-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UndOVZZchzoF20z2rdsek2BNf3REY+eXUFTHUJxLxfY3tfwH9DudROf+2EysdPUj C3Dk0ok3ymeoY6b5i813Iw== 0000891092-04-000327.txt : 20040127 0000891092-04-000327.hdr.sgml : 20040127 20040127171421 ACCESSION NUMBER: 0000891092-04-000327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040127 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANAREN INC CENTRAL INDEX KEY: 0000006314 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 160928561 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06620 FILM NUMBER: 04547119 BUSINESS ADDRESS: STREET 1: 6635 KIRKVILLE RD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154328909 MAIL ADDRESS: STREET 1: 6635 KIRKVILLE ROAD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 FORMER COMPANY: FORMER CONFORMED NAME: MICRONETICS INC DATE OF NAME CHANGE: 19721103 8-K 1 e16712_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 27, 2004 ANAREN, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 000-6620 16-0928561 - ---------------------------- ---------------- ------------------- (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 6635 Kirkville Road, East Syracuse, New York 13057 - -------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip code) (315) 432-8909 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release of Anaren, Inc. dated January 27, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On January 27, 2004, Anaren, Inc. issued an earnings release announcing its financial results for the first quarter ended December 31, 2003. A copy of the earnings release is attached as Exhibit 99.1. 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 hereunto duly authorized. ANAREN, INC. Date: December 27, 2004 By: /s/ Lawrence A. Sala ----------------------- Lawrence A. Sala President and Chief Executive Officer EX-99.1 3 e16712ex99-1.txt PRESS RELEASE Exhibit 99.1 Anaren Reports 2nd Quarter Results SYRACUSE, N.Y., Jan. 27 /PRNewswire-FirstCall/ -- Anaren, Inc. (Nasdaq: ANEN) today reported results for the second quarter ended December 31, 2003. Net sales from continuing operations for the quarter were $19.6 million, relatively unchanged from the second quarter of fiscal year 2003, and up 7% sequentially from net sales of $18.3 million for the first quarter of fiscal 2004. Operating income for the second quarter was $2.0 million, or 10% of net sales, up 15.7% from the second quarter of last year, and up 76% sequentially from the first quarter of fiscal 2004. Income from continuing operations for the second quarter was $1.6 million, or $0.07 per diluted share compared to $1.3 million, or $0.05 per diluted share in the second quarter of fiscal 2003 and $1.2 million, or $0.05 per diluted share in the first quarter of fiscal 2004. Net income for the second quarter was $1.3 million, or $0.06 per diluted share (including a loss from discontinued operations of $335,000) compared to net income of $475,000, or $0.02 per diluted share (including a loss from discontinued operations of $789,000) for the second quarter of fiscal 2003, and $1.8 million, or $0.08 per diluted share (including net income from discontinued operations of $587,000) for the first quarter of fiscal 2004. Lawrence A. Sala, Chairman and CEO said, "operating earnings increased significantly from the first quarter as a result of increased Wireless customer demand and the business and product-line restructuring completed in fiscal 2003. Though we are pleased with our progress, we continue to aggressively pursue operating efficiency improvements." For the six months ended December 31, 2003, net sales were $37.9 million, down 2.7% from net sales of $38.9 for the first six months of fiscal 2003. Net income from continuing operations for the first six months of fiscal 2004 was $2.8 million, or $0.13 per diluted share compared to $2.6 million, or $0.11 per diluted share for the first six months of fiscal 2003. Net income for the six months ended December 31, 2003 was $3.0 million, or $0.14 per diluted share compared to $621,000, or $0.03 per diluted share for the six months ended December 31, 2002. Balance Sheet Cash, cash equivalents and marketable debt and equity securities at December 31, 2003 were $114 million. In the second quarter, the company generated $4.5 million in positive operating cash flow and repurchased 1,155,000 shares of its common stock for approximately $16.6 million. Wireless Group Wireless Group net sales for the quarter were $13.0 million, up 7% from the second quarter of fiscal year 2003, and up 13% sequentially from the first quarter of fiscal 2004. Mr. Sala noted that, "demand from Wireless infrastructure OEM customers remained robust throughout the quarter. We continue to see strong demand for both our component and backplane products. In addition, we expanded our consumer component offering introducing a balun product suitable for satellite TV antenna and set-top receiver applications." Space and Defense Group Space and Defense Group net sales for the quarter were $6.6 million, down 7% from the second quarter of last year and relatively unchanged sequentially from the first quarter of fiscal 2004. Space and Defense new orders for the quarter totaled $9.5 million resulting in a book-to-bill ratio of 1.44 to 1.0 for the quarter. New orders for the quarter included follow on orders for ground based radar as well as airborne and shipborne jamming subsystems. "We are very pleased with both the strength and diversity of our Space and Defense orders," said Mr. Sala. Space and Defense backlog at December 31, 2003 was $33.7 million, compared to $26.3 million at June 30, 2003. Discontinued Operations On July, 10, 2003, the company announced its decision to dispose of its Anaren Europe operation. During the first quarter, the company ceased production at Anaren Europe and liquidated substantially all of the assets of that operation. As a result, effective for the first quarter ended September 30, 2003, all sales and expenses attributable to Anaren Europe operations have been reclassified as discontinued operations in the income statements. Net income for the second quarter ended December 31, 2003 included expenses of $335,000 related to the closure of Anaren Europe. Forward-Looking Statements The statements contained in this news release which are not historical information are "forward-looking statements." These, and other forward- looking statements, are subject to business and economic risks and uncertainties that could cause actual results to differ materially from those discussed. The risks and uncertainties described below are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that are currently deemed immaterial may also impair our business operations. If any of the following risks actually occur, our business could be adversely affected, and the trading price of our common stock could decline, and you may lose all or part of your investment. Such factors include, but are not limited to: the Company's ability to timely ramp up to meet our customers' increased demands; increased pricing pressure from our customers; decreased capital expenditures by wireless service providers; the possibility that the company may be unable to successfully execute its business strategies or achieve its operating objectives, generate revenue growth or achieve profitability; successfully securing new design wins from our OEM customers, reliance on a limited number of key component suppliers, unpredictable difficulties or delays in the development of new products; order cancellations; the risks associated with any technological shifts away from the company's technologies and core competencies; unanticipated impairments of assets including investment values and goodwill; diversion of defense spending away from the company's products and or technologies due to on-going military operations; and litigation involving antitrust, intellectual property, environmental, product warranty, product liability, and other issues. You are encouraged to review Anaren's 2003 Annual Report, Anaren's Form 10-K for the fiscal year ended June 30, 2003 and Anaren's Form 10-Q for the three months ended December 31, 2003 and exhibits to those Reports filed with the Securities and Exchange Commission to learn more about the various risks and uncertainties facing Anaren's business and their potential impact on Anaren's revenue, earnings and stock price. Unless required by law, Anaren disclaims any obligation to update or revise any forward-looking statement. Conference Call Anaren will host a live teleconference, open to the public, on the Anaren Investor Info, Live Webcast Web Site (http://www.anaren.com) and ccbn.com at http://www.streetevents.com on Tuesday, January 27, 2004 at 5:00 p.m. EST. A replay of the conference call will be available at 8:00 p.m. (EDT) beginning January 27, 2004 through midnight January 30, 2004. To listen to the replay, interested parties may dial in the U.S. at 1-888-203-1112 and international at 1-719-457-0820. The access code is 653105. If you are unable to access the Live Webcast, the dial in number for the U.S. is 1-800-474-8920 and International is 1-719-457-2727. Company Background Anaren designs, manufactures and sells complex microwave signal distribution networks and components for the wireless communications, satellite communications and defense electronics markets. For more information on Anaren's products, visit our Web site at www.anaren.com. Anaren, Inc. and Subsidiaries Consolidated Condensed Statements of Income (Unaudited) Three Months Ended Six Months Ended Dec. 31, 2003 Dec. 31, 2002 Dec. 31, 2003 Dec. 31, 2002 Net Sales $19,593,930 $19,736,523 $37,864,603 $38,934,340 Cost of sales 12,952,703 13,542,715 25,264,481 26,550,986 Gross profit 6,641,227 6,193,808 12,600,122 12,383,354 Operating expenses: Marketing 1,681,384 1,535,903 3,266,850 3,133,386 Research and development 1,133,246 1,527,747 2,555,028 2,928,808 General and administrative 1,863,784 2,228,267 3,702,183 4,368,830 Total operating expenses 4,678,414 5,291,917 9,524,061 10,431,024 Operating income 1,962,813 901,891 3,076,061 1,952,330 Other income (expense): Interest expense (1,550) (10,111) (4,522) (29,633) Other, primarily interest income 375,735 620,659 843,711 1,267,670 Total other income (expense), net 374,185 610,548 839,189 1,238,037 Income from continuing operations before income taxes 2,336,998 1,512,439 3,915,250 3,190,367 Income taxes 746,000 248,000 1,127,000 626,000 Income from continuing operations 1,590,998 1,264,439 2,788,250 2,564,367 Discontinued operations: Income (loss) from discontinued operations (335,053) (879,271) (1,548,398) (2,362,993) Income tax benefit -- (90,000) (1,800,000) (420,000) Net income (loss) from discontinued operations (335,053) (789,271) 251,602 (1,942,993) Net income $1,255,945 $475,168 $3,039,852 $621,374 Basic earnings per share: Income from continuing operations $0.08 $0.06 $0.13 $0.12 Income (loss) from discontinued operations (0.02) (0.04) 0.01 (0.09) Net income $0.06 $0.02 $0.14 $0.03 Diluted earnings per share: Income from continuing operations $0.07 $0.05 $0.13 $0.11 Income (loss) from discontinued operations (0.01) (0.03) 0.01 (0.08) Net income $0.06 $0.02 $0.14 $0.03 Shares used in computing net earnings Per share: Basic 21,123,035 22,301,824 21,440,385 22,316,557 Diluted 21,887,468 22,821,430 22,120,197 22,816,521 Anaren, Inc. and Subsidiaries Consolidated Condensed Statements of Income (Unaudited) Three Months Ended Six Months Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2003 2002 2003 2002 Net Sales 100.0% 100.0% 100.0% 100.0% Cost of sales 66.1% 68.6% 66.7% 68.2% Gross profit 33.9% 31.4% 33.3% 31.8% Operating expenses: Marketing 8.6% 7.8% 8.6% 8.1% Research and development 5.8% 7.7% 6.8% 7.5% General and administrative 9.5% 11.3% 9.8% 11.2% Restructuring 0.0% 0.0% 0.0% 0.0% Fire related 0.0% 0.0% 0.0% 0.0% Total operating expenses 23.9% 26.8% 25.2% 26.8% Operating income (loss) 10.0% 4.6% 8.1% 5.0% Other income (expense): Interest expense (0.0%) (0.1%) (0.0%) (0.1%) Other, primarily interest income 1.9% 3.2% 2.2% 3.3% Total other income (expense), net 1.9% 3.1% 2.2% 3.2% Income from continuing operations before income taxes 11.9% 7.7% 10.3% 8.2% Income taxes 3.8% 1.3% 3.0% 1.6% Income from continuing operations 8.1% 6.4% 7.3% 6.6% Discontinued operations: Income (loss) from discontinued operations of Anaren Europe (1.7%) (4.5%) (4.1%) (6.1%) Income tax benefit 0.0% (0.5%) (4.8%) (1.1%) Net income (loss) from discontinued operations (1.7%) (4.0%) 0.7% (5.0%) Net income 6.4% 2.4% 8.0% 1.6% Anaren, Inc. Consolidated Statements of Income (Unaudited) Three Months Ended Three Months Ended Dec. 31, Sept. 30, Dec. 31, Sept. 30, 2003 2003 2003 2003 Net Sales $19,593,930 $18,270,673 100.0% 100.0% Cost of sales 12,952,703 12,311,778 66.1% 67.4% Gross profit 6,641,227 5,958,895 33.9% 32.6% Operating expenses: Marketing 1,681,384 1,585,466 8.6% 8.7% Research and development 1,133,246 1,421,782 5.8% 7.8% General and administrative 1,863,784 1,838,399 9.5% 10.0% Total operating expenses 4,678,414 4,845,647 23.9% 26.5% Operating income 1,962,813 1,113,248 10.0% 6.1% Other income (expense): Interest expense (1,550) (2,972) (0.0%) (0.0%) Other, primarily interest income 375,735 467,976 1.9% 2.6% Total other income 374,185 465,404 1.9% 2.6% Income before income taxes 2,336,998 1,578,252 11.9% 8.7% Income taxes 746,000 381,000 3.8% 2.1% Income from continuing operations 1,590,998 1,197,252 8.1% 6.6% Discontinued operations: Income (loss) from discontinued operations (335,053) (1,213,345) (1.7%) (6.6%) Income tax benefit -- (1,800,000) 0.0% (9.8%) Net income (loss) on discontinued operations (335,053) 586,655 (1.7%) 3.2% Net income $1,255,945 $1,783,907 6.4% 9.8% Basic earnings per share: Income from continuing operations $0.08 $0.05 Income (loss) from discontinued operations (0.02) 0.03 Net income $0.06 $0.08 Diluted earnings per share: Income from continuing operations $0.07 $0.05 Income (loss) from discontinued operations (0.01) 0.03 Net income $0.06 $0.08 Shares used in computing net income per share: Basic 21,123,035 21,757,734 Diluted 21,887,468 22,352,927 Anaren, Inc. and Subsidiaries Consolidated Condensed Balance Sheet (Unaudited) December 31, 2003 June 30, 2003 Assets: Cash, cash equivalents and short-term investments $77,771,482 $104,328,938 Accounts receivable, net 10,577,482 9,317,941 Other receivables 1,357,277 1,699,409 Inventories 14,919,130 15,671,659 Other current assets 2,602,505 2,367,341 Total current assets 107,227,876 133,385,288 Net property, plant and equipment 20,844,766 23,639,821 Marketable debt and equity securities 36,308,077 23,394,382 Goodwill 30,715,861 30,715,861 Other intangibles 1,703,655 1,953,424 Total assets $196,800,235 $213,088,776 Liabilities and stockholders' equity Liabilities: Accounts payable $3,278,047 4,380,459 Accrued expenses 2,345,731 2,477,670 Customer advance payments 880,368 -- Other liabilities 260,109 292,128 Total current liabilities 6,764,255 7,150,257 Other non-current liabilities 5,683,527 5,341,114 Total liabilities 12,447,782 12,491,371 Stockholders' equity: Retained earnings 46,329,995 43,290,143 Common stock and additional paid-in capital 169,237,161 168,680,383 Accumulated comprehensive loss (1,094,218) (1,216,961) Less cost of treasury stock (30,120,485) (10,156,160) Total stockholders' equity 184,352,453 200,597,405 Total liabilities and stockholders' equity $196,800,235 $213,088,776 ANAREN, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows Six Months Ended December 31, 2003 (Unaudited) Six Months 2nd Qtr. 1st Qtr. Dec. 31, Dec. 31, Sept. 30, 2003 2003 2003 Cash flows from operating activities: Net income $3,039,853 $1,255,946 $1,783,907 Net income (loss) from discontinued operations 251,602 (335,053) 586,655 Net income from continuing operations 2,788,251 1,590,999 1,197,252 Adjustments to reconcile net income to net cash provided by Operating activities: Depreciation and amortization of plant and equipment 1,999,533 1,001,569 997,964 Amortization of intangibles (includes patents) 249,769 124,884 124,885 Provision for doubtful accounts 75,949 84,154 (8,205) Deferred income taxes (long & short term) (89,696) (127,796) 38,100 Unearned compensation 143,100 71,550 71,550 Tax benefit (expense) from stock option & grant activity 137,280 137,280 -- Changes in operating assets and liabilities 761,246 1,693,808 (932,562) Net cash provided by continuing operations 6,065,432 4,576,448 1,488,984 Net cash used for discontinued operations (157,244) (81,494) (75,750) Net cash provided by operating activities 5,908,188 4,494,954 1,413,234 Cash flows from investing activities: Capital expenditures (1,480,144) (601,697) (878,447) Net maturities (purchases) of marketable debt and equity securities and equity inv. held for resale 15,508,303 15,530,858 (22,553) Net cash (used in) provided by investing activities from continuing operations 14,028,161 14,929,161 (901,000) Net cash provided by investing activities from discontinued operations 1,493,378 1,493,378 -- Net cash (used in) provided by investing activities 15,521,539 16,422,539 (901,000) Cash flows from financing activities: Stock options exercised 276,398 103,697 172,701 Purchase of treasury stock (19,964,325) (16,627,682) (3,336,643) Net cash used in financing activities (19,687,927) (16,523,985) (3,163,942) Effect of exchange rates 37,240 24,966 12,274 Net increase (decrease) in cash and cash equivalents 1,779,040 4,418,474 (2,639,434) Cash and cash equivalents at beginning of period 11,062,662 8,423,228 11,062,662 Cash and cash equivalents at end of period $12,841,702 $12,841,702 $8,423,228 SOURCE Anaren, Inc. -0- 01/27/2004 /CONTACT: Lawrence A. Sala, President-CEO, or Joseph E. Porcello, VP of Finance, both of Anaren, Inc., +1-315-432-8909/ /Photo: http://www.newscom.com/cgi-bin/prnh/20021022/NYTU197LOGO / /Web site: http://www.anaren.com / (ANEN) CO: Anaren, Inc. ST: New York IN: CPR TLS SEM ECP ARO SU: ERN CCA -----END PRIVACY-ENHANCED MESSAGE-----