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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 September 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ________________________
Commission file number 0-6620
ANAREN MICROWAVE, INC.
(Exact name of Registrant as specified in its Charter)
New York 16-0928561
-------- ----------
(State of incorporation) (I.R.S Employer Identification No.)
6635 Kirkville Road 13057
East Syracuse, New York -----
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: 315-432-8909
N/A
- --------------------------------------------------------------------------------
(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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X ___ No __
The number of shares of Registrant's Common Stock outstanding on October
21, 2002 was 22,389,220.
1
ANAREN MICROWAVE, INC.
INDEX
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of 3
September 30, 2002 (unaudited) and June 30, 2002
Consolidated Condensed Statements of Earnings 4
for the Three Months Ended September 30,
2002 and 2001 (unaudited)
Consolidated Condensed Statements of Cash Flows 5
for the Three Months Ended September 30,
2002 and 2001 (unaudited)
Notes to Consolidated Condensed Financial 6
Statements (unaudited)
Item 2. Management's Discussion and Analysis 14
of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 22
Item 4. Controls & Procedures 23
PART II - OTHER INFORMATION
- ---------------------------
Item 5. Submission of Matters to a Vote of Security Holders 24
Item 6. Exhibits and Reports on Form 8-K 24
Officer Certifications 26 - 27
2
ANAREN MICROWAVE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
September 30, 2002 and June 30, 2002
(Unaudited)
Assets September 30, 2002 June 30, 2002
------ ------------------ -------------
Current assets:
Cash and cash equivalents $ 16,071,014 $ 12,565,424
Securities available for sale (note 3) 5,806,431 3,820,942
Securities held to maturity (note 3) 90,339,594 98,955,299
Receivables, less allowance of $521,366
and $529,000, respectively 12,471,092 13,106,583
Inventories (note 4) 20,245,757 20,119,433
Interest and other receivables 1,107,723 1,206,396
Deferred income taxes 1,686,295 1,356,294
Other current assets 1,250,558 1,130,173
------------ ------------
Total current assets 148,978,464 152,260,544
------------ ------------
Securities held to maturity 12,667,956 9,564,558
Property, plant and equipment, net (note 5) 27,526,197 26,592,375
Patents, net of accumulated amortization
of $233,581 at September 30, 2002
and $215,613 at June 30, 2002 (note 2) 341,385 359,353
Goodwill (note 2) 30,715,861 30,715,861
Other intangible assets, net of accumulated amortization
of $463,307 at September 30, 2002
and $356,390 at June 30, 2002 (note 2) 1,986,693 2,093,610
------------ ------------
$222,216,556 $221,586,301
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 4,793,045 $ 5,046,048
Accrued expenses (note 6) 4,028,227 3,297,207
Customer advance payments 90,812 244,831
Other current liabilities (note 8) 201,000 185,725
------------ ------------
Total current liabilities 9,113,084 8,773,811
Deferred income taxes 1,388,918 1,357,359
Postretirement benefit obligation 1,440,085 1,440,085
Other liabilities (note 8) 455,665 461,808
------------ ------------
Total liabilities 12,397,752 12,033,063
------------ ------------
Stockholders' equity:
Common stock of $.01 par value. Authorized
200,000,000 shares; issued 25,636,442 shares
at September 30, 2002 and June 30, 2002 256,364 256,364
Additional paid-in capital 168,901,645 168,901,645
Unearned compensation (927,492) (1,086,669)
Accumulated other comprehensive loss (274,178) (828,061)
Retained earnings 47,228,803 47,082,597
------------ ------------
215,185,142 214,325,876
Less cost of 3,249,622 and 3,177,822 treasury shares
at September 30, 2002 and June 30, 2002 5,366,338 4,772,638
------------ ------------
Total stockholders' equity 209,818,804 209,553,238
------------ ------------
$222,216,556 $221,586,301
============ ============
See accompanying notes to consolidated condensed financial statements.
ANAREN MICROWAVE, INC.
AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
Three Months Ended
September 30, 2002 and 2001
(Unaudited)
2002 2001
---- ----
Net sales $20,423,873 $15,001,191
Cost of sales 15,032,366 9,870,138
----------- -----------
Gross profit 5,391,507 5,131,053
----------- -----------
Operating expenses:
Marketing 1,733,805 1,519,035
Research and development 1,401,061 1,152,666
General and administrative 2,308,682 1,758,691
Restructuring 403,403 --
----------- -----------
Total operating expenses 5,846,951 4,430,392
----------- -----------
Operating income (loss) (455,444) 700,661
----------- -----------
Other income 669,172 1,281,071
Interest expense (19,522) (16,248)
----------- -----------
Income before income taxes 194,206 1,965,484
Income tax expense 48,000 591,000
----------- -----------
Net income $ 146,206 $ 1,374,484
=========== ===========
Net income per common and common share
equivalent:
Basic earnings per share $0.01 $0.06
Diluted earnings per share $0.01 $0.06
Shares used in computing net earnings per
common and common equivalent share:
Basic 22,331,289 22,250,148
=========== ===========
Diluted 22,811,612 23,133,196
=========== ===========
Dividends per share $ -- $ --
=========== ===========
See accompanying notes to consolidated condensed financial statements.
4
ANAREN MICROWAVE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
Three Months Ended
September 30, 2002 and 2001
(Unaudited)
Cash flows from operating activities: 2002 2001
----------- -----------
Net income $ 146,206 $ 1,374,484
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 1,182,230 826,689
Amortization of intangibles 124,885 53,607
Deferred income taxes (298,442) 146,482
Unearned compensation 159,177 159,177
Tax benefit from exercise of stock options -- 47,044
Changes in operating assets and liabilities,
net of acquisition:
Receivables 635,491 936,434
Inventories (126,324) 49,406
Interest and other receivables 98,673 (187,947)
Other current assets (120,385) 860,351
Accounts payable (253,003) (563,237)
Accrued expenses 731,020 (958,248)
Customer advance payments (154,019) (477,619)
Other liabilities 9,132 67,242
----------- -----------
Net cash provided by operating activities 2,134,641 2,333,865
----------- -----------
Cash flows from investing activities:
Capital expenditures (2,116,052) (1,248,237)
Net maturities of marketable debt and
equity securities 4,156,029 9,572,542
Purchase of businesses, net of cash acquired -- (9,906,820)
----------- -----------
Net cash provided by (used in)
investing activities 2,039,977 (1,582,515)
----------- -----------
Cash flows from financing activities:
Net payments on long term debt -- (716,154)
Stock options exercised -- 203,216
Purchase of treasury stock (593,700) --
----------- -----------
Net cash (used in) financing activities (593,700) (512,938)
----------- -----------
Effect of exchange rates (75,328) --
Net increase (decrease) in cash
and cash equivalents 3,505,590 238,412
Cash and cash equivalents at beginning of period 12,565,424 11,748,542
----------- -----------
Cash and cash equivalents at end of period $16,071,014 $11,986,954
=========== ===========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash Paid During the Period For:
Interest $ 19,522 $ 16,248
=========== ===========
Income taxes, net of refunds $ 150,000 $ 662,500
=========== ===========
See accompanying notes to consolidated condensed financial statements.
5
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
- ----------------------------------------------------------------
The consolidated condensed financial statements are unaudited (except for the
balance sheet information as of June 30, 2002, which is derived from the
Company's audited consolidated financial statements) and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. The consolidated condensed financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto, together with management's discussion and analysis
of financial condition and results of operations, contained in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2002. The results
of operations for the three months ended September 30, 2002 are not necessarily
indicative of the results for the entire fiscal year ending June 30, 2003, or
any future interim period.
The income tax rates utilized for interim financial statement purposes for the
three months ended September 30, 2002 and 2001 are based on estimates of income
and utilization of tax credits for the entire year.
NOTE 1: Acquisitions
On August 31, 2001 the Company acquired all of the outstanding stock of Amitron,
Inc. Amitron is based in North Andover, Massachusetts, and is primarily engaged
in the manufacture of precision thick film ceramic components and circuits for
the medical, telecommunications, and defense electronics markets. Amitron's
technology is very complimentary to the Company's multi-layer stripline
technology. Whereas the Company's multi-layer stripline technology is well
suited for large scale and high power applications, Amitron's technology is well
suited for miniaturization and low power applications. The Company believes that
Amitron's technology will enable it to significantly increase its current
addressable markets. The transaction was accounted for using the purchase method
of accounting for business combinations and, accordingly, the results of
operations of Amitron have been included in the Company's consolidated financial
statements since the date of acquisition.
The aggregate purchase consideration for Amitron was $11,693,256, consisting of
cash of $9,919,664 (including cash direct acquisition costs), non-cash direct
acquisition costs in the form of stock options for services of $18,183 and
95,704 shares of the Company's common stock with an aggregate value of
$1,755,409. The purchase price was allocated to the net assets acquired and
liabilities assumed based upon respective fair market values. The fair market
values of plant and equipment and identifiable intangible assets were determined
by an independent valuation. The identifiable intangible assets aggregating
$2,450,000 with a weighted-average useful life of approximately seven years
include customer base of $1,350,000 (six-year weighted-average useful life),
favorable lease of $600,000 (ten-year weighted-average useful life), trade name
of $320,000 (three-year weighted-average useful life), and non-competition
agreements of $180,000 (five-year weighted-average useful life). The excess
consideration over such fair values is recorded as goodwill and was assigned to
the Company's Wireless segment.
6
The allocation of the purchase consideration to the assets acquired and
liabilities assumed follows:
Cash $ 12,844
Accounts receivable 1,309,618
Other receivables 2,258
Inventories 1,081,360
Plant and equipment 1,822,230
Other assets 36,818
Accounts payable (228,751)
Accrued expenses (430,448)
Loans payable (716,154)
Net deferred tax liability (951,846)
Intangible assets 2,450,000
Goodwill 7,305,327
-----------
$11,693,256
===========
On October 1, 2001, the Company, through its wholly owned subsidiary Anaren
Microwave Europe B.V., acquired all of the outstanding stock of The 5M Company
Europe B.V. (now known as Anaren Europe B.V.). Anaren Europe, based in Almelo,
Netherlands is a manufacturer of microwave circuits. Anaren Europe's
manufacturing technology is very similar to the Company's multi-layer stripline
technology. In addition, Anaren Europe has a unique metal backing technology
that offers performance and cost advantages for high power applications. The
Company believes that this acquisition will enable it to reduce its
manufacturing costs in Europe, increase its dollar content in high power
applications and provide customers with a higher level of vendor security with a
second manufacturing facility. The transaction was accounted for using the
purchase method of accounting for business combinations and, accordingly, the
results of operations of Anaren Europe have been included in the Company's
consolidated financial statements since the date of acquisition.
The purchase consideration for Anaren Europe was $3,869,823 in cash, including
direct acquisition costs, and Company stock options with an aggregate fair value
of $218,724. The fair values of Anaren Europe's assets acquired and liabilities
assumed exceeded the purchase consideration and the negative goodwill served to
reduce the fair value of purchased equipment to zero with the remaining excess
recognized as an extraordinary gain.
The preliminary allocation of the purchase consideration to the assets acquired,
liabilities assumed, and extraordinary gain follows:
Cash $1,703,281
Accounts receivable 899,776
Insurance receivable 10,749,113
Other receivables 385,745
Inventories 630,260
Accounts payable (1,768,882)
Accrued expenses (1,656,014)
Notes payable (856,978)
Long term debt (403,268)
Net deferred tax liability (2,187,242)
Extraordinary gain (3,407,244)
----------
$4,088,547
==========
7
The Anaren Europe fire loss in July 2001 was subject to property, casualty and
business interruption insurance. As of December 31, 2001, the Company settled
the insurance claim and an insurance receivable aggregating $10,749,113 is
reflected in the allocation of the Anaren Europe purchase price as of October 1,
2001.
The following unaudited pro forma financial information presents the combined
results of operations of the Company, Amitron and Anaren Europe as if the
acquisitions had taken place as of July 1, 2001. The pro forma information
includes certain adjustments, including insurance recovery accounting, the
amortization of goodwill and intangibles, reduction of interest income, and
certain other adjustments, together with the related income tax effects. The pro
forma financial information does not necessarily reflect the results of
operations that would have occurred had the Company, Amitron and Anaren Europe
constituted a single entity during such periods.
Three Months Ended
September 30 September 30
2002 2001
------------ ------------
Net sales $20,423,873 $17,333,503
Insurance recoveries -- 1,873,278
Net income 146,206 32,811
Earnings per share:
Basic $0.01 $0.00
Diluted $0.01 $0.01
For purposes of the pro forma financial information, the July 2001 Anaren Europe
fire loss insurance recoveries have been reflected in operations versus the
recognition as a pre-acquisition contingency in the purchase price allocation as
previously discussed. The pro forma information reflects insurance recoveries of
$0 and $1,873,278 for the three months ended September 30, 2002 and September
30, 2001, respectively.
The pro forma information reflects no goodwill amortization for the three months
ended September 30, 2002 and 2001 due to the adoption of FASB 142, "Goodwill and
Intangible Assets", by the Company.
NOTE 2: Adoption of Accounting Standards
Effective July 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 141, "Business Combinations" (FASB 141) and Statement of Financial
Accounting Standards No. 142, "Goodwill and Intangible Assets" (FASB 142). FASB
141, which supercedes APB Opinion 16 and FASB Statement No. 38, requires all
business combinations be accounted for using the purchase method. SFAS 142,
which supercedes APB Opinion No. 17, eliminates the current requirement to
amortize goodwill and indefinite-lived intangible assets, addresses the
amortization of intangible assets with a defined life and addresses the
impairment testing and recognition of goodwill and intangible assets. The
following information provides the required disclosures and describes the impact
the early adoption of FASB 141 and 142 had on the Company during the periods
reported:
8
INTANGIBLE ASSETS:
Intangible assets as of September 30, 2002 are as follows:
Gross Carrying Accumulated
Amount Amortization
-------------- ------------
Patent $ 574,966 $233,581
Customer Base 1,350,000 243,750
Trade Name 320,000 115,557
Non-Competition Agreements 180,000 39,000
Favorable Lease 600,000 65,000
---------- --------
Total $3,024,966 $696,888
========== ========
Intangible asset amortization expense for the three month period ended September
30, 2002 and 2001 aggregated $124,885 and $53,607, respectively. Amortization
expense related to intangible assets for the next five years is as follows:
Year Ending June 30,
2003 $499,539
2004 $499,539
2005 $410,645
2006 $392,871
2007 $362,879
GOODWILL:
The changes in the carrying amount of goodwill for the three month period ended
September 30 are as follows:
Fiscal Fiscal
2003 2002
----------- -----------
Balance as of June 30, 2002 $30,715,861 $23,410,534
and 2001, respectively
Goodwill acquired -- 7,305,327
Goodwill amortization -- --
----------- -----------
Balance as of September 30, 2002 $30,715,861 $30,715,861
and 2001, respectively =========== ===========
In connection with the adoption of FASB 142, the Company completed the
transitional impairment assessment within six months from the date of adoption
as allowed by the standard. In addition, the Company completed a valuation as of
the one year anniversary of adoption of the new standard. As a result of the
impairment assessment, no goodwill impairment was found and no current asset
write down is required.
9
NOTE 3: Marketable Securities
Marketable securities are summarized as follows:
September 30 June 30
------------ ------------
Marketable debt securities - held-to-maturity $103,007,550 $108,519,857
Marketable equity securities - available
for sale 5,806,431 3,820,942
------------ ------------
Total 108,813,981 112,340,799
Current portion 96,146,025 102,776,241
------------ ------------
Long term $ 12,667,956 $ 9,564,558
============ ============
NOTE 4: Inventories
Inventories are summarized as follows:
September 30 June 30
------------ -----------
Component parts $ 8,992,346 $ 9,086,987
Work in process 7,258,026 6,179,545
Finished goods 3,995,385 4,852,901
----------- -----------
$20,245,757 $20,119,433
=========== ===========
NOTE 5: Property, Plant and Equipment
Property, plant and equipment are summarized as follows:
September 30 June 30
------------ -----------
Land and land improvements $ 1,595,821 $ 1,595,821
Buildings, furniture and fixtures 12,299,730 12,258,796
Machinery and equipment 49,795,999 47,720,881
----------- -----------
$63,691,550 $61,575,498
Less accumulated depreciation
and amortization 36,165,353 34,983,123
----------- -----------
$27,526,197 $26,592,375
=========== ===========
NOTE 6: Accrued Expenses
Accrued expenses consist of the following:
September 30 June 30
------------ -----------
Compensation $ 997,484 $ 1,045,085
Commissions 606,903 573,325
Accrued pension cost 598,155 535,874
Income taxes 811,954 530,857
Restructuring (note 7) 403,403 --
Other 610,328 612,066
---------- -----------
$4,028,227 $ 3,297,207
========== ===========
10
NOTE 7: Restructuring
In September 2002, the Company recorded $403,403 of restructuring charges.
The restructuring charges are associated with the Company's restructuring
plan as it relates to its wholly owned subsidiary Anaren Europe, B.V. The
Company's restructuring plan was primarily aimed at reducing the cost of
excess personnel, including termination of 24 employees. The Company's
restructuring plans and associated costs consisted of the following:
Severance payment $293,206
Outplacement services 66,906
Other 43,291
--------
Total $403,403
========
All terminations and termination benefits were communicated to the
affected employees prior to the quarter ended September 30, 2002, and
severance benefits are expected to be paid in full during fiscal year
2003. At September 30, 2002, outstanding liabilities related to the
restructuring totaled $403,403 and are included in accrued expenses in the
accompanying Balance Sheets.
NOTE 8: Other Liabilities
Other liabilities consist of the following:
September 30 June 30
------------ --------
Deferred compensation $520,665 $526,808
Other 136,000 120,725
-------- --------
656,665 647,533
Less current portion 201,000 185,725
-------- --------
$455,665 $461,808
======== ========
NOTE 9: Net Income Per Share
Basic income per share is based on the weighted average number of common shares
outstanding. Diluted income per share is based on the weighted average number of
common shares outstanding, as well as dilutive potential common shares which, in
the Company's case, comprise shares issuable under the stock option and
restricted stock plans. The weighted average number of common shares utilized in
the calculation of the diluted income per share does not include antidilutive
shares aggregating 2,115,700 and 1,768,800 at September 30, 2002 and 2001,
respectively. The treasury stock method is used to calculate dilutive shares
which reduces the gross number of dilutive shares by the number of shares
purchasable from the proceeds of the options assumed to be exercised.
11
The following table sets forth the computation of basic and fully diluted
earnings per share:
Three Months Ended
------------------
September 30
Numerator: 2002 2001
-------- ----------
Earnings available to
common stockholders $146,206 $1,374,484
======== ==========
Denominator:
Denominator for basic earnings per share:
Weighted average shares outstanding 22,331,289 22,250,148
========== ==========
Denominator for diluted earnings
per share:
Weighted average shares outstanding 22,331,289 22,250,148
Common stock options and restricted stock 480,323 883,048
---------- ----------
Weighted average shares and conversions 22,811,612 23,133,196
========== ==========
NOTE 10: Segment Information
The Company operates predominately in the wireless communications, satellite
communications and defense electronics markets. The Company's two reportable
segments are the wireless group and the space and defense group. These segments
have been determined based upon the nature of the products and services offered,
customer base, technology, availability of discrete internal financial
information, homogeneity of products and delivery channel, and are consistent
with the way the Company organizes and evaluates financial information
internally for purposes of making operating decisions and assessing performance.
The wireless segment designs, manufactures and markets commercial products used
mainly by the wireless communications market. The space and defense segment of
the business designs, manufactures and markets specialized products for the
radar and satellite communications markets. The revenue disclosures for the
Company's reportable segments depict products that are similar in nature.
12
The following table reflects the operating results of the segments consistent
with the Company's internal financial reporting process. The following results
are used in part, by management, both in evaluating the performance of, and in
allocating resources to, each of the segments:
Space & Corporate and
Wireless Defense Unallocated Consolidated
-------- ------- ----------- ------------
Net sales:
Three months ended:
September 30, 2002 $13,108,346 7,315,527 -- $20,423,873
September 30, 2001 $8,542,975 6,458,216 -- $15,001,191
Operating income (loss):
Three months ended:
September 30, 2002 (2,115,594) 1,660,150 -- (455,444)
September 30, 2001 (774,560) 1,475,221 -- 700,661
Goodwill and intangible assets:
September 30, 2002 33,043,939 -- -- 33,043,939
June 30, 2002 33,168,824 -- -- 33,168,824
Identifiable assets:*
September 30, 2002 18,403,764 14,313,085 156,455,768 189,172,617
June 30, 2002 19,147,586 14,096,923 155,172,968 188,417,477
Depreciation:**
Three months ended:
September 30, 2002 812,188 370,042 -- 1,182,230
September 30, 2001 486,461 340,228 -- 826,689
Goodwill and intangibles amortization:***
Three months ended:
September 30, 2002 124,885 -- -- 124,885
September 30, 2001 53,607 -- -- 53,607
* Segment assets primarily include receivables, inventories, and property,
plant and equipment related to business acquisitions. The Company does not
segregate other assets on a products and services basis for internal
management reporting and, therefore, such information is not presented.
Assets included in corporate and unallocated principally are cash and cash
equivalents, marketable securities, other receivables, prepaid expenses,
deferred income taxes, and property, plant and equipment not specific to
business acquisitions.
** Depreciation expense related to acquisition - specific property, plant and
equipment is included in the segment classification of the acquired
business. Depreciation expense related to non business combination assets
is allocated departmentally based on an estimate of capital equipment
employed by each department. Depreciation expense is then further
allocated within the department as it relates to the specific business
segment impacted by the consumption of the capital resources utilized. Due
to the similarity of the property, plant and equipment utilized, the
Company does not specifically identify these assets by individual business
segment for internal reporting purposes.
13
*** Amortization of goodwill and identifiable intangible assets arising from
business combinations, and patent amortization, is allocated to the
segments based on the segment classification of the acquired or applicable
operation.
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's discussion and analysis set forth below reviews the Company's
operating results for the three month period ended September 30, 2002 and its
financial condition at September 30, 2002. This review should be read in
conjunction with the accompanying consolidated condensed financial statements.
Statements contained in management's discussion and analysis, other than
historical facts, are forward-looking statements that are qualified by the
cautionary statements at the end of this discussion.
Overview
The consolidated condensed financial statements present the financial condition
of the Company as of September 30, 2002 and June 30, 2002, and the consolidated
results of operations and cash flows of the Company for the three months ended
September 30, 2002 and 2001.
The Company designs, develops and markets microwave components and assemblies
for the wireless communications, satellite communications and defense
electronics markets. The Company's distinctive manufacturing and packaging
techniques enable it to cost-effectively produce compact, lightweight microwave
products for use in base stations for wireless communications systems, in
satellites and in defense electronics systems. The Company sells its products to
leading wireless communications equipment manufacturers such as Ericsson, Lucent
Technologies, Motorola, Nokia, Nortel Networks, and Powerwave and to satellite
communications and defense electronics companies such as Boeing Satellite,
I.T.T., Lockheed Martin, Northrup Grumman and Raytheon.
The Company generally recognizes sales at the time products are shipped to
customers, provided that persuasive evidence of an arrangement exists, the sales
price is fixed or easily determinable, collectibility is reasonably assured and
title and risk of loss have passed to the customer. Title and the risks and
rewards of ownership of products are generally transferred at the time of
shipment. Payments received from customers in advance of products delivered are
recorded as customer advance payments until earned. A small percentage of sales
are derived from long-term fixed-price contracts for the sale of large space and
defense electronics products. Sales and estimated profits under long-term
contracts are recognized using the percentage of completion method of accounting
on a units-of-delivery basis. Profit estimates are revised periodically based
upon changes in sales value and costs at completion. Any losses on these
contracts are recognized in the period in which such losses are determined.
On August 31, 2001, the Company acquired all of the outstanding capital stock of
Amitron. Amitron is based in North Andover, Massachusetts and is primarily
engaged in the design and manufacture of ceramic components and circuits for the
medical, telecommunications and defense electronics market. The aggregate
purchase consideration was $11,693,256, consisting of cash of $9,919,664
(including cash direct acquisition costs), non-cash direct acquisition costs in
the form of stock options for services of $18,183 and 95,704 shares of the
Company's common stock with an aggregate value of $1,755,409. The acquisition
was accounted for under the purchase method of accounting for business
combinations.
14
Effective October 1, 2001 the Company acquired all of the outstanding capital
stock of 5M (now known as Anaren Europe, B.V.), a manufacturer of microwave
circuits based in Almelo, Netherlands. Anaren Europe's manufacturing technology,
which is similar to the Company's multi-layer stripline technology, uses a
unique metal backing technology, which offers both cost and performance
advantages for high power applications. The aggregate purchase consideration for
this transaction was $4,088,547, consisting of cash of $3,869,823 (including
direct acquisition costs), and Company stock options with an aggregate fair
value of $218,724. The acquisition was accounted for under the purchase method
of accounting for business combinations.
In January 2002, Anaren Europe completed the reconstruction of its factory due
to a fire in July 2001, which partially destroyed this facility. As of July
2002, Anaren Europe's facility was fully operational and the Company is actively
engaged in rebuilding its customer base lost due to the fire. As a result of the
fire, Anaren Europe received an insurance settlement through its property and
business interruption insurance policies of approximately $16.0 million in
December 2001 to offset expenses incurred in out-sourcing production, cleaning
the facility and equipment and repairing equipment damaged but not destroyed in
the fire and to recognize the replacement cost to be received for inventory and
equipment destroyed by the fire.
In September 2002, as a result of customers lost due to the fire and the general
decline in the wireless market, the Company made a decision to downsize the
Anaren Europe workforce by 24 people. The cost of this restructuring was
$403,403 and included notice and severance pay, benefit costs, and outplacement
costs. This charge has been recognized as a separate line item in the income
statement for the three months ended September 30, 2002, and is expected to be
paid in full during fiscal year 2003.
In March 2002, the Company, through a newly created subsidiary, Anaren
Communication Suzhou Co., Ltd., signed a three-year lease for a 12,300 square
foot manufacturing facility in Suzhou Industrial Park in Suzhou, China. The
Company has hired a General Manager for the facility and additional staffing
began in early July 2002. The Company presently expects to begin light
manufacturing and assembly at this location during the second quarter of fiscal
2003. It is anticipated that this facility will serve all of the Company's Asian
customers and will concentrate on producing more labor intensive products.
Additionally, it is expected that the Company will use this location to
facilitate procurement of raw materials in China, when possible, for the
Company's other subsidiaries.
On September 19, 2002, the Company submitted an acquisition proposal to
Celeritek, Inc.'s Chairman, President and Chief Executive Officer, which stated
that the Company was prepared to offer $8.75 per share in an all-cash
transaction to acquire all of the outstanding shares of Celeritek, Inc., subject
to successful completion of customary due diligence and negotiation and
execution of a definitive acquisition agreement. On September 25, 2002,
Celeritek issued a press release announcing that its Board had rejected the
Company's proposal claiming it "is not in the best interests of Celeritek
shareholders." The Company continues to believe in the merits of a business
combination between Celeritek and Anaren and the benefits to the shareholders,
customers and employees of each Company. Given the disappointing response from
Celeritek, Anaren intends to consider all of the alternatives available to it,
and may pursue one or more of the possible actions outlined in its Schedule 13D,
as amended.
Net sales for the first quarter ended September 30, 2002 were $20,424,000, up
36.1% from net sales of $15,001,000 for the same period in fiscal 2002. The
Company recorded earnings of
15
$146,000, or $.01 per diluted share, for the first quarter of fiscal 2003
compared to earnings of $1,374,000, or $.06 per diluted share, for the same
quarter in fiscal 2002.
Results of Operations
The following table sets forth the percentage relationships of certain items
from the Company's consolidated condensed statements of earnings as a percentage
of net sales.
Three Months Ended
Sept. 30, 2002 Sept. 30, 2001
-------------- --------------
Net sales 100.0% 100.0%
Cost of sales 73.6% 65.8%
------ ------
Gross profit 26.4% 34.2%
------ ------
Operating expenses:
Marketing 8.5% 10.1%
Research and development 6.8% 7.7%
General and administrative 11.3% 11.7%
Restructuring 2.0% 0.0%
------ ------
Total operating expenses 28.6% 29.5%
------ ------
Operating income (loss) (2.2%) 4.7%
------ ------
Other income:
Other income 3.3% 8.5%
Interest expense (0.1%) (0.1%)
------ ------
Income before income taxes 1.0% 13.1%
Income tax expense 0.3% 3.9%
------ ------
Net income 0.7% 9.2%
====== ======
The following table summarizes the Company's net sales by operating segments for
the periods indicated. Amounts are in thousands.
Three Months Ended
September 30
---------------------
2002 2001
------- -------
Wireless $13,108 $ 8,543
Space and Defense 7,316 6,458
------- -------
$20,424 $15,001
======= =======
Three Months Ended September 30, 2002 Compared to Three Months Ended September
30, 2001
Net Sales. Net sales increased $5.4 million, or 36.1%, to $20.4 million for the
three months ended September 30, 2002 compared to $15.0 million for the first
quarter of the previous year. This increase resulted from a 53.4% ($4.6 million)
rise in wireless infrastructure component sales, and a smaller 13.3% increase in
shipments of Space and Defense products.
16
The increase in sales of Wireless products, which consist of standard surface
mount components and custom subassemblies for use in building wireless base
station equipment, was mainly the result of additional sales from Amitron and
Anaren Europe. The two acquisitions accounted for $3.2 million in Wireless sales
in the first quarter of fiscal 2003, compared to $600,000 generated by Amitron
in the last month of the first quarter of fiscal 2002. The remaining $2.0
million increase in Wireless sales resulted from a slight increase in market
share. In general, Wireless product demand remains flat and customer lead times
remain very short resulting in little or no visibility as to customer demand
levels going forward. As such, the Company expects Wireless sales to remain at
or below current levels in the near term.
Space and Defense products consist of custom components and assemblies for
communication satellites and defense radar countermeasures subsystems for the
military. Sales in the Space and Defense group rose $858,000, or 13.3%, in the
first quarter of fiscal 2003, compared to the same quarter in the prior fiscal
year. This increase in shipments resulted from production sales under a number
of defense contracts for Digital Frequency Discriminators (DFD's) for foreign
applications and precision ranging subsystems (PRSS) for U.S. Government
applications. These products were part of the rise in defense orders in the
Company's backlog the last fiscal year. Space and Defense shipments are expected
to range between $7.0 and $7.5 million per quarter for the remainder of fiscal
2003.
Gross Profit. Cost of sales consists primarily of engineering design costs,
material, material fabrication costs, assembly costs, direct and indirect
overhead, and test costs. Gross profit for the first quarter of fiscal 2003 was
$5.4 million (26.4% of net sales), up slightly from $5.1 million (34.2% of net
sales) for the quarter of the prior year. The decrease in gross margin as a
percent of sales is a result of the negative gross margin at Anaren Europe due
to the low level of post-fire sales the Company is currently experiencing. The
downsizing that occurred at Anaren Europe in quarter one should help to improve
future gross margins, but a significant improvement in gross margins will only
occur with a rise in sales volume at this subsidiary and at the Company's other
subsidiaries.
Marketing. Marketing expenses consist mainly of employee related expenses,
commissions paid to sales representatives, trade show expenses, advertising
expenses and related travel expenses. Marketing expenses increased 14.1% to $1.7
million (8.5% of net sales) for the first quarter of fiscal 2003 from $1.5
million (10.1% of net sales) for the first quarter of fiscal 2002. Marketing
expense increased due to the addition of new east and west coast marketing
offices and the marketing expenses associated with the Company's acquired
businesses, Amitron and Anaren Europe.
Research and Development. Research and development expenses consist of material
and salaries and related overhead costs of employees engaged in ongoing
research, design and development activities associated with new products and
technology development. Research and development expenses increased 21.5% to
$1.4 million (6.8% of net sales) in the first quarter of fiscal 2003 from $1.2
million (7.7% of net sales) for the first quarter of fiscal 2002. Research and
development expenditures are supporting further development of wireless
infrastructure products and new wireless networking product opportunities.
Despite the current Wireless market downturn, the Company does not expect to
reduce its current research and development efforts in the near term and is
presently working on a number of new standard wireless products.
General and Administrative. General and administrative expenses consist of
employee related expenses, professional services, and intangible amortization,
travel related expenses and other
17
corporate costs. General and administrative expenses increased 31.3% to $2.3
million (11.3% of net sales) for the first quarter of fiscal 2003 from $1.8
million (11.7% of net sales) for the first quarter of fiscal 2002. General and
administrative expenses increased primarily due to the acquisition of Amitron
and Anaren Europe in September and October 2001 respectfully, which added
$300,000 in expense for the current first quarter. The remaining increase
resulted from additional personnel in the IT function and professional service
costs associated with the Company's bid for Celeritek, Inc. of approximately
$200,000.
Restructuring. In September 2002, the Company recorded $403,403 of restructuring
charges. The restructuring charges are associated with the Company's
restructuring plan as it relates to its wholly owned subsidiary Anaren Europe,
B.V. The Company's restructuring plan was primarily aimed at reducing the cost
of excess personnel, including termination of 24 employees.
Operating Income: Operating income decreased 164.9% to a loss of $455,000, (2.2%
of net sales) for the first quarter of fiscal 2003 down $1.2 million from a
profit of $701,000 (4.7% of net sales) for the same period in fiscal 2002. On a
reporting segment basis, the Wireless operating loss was $2.1 million for the
first quarter of fiscal 2003, down 171.1% or $1.3 million from $775,000
operating loss in the first quarter of fiscal 2002. The principal reason for the
decrease in Wireless operating income in the first quarter of fiscal 2003
compared to the same period in fiscal 2002 was the acquisition of Anaren Europe,
which is presently rebuilding its sales after a major fire in July 2001. Anaren
Europe had a $1.5 million operating loss in the first quarter due to low sales
volume and the recording of a $403,000 restructuring charge for the cost of
laying off 24 people in September, 2002. The remaining Wireless operating loss
reflects the current lower sales levels at Anaren and its remaining
subsidiaries. Wireless profits are expected to remain depressed at these sales
levels and the Company is taking all available steps and opportunities to reduce
cost wherever possible.
Space and Defense operating income rose $185,000 or 12.5% for the first quarter
of fiscal 2003 compared to the first quarter of fiscal 2002. This increase
resulted from a $850,000 rise in Space and Defense revenues year over year,
which caused better absorption of fixed overhead in the first quarter of fiscal
2003 compared to the previous year. Additionally, cost reduction and efficiency
efforts in this segment were successful in maintaining the overall cost of
operations in fiscal 2003 compared to last year.
Other Income. Other income is primarily interest income received on invested
cash balances. Other income decreased 47.8% to $669,000 (3.3% of net sales) for
the quarter ended September 30, 2002 from $1.3 million (8.5% of net sales) for
the same quarter last year. This decrease was caused mainly by the decline in
market interest rates over the last 12 months brought about by reductions in the
Federal Fund rates. Interest income will fluctuate based on the level of
interest rates and the level of investable cash balances.
Interest Expense: Interest expense represents commitment fees and interest paid
on a deferred obligation. Interest expense for the first quarter of fiscal 2003
was $19,522 (0.1% of net sales) compared to $16,000 (0.1% of net sales) for the
first quarter of fiscal 2002.
Income Taxes: Income tax expense for the first quarter of fiscal 2003 was
$48,000 (0.3% of net sales), representing an effective tax rate of 25%. This
compared to $591,000 (3.9% of net sales) for the first quarter of fiscal 2002,
representing an effective tax rate of 30%. The Company's reduced effective tax
rate is a direct result of the proportion of federally exempt state municipal
bond income and federal tax credit and benefits in relation to the reduced
levels of taxable income.
18
Critical Accounting Policies
The methods, estimates and judgments management uses in applying the Company's
most critical accounting policies have a significant impact on the results
reported in the Company's financial statements. The U.S. Securities and Exchange
Commission has defined the most critical accounting policies as the ones that
are most important to the portrayal of Anaren's financial condition and results,
and requires management to make most difficult and subjective judgments, often
as a result of the need to make estimates of matters that are inherently
uncertain. Based on this definition, the Company's most critical policies
include: valuation of inventory, which impacts cost of sales and gross margin;
the assessment of recoverability of goodwill and other intangible assets, which
impacts write-offs of goodwill and intangibles; and accounting for income taxes,
which impacts valuation allowance and the effective tax rate. Management reviews
the estimates, including, but not limited to, allowance for doubtful accounts,
inventory reserves and income tax valuations on a regular basis and makes
adjustments based on historical experiences, current conditions and future
expectations. The reviews are performed regularly and adjustments are made as
required by current available information. The Company believes these estimates
are reasonable, but actual results could differ from these estimates.
The Company states inventories at the lower of cost or market, using a standard
cost methodology to determine the cost basis for the inventory. This method
approximates actual cost on a first-in-first-out basis. The recoverability of
inventories is based on the types and levels of inventory held, forecasted
demand, pricing, competition and changes in technology. The Company's accounts
receivable represent those amounts which have been billed to our customers but
not yet collected. The Company analyzes various factors including historical
experience, credit worthiness of customers and current market and economic
conditions. The allowance for doubtful accounts balance is established based on
the portion of those accounts receivable which are deemed to be potentially
uncollectible. Changes in judgments on these factors could impact the timing of
costs recognized.
The Company records valuation allowances to reduce deferred tax assets when it
is more likely than not that some portion of the amount may not be realized. The
Company evaluates the need for valuation allowances on a regular basis and
adjust as needed. These adjustments, when made, would have an impact on the
Company's financial statements in the period that they were recorded.
Intangible assets with estimable useful lives are amortized to their residual
values over those estimated useful lives in proportion to the economic benefit
consumed .
Goodwill is tested annually for impairment by the Company at the reporting unit
level, by comparing the fair value of the reporting unit with its carrying
value. Valuation methods for determining the fair value of the reporting unit
include reviewing quoted market prices and discounted cash flows. If the
goodwill is indicated as being impaired (the fair value of the reporting unit is
less than the carrying amount), the fair value of the reporting unit is then
allocated to its assets and liabilities in a manner similar to a purchase price
allocation in order to determine the implied fair value of the reporting unit
goodwill. This implied fair value of the reporting unit goodwill is then
compared with the carrying amount of the reporting unit goodwill and, if it is
less, the Company would then recognize an impairment loss.
The projection of future cash flows for the goodwill impairment analysis
requires significant judgments and estimates with respect to future revenues
related to the assets and the future cash
19
outlays related to those revenues. Actual revenues and related cash flows or
changes in anticipated revenues and related cash flows could result in changes
in this assessment and result in an impairment charge. The use of different
assumptions could increase or decrease the related impairment charge.
Liquidity and Capital Resources
Net cash provided by operations for the three months ended September 30, 2002
and the three months ended September 30, 2001 was $2.1 million and $2.3 million,
respectively. The positive cash flow from operations was due primarily to the
profit before depreciation and the decline in accounts receivable realized
during the quarter in both years.
Net cash used in investing activities consists of funds used to purchase capital
equipment in both years and cash used to purchase the capital stock of Amitron,
Inc. in the first quarter of fiscal 2002.
Capital equipment purchased in the first quarter of fiscal 2003 amounted to $2.1
million, compared to $1.2 million in the first quarter of fiscal 2002.
In the first quarter of fiscal 2002, the Company expended $9.9 million in cash
to purchase all the capital stock of Amitron. Funds for this transaction were
obtained through the proceeds of matured marketable securities in the amount of
$9.6 million.
Net cash used for financing activities was $594,000 in the first quarter of
fiscal 2003 and $513,000 in the first quarter of last year. Cash was used in the
current first quarter of fiscal 2003 for the purchase of 71,800 Treasury shares.
Funds used in the first quarter of last fiscal year consisted of $716,000 used
to pay off the loans of Amitron, Inc., net of $203,000 generated by the exercise
of stock options.
During the remainder of fiscal 2003, the Company's main cash requirements will
be for additions to capital equipment. Capital expenditures, including purchases
of $2.1 million made in the first quarter, are expected to total between $4.0
and $5.0 million for fiscal 2003 (5-6% of sales) and will be funded by existing
cash balances.
At September 30, 2002, the Company had approximately $124.9 million in cash,
cash equivalents, and marketable securities and no debt. For the past seven
years the Company has maintained a guaranteed $10 million revolving line of
credit facility under which it has never borrowed any funds. Effective October
1, 2002, the Company converted this line to a demand line to eliminate the
current annual fee of approximately $38,000. The Company believes that its cash
requirement for the foreseeable future will be satisfied by currently invested
cash balances and expected cash flows from operations.
20
Disclosures About Contractual Obligations and Commercial Commitments
Accounting standards require disclosure concerning the Company's obligation and
commitments to make future payments under contracts, such as debt, lease
agreements, and under contingent commitments, such as debt guarantees. The
Company's obligations and commitments are as follows:
Less
Total than 1 Yr. 2-3 Yrs 4-5 Yrs Over 5 Yrs
----- ---------- ------- ------- ----------
Contractual obligations Payment Due by Period
Operating leases - facilities $5,858,534 $960,224 $1,293,327 $990,531 $2,614,452
Deferred compensation 520,665 65,000 130,000 130,000 195,665
Lines of credit -- -- -- -- --
Forward-Looking Cautionary Statement
In an effort to provide investors a balanced view of the Company's current
condition and future growth opportunities, this Quarterly Report on Form 10-Q
includes comments by the Company's management about future performance. Because
these statements are forward-looking statements pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, management's
forecasts involve risks and uncertainties, and actual results could differ
materially from those predicted in the forward-looking statements. Among the
factors that could cause actual results to differ materially include, but are
not limited to:
o further decline in the general economy, and particularly the wireless
telecommunications sector;
o decreased capital expenditures by wireless service providers;
o loss of one or more of a limited number of original equipment
manufacturers as customers;
o costs associated with potential product recalls;
o unpredictable difficulties or delays in the development of new products;
o the unavailability of component parts and services from a limited number
of suppliers;
o the risks associated with any technological market shifts away from the
Company's technologies and core competencies;
o cancellation of existing contracts or orders, or other declines in demand
for the Company's products;
o difficulties in successfully integrating newly acquired businesses
(including Celeritek Inc. if a transaction were consummated);
o increased pricing pressure and increased competition;
o the failure of wireless customers' annual procurement forecasts to result
in future sales;
o unanticipated impairments of assets and investment values;
o foreign currency fluctuations;
o litigation relating to Anaren's ownership interest in Celeritek, Inc. or a
potential transaction with Celeritek, or involving antitrust, intellectual
property, product warranty, product liability and other issues;
Anaren disclaims any obligation, unless required by law, to update or revise any
forward-looking statement. Readers are advised to carefully review the risk
factors set forth in this quarterly report on form 10-Q and the Company's Annual
Report on Form 10-K filed with the Securities
21
and Exchange Commission to learn more about the various risks and uncertainties
facing Anaren's business and their potential impact on Anaren's revenues and
earnings.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following discusses the Company's possible exposure to market risk related
to changes in interest rates, equity prices and foreign currency exchange rates.
This discussion contains forward-looking statements that are subject to risks
and uncertainties. Results could differ materially from those anticipated in
these forward-looking statements as a result of various factors, including
factors described elsewhere in this quarterly report on Form 10-Q.
As of September 30, 2002, the Company had cash, cash equivalents and marketable
securities of $124.9 million, of which approximately $103.0 million consisted of
highly liquid investments in marketable debt securities and $5.8 million
consisted of marketable equity securities. The marketable debt securities at
date of purchase normally have maturities between one and 18 months, are exposed
to interest rate risk and will decrease in value if market interest rates
increase. A hypothetical decrease in market interest rate of 10.0% from
September 30, 2002 rates, or 0.25%, would have reduced net income and cash flow
by approximately $64,000, or $0.003 per share for the quarter. Due to the
relatively short maturities of the securities and its ability to hold those
investments to maturity, the Company does not believe that an immediate decrease
in interest rates would have a significant effect on its financial condition or
results of operations. Over time, however, declines in interest rates will
reduce the Company's interest income.
The Company currently owns equity investments held for sale with a market value
of approximately $5.8 million. Fluctuations in market value of these securities
are charged to stockholders' equity monthly. A theoretical 10.0% decline in
market value of these securities would result in a $580,000 reduction in
stockholders' equity.
All of the Company's sales from its domestic U.S. subsidiaries to foreign
customers are denominated in United States dollars and, accordingly are not
exposed to foreign currency exchange risk. Sales of the Company's Netherlands
subsidiary, Anaren Europe, are denominated in Euros to European customers and
United States dollars to U.S. customers. Sales to U.S. customers by Anaren
Europe denominated in United States dollars would be subject to currency
exchange losses. At present, due to the fire at Anaren Europe, sales of that
subsidiary to U.S. customers in U.S. dollars subject to possible currency losses
are less than $100,000 per quarter and thus any possible losses due to currency
fluctuations would not be material to the operating results of the Company until
such time as Anaren Europe's sales increase significantly.
22
Item 4: Controls and Procedures
Within the 90 days prior to the filing date of this Quarterly Report, the
Company carried out an evaluation, under the supervision and with the
participation of the company's management, including Lawrence A. Sala (the
Company's President, Chief Executive Officer and Chairman) and Joseph E.
Porcello (its Vice President of Finance and Treasurer), of the effectiveness of
the design and operation of the company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, Messrs. Sala
and Porcello concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) required to be included in the
Company's periodic SEC filings. There have not been any significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation, including any
corrective actions with regard to significant deficiencies or material
weaknesses (as no such deficiencies or weaknesses were discovered in the course
of the evaluation).
23
Item 5. Submission of Matters to a Vote of Security Holders
None.
Item 6. Exhibits and Reports on Form 8-K
Item 6(a) Exhibits
99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Item 6(b) Reports on Form 8-K
None.
24
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.
Anaren Microwave, Inc.
-----------------------------------
(Registrant)
Date: October 23, 2002 S/Lawrence A. Sala
-----------------------------------
Lawrence A.Sala
President & Chief Executive Officer
Date: October 23, 2002 S/Joseph E. Porcello
-----------------------------------
Joseph E. Porcello
Vice President of Finance and Treasurer
25
CERTIFICATIONS
I, Lawrence A. Sala , certify that:
1. I have reviewed this quarterly report on Form 10-Q of Anaren Microwave, Inc.;
2. based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. the registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. the registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. the registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: October 23, 2002
S/Lawrence A. Sala
----------------------------------
Lawrence A. Sala
President, Chief Executive Officer
(Principal Executive Officer)
26
I, Joseph E. Porcello, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Anaren Microwave, Inc.;
2. based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. the registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. the registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. the registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: October 23, 2002
S/Joseph E. Porcello
---------------------------------------
Joseph E. Porcello
Vice President of Finance and Treasurer
(Principal Financial Officer)
27