-----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, J6pQ4oT9B6fIxIBXLSCgHhTFRAFBMvOzDMeFVgmasv/PKvhtkk6U2UJzPkF72ZQb 2+bhZ2VflbHq/6CADXF+jA== 0000891092-04-005076.txt : 20041026 0000891092-04-005076.hdr.sgml : 20041026 20041026172945 ACCESSION NUMBER: 0000891092-04-005076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 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: 041097515 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 e19448_8k.txt FORM 8K UNITED STATES 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) October 26, 2004 Anaren, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 000-6620 16-0928561 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 6635 Kirkville Road, E. Syracuse, NY 13057 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 315-432-8909 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) Item 2.02 Results of Operations and Financial Condition On October 26, 2004, Anaren, Inc. issued an earnings release announcing its financial results for the first quarter ended September 30, 2004. A copy of the earnings release is attached as Exhibit 99.1. Item 2.05 Costs Associated with Exit or Disposal Activities On October 26, 2004, Anaren, Inc. issued a press release announcing the consolidation of its RF Power subsidiary with its Amitron, Inc. subsidiary and the closure of RF Power's facility in Bohemia, New York. Signature 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. Date October 26, 2004 /s/ Lawrence A. Sala ------------------------------------- President and Chief Executive Officer Exhibit 99.1 Press Release of Anaren, Inc. dated October 26, 2004 EX-99.1 2 e19448ex99_1.txt PRESS RELEASE Exhibit 99.1 Anaren Reports 1st Quarter Results SYRACUSE, N.Y., Oct. 26 /PRNewswire-FirstCall/ -- Anaren, Inc. (Nasdaq: ANEN) today reported net sales from continuing operations for the first quarter ended September 30, 2004 were a record $24.9 million, up 36% from the first quarter of fiscal year 2004, and unchanged sequentially from the fourth quarter of fiscal 2004. Operating income for the first quarter was $2.4 million, or 9.5% of net sales, up $1.3 million or 112% from the first quarter of last year, and down $0.5 million, or 18% sequentially from the fourth quarter of fiscal 2004. The decline in operating income from the fourth quarter of fiscal 2004 was largely driven by a change in the mix of business in the Wireless Group. "In the first quarter we experienced a general decline in Wireless demand and a higher percentage of net sales coming from lower margin, higher average material content wireless custom assembly and resistive products", said Lawrence A. Sala, Chairman and CEO. Income from continuing operations for the first quarter was $2.0 million, or $0.10 per diluted share compared to $1.2 million, or $0.05 per diluted share in the first quarter of fiscal 2004, and $2.7 million, or $0.12 per diluted share in the fourth quarter of fiscal 2004. Net income for the first quarter was $2.0 million, or $0.10 per diluted share compared to $1.8 million, or $0.08 per diluted share for the first quarter of last year, and $2.7 million, or $0.12 per diluted share for the fourth quarter of fiscal 2004. The effective tax rate for the first quarter of fiscal 2005 was 27%. Balance Sheet Cash, cash equivalents and marketable debt and equity securities at September 30, 2004 were $101 million. In the first quarter, the Company used $1.5 million in cash for operations as a result of a $1.6 million increase in inventory and a $2.1 million increase in accounts receivable. These increases were driven by the change in business mix in the Wireless Group and a higher percentage of net sales to customers in Europe and Asia where normal payment terms are typically 60 days. In addition, the Company used $4.8 million in cash for the purchase of the Salem, NH facility and repurchased 968,200 shares of its common stock for $11.6 million. Wireless Group Wireless Group net sales from continuing operations for the quarter were $17.8 million, up 53% from the first quarter of fiscal year 2004, and down 2% sequentially from the fourth quarter of fiscal 2004. Despite the relatively strong net sales, demand for Wireless products declined throughout the quarter. "Demand from Wireless Group customers was uncharacteristically volatile in the first quarter and visibility remains limited. We continue to see, however, a strong flow of new standard and custom product design-in opportunities for both infrastructure and consumer wireless applications," said Sala. During the quarter, the Wireless Group introduced several new Xinger II standard components for infrastructure power and low noise amplifier applications, and miniature balun products for handset applications. Space and Defense Group Space and Defense Group net sales for the quarter were $7.2 million, up 7% from the first quarter of fiscal 2004, and up 5% sequentially from the fourth quarter. New orders for the quarter totaled $7.2 million and included contracts for missile receivers and radar antenna feed networks, resulting in a book to bill ratio of 1.0 to 1.0. Space and Defense backlog at September 30, 2004 was $37.1 million, relatively unchanged from June 30, 2004. Subsidiary Consolidation and Facility Closure In order to accelerate our ceramic product growth initiatives and improve our operating efficiency, the Company has decided to consolidate its RF Power subsidiary with the Company's Amitron subsidiary and close RF Power's facility in Bohemia, New York. The facility closure was announced yesterday to RF Power employees. Both entities are engaged in the manufacture of ceramic based products but serve different market segments. This consolidation will create one organization with the depth and strength of talent and capital resources capable of achieving sustainable growth and profitability. In addition, this consolidation provides the opportunity to leverage the manufacturing technology strength of Amitron and the product strength of RF Power under the direction of one management team. The consolidated company, Anaren Ceramics, Inc., will operate at the Company's newly acquired 65,000 square foot facility in Salem, NH which will fully accommodate the current capacity needs of the combined entity as well as significant future growth. Anaren Ceramics will continue to market power termination products under the RF Power brand. We anticipate that the transition of the RF Power operations to the Salem, NH facility will be completed by the end of the second quarter, and all severance and facility closure expenses will be incurred in the quarter. As a result, we expect to recognize one-time expenses of $1.1 million consisting of severance costs of approximately $600,000 and other facility closure costs of approximately $500,000, or $0.04 per diluted share in the second quarter. It is anticipated that the consolidation and closure of the RF Power facility will reduce annual operating expenses by approximately $1.5 to $2.0 million, or approximately $0.05 to $0.07 per diluted share. Outlook Given the current decline in Wireless infrastructure demand and the anticipated expenses for the closure and consolidation of the RF Power operation, we expect net sales to be in the range of $22.0 - $24.0 million and diluted earnings per share to be in the range of $0.02 - $0.04 for the second quarter of fiscal 2005, including severance and facility closing costs. 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 consolidating the Company's RF Power and Amitron subsidiaries into the Company's newly acquired Salem, NH facility; 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; 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 September 30, 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 Tuesday, October 26, 2004 at 5:00 p.m. EDT. A replay of the conference call will be available at 8:00 p.m. (EDT) beginning October 26, 2004 through midnight October 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 807573. If you are unable to access the Live Webcast, the dial in number for the U.S. is 1-800-946-0712 and International is 1-719-457-2641. 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. and Subsidiaries Consolidated Condensed Statements of Income (Unaudited) Three Months Ended Sept. 30, 2004 Sept. 30, 2003 June 30, 2004 Net sales $24,907,357 $18,270,673 $24,827,114 Cost of sales 17,016,539 12,311,778 15,332,027 Gross profit 7,890,818 5,958,895 9,495,087 Operating expenses: Marketing 1,776,645 1,585,466 1,742,553 Research and development 1,645,077 1,421,782 1,911,196 General and administrative 2,102,184 1,838,399 2,960,602 Total operating expenses 5,523,906 4,845,647 6,614,351 Operating income 2,366,912 1,113,248 2,880,736 Other income (expense): Interest expense (5,805) (2,972) (2,676) Other, primarily interest income 353,057 467,976 467,177 Total other income, net 347,252 465,004 464,501 Income from continuing operations before income taxes 2,714,164 1,578,252 3,345,237 Income taxes 733,000 381,000 689,000 Income from continuing operations 1,981,164 1,197,252 2,656,237 Discontinued operations: Income (loss) from discontinued operations of Anaren Europe (1,213,345) 133 Income tax benefit -- (1,800,000) -- Net income from discontinued operations -- 586,655 133 Net Income $1,981,164 $1,783,907 $2,656,370 Basic earnings per share: Income from continuing operations $0.10 $0.05 $0.13 Income (loss) from discontinued operations 0.00 0.03 0.00 Net income (loss) $0.10 $0.08 $0.13 Diluted earnings per share: Income from continuing operations $0.10 $0.05 $0.12 Income (loss) from discontinued operations 0.00 0.03 0.00 Net income (loss) $0.10 $0.08 $0.12 Shares used in computing net income per share: Basic 20,144,447 21,757,734 20,615,926 Diluted 20,678,163 22,352,927 21,380,992 Anaren, Inc. and Subsidiaries Consolidated Condensed Statements of Income (Unaudited) Three Months Ended Sept. 30, 2004 Sept. 30, 2003 June 30, 2004 Net sales 100.0% 100.0% 100.0% Cost of sales 68.3% 67.4% 61.8% Gross profit 31.7% 32.6% 38.2% Operating expenses: Marketing 7.1% 8.7% 7.0% Research and development 6.6% 7.8% 7.7% General and administrative 8.5% 10.0% 11.9% Total operating expenses 22.2% 26.5% 26.6% Operating income 9.5% 6.1% 11.6% Other income (expense): Interest expense (0.0%) (0.0%) (0.0%) Other, primarily interest income 1.4% 2.6% 1.9% Total other income, net 1.4% 2.6% 1.9% Income from continuing operations before income taxes 10.9% 8.7% 13.5% Income taxes 2.9% 2.1% 2.8% Income from continuing operations 8.0% 6.6% 10.7% Discontinued operations: Income (loss) from discontinued operations of Anaren Europe 0.0% (6.6%) 0.0% Income tax benefit 0.0% (9.8%) 0.0% Net income from discontinued operations 0.0% 3.2% 0.0% Net income 8.0% 9.8% 10.7% Anaren, Inc. Consolidated Condensed Balance Sheets (Unaudited) Sept. 30, 2004 June 30, 2004 Assets: Cash, cash equivalents and short-term investments $68,821,413 $85,341,896 Accounts receivable, net 15,879,932 13,812,853 Other receivables 1,111,182 1,040,838 Inventories 18,231,601 16,608,055 Other current assets 2,147,863 2,263,477 Total current assets 106,191,991 119,067,119 Net property, plant and equipment 25,468,793 21,342,554 Marketable debt securities 32,654,728 35,113,068 Goodwill 30,715,861 30,715,861 Other intangibles 922,894 1,243,886 Total assets $195,954,267 $207,482,488 Liabilities and stockholders' equity Liabilities: Accounts payable $6,195,865 $7,198,252 Accrued expenses 1,760,092 3,092,370 Customer advance payments 176,891 411,486 Other liabilities 2,391,347 1,627,679 Total current liabilities 10,524,195 12,329,787 Other non-current liabilities 4,852,148 4,788,433 Total liabilities 15,376,343 17,118,220 Stockholders' equity: Retained earnings 53,228,435 51,247,271 Common stock and additional paid-in capital 171,429,491 171,329,299 Accumulated comprehensive loss (203,191) 41,110 Less cost of treasury stock (43,876,811) (32,253,412) Total stockholders'equity 180,577,924 190,364,268 Total liabilities and stockholders' equity $195,954,267 $207,482,488 ANAREN, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited) Three Months Ended Sept. 30, 2004 Sept. 30, 2003 Cash flows from operating activities: Net income $1,981,164 $ 1,783,907 Net income gain (loss) from discontinued operations -- 586,655 Net income from continuing operations 1,981,164 1,197,252 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of plant and equipment 1,252,667 997,964 Amortization of intangibles 320,992 124,885 Provision for doubtful accounts (5,741) (8,205) Deferred income taxes 73,300 38,100 Unearned compensation 71,550 71,550 Receivables (2,061,338) (1,366,549) Inventories (1,623,546) (69,491) Accounts payable (1,002,388) 371,604 Other assets and liabilities (518,775) 131,874 Net cash provided by continuing operations (1,512,115) 1,488,984 Net cash used for discontinued operations -- (75,750) Net cash provided by operating activities (1,512,115) 1,413,234 Cash flows from investing activities: Capital expenditures (5,606,303) (878,447) Proceeds from sale of stock 293,930 -- Net maturities (purchase) of marketable debt and equity securities 2,503,921 (22,553) Net cash used in investing activities from continuing operations (2,808,452) (901,000) Net cash used in investing activities (2,808,452) (901,000) Cash flows from financing activities: Stock options exercised 28,642 172,701 Purchase of treasury stock (11,623,399) (3,336,643) Net cash used in financing activities (11,594,757) (3,163,942) Effect of exchange rates 962 12,274 Net decrease in cash and cash equivalents (15,914,362) (2,639,434) Cash and cash equivalents at beginning of period 23,303,263 11,062,662 Cash and cash equivalents at end of period $7,388,901 $8,423,228 SOURCE Anaren, Inc. -0- 10/26/2004 /CONTACT: Lawrence A. Sala, President/CEO, or Joseph E. Porcello, VP of Finance, +1-315-432-8909, both of Anaren / /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 ECM NET SU: ERN CCA -----END PRIVACY-ENHANCED MESSAGE-----