25.7% in the first quarter 1999. This increase is primarily attributable to higher software sales and full deployment of engineers. Selling, general and administrative expenses were relatively flat at 23% and 22% of sales for the first quarters of 2000 and 1999, respectively. RESEARCH AND DEVELOPMENT: Research and development and product engineering costs were 7.0% and 10.1% of sales in the first quarter of 2000 and 1999, respectively. The decreased rate of spending as a percentage of sales is attributable to the increase in sales in the current quarter and the sale of the Company's former government and defense engineering business, Signal Science, in the third quarter of 1999, which invested heavily in research and development. The Company believes that product development costs will increase throughout the year, principally due to increased spending for field trials and other testing of its E-911 Geolocation product. 11 12 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ALLEN TELECOM INC. (Continued) INTEREST AND FINANCING EXPENSES: Net interest and financing costs decreased slightly to $2.0 million from $2.1 million for the three months ended March 31, 2000 and 1999, respectively. The lower interest expense is due principally to lower working capital requirements and the repayment of debt with the proceeds from the sale of discontinued operations and investments, offset in part by higher interest rates. PROVISION FOR INCOME TAXES: The Company's effective tax rate was 40.1% and 35.0% for the quarters ended March 31, 2000 and 1999, respectively. The principal reason for the increase is the increased income relating to the Company's foreign operations, which are taxed at higher rates than the United States. The 2000 percentage is in line with the Company's current expectation for the full year. MINORITY INTERESTS: Minority interest expense decreased from $304 thousand to $13 thousand in the quarters ended March 31, 1999 and 2000, respectively. This decrease is due to the acquisition in late 1999 of the remaining minority interest in one of the Company's foreign subsidiaries. LIQUIDITY AND CAPITAL RESOURCES: As set forth in the Condensed Consolidated Statements of Cash Flows, the Company generated $12.2 million of cash from operations for the three months ended March 31, 2000 as compared to using $2.2 million for the comparable 1999 period. The increase in cash flow from operations is principally due to the collection of certain trade receivables and increasing income from continuing operations. The Company used $3.4 million in investing activities in the first quarter 2000, due primarily to capital expenditures, as compared to generating $14.0 million in the first quarter 1999. The higher cash flow from investing activities in 1999 related to the sale of the Company's discontinued emissions testing business and cash collected from the sale of a common stock investment. Cash used by financing activities for the three months ended March 31, 2000 and March 31, 1999 was $2.5 million and $20.9 million, respectively. The cash generated from investing activities in the first quarter 1999 was used primarily to repay long-term borrowings. At March 31, 2000, the Company had available unused worldwide lines of credit in the amount of $84.2 million. 12 13 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ALLEN TELECOM INC. (Continued) LEGAL DISCLAIMER: Statements included in this Form 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. Forward-looking statements regarding the Company's future performance and financial results are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. Factors that could cause the Company's actual results to materially differ from forward-looking statements made by the Company, including, among others, the cost, success and timetable for new product development, the health and economic stability of the world and national markets, the uncertain timing and level of purchases by current and prospective customers of the Company's products and services, the impact of competitive products and pricing, the future utilization of the Company's tax loss carry forwards, the impact of U.S. and foreign government legislative/regulatory actions, including, for example, the scope and timing of E911 geolocation requirements and spectrum availability for new wireless applications, the cost and availability of financing for geolocation projects and collectability of notes and accounts receivable. Allen Telecom Inc.'s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q contain additional details concerning these factors. 13 14 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Item 7 of its Annual Report on Form 10-K for the year ended December 31, 1999. PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K. (a) EXHIBITS (10) Material Contracts. (a) Amendment No. 2 To Credit Agreement. (b) Amendment No. 5 To Key Employee Severance Policy. (27) Financial Data Schedule. (b) REPORTS ON FORM 8-K Not Applicable. 14 15 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 12, 2000 By: /s/ Robert A. Youdelman ------------ --------------------------------------------------------- Robert A. Youdelman Executive Vice President (Chief Financial Officer) Date: May 12, 2000 By: /s/ James L. LePorte, III ------------ --------------------------------------------------------- James L. LePorte, III Vice President Finance (Principal Accounting Officer) 15 16 EXHIBIT INDEX ALLEN TELECOM INC. EXHIBIT NUMBER (10) Material Contracts. (a) Amendment No. 2 To Credit Agreement. (b) Amendment No. 5 To Key Employee Severance Policy. (27) Financial Data Schedule. 16