-----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, Oi23AUT4i6ocGi2zAhq4Q7f5QmOO5+ZcvU+vkmKr/5N9g5aqyQu4mvJct+B+reVy DLkEPtose6uIjJwJO40dAg== 0000891092-05-000149.txt : 20050128 0000891092-05-000149.hdr.sgml : 20050128 20050128113521 ACCESSION NUMBER: 0000891092-05-000149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050127 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 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: 05556581 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 e20349_8k.txt FORM 8-K 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) January 27, 2005 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 January 27, 2005, Anaren, Inc. issued an earnings release announcing its financial results for the second quarter ended December 31, 2004. A copy of the earnings release is attached as Exhibit 99.1. 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 January 27, 2005 /s/ Lawrence A. Sala ---------------------- President and Chief Executive Officer Exhibit 99.1 Press Release of Anaren, Inc. dated January 27, 2005 EX-99.1 2 e20349ex99_1.txt PRESS RELEASE Exhibit 99.1 January 27, 2005 FROM: Anaren, Inc. 6635 Kirkville Road East Syracuse, NY 13057 CONTACT: Lawrence A. Sala, President/CEO Joseph E. Porcello, VP of Finance 315-432-8909 Anaren Reports 2nd QUARTER results Syracuse, NY - Anaren, Inc. (NASDAQ: ANEN) today reported net sales from continuing operations for the second quarter ended December 31, 2004 were $23.6 million, up 21% from the second quarter of fiscal year 2004, and down 5% sequentially from the first quarter of fiscal 2005. Net income for the second quarter was $981,000, or $0.05 per diluted share, including $849,000 of one-time consolidation charges equal to $0.03 per diluted share after taxes. This compares to net income of $1.3 million, or $0.06 per diluted share for the second quarter of last year, which included a loss of $0.02 per share from discontinued operations, and $2.0 million, or $0.10 per diluted share for the first quarter of fiscal 2005. The effective tax rate for the second quarter of fiscal 2005 was 9.4%, which compares to 31.9% in the second quarter of fiscal 2004 and 27.0% in the first quarter of fiscal 2005. Operating income for the second quarter was $913,000, or 4% of net sales, down $1.0 million or 53% from the second quarter of last year, and down $1.5 million, or 61% sequentially from the first quarter of fiscal 2005. Operating income for the quarter included one-time consolidation charges of $849,000, or 3.6% of net sales, for restructuring, moving and material obsolescence charges associated with the previously announced consolidation of the RF Power and Amitron subsidiaries. The RF Power Bohemia, NY facility was closed in December and both entities now operate at the Company's Salem, NH facility under the new name Anaren Ceramics, Inc. Adjusted income from continuing operations before the $849,000 consolidation charges for the second quarter was $1.6 million, or $0.08 per diluted share compared to income from continuing operations of $1.6 million, or $0.08 per diluted share in the second quarter of fiscal 2004, and $2.0 million, or $0.10 per diluted share in the first quarter of fiscal 2005. Mr. Lawrence A. Sala said, "the relatively weak wireless demand and product mix reported in October continued throughout the second quarter. Wireless infrastructure demand visibility remains limited. However, Space and Defense new orders for the second quarter and fiscal year to date have significantly exceeded shipments for the comparable periods. We continue to experience a consistent flow of new opportunities in both business segments." For the six months ended December 31, 2004, net sales were $48.6 million, up 28% from net sales of $37.9 million for the first six months of fiscal 2004. Income from continuing operations for the first six months of fiscal 2005 was $3.0 million, or $0.15 per diluted share compared to $2.8 million, or $0.13 per diluted share for the first six months of last year. Net income for the first six months of fiscal 2005 was $3.0 million, or $0.15 per diluted share compared to $3.0 million, or $0.14 per diluted share for the first six months of last year. Balance Sheet Cash, cash equivalents and marketable debt and equity securities at December 31, 2004 were $104 million. In the second quarter, the Company generated $4.0 million in cash from operations as a result of $1.0 million in net income and a $3.1 million decrease in customer and other receivables from September 30, 2004. The Company did not repurchase any shares of its common stock during the quarter. Wireless Group Wireless Group net sales from continuing operations for the quarter were $16.0 million, up 23% from the second quarter of fiscal year 2004, and down 10% sequentially from the first quarter of fiscal 2005. During the quarter, shipments of custom assembly products continued to grow as a percentage of total Wireless group net sales. New product introductions for the quarter included a dual frequency balun for WLAN applications and several miniature and high power Xinger II products for infrastructure amplifier and transceiver applications. Space and Defense Group Space and Defense Group net sales for the quarter were $7.6 million, up 16% from the second quarter of fiscal 2004, and up 7% sequentially from the first quarter. New orders for the quarter totaled $13.1 million and included contracts for jamming subsystems, passive ranging subsystems and new missile receiver assemblies, resulting in a book to bill ratio of 1.7 to 1.0. Space and Defense backlog at December 31, 2004 was $42.6 million, up 15% from $37.1 million at June 30, 2004. Subsidiary Consolidation and Facility Closure The closure of RF Power's Bohemia, NY facility and the transition of that operation to the Anaren Ceramic facility in Salem, NH was completed during the second quarter. As a result of the facility closure and consolidation, the Company recognized one-time restructuring expenses of $458,000 for severance and outplacement services, $91,000 for lease cancellation and closure charges, and $300,000 for inventory write-downs. Additionally, the Company expects to incur further one-time expenses totaling approximately $150,000 in the third quarter related to the consolidation. Outlook Given the current limited Wireless demand visibility and the increased Space and Defense order backlog, we expect net sales to be in the range of $21.0 - - $23.0 million and diluted earnings per diluted share to be in the range of $0.07 - $0.09 for the third quarter of fiscal 2005. 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 December 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 Thursday, January 27, 2005 at 5:00 p.m. EDT. A replay of the conference call will be available at 8:00 p.m. (EDT) beginning January 27, 2005 through midnight January 31, 2005. 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 254661. If you are unable to access the Live Webcast, the dial in number for the U.S. is 1-800-946-0785 and International is 1-719-457-2661. 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 Dec. 31, 2004 Dec. 31, 2003 Sept. 30, 2004 ------------- ------------- -------------- Net sales $23,650,022 $19,593,930 $24,907,357 Cost of sales 16,888,850 12,952,703 17,016,539 ----------- ----------- ----------- Gross profit 6,761,172 6,641,227 7,890,818 ----------- ----------- ----------- Operating expenses: Marketing 1,860,973 1,681,384 1,776,645 Research and development 1,387,105 1,133,246 1,645,077 General and administrative 2,141,752 1,863,784 2,102,184 Restructuring 458,335 -- -- ----------- ----------- ----------- Total operating expenses 5,848,165 4,678,414 5,523,906 ----------- ----------- ----------- Operating income 913,007 1,962,813 2,366,912 ----------- ----------- ----------- Other income (expense): Other, primarily interest income 179,714 375,735 353,057 Interest expense (9,837) (1,550) (5,805) ----------- ----------- ----------- Total other income, net 169,877 374,185 347,252 ----------- ----------- ----------- Income from continuing operations before income taxes 1,082,884 2,336,998 2,714,164 Income taxes 102,000 746,000 733,000 ----------- ----------- ----------- Income from continuing operations 980,884 1,590,998 1,981,164 Discontinued operations: Income (loss) from discontinued operations of Anaren Europe -- (335,053) -- ----------- ----------- ----------- Net Income $980,884 $1,255,945 $1,981,164 Basic earnings per share: Income from continuing operations $0.05 $0.08 $0.10 Income (loss) from discontinued operations -- (0.02) -- ----------- ----------- ----------- Net income $0.05 $0.06 $0.10 =========== =========== =========== Diluted earnings per share: Income from continuing operations $0.05 $0.07 $0.10 Income (loss) from discontinued operations -- (0.01) -- ----------- ----------- ----------- Net income $ 0.05 $ 0.06 $ 0.10 =========== =========== =========== Shares used in computing net income per share: Basic 19,580,182 21,123,035 20,144,447 =========== =========== =========== Diluted 20,167,087 21,887,468 20,678,163 =========== =========== ===========
Anaren, Inc. and Subsidiaries Consolidated Condensed Statements of Income (Unaudited) Three Months Ended Dec. 31, 2004 Dec. 31, 2003 Sept. 30, 2004 ------------- ------------- -------------- Net sales 100.0% 100.0% 100.0% Cost of sales 71.4% 66.1% 68.3% ----- ----- ----- Gross profit 28.6% 33.9% 31.7% ----- ----- ----- Operating expenses: Marketing 7.9% 8.6% 7.1% Research and development 5.9% 5.8% 6.6% General and administrative 9.0% 9.5% 8.5% Restructuring 1.9% 0.0% 0.0% ----- ----- ----- Total operating expenses 24.7% 23.9% 22.2% ----- ----- ----- Operating income 3.9% 10.0% 9.5% ----- ----- ----- Other income (expense): Other, primarily interest income 0.7% 1.9% 1.4% Interest expense 0.0% 0.0% 0.0% ----- ----- ----- Total other income, net 0.7% 1.9% 1.4% ----- ----- ----- Income from continuing operations before income taxes 4.6% 11.9% 10.9% Income taxes 0.4% 3.8% 2.9% ----- ----- ----- Income from continuing operations 4.2% 8.1% 8.0% Discontinued operations: Income (loss) from discontinued operations of Anaren Europe 0.0% (1.7%) 0.0% ----- ----- ----- Net income 4.2% 6.4% 8.0% ===== ===== ===== Anaren, Inc. and Subsidiaries Consolidated Condensed Statements of Income (Unaudited)
Three Months Ended Six Months Ended Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003 ------------- ------------- ------------- ------------- Net Sales $23,650,022 $19,593,930 $48,557,379 $37,864,603 Cost of sales 16,888,850 12,952,703 33,905,389 25,264,481 ----------- ----------- ----------- ----------- Gross profit 6,761,172 6,641,227 14,651,990 12,600,122 ----------- ----------- ----------- ----------- Operating expenses: Marketing 1,860,973 1,681,384 3,637,618 3,266,850 Research and development 1,387,105 1,133,246 3,032,182 2,555,028 General and administrative 2,141,752 1,863,784 4,243,936 3,702,183 Restructuring 458,335 -- 458,335 -- ----------- ----------- ----------- ----------- Total operating expenses 5,848,165 4,678,414 11,372,071 9,524,061 ----------- ----------- ----------- ----------- Operating income 913,007 1,962,813 3,279,919 3,076,061 ----------- ----------- ----------- ----------- Other income (expense): Other, primarily interest income 179,714 375,735 532,771 843,711 Interest expense (9,837) (1,550) (15,642) (4,522) ----------- ----------- ----------- ----------- Total other income (expense), net 169,877 374,185 517,129 839,189 ----------- ----------- ----------- ----------- Income from continuing operations before income taxes 1,082,884 2,336,998 3,797,048 3,915,250 Income taxes 102,000 746,000 835,000 1,127,000 ----------- ----------- ----------- ----------- Income from continuing operations 980,884 1,590,998 2,962,048 2,788,250 ----------- ----------- ----------- ----------- Discontinued operations: Income (loss) from discontinued operations -- (335,053) -- (1,548,398) Income tax benefit -- -- -- (1,800,000) ----------- ----------- ----------- ----------- Net income (loss) from discontinued operations -- (335,053) -- 251,602 ----------- ----------- ----------- ----------- Net income $980,884 $1,255,945 $2,962,048 $3,039,852 =========== =========== =========== =========== Basic earnings per share: Income from continuing operations $ 0.05 $ 0.08 $ 0.15 $ 0.13 Income (loss) from discontinued operations -- (0.02) -- 0.01 ----------- ----------- ----------- ----------- Net income $0.05 $0.06 $0.15 $0.14 =========== =========== =========== =========== Diluted earnings per share: Income from continuing operations $ 0.05 $ 0.07 $ 0.15 $ 0.13 Income (loss) from discontinued operations -- (0.01) -- 0.01 ----------- ----------- ----------- ----------- Net income $ 0.05 $ 0.06 $ 0.15 $ 0.14 =========== =========== =========== =========== Shares used in computing net earnings Per share: Basic 19,580,182 21,123,035 19,862,314 21,440,385 =========== =========== =========== =========== Diluted 20,167,087 21,887,468 20,422,625 22,120,197 =========== =========== =========== ===========
Anaren, Inc. and Subsidiaries Consolidated Condensed Statements of Income (Unaudited)
Three Months Ended Six Months Ended Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003 ------------- ------------- ------------- ------------- Net Sales 100.0% 100.0% 100.0% 100.0% Cost of sales 71.4% 66.1% 69.8% 66.7% ----- ----- ----- ----- Gross profit 28.6% 33.9% 30.2% 33.3% ----- ----- ----- ----- Operating expenses: Marketing 7.9% 8.6% 7.5% 8.6% Research and development 5.9% 5.8% 6.3% 6.8% General and administrative 9.0% 9.5% 8.7% 9.8% Restructuring 1.9% 0.0% 0.9% 0.0% ----- ----- ----- ----- Total operating expenses 24.7% 23.9% 23.4% 25.2% ----- ----- ----- ----- Operating income (loss) 3.9% 10.0% 6.8% 8.1% ----- ----- ----- ----- Other income (expense): Other, primarily interest income 0.7% 1.9% 1.0% 2.2% Interest expense 0.0% 0.0% 0.0% 0.0% ----- ----- ----- ----- Total other income (expense), net 0.7% 1.9% 1.0% 2.2% ----- ----- ----- ----- Income from continuing operations before income taxes 4.6% 11.9% 7.8% 10.3% Income taxes 0.4% 3.8% 1.7% 3.0% ----- ----- ----- ----- Income from continuing operations 4.2% 8.1% 6.1% 7.3% ----- ----- ----- ----- Discontinued operations: Income (loss) from discontinued operations of Anaren Europe 0.0% (1.7%) 0.0% (4.1%) Income tax benefit 0.0% 0.0% 0.0% (4.8%) ----- ----- ----- ----- Net income (loss) from discontinued operations 0.0% (1.7%) 0.0% 0.7% ----- ----- ----- ----- Net income 4.2% 6.4% 6.1% 8.0% ===== ===== ===== =====
Anaren, Inc. and Subsidiaries Consolidated Condensed Balance Sheet (Unaudited) December 31, 2004 June 30, 2004 ----------------- ------------- Assets: Cash, cash equivalents and short-term investments $72,961,244 $85,341,896 Accounts receivable, net 12,967,049 13,812,853 Other receivables 885,081 1,040,838 Inventories 18,958,510 16,608,055 Other current assets 2,168,435 2,263,477 ------------ ------------ Total current assets 107,940,319 119,067,119 Net property, plant and equipment 25,942,384 21,342,554 Marketable debt and equity securities 30,904,428 35,113,068 Goodwill 30,715,861 30,715,861 Other intangibles 839,676 1,243,886 ------------ ------------ Total assets $196,342,668 $207,482,488 ============ ============ Liabilities and stockholders' equity Liabilities: Accounts payable $4,982,021 7,198,252 Accrued expenses 2,238,456 3,092,370 Customer advance payments 274,070 411,486 Other liabilities 1,973,103 1,627,679 ------------ ------------ Total current liabilities 9,467,650 12,329,787 Other non-current liabilities 4,882,896 4,788,433 ------------ ------------ Total liabilities 14,350,546 17,118,220 Stockholders' equity: Retained earnings 54,209,319 51,247,271 Common stock and additional paid-in capital 171,492,027 171,329,299 Accumulated comprehensive income 167,587 41,110 Less cost of treasury stock (43,876,811) (32,253,412) ------------ ------------ Total stockholders' equity 181,992,122 190,364,268 ------------ ------------ Total liabilities and stockholders' equity $196,342,668 $207,482,488 ============ ============ Anaren, Inc. and Subsidiaries Consolidated Condensed Statements of Cash Flows (Unaudited)
Six Months Three Months Three Months Ended Ended Ended Dec. 31, 2004 Dec. 31, 2004 Sept. 30, 2004 Cash flows from operating activities: Net income $2,962,048 $980,884 $1,981,164 Net income (loss) from discontinued operations -- -- -- ----------- ----------- ---------- Net income from continuing operations 2,962,048 980,884 1,981,164 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of plant and equipment 2,502,172 1,249,505 1,252,667 Amortization of intangibles (includes patents) 404,210 83,218 320,992 Provision for doubtful accounts 25,508 31,249 (5,741) Deferred income taxes (long & short term) 72,000 (1,300) 73,300 Unearned compensation 113,143 41,593 71,550 Receivables 820,296 2,881,634 (2,061,338) Inventories (2,350,455) (726,909) (1,623,546) Accounts payable (2,216,230) (1,263,593) (1,002,388) Other assets and liabilities 197,464 765,990 (518,775) ----------- ----------- ---------- Net cash provided by continuing operations 2,530,156 4,042,271 (1,512,115) ----------- ----------- ---------- Net cash used for discontinued operations -- -- -- ----------- ----------- ---------- Net cash provided by operating activities 2,530,156 4,042,271 (1,512,115) ----------- ----------- ---------- Cash flows from investing activities: Capital expenditures (7,329,399) (1,723,096) (5,606,303) Proceeds from sales of common stock investments 2,746,130 2,452,200 293,930 Net maturities (purchases) of marketable debt and equity securities 1,895,357 (608,564) 2,503,921 ----------- ----------- ---------- Net cash (used in) provided by investing activities from continuing operations (2,687,912) 120,540 (2,808,452) ----------- ----------- ---------- Net cash provided by investing activities from discontinued operations -- -- -- ----------- ----------- ---------- Net cash (used in) provided by investing activities (2,687,912) 120,540 (2,808,452) ----------- ----------- ---------- Cash flows from financing activities: Proceeds from stock options exercised 49,584 20,942 28,642 Purchase of treasury stock (11,623,399) -- (11,623,399) ----------- ----------- ---------- Net cash (used in) provided by financing activities (11,573,815) 20,942 (11,594,757) ----------- ----------- ---------- Effect of exchange rates (658) (1,620) 962 Net increase (decrease) in cash and cash equivalents (11,732,229) 4,182,133 (15,914,362) Cash and cash equivalents at beginning of period 23,303,263 7,388,901 23,303,263 ----------- ----------- ---------- Cash and cash equivalents at end of period $11,571,034 $11,571,034 $7,388,901 =========== =========== ==========
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