-----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, Jn55shVJL+Eks6MDe3SZpkota7CjzTWRv0stJx+eKYNV3rEqZlzsqDWq54wMsHLz RK/t+fWTqWz80PVjE9j3Ig== 0000891092-04-003893.txt : 20040805 0000891092-04-003893.hdr.sgml : 20040805 20040804183817 ACCESSION NUMBER: 0000891092-04-003893 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040805 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: 04952794 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 e18714_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): August 4, 2004 ANAREN, INC. ------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 000-6620 16-0928561 - ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) 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 August 4, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 4, 2004, Anaren, Inc. issued an earnings release announcing its financial results for the fiscal year ended June 30, 2004. 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: August 4, 2004 By: /s/ Lawrence A. Sala -------------------------- Lawrence A. Sala President and Chief Executive Officer EX-99.1 2 e18714ex99_1.txt PRESS RELEASE Exhibit 99.1 Anaren Reports 4th Quarter and Year End Results SYRACUSE, N.Y., Aug. 4 /PRNewswire-FirstCall/ -- Anaren, Inc. (Nasdaq: ANEN) today reported results for the fourth quarter and fiscal year ended June 30, 2004. Net sales from continuing operations for the quarter were $24.8 million, up 34% from the fourth quarter of fiscal year 2003, and up 11% sequentially from the third quarter of fiscal 2004. Operating income for the fourth quarter was $2.9 million, or 11.6% of net sales, up $2.8 million from the fourth quarter of last year, and up $144,000, or 5.3% sequentially from the third quarter of fiscal 2004. During the quarter the Company reached an agreement to acquire a new facility to support the anticipated growth at its Amitron, Inc. subsidiary. As a result, the Company recognized $600,000 in additional expense during the quarter for the termination of Amitron's existing lease and accelerating leasehold improvement and intangible lease asset write-offs related to its current Amitron facility. It is currently anticipated that Amitron will occupy the new facility beginning in the second quarter of fiscal 2005. Income from continuing operations for the fourth quarter was $2.7 million, or $0.12 per diluted share compared to $399,000 or $0.02 per diluted share in the fourth quarter of fiscal 2003 and $2.2 million, or $0.10 per diluted share in the third quarter of fiscal 2004. Net income for the fourth quarter was $2.7 million, or $0.12 per diluted share compared to a net loss of ($3.5) million, or ($0.16) per diluted share, including a loss from discontinued operations of ($3.9) million, or ($0.18) per diluted share, for the fourth quarter of fiscal 2003. Net income for the third quarter of fiscal 2004 was $2.3 million, or $0.10 per diluted share. The effective tax rate for the fourth quarter of fiscal 2004 was 20.6%, compared to an expected rate of approximately 28% due to the recognition of tax benefits amounting to approximately $240,000. The record net sales from continuing operations of $85.1 million for the 2004 fiscal year were up 13% from $75.5 million for fiscal 2003. Net income from continuing operations for fiscal 2004 was $7.7 million, or $0.36 per diluted share compared to $3.6 million, or $0.16 per diluted share for fiscal 2003. Net income for fiscal year 2004 was $8.0 million, or $0.37 per diluted share compared to a net loss of ($3.8) million, or ($0.17) per diluted share for fiscal 2003, which included a loss from discontinued operations of ($7.4) million, or ($0.33) per diluted share. Balance Sheet Cash, cash equivalents and marketable debt and equity securities at June 30, 2004 were $120 million. In the fourth quarter, the Company generated $4.8 million in positive operating cash flow and repurchased 142,100 shares of its common stock for $2.1 million. For the fiscal year, the Company generated $15.2 million in positive operating cash flow. Wireless Group Wireless Group net sales from continuing operations for the quarter were $18.1 million, up 42% from the fourth quarter of fiscal year 2003, and up 17% sequentially from the third quarter of fiscal 2004. Lawrence A. Sala, Chairman and CEO said, "the increased Wireless Group net sales were driven by increased demand for both standard component and custom assembly products. During the quarter we successfully ramped production on a new custom assembly to full volume and transferred the manufacturing of these assemblies to our Suzhou, China operation. In addition, interest in the new Xinger II product line introduced last quarter is strong and new product development activity on both standard components and custom assemblies remain robust." In the consumer component product segment, production of baluns used in satellite television receivers was initiated. The Wireless Group continues to sample customers and have ongoing design-in activity for WLAN, Bluetooth and cellular handset applications. Space and Defense Group Space and Defense Group net sales for the quarter were $6.8 million, relatively unchanged from both the fourth quarter of fiscal 2003 and the third quarter of fiscal 2004. Space and Defense new orders for the quarter totaled $3.0 million and included contracts for new design wins in satellite antenna feed networks and missile receiver applications. For the year, Space and Defense new orders totaled $37.7 million resulting in a book to bill ratio of 1.4 to 1.0. Space and Defense backlog at June 30, 2004 was $37.1 million, up 41% 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 with the Securities and Exchange Commission filing 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 for all current and prior periods presented. 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 risks and uncertainties 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 known factors include, but are not limited to: the Company's ability to timely ramp up to meet some of our customers' increased demands; unanticipated delays and/or difficulties relocating the Company's Amitron subsidiary from North Andover, Massachusetts to Salem, New Hampshire; 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 expectations; 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 or extended postponements including the new Wireless custom assembly placed into production during the third quarter; 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 2004 Annual Report, Anaren's Form 10-K for the fiscal year ended June 30, 2004 and Anaren's Form 10-Q for the three months ended March 31, 2004 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 Wednesday, August 4, 2004 at 5:00 p.m. ET. A replay of the conference call will be available at 8:00 p.m. (ET) beginning August 4, 2004 through midnight August 7, 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 603138. If you are unable to access the Live Webcast, the dial in number for the U.S. is 1-800-500-0177 and International is 1-719-457-2679. 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 http://www.anaren.com. Anaren, Inc. Consolidated Condensed Statements of Income (Unaudited) Three Months Ended Twelve Months Ended June 30, June 30, June 30, June 30, 2004 2003 2004 2003 Net Sales $24,827,114 $18,484,189 $85,078,939 $75,520,020 Cost of sales 15,332,027 12,848,536 55,069,793 51,820,520 Gross profit 9,495,087 5,635,653 30,009,146 23,699,500 Operating expenses: Marketing 1,742,553 1,513,558 6,723,478 6,160,557 Research and development 1,911,196 1,422,212 5,860,493 6,140,157 General and administrative 2,960,602 2,104,724 8,731,580 8,392,023 Restructuring - 498,821 - 794,527 Total operating expenses 6,614,351 5,539,315 21,315,551 21,487,264 Operating income 2,880,736 96,338 8,693,595 2,212,236 Other income (expense): Interest expense (2,676) (10,182) (10,195) (49,950) Other, primarily interest income 467,177 443,282 1,678,414 2,210,482 Total other income (expense), net 464,501 433,100 1,668,219 2,160,532 Income from continuing operations before income taxes 3,345,237 529,438 10,361,814 4,372,768 Income taxes 689,000 130,456 2,695,000 798,268 Income from continuing operations 2,656,237 398,982 7,666,814 3,574,500 Discontinued operations: Income (loss) from discontinued Operations of Anaren Europe 133 (4,041,158) (1,509,686) (8,029,222) Income tax benefit - (186,456) (1,800,000) (662,268) Net income (loss) from discontinued operations 133 (3,854,702) 290,314 (7,366,954) Net income $2,656,370 $(3,455,720) $7,957,128 $(3,792,454) Basic earnings per share: Income from continuing operations $0.13 $0.02 $0.37 $0.16 Income (loss) from discontinued operations 0.00 (0.18) 0.01 (0.33) Net income $0.13 $(0.16) $0.38 $(0.17) Diluted earnings per share: Income from continuing operations $0.12 $0.02 $0.36 $0.16 Income (loss) from discontinued operations 0.00 (0.17) 0.01 (0.33) Net income $0.12 $(0.15) $0.37 $(0.17) Shares used in computing net earnings Per share: Basic 20,615,926 21,996,915 21,017,800 22,214,181 Diluted 21,380,992 22,447,830 21,796,906 22,701,245 Anaren, Inc. Consolidated Condensed Statements of Income (Unaudited) Three Months Ended Twelve Months Ended June 30, June 30, June 30, June 30, 2004 2003 2004 2003 Net Sales 100.0% 100.0% 100.0% 100.0% Cost of sales 61.8% 69.5% 64.7% 68.6% Gross profit 38.2% 30.5% 35.3% 31.4% Operating expenses: Marketing 7.0% 8.2% 7.9% 8.2% Research and development 7.7% 7.7% 6.9% 8.1% General and administrative 11.9% 11.4% 10.3% 11.1% Restructuring 0.0% 2.7% 0.0% 1.1% Total operating expenses 26.6% 30.0% 25.1% 28.5% Operating income (loss) 11.6% 0.5% 10.2% 2.9% Other income (expense): Interest expense (0.0%) 0.0% (0.0%) (0.0%) Other, primarily interest income 1.9% 2.4% 2.0% 2.9% Total other income (expense), net 1.9% 2.4% 2.0% 2.9% Income from continuing operations before income taxes 13.5% 2.9% 12.2% 5.8% Income taxes 2.8% 0.7% 3.2% 1.1% Income from continuing operations 10.7% 2.2% 9.0% 4.7% Discontinued operations: Income (loss) from discontinued operations of Anaren Europe 0.0% (21.9%) (1.8%) (10.6%) Income tax benefit 0.0% (1.0%) (2.1%) (0.9%) Net income (loss) from discontinued operations 0.0% (20.9%) 0.3% (9.7%) Net income 10.7% (18.7%) 9.3% (5.0%) Anaren, Inc. Consolidated Statements of Income (Unaudited) Three Months Ended June 30, 2004 June 30, 2003 Mar. 31, 2004 Net Sales $24,827,114 $18,484,189 $22,387,222 Cost of sales 15,332,027 12,848,536 14,473,285 Gross profit 9,495,087 5,635,653 7,913,937 Operating expenses: Marketing 1,742,553 1,513,558 1,714,075 Research and development 1,911,196 1,422,212 1,394,269 General and administrative 2,960,602 2,104,724 2,068,795 Restructuring - 498,821 - Total operating expenses 6,614,351 5,539,315 5,177,139 Operating income 2,880,736 96,338 2,736,798 Other income (expense): Interest expense (2,676) (10,182) (2,997) Other, primarily interest income 467,177 443,282 367,526 Total other income 464,501 433,100 364,529 Income before income taxes 3,345,237 529,438 3,101,327 Income taxes 689,000 130,456 879,000 Income from continuing operations 2,656,237 398,982 2,222,327 Discontinued operations: Income (loss) from discontinued Operations of Anaren Europe 133 (4,041,158) 38,579 Income tax benefit - (186,456) - Net income (loss) on discontinued operations 133 (3,854,702) 38,579 Net income $2,656,370 $(3,455,720) $2,260,906 Basic earnings per share: Income from continuing operations $0.13 $0.02 $0.11 Income (loss) from discontinued operations 0.00 (0.18) 0.00 Net income $0.13 $(0.16) $0.11 Diluted earnings per share: Income from continuing operations $0.12 $0.02 $0.10 Income (loss) from discontinued operations 0.00 (0.17) 0.00 Net income $0.12 $(0.15) $0.10 Shares used in computing net income per share: Basic 20,615,926 21,996,915 20,565,218 Diluted 21,380,992 22,447,830 21,556,951 Anaren, Inc. Consolidated Condensed Statements of Income (Unaudited) Three Months Ended June 30, 2004 June 30, 2003 Mar. 31, 2003 Net Sales 100.0% 100.0% 100.0% Cost of sales 61.8% 69.5% 64.7% Gross profit 38.2% 30.5% 35.3% Operating expenses: Marketing 7.0% 8.2% 7.7% Research and development 7.7% 7.7% 6.2% General and administrative 11.9% 11.4% 9.2% Restructuring 0.0% 2.7% 0.0% Total operating expenses 26.6% 30.0% 23.1% Operating income (loss) 11.6% 0.5% 12.2% Other income (expense): Interest expense (0.0%) 0.0% (0.0%) Other, primarily interest income 1.9% 2.4% 1.6% Total other income (expense), net 1.9% 2.4% 1.6% Income from continuing operations before income taxes 13.5% 2.9% 13.8% Income taxes 2.8% 0.7% 3.9% Income from continuing operations 10.7% 2.2% 9.9% Discontinued operations: Income (loss) from discontinued operations of Anaren Europe 0.0% (21.9%) 0.2% Income tax benefit 0.0% (1.0%) 0.0% Net income (loss) from discontinued operations 0.0% (20.9%) 0.2% Net income 10.7% (18.7%) 10.1% Anaren, Inc. Consolidated Condensed Balance Sheets (Unaudited) June 30, 2004 June 30, 2003 Assets: Cash, cash equivalents and short-term investments $85,341,896 $104,328,938 Accounts receivable, net 13,812,853 9,317,941 Other receivables 1,040,838 1,699,409 Inventories 16,608,055 15,671,659 Other current assets 2,263,477 2,367,341 Total current assets 119,067,119 133,385,288 Net property, plant and equipment 21,342,554 23,639,821 Marketable debt and equity securities 35,113,068 23,394,382 Goodwill 30,715,861 30,715,861 Other intangibles 1,028,274 1,953,424 Other assets 215,612 - Total assets $207,482,488 $213,088,776 Liabilities and stockholders' equity Liabilities: Accounts payable $7,198,252 4,380,459 Accrued expenses 3,092,370 2,477,670 Customer advance payments 411,486 - Other liabilities 1,689,114 292,128 Total current liabilities 12,391,222 7,150,257 Other non-current liabilities 4,726,998 5,341,114 Total liabilities 17,118,220 12,491,371 Stockholders' equity: Retained earnings 51,247,271 43,290,143 Common stock and additional paid-in capital 171,329,299 168,680,383 Accumulated comprehensive loss 41,110 (1,216,961) Less cost of treasury stock (32,253,412) (10,156,160) Total stockholders' equity 190,364,268 200,597,405 Total liabilities and stockholders' equity $207,482,488 $213,088,776 Anaren, Inc. Consolidated Condensed Statements of Cash Flows June 30, 2004 (Unaudited) Fiscal Year Three Months June 30, 2004 June 30, 2004 Cash flows from operating activities: Net income $7,957,128 $2,656,370 Net income (loss) from discontinued operations 290,314 133 Net income from continuing operations 7,666,814 2,656,237 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of plant and equipment 4,296,999 1,226,268 Amortization of intangibles (includes patents) 709,539 334,885 Provision for doubtful accounts (16,532) (144,038) Deferred income taxes (long & short term) 77,818 79,614 Unearned compensation 286,200 71,550 Tax benefit (expense) from stock option & grant activity 579,028 (218,509) Receivables (5,071,555) (603,165) Inventories (1,426,801) (1,754,802) Accounts payable 3,380,688 1,146,010 Income tax payable and refundable 3,941,521 1,274,060 Other changes in operating assets and liabilities 1,193,049 743,536 Net cash provided by continuing operations 15,616,768 4,811,646 Net cash used for discontinued operations (404,886) 132 Net cash provided by operating activities 15,211,882 4,811,778 Cash flows from investing activities: Capital expenditures (4,274,681) (1,622,817) Return of investments on equities held for resale 3,497,850 --- Maturities of marketable debt securities 194,358,406 26,541,783 Purchase of marketable debt securities (177,570,000) (26,025,000) Net cash (used in) provided by investing activities from continuing operations 16,011,575 (1,106,034) Net cash provided by investing activities from discontinued operations 1,492,658 (720) Net cash (used in) provided by investing activities 17,504,233 (1,106,754) Cash flows from financing activities: Stock options exercised 1,565,312 67,785 Purchase of treasury stock (22,097,252) (2,132,927) Net cash used in financing activities (20,531,940) (2,065,142) Effect of exchange rates 56,426 856 Net increase (decrease) in cash and cash equivalents 12,240,601 1,640,738 Cash and cash equivalents at beginning of period 11,062,662 21,662,525 Cash and cash equivalents at end of period $23,303,263 $23,303,263 SOURCE Anaren, Inc. -0- 08/04/2004 /CONTACT: Lawrence A. Sala, President/CEO, or Joseph E. Porcello, VP of Finance, both of Anaren, Inc., +1-315-432-8909/ /Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20021022/NYTU197LOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, photodesk@prnewswire.com / /Web site: http://www.anaren.com / (ANEN) CO: Anaren, Inc.; Amitron, Inc. ST: New York, Massachusetts IN: CPR NET ARO TLS ECP SU: ERN CCA -----END PRIVACY-ENHANCED MESSAGE-----