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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 March 31, 2003
|_| 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, 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 (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: 315-432-8909
- --------------------------------------------------------------------------------
(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 April 28,
2003 was 22,235,620.
ANAREN, INC.
INDEX
PART I - FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of 3
March 31, 2003 and June 30, 2002 (unaudited)
Consolidated Condensed Statements of Operations 4
for the Three Months Ended March 31,
2003 and 2002 (unaudited)
Consolidated Condensed Statements of Operations 5
for the Nine Months Ended March 31, 2003
and 2002 (unaudited)
Consolidated Condensed Statements of Cash Flows 6
for the Nine Months Ended March 31,
2003 and 2002 (unaudited)
Notes to Consolidated Condensed Financial 7
Statements (unaudited)
Item 2. Management's Discussion and Analysis 16
of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 28
Item 4. Controls & Procedures 29
PART II - OTHER INFORMATION
Item 5. Submission of Matters to a Vote of Security Holders 29
Item 6. Exhibits and Reports on Form 8-K 29
Officer Certifications 31 - 32
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ANAREN, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
March 31, 2003 and June 30, 2002
Unaudited
Assets March 31, 2003 June 30, 2002
------ -------------- -------------
Current assets:
Cash and cash equivalents $ 11,038,540 $ 12,565,424
Securities available for sale (note 5) 5,876,585 3,820,942
Securities held to maturity (note 5) 87,473,276 98,955,299
Receivables, less allowance
of $224,000 and $529,000,
respectively 11,478,590 13,106,583
Inventories (note 6) 17,046,371 20,119,433
Interest and other receivables 1,029,128 1,206,396
Refundable income taxes 551,888 --
Deferred income taxes 1,088,277 1,356,294
Other current assets 1,240,411 1,130,173
------------ ------------
Total current assets 136,823,066 152,260,544
------------ ------------
Securities held to maturity 23,717,260 9,564,558
Property, plant and equipment,
net (note 7) 26,303,346 26,592,375
Patents, net of accumulated
amortization of $269,516 at
March 31, 2003
and $215,613 at June 30, 2002 (note 2) 305,450 359,353
Goodwill (note 2) 30,715,861 30,715,861
Other intangible assets, net of
accumulated amortization
of $677,141 at March 31, 2003
and $356,390 at June 30, 2002 (note 2) 1,772,859 2,093,610
------------ ------------
$219,637,842 $221,586,301
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 3,914,915 $ 5,046,048
Accrued expenses (note 8) 3,481,843 3,297,207
Customer advance payments -- 244,831
Other current liabilities (note 10) 238,975 185,725
------------ ------------
Total current liabilities 7,635,733 8,773,811
Deferred income taxes 1,706,014 1,357,359
Postretirement benefit obligation 1,440,085 1,440,085
Other liabilities (note 10) 443,379 461,808
------------ ------------
Total liabilities 11,225,211 12,033,063
------------ ------------
Stockholders' equity:
Common stock of $.01 par value
Authorized 200,000,000 shares; issued
25,685,342 shares
at March 31, 2003 and 25,636,442 at
June 30, 2002 256,853 256,364
Additional paid-in capital 169,021,991 168,901,645
Unearned compensation (558,788) (1,086,669)
Accumulated other comprehensive loss (71,531) (828,061)
Retained earnings 46,745,862 47,082,597
------------ ------------
215,394,387 214,325,876
Less cost of 3,449,722 and
3,177,822 treasury shares
at March 31, 2003 and
June 30, 2002 6,981,756 4,772,638
------------ ------------
Total stockholders' equity 208,412,631 209,553,238
------------ ------------
$219,637,842 $221,586,301
============ ============
See accompanying notes to consolidated condensed financial statements.
3
ANAREN, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
Three Months Ended
March 31, 2003 and 2002
(Unaudited)
2003 2002
---- ----
Net sales $19,188,954 $19,821,239
Cost of sales 14,161,052 13,450,520
----------- -----------
Gross profit 5,027,902 6,370,719
----------- -----------
Operating expenses:
Marketing 1,638,952 1,978,719
Research and development 1,789,137 1,776,950
General and administrative 2,115,566 2,064,534
Impairment loss (note 3) 680,822 --
Restructuring (note 9) 295,706 --
----------- -----------
Total operating expenses 6,520,183 5,820,203
----------- -----------
Operating income (loss) (1,492,281) 550,516
Other income, primarily interest 530,665 735,623
Interest expense (10,493) (24,811)
----------- -----------
Income (loss) before income taxes (972,109) 1,261,328
Income tax expense (benefit) (14,000) 265,000
----------- -----------
Net income (loss) $ (958,109) $ 996,328
=========== ===========
Basic earnings (loss) per share $(0.04) $0.04
====== =====
Diluted earnings (loss) per share $(0.04) $0.04
====== =====
Shares used in computing net
earnings (loss)
Basic 22,224,562 22,349,444
=========== ===========
Diluted 22,224,562 23,095,668
=========== ===========
See accompanying notes to consolidated condensed financial statements.
4
ANAREN, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
Nine Months Ended
March 31, 2003 and 2002
(Unaudited)
March 31, 2003 March 31, 2002
-------------- --------------
Net sales $60,497,965 $52,067,409
Cost of sales 44,508,040 36,097,885
----------- -----------
Gross profit 15,989,925 15,969,524
----------- -----------
Operating expenses:
Marketing 5,024,835 5,346,950
Research and development 4,717,945 4,521,313
General and administrative 6,812,668 5,906,692
Fire related (note 1) -- 711,400
Impairment loss (note 3) 680,822 --
Restructuring (note 9) 699,109 --
----------- -----------
Total operating expenses 17,935,379 16,486,355
----------- -----------
Operating loss (1,945,454) (516,831)
Other income, primarily interest 1,840,896 3,027,950
Interest expense (40,177) (109,950)
----------- -----------
Income (loss) before income taxes (144,735) 2,401,169
Income tax expense 192,000 382,000
----------- -----------
Income (loss) before
extraordinary item (336,735) 2,019,169
Extraordinary item - gain on
acquisition (note 1) -- 3,407,244
----------- -----------
Net income (loss) $ (336,735) $ 5,426,413
=========== ===========
Basic earnings per share:
Income (loss) before
extraordinary item $(0.02) $0.09
Extraordinary item - gain
on acquisition 0.00 0.15
------ -----
Net income (loss) $(0.02) $0.24
====== =====
Diluted earnings per share:
Income (loss) before
extraordinary item $(0.02) $0.09
Extraordinary item - gain
on acquisition 0.00 0.15
------ -----
Net income (loss) $(0.02) $0.24
====== =====
Shares used in computing net
earnings (loss) per share:
Basic 22,286,339 22,311,591
=========== ===========
Diluted 22,286,339 23,130,889
=========== ===========
See accompanying notes to consolidated condensed financial statements.
5
ANAREN, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
Nine Months Ended
March 31, 2003 and 2002
(Unaudited)
Cash flows from operating activities: March 31, 2003 March 31, 2002
-------------- --------------
Net income (loss) $ (336,735) $ 5,426,413
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation 3,793,310 2,743,649
Amortization of intangibles 374,654 303,375
Deferred income taxes 616,672 (1,037,153)
Unearned compensation 527,881 477,530
Tax benefit from exercise of
stock options -- 130,203
Gain on Acquisition (note 1) -- (3,407,244)
Impairment loss (note 3) 680,822 --
Changes in operating assets
and liabilities, net of
acquisition:
Receivables 1,627,993 (801,851)
Inventories 3,073,062 300,111
Insurance receivable -- 10,730,852
Interest and other
receivables 177,268 (123,433)
Other current assets (662,126) 703,631
Accounts payable (1,131,133) 143,590
Accrued expenses 184,636 (1,300,759)
Customer advance payments (244,831) (522,371)
Other liabilities 34,821 85,833
Postretirement benefit
obligation -- 76,499
----------- ------------
Net cash provided by
operating activities 8,716,294 13,928,875
----------- ------------
Cash flows from investing
activities:
Capital expenditures (4,185,103) (7,179,434)
Net maturities (purchases) of
marketable debt and equity
securities (4,026,957) 6,074,335
Purchase of businesses, net of
cash acquired -- (12,073,362)
----------- ------------
Net cash used in investing
activities (8,212,060) (13,178,461)
----------- ------------
Cash flows from financing activities:
Net payments on long term debt -- (1,431,226)
Stock options exercised 120,835 391,269
Purchase of treasury stock (2,209,118) --
----------- ------------
Net cash used in financing
activities (2,088,283) (1,039,957)
----------- ------------
Effect of exchange rates 57,165 (333,539)
Net decrease in cash
and cash equivalents (1,526,884) (623,082)
Cash and cash equivalents at
beginning of period 12,565,424 11,748,542
----------- ------------
Cash and cash equivalents at
end of period $11,038,540 $ 11,125,460
=========== ============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash Paid During the Period For:
Interest $ 40,177 $ 109,950
=========== ============
Income taxes, net of refunds $ 750,000 $ 1,057,200
=========== ============
See accompanying notes to consolidated condensed financial statements.
6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
The consolidated condensed financial statements are unaudited 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 nine months ended March 31,
2003 are not necessarily indicative of the results for the entire fiscal year
ending June 30, 2003, or any future interim period.
On December 16, 2002, at a Special Meeting of Shareholders, the Company's
shareholders approved the creation of a holding company structure in which the
Company's operating assets would be transferred to a newly formed, wholly owned,
subsidiary and authorized an amendment to the Company's Certificate of
Incorporation to change the name of the Company from Anaren Microwave, Inc. to
Anaren, Inc. The name change to Anaren, Inc. became effective on December 20,
2002 and the Company's operating assets were transferred to a wholly owned
subsidiary (named Anaren Microwave, Inc.) effective December 31, 2002.
The income tax rates utilized for interim financial statement purposes for the
nine months ended March 31, 2003 and 2002 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 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.
7
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 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 resulting negative goodwill
served to reduce the fair value of purchased equipment to zero with the
remaining excess recognized as an extraordinary gain.
The 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
==========
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
8
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 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 Nine Months Ended
------------------------ ------------------------
March 31 March 31 March 31 March 31
2003 2002 2003 2002
-------- -------- -------- --------
Net sales $19,188,954 $19,821,239 $60,497,965 $54,399,721
Insurance recoveries -- -- -- 15,999,972
Net income (loss) (958,109) 996,328 (336,735) 10,867,613
Earnings (loss) per share:
Basic $(0.04) $0.04 $(0.02) $0.49
Diluted $(0.04) $0.04 $(0.02) $0.47
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 $15,999,972 for the three and nine months ended March 31, 2002.
The pro forma information reflects no goodwill amortization for the three and
nine months ended March 31, 2003 and 2002 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:
9
INTANGIBLE ASSETS:
Intangible assets as of March 31, 2003 are as follows:
Gross Carrying Accumulated
Amount Amortization
-------------- ------------
Patent $ 574,966 $269,516
Customer Base 1,350,000 356,250
Trade Name 320,000 168,891
Non-Competition Agreements 180,000 57,000
Favorable Lease 600,000 95,000
---------- --------
Total $3,024,966 $946,657
========== ========
Intangible asset amortization expense for the nine month period ended March 31,
2003 and 2002 aggregated $374,654 and $303,375, 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 nine month period ended
March 31 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 March 31, 2003
and 2002, respectively $30,715,861 $30,715,861
=========== ===========
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.
NOTE 3: Impairment of Long - Lived Assets
As a result of the historical and continuing operating losses and negative cash
flow at the Anaren Europe printed circuit board facility, and the continuing
weakness in the
10
wireless infrastructure market, it was determined at the end of the third
quarter to significantly downsize this operation. In conjunction with this
reorganization and due to continued negative cash flow projections after the
restructuring, the Company performed a FASB 144 evaluation to determine if the
fixed assets used by Anaren Europe were subject to an impairment loss. Due to
the continuing negative cash flow it was determined that a possible impairment
existed and as a result, the Company had an independent appraisal done of the
assets of Anaren Europe. The basis of this appraisal was current market value in
an arms length transaction between a willing buyer and seller in an unforced
sale. An impairment loss of $680,822 was identified, which was recorded as a
charge in the statement of operations under the caption "Impairment Loss" for
the three months and nine months ended March 31, 2003. Additionally, Anaren
Europe is part of the Company's wireless segment, and the charge was also
reflected in the wireless segment results included in footnote 11 to the
financial statements for the quarter ended March 31, 2003.
NOTE 4: Stock-Based Compensation
The Company measures compensation expense for its stock option-based employee
compensation plans using the intrinsic value method. The following table sets
forth the pro forma effect of these plans as if the fair value-based method had
been used to measure compensation expense.
Three months ended Three months ended Nine months ended Nine months ended
March 31, 2003 March 31, 2002 March 31, 2003 March 31, 2002
------------------ ------------------ ----------------- -----------------
Net income (loss) $ (958,109) $ 996,328 $ (336,735) $ 5,426,413
Fair value-based stock based
compensation cost, net of tax 2,190,454 2,209,442 6,571,361 6,628,325
----------- ----------- ----------- -----------
Pro forma net loss $(3,148,563) $(1,213,114) $(6,908,096) $(1,201,912)
=========== =========== =========== ===========
Net income (loss) per share:
Basic $ (0.04) $ 0.04 $ (0.02) $ 0.24
Diluted $ (0.04) $ 0.04 $ (0.02) $ 0.24
Pro forma net loss per share:
Pro forma basic $ (0.14) $ (0.05) $ (0.31) $ (0.05)
Pro forma diluted $ (0.14) $ (0.05) $ (0.31) $ (0.05)
NOTE 5: Marketable Securities
Marketable securities are summarized as follows:
March 31 June 30
-------- -------
Marketable debt securities -
held-to-maturity $111,190,536 $108,519,857
Marketable equity securities -
available for sale 5,876,585 3,820,942
------------ ------------
Total 117,067,121 112,340,799
Current portion 93,349,861 102,776,241
------------ ------------
Long term $ 23,717,260 $ 9,564,558
============ ============
11
NOTE 6: Inventories
Inventories are summarized as follows:
March 31 June 30
-------- -------
Component parts $ 9,664,724 $11,368,156
Work in process 6,303,256 6,179,545
Finished goods 3,017,573 4,821,732
----------- -----------
18,985,553 22,369,433
Reserve for obsolescence (1,939,182) (2,250,000)
----------- -----------
Net inventory $17,046,371 $20,119,433
=========== ===========
NOTE 7: Property, Plant and Equipment
Property, plant and equipment are summarized as follows:
March 31 June 30
-------- -------
Land and land improvements $ 1,595,821 $ 1,595,821
Buildings, furniture and fixtures 12,818,206 12,258,796
Machinery and equipment 49,404,946 47,720,881
----------- -----------
$63,818,973 $61,575,498
Less accumulated depreciation
and amortization 37,515,627 34,983,123
----------- -----------
$26,303,346 $26,592,375
=========== ===========
NOTE 8: Accrued Expenses
Accrued expenses consist of the following:
March 31 June 30
-------- -------
Compensation $1,090,546 $1,045,085
Commissions 613,632 573,325
Accrued pension cost 657,984 535,874
Income taxes -- 530,857
Health insurance 551,732 330,177
Restructuring (note 9) 241,312 --
Other 326,637 281,889
---------- ----------
$3,481,843 $3,297,207
========== ==========
12
NOTE 9: Restructuring
The following is a rollforward of the balance of accrued restructuring
charges since our last filing for the quarterly period ended December 31,
2002. The Company recorded restructuring charges of $403,403 in September,
2002 for its Anaren Europe subsidiary and $295,706 in March 2003 for its
RF Power subsidiary. The Company's restructuring plans were primarily
aimed at reducing excess personnel including the termination of 40
employees.
Balance Balance
December 31, Restructuring Cash March 31,
2002 Costs Payments 2003
------------ ------------- -------- ---------
Severance payment $13,692 $295,706 ($68,086) $241,312
Outplacement services
and others 69,479 0 (69,479) 0
------- -------- --------- --------
Total $83,171 $295,706 ($137,565) $241,312
======= ======== ========= ========
All terminations and termination benefits were communicated to the
affected employees prior to the quarter ended September 30, 2002 for
Anaren Europe and prior to the quarter ended March 31, 2003 for RF Power,
and severance benefits are expected to be paid in full over the next
twelve months. Under the restructurings, 40 employees were terminated. At
March 31, 2003, outstanding liabilities related to the restructuring
totaled $241,312 and are included in accrued expenses in the accompanying
Balance Sheets.
NOTE 10: Other Liabilities
Other liabilities consist of the following:
March 31 June 30
-------- -------
Deferred compensation $508,379 $526,808
Other 173,975 120,725
-------- --------
682,354 647,533
Less current portion 238,975 185,725
-------- --------
$443,379 $461,808
======== ========
NOTE 11: Net (loss) Income Per Share
Basic income (loss) per share is based on the weighted average number of
common shares outstanding. Diluted income (loss) 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 (loss) per share does not include antidilutive shares aggregating
2,417,300 and 2,261,400 at March 31, 2003 and 2002, 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.
13
The following table sets forth the computation of basic and fully diluted
earnings per share:
Three Months Ended Nine Months Ended
March 31 March 31
--------------------- --------------------
Numerator: 2003 2002 2003 2002
---- ---- ---- ----
Earnings (loss) available to
common stockholders $ (958,109) $ 996,328 $ (336,735) $ 5,426,413
=========== =========== =========== ===========
Denominator:
Denominator for basic earnings
per share:
Weighted average shares outstanding 22,224,562 22,349,444 22,286,339 22,311,591
=========== =========== =========== ===========
Denominator for diluted earnings
per share:
Weighted average shares outstanding 22,224,562 22,349,444 22,286,339 22,311,591
Common stock options
and restricted stock -- 746,224 -- 819,298
----------- ----------- ----------- -----------
Weighted average shares and conversions 22,224,562 23,095,668 22,286,339 23,130,889
=========== =========== =========== ===========
NOTE 12: 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
defense electronics and satellite communications markets. The revenue
disclosures for the Company's reportable segments depict products that are
similar in nature.
14
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:
March 31, 2003 $11,888,245 7,300,709 -- $ 19,188,954
March 31, 2002 $13,350,657 6,470,582 -- $ 19,821,239
Nine months ended
March 31, 2003 $38,312,902 22,185,063 -- $ 60,497,965
March 31, 2002 $32,506,281 19,561,128 -- $ 52,067,409
Operating income (loss):
Three months ended:
March 31, 2003 (3,070,750) 1,578,469 -- (1,492,281)
March 31, 2002 (1,498,856) 2,049,372 -- 550,516
Nine months ended:
March 31, 2003 (6,708,070) 4,762,616 -- (1,945,454)
March 31, 2002 (5,673,872) 5,157,041 -- (516,831)
Goodwill and intangible assets:
March 31, 2003 32,794,170 -- -- 32,794,170
June 30, 2002 33,168,824 -- -- 33,168,824
Identifiable assets:*
March 31, 2003 15,005,681 13,519,379 158,318,612 186,843,672
June 30, 2002 19,147,586 14,096,923 155,172,968 188,417,477
Depreciation:**
Three months ended:
March 31, 2003 882,562 392,068 -- 1,274,630
March 31, 2002 646,813 290,582 -- 937,395
Nine months ended:
March 31, 2003 2,657,852 1,135,458 -- 3,793,310
March 31, 2002 1,828,156 915,493 -- 2,734,649
Intangibles amortization:***
Three months ended:
March 31, 2003 124,885 -- -- 124,885
March 31, 2002 124,884 -- -- 124,884
Nine months ended:
March 31, 2003 374,654 -- -- 374,654
March 31, 2002 303,375 -- -- 303,375
* 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.
15
** 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.
*** Amortization of 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 and nine month periods ended March 31,
2003 and its financial condition at March 31, 2003. 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 March 31, 2003 and June 30, 2002, and the consolidated
results of operations and cash flows of the Company for the nine months ended
March 31, 2003 and 2002.
On December 16, 2002, at a Special Meeting of Shareholders, the Company's
shareholders approved the creation of a holding company structure in which the
Company's operating assets would be transferred to a newly formed, wholly owned,
subsidiary and authorized an amendment to the Company's Certificate of
Incorporation to change the name of the Company from Anaren Microwave, Inc. to
Anaren, Inc. The name change to Anaren, Inc. became effective on December 20,
2002 and the Company's operating assets were transferred to a wholly owned
subsidiary (named Anaren Microwave, Inc.) effective December 31, 2002.
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
16
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.
Effective October 1, 2001 the Company acquired all of the outstanding capital
stock of 5M (now known as Anaren Europe), 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 continues
its efforts to rebuild 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
and repairing the facility and equipment damaged in the fire, and to recognize
the replacement cost for inventory and equipment destroyed by the fire.
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. A
General Manager and additional staff have been hired for the facility which
began light manufacturing and assembly at this location during the second
quarter of fiscal 2003. In February of 2003, the Suzhou subsidiary exercised its
option to lease the 12,000 square foot second floor this facility to support
additional anticipated future assembly needs in China. It is anticipated that
this facility will serve all of the Company's Asian customers. Additionally, it
is expected that this location will be used to facilitate procurement of raw
materials in China, when possible, for the Company's other subsidiaries.
In September 2002, as a result of the loss of customers 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
17
the income statement for the nine months ended March 31, 2003, and has been paid
in full during the first nine months of fiscal 2003.
In March 2003, as a result of the continuing low level of business at the
Company's RF Power subsidiary, the decision was made to downsize the workforce
at that facility. Sixteen people were subsequently terminated at a cost of
$295,706, which has been recognized as a separate restructuring charge in the
income statements for the three and nine months ended March 31, 2003. This
restructuring charge will be paid in full over the next twelve months.
As a result of the historical and continuing operating losses and negative cash
flow at the Anaren Europe printed circuit board facility and the continuing
weakness in the wireless infrastructure market, it was determined at the end of
the third quarter to significantly downsize this operation. In April 2003, in
conjunction with this reorganization and due to continued negative cash flow
projections after the restructuring, the Company performed a FASB 144 evaluation
to determine if the fixed assets used by Anaren Europe were subject to an
impairment loss. Based on the results of the evaluation, it was determined that
a possible impairment existed and the Company had an independent appraisal done
of the assets of Anaren Europe. The basis of this appraisal was current market
value in an arms length transaction between a willing buyer and seller in a
non-force sale. An impairment loss of $680,822 was identified and was recorded
as a charge in the income statements under the caption "Impairment Loss" for the
three months and nine months ended March 31, 2003. Anaren Europe is part of the
Company's wireless segment, and the charge was also reflected in the wireless
segment results included in footnote 11 to the financial statements for the
quarter ended March 31, 2003.
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, 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 that the proposal "is not in the best interests of Celeritek
shareholders." The Company has taken no further action regarding its equity
position in Celeritek or its offer to purchase all of the outstanding shares of
Celeritek since learning of Celeritek's rejection on September 25, 2002. Anaren
intends to continue 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.
The Company's original investment in Celeritek common stock averaged
approximately $8.47 a share and totaled $6.6 million. During the nine month
reporting period ended March 31, 2003 the market value of Celeritek common stock
has fluctuated substantially, and the stock has at times traded above the cost
of the Company's investment. This investment had a market value at March 31,
2003 of approximately $5.9 million, a decline of $710,000. The Company considers
this to be a temporary decline in market value and it has been recorded as a
charge to other comprehensive loss in the shareholders' equity section of the
balance sheet at March 31, 2003. If, at a future date, this drop in market value
is determined to be other than temporary, then the decline in value, including
the amount previously charged as other comprehensive loss to shareholders
equity, would at that time be recognized as a loss in the current period income
statement.
Based on the continued weak wireless market conditions and the recent financial
performance of the Company, the Company anticipates further restructuring in the
fourth quarter to reduce its operating expenses and enhance its financial
performance. Specifically, the Company expects to
18
recognize a restructuring charge of approximately $1.2 million for additional
workforce reductions. These and prior 3rd quarter personnel reductions, coupled
with other aggressive cost savings activities are expected to reduce annual
operating expenses by approximately $6.5 million.
Net sales for the third quarter ended March 31, 2003 were $19,189,000, down 3.2%
from net sales of $19,821,000 for the same period in fiscal 2002. The Company
recorded a loss of $(958,000), or $(0.04) per diluted share, for the third
quarter of fiscal 2003, compared to net income of $996,000, or $0.04 per diluted
share, for the same quarter last year.
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 Nine Months Ended
Mar. 31, 2003 Mar. 31, 2002 Mar. 31, 2003 Mar. 31, 2002
------------- ------------- ------------- -------------
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 73.8% 67.9% 73.6% 69.3%
----- ----- ----- -----
Gross profit 26.2% 32.1% 26.4% 30.7%
----- ----- ----- -----
Operating expenses:
Marketing 8.6% 10.0% 8.3% 10.3%
Research and development 9.3% 8.9% 7.8% 8.7%
General and administrative 11.0% 10.4% 11.2% 11.3%
Impairment loss 3.6% -- 1.1% --
Restructuring 1.5% -- 1.2% --
Fire related 0.0% 0.0% 0.0% 1.4%
----- ----- ----- -----
Total operating expenses 34.0% 29.3% 29.6% 31.7%
----- ----- ----- -----
Operating income (loss) (7.8%) 2.8% (3.2%) (1.0%)
----- ----- ----- -----
Other income (expense):
Other, primarily interest income 2.8% 3.7% 3.1% 5.8%
Interest expense (0.1%) (0.1%) (0.1%) (0.2%)
----- ----- ----- -----
Total other income (expense), net 2.7% 3.6% 3.0% 5.6%
----- ----- ----- -----
Income (loss) before income taxes
and extraordinary item (5.1%) (6.4%) (0.2%) 4.6%
Income taxes (0.1%) 1.4% 0.3% 0.7%
----- ----- ----- -----
Income (loss) before extraordinary item (5.0%) (5.0%) (0.5%) 3.9%
Extraordinary item - gain on acquisition 0.0% 0.0% 0.00% 6.5%
----- ----- ----- -----
Net income (loss) (5.0%) 5.0% (0.5%) 10.4%
===== ===== ===== =====
19
The following table summarizes the Company's net sales by operating segments for
the periods indicated. Amounts are in thousands.
Three Months Ended Nine Months Ended
March 31 March 31
------------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
Wireless $11,888 $13,350 $38,313 $32,506
Space and Defense 7,301 6,471 22,185 19,561
------- ------- ------- -------
$19,189 $19,821 $60,498 $52,067
======= ======= ======= =======
Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002
Net sales. Net sales decreased $632,000, or 3.21%, to $19.2 million for the
three months ended March 31, 2003, compared to $19.8 million for the third
quarter of the previous fiscal year. This decrease resulted from a $1.5 million
(10.9%) drop in shipments of wireless infrastructure products and a $830,000
(12.8%) increase in sales of Space and Defense products.
The decrease in sales of Wireless products, which consist of standard surface
mount components and custom subassemblies for use in building wireless base
station equipment, was the result of a slight general decline in customer demand
for wireless infrastructure products during the current third quarter, compared
to the first two quarters in fiscal 2003 and the third quarter of last year.
Wireless product and customer lead times remain very short, resulting in little
or no visibility going forward. Given this ongoing situation, the Company
expects Wireless sales to remain at or below current levels in the remainder of
fiscal 2003.
Space and Defense products consist of custom components and assemblies for
communication satellites and defense radar and countermeasure subsystems for the
military. Sales in the Space and Defense group rose $830,000, or 12.8%, in the
third 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 (DFDs) and Digital RF
Memories (DRFMs) for foreign applications, radar antenna feed networks 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 over
the last fiscal year. Space and Defense shipments are expected to range between
$6.0 and $7.0 million per quarter for the remainder of fiscal 2003 and the first
half of fiscal 2004, as backlog in this group has declined slightly with the
final shipments under the Spaceway program.
Gross Profit. Cost of sales consists primarily of engineering design costs,
materials, material fabrication costs, assembly costs, direct and indirect
overhead, and test costs. Gross profit for the third quarter of fiscal 2003 was
$5.0 million (26.2% of net sales), down $1.4 million from $6.4 million (32.1% of
net sales) for the same quarter of the prior year. The drop in gross margin as a
percent of net sales in quarter three is a result of the decline in sales levels
compared to the third quarter last year, and to continuing pricing pressure from
wireless customers which has resulted in lower average sales prices year over
year. The Company is continuing its cost cutting programs and has reduced its
personnel levels through restructuring and attrition by 61 people, or 10%, over
the first nine months of this fiscal year. These ongoing cost cutting efforts
should help to improve future gross margins, but any significant improvement in
gross margins will most likely occur only with a rise in sales volume.
20
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 decreased 17.1% to $1.6
million (8.6% of net sales) for the third quarter of fiscal 2003 from $2.0
million (10.0% of net sales) for the third quarter of fiscal 2002. Marketing
expense declined in the third quarter due to a budgeted decline in advertising
expenditures in the current fiscal year compared to 2002 and the reassignment of
some marketing personnel to other company functions.
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 were $1.8 million
(9.3% of net sales) in the third quarter of fiscal 2003, unchanged from $1.8
million (8.9% of net sales) for the third quarter of fiscal 2002. Research and
development expenditures are supporting further development of wireless
infrastructure products and new wireless networking product opportunities.
Despite the continuing wireless market downturn, the Company does not expect to
significantly 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 corporate costs. General and administrative
expenses increased 2.5% to $2,115,000 (11.0% of net sales) for the third quarter
of fiscal 2003 from $2,065,000 million (10.4% of net sales) for the third
quarter of fiscal 2002. All of the $51,000 increase in the third quarter, was
related to the Company's new operation in China.
Impairment loss. In conjunction with the reorganization of Anaren Europe in
April 2003, the Company performed a FASB 144 evaluation to determine if the
fixed assets used by Anaren Europe were subject to an impairment loss. Due to
continuing negative cash flow in that operation it was determined that a
possible impairment existed, and the Company had an independent appraisal done
of the assets of Anaren Europe. The basis of this appraisal was current market
value in an arms length transaction between a willing buyer and seller in a
non-force sale. A FASB 144 impairment loss of $681,000 was identified, which was
recorded as a charge in the income statements under the caption "Impairment
Loss" for the three months and nine months ended March 31, 2003.
Restructuring. In March 2003, the Company recorded a restructuring charge of
$296,000 related to the Company's restructuring plan at its RF Power subsidiary.
This plan was primarily aimed at reducing the cost of excess personnel in this
operation and included the termination of 16 employees.
Based on the continued weak wireless market conditions and the recent financial
performance of the Company, the Company anticipates further restructuring in the
fourth quarter to reduce its operating expenses and enhance its financial
performance. Specifically, the Company expects to recognize a restructuring
charge of approximately $1.2 million for additional workforce reductions. These
and prior 3rd quarter personnel reductions, coupled with other aggressive cost
savings activities are expected to reduce annual operating expenses by
approximately $6.5 million.
Operating Income: Operating income decreased $1.4 million in the third quarter
of fiscal 2003 to a loss of $(1.5) million (7.8% of sales), from a profit of
$551,000, (2.8% of net sales), for the third quarter of fiscal 2002. On a
reporting segment basis, the Wireless operating loss was $3.1 million for the
third quarter of 2003, an increase of $1.6 million from the Wireless operating
loss
21
of $1.5 million in the third quarter of 2002. The principal reason for the
increase in the Wireless operating loss in the current third quarter was the
decline in Wireless sales year over year, the $296,000 restructuring charge and
the $681,000 impairment loss recorded in the current quarter. Wireless operating
profit is expected to improve in fiscal 2004 as a result of the fiscal 2003
third and fourth quarter reorganizations and the resulting personnel reductions.
Space and Defense operating income fell $471,000 in the third quarter of fiscal
2003 to $1.6 million compared to $2.0 million in the third quarter of fiscal
2002. This decrease resulted from a change in product mix during the current
third quarter compared to the third quarter last year. This year's third quarter
sales included more military programs, while sales in the third quarter last
year consisted of more profitable commercial space programs.
Other Income. Other income is primarily interest income received on invested
cash balances. Other income decreased 27.9% to $531,000 (2.8% of net sales) for
the quarter ended March 31, 2003, from $736,000 (3.7% 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 third quarter of fiscal 2003
was $10,000 (0.1% of net sales) compared to $25,000 (0.1% of net sales) for the
third quarter of fiscal 2002.
Income Taxes: The tax benefit for the third quarter of fiscal 2003 was $14,000
(0.1% of net sales), representing an effective tax benefit rate of 4.8%. This
compares to income tax expense of $265,000 (1.4% of net sales) for the third
quarter of fiscal 2002, representing an effective tax rate of 21.0%. The
Company's 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 levels of taxable income or loss.
Nine Months Ended March 31, 2003 Compared to Nine Months Ended March 31, 2002
Net Sales. Net sales increased $8.4 million, or 16.2%, to $60.5 million for the
first nine months of fiscal 2003, compared to $52.1 million for the first nine
months of the prior fiscal year. This increase consisted of a $5.8 million
(17.8%) rise in Wireless sales and a $2.6 million (13.4%) increase in shipments
of Space and Defense products.
The $5.8 million increase in fiscal 2003 Wireless sales resulted from a
combination of new acquisitions during fiscal 2002 and increased customer
demand. Wireless sales for the first nine months of fiscal 2003 include a full
nine months of sales for Amitron and Anaren Europe, while the first nine months
of fiscal 2002 included only six months and seven months of sales for Anaren
Europe and Amitron, respectively. These acquisitions resulted in additional
sales in fiscal 2003 of $3.4 million compared to fiscal 2002 nine month sales
levels. Additionally, customer wireless infrastructure demand rose slightly in
the first and second quarters, coming mainly from Asian infrastructure build
outs.
Sales in the Space and Defense group rose $2.6 million, or 13.4%, in the first
nine months of fiscal 2003, compared to the same period in the prior fiscal
year. This increase in shipments resulted from production sales under a number
of defense contracts for Digital Frequency Discriminators (DFDs) and Digital RF
Memories (DRFMs) for foreign applications, radar antenna feed networks, and
precision ranging subsystems (PRSS) for U.S. Government
22
applications. These products were part of the rise in defense orders in the
Company's backlog during the last fiscal year. Space and Defense shipments are
expected to be between $6.8 and $7.3 million for the fourth quarter of fiscal
2003.
Gross Profit. Gross profit for the first nine months of fiscal 2003 was $16.0
million (26.4% of net sales) compared to $16.0 million (30.7% of net sales) for
the first nine months of fiscal 2002. Gross profit as a percent of sales fell in
the current nine months compared to the same period last year due to ongoing
pricing pressure on wireless infrastructure products and to the inclusion of
Anaren Europe for a full three quarters in the current year compared to two
quarters last year. Anaren Europe has been running negative gross profit while
working on rebuilding its sales base due to the fire in its facility in July
2001. The Company continues to implement cost cutting programs and has reduced
its personnel levels over 10% during the first nine months of this year, and
intends to make further reductions in the current fourth quarter. These efforts
should help to improve future margins, but any significant improvement will most
likely occur with a rise in sales volume.
Marketing. Marketing expenses decreased 6.0% to $5.0 million (8.3% of net sales)
in the first nine months of fiscal 2003 compared to $5.3 million (10.3% of net
sales) in the first nine months of fiscal 2002. Budgeted declines in advertising
expenditures in the first nine months of the current year more than offset
increases in other marketing expenses due to the higher sales volume in the
current nine months. Marketing expense is expected to continue at the lower
current levels through the remainder of fiscal 2003.
Research and Development. Research and development expenses increased 4.4% to
$4.7 million (7.8% of net sales) in the first nine months of fiscal 2003 from
$4.5 million (8.7% of net sales) for the first nine months 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 increased 15.3%
to $6.8 million (11.2% of net sales) for the first nine months of fiscal 2003
from $5.9 million (11.3% of net sales) for the first nine months of fiscal 2002.
This increase was due to professional services costs associated with the
Celeritek offer, costs incurred at the new China facility, a full nine months of
general and administrative expenditures for Amitron and Anaren Europe compared
to seven and six months last year, respectively, and reassignment of personnel
from other functions due to the new holding Company structure.
Impairment loss. In conjunction with the reorganization of Anaren Europe in
April 2003, the Company performed a FASB 144 evaluation to determine if the
fixed assets used by Anaren Europe were subject to an impairment loss. Due to
continuing negative cash flow in that operation it was determined that a
possible impairment existed, and the Company had an independent appraisal done
of the assets of Anaren Europe. The basis of this appraisal was current market
value in an arms length transaction between a willing buyer and seller in a
non-force sale. A FASB 144 impairment loss of $681,000 was identified, which was
recorded as a charge in the income statements under the caption "Impairment
Loss" for the three months and nine months ended March 31, 2003.
Restructuring. In September 2002 and March 2003, the Company recorded
restructuring charges of $403,403 and $295,706, respectively. The restructuring
charges are associated with the
23
Company's restructuring plan as it relates to its wholly owned subsidiaries
Anaren Europe and RF Power. The Company's restructuring plans were primarily
aimed at reducing the cost of excess personnel, including termination of 40
employees.
Operating Income. The operating loss increased $1.4 million in the first nine
months of fiscal 2003 to a loss of $1.9 million (3.2% of net sales) from an
operating loss of $517,000 (1.0% of net sales) for the first nine months of
fiscal 2002. On a reporting segment basis, the Wireless operating loss was $6.7
million for the first nine months of fiscal 2003, compared to an operating loss
of $5.7 million in the first nine months of fiscal 2002. The main reason for the
decline in Wireless results in the first nine months of fiscal 2003 was a
combined $300,000 decline in the combined operating income at the Amitron and RF
Power subsidiaries due to the drop in revenue levels at each facility in the
third quarter, and the $681,000 impairment loss at Anaren Europe.
Space and Defense operating income fell $394,000, or 7.6%, for the first three
quarters of fiscal 2003 compared to the first three quarters of fiscal 2002.
This decrease resulted from a change in product mix in the latter half of the
first nine months of fiscal 2003 compared to the same period in fiscal 2002.
This year's first nine months sales included more military programs, while sales
in the first nine months of fiscal 2002 consisted of a higher level of more
profitable commercial space programs.
Other Income. Other income decreased 39.0% to $1.8 million (3.1% of net sales)
for the nine months ended March 31, 2003 from $3.0 million (5.8% of net sales)
for the same nine months 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 for the first nine months of fiscal 2003 was
$40,000 (0.1 % of net sales) compared to $110,000 (0.2% of net sales) for the
first nine months of fiscal 2002.
Income Taxes: Income tax expense for the first three quarters of fiscal 2003 was
$192,000 (0.3% of net sales), compared to $382,000 (0.7% of net sales) for the
first nine months of fiscal 2002. The Company's effective tax rates are a direct
result of the proportion of federally exempt state municipal bond income,
federal tax credits and federal and foreign tax benefits in relation to the
levels of taxable income.
Extraordinary Gain. The extraordinary gain of $3.4 million (6.5% of net sales)
recorded in the second quarter of fiscal 2002 resulted from the purchase of
Anaren Europe. As a result of the fire and the subsequent insurance claim, the
fair value of the Anaren Europe assets at the time of purchase was significantly
higher than the consideration paid by Anaren. This situation resulted in
significant negative goodwill being generated by the transaction, which, under
current accounting convention, was first offset by writing down the acquired
long-lived assets to zero and then by recognizing an "extraordinary gain" of
$3,407,000, or $0.15 per share, in the second quarter and first nine months of
fiscal 2002.
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 those that are
most important to the portrayal of Anaren's financial condition and results, and
require management to make the most difficult and subjective judgments, often as
a result of the need to make estimates of matters that are inherently uncertain.
24
Based on this definition, the Company's most critical policies include:
valuation of inventory, which impacts cost of sales and gross margin; valuation
of allowance for doubtful accounts, which impacts bad debt expense; the
assessment of recoverability of long-lived assets, goodwill and other intangible
assets, which impacts write-offs of long-lived assets, goodwill and intangibles;
and accounting for income taxes, which impacts the 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 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
adjusts as appropriate. 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 over their estimated
useful lives in proportion to the economic benefit consumed.
Long-lived assets with estimated useful lives are depreciated to their residual
values over those useful lives in proportion to the economic value consumed.
Long-lived assets are tested for impairment at the group level, which is usually
an economic unit such as a manufacturing facility or department, which has a
measurable economic output or product. Long-lived assets are tested for
impairment when events or changes in circumstances indicate that the carrying
amount of a long-lived asset is not recoverable and exceeds its fair market
value. This circumstance exists if the carrying amount of the assets in question
exceeds the sum of the undiscounted cash flows expected to result from the use
of the asset. The impairment loss is measured as the amount by which the
carrying amount of a long-lived asset exceeds its fair value as determined by
the discounted cash flow or in the case of negative cash flow, an independent
market appraisal of the asset.
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
25
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 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 nine months ended March 31, 2003 and the
nine months ended March 31, 2002 were $8.7 million and $13.9 million,
respectively. The positive cash flow from operations in the first nine months of
fiscal 2003 was due primarily to the $1.6 million reduction in accounts
receivable and the $3.1 million reduction in inventory during the period. The
positive cash flow from operations in the first nine months of fiscal 2002 was
due mainly to the high income level and the large amount of cash ($10.7 million)
received from the Anaren Europe insurance settlement.
Net cash used in investing activities in fiscal 2003 and 2002 consists mainly of
funds used to purchase capital equipment, net purchases and maturities of
marketable securities and, in fiscal 2002, $12.1 million used to purchase the
capital stock of Amitron and Anaren Europe. Capital equipment placed in service
amounted to $4.2 million in the nine months ended March 31, 2003 compared to
$7.2 million in the first nine months of the previous fiscal year, including
$4.7 million at Anaren Europe.
Net cash used in financing activities in the first nine months of fiscal 2003
was $2.1 million. Of this amount, $121,000 was generated by the exercise of
stock options and $2.2 million was used to repurchase 271,900 shares of the
Company's common stock under an existing repurchase plan previously authorized
by the Board of Directors. Net cash used in financing activities was $1.0
million for the first nine months of fiscal 2002 and consisted of $1.4 million
used to pay off loans of Amitron and Anaren Europe, reduced by $391,000
generated from 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 $4.2 million made in the first nine months, are expected to total
approximately $5.0 million for fiscal 2003 (6% of sales) and are expected to be
funded by existing cash balances.
At March 31, 2003, the Company had approximately $128.1 million in cash, cash
equivalents, and marketable securities, and no debt. For the past six years the
Company has maintained a guaranteed 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 requirements for the
foreseeable future will be satisfied by currently invested cash balances and
expected cash flows from operations.
26
Disclosures About Contractual Obligations and Commercial Commitments
Accounting standards require disclosure concerning the Company's obligations 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:
Payment Due by Period
----------------------------------------------------------------------
Less
Total than 1 Yr. 2-3 Yrs 4-5 Yrs Over 5 Yrs
----- ---------- ------- ------- ----------
Contractual obligations
Operating leases - facilities $5,328,195 $ 813,987 $1,232,597 $ 851,116 $2,430,495
Deferred compensation 508,379 65,000 130,000 130,000 183,379
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. 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 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;
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 timely availability 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 diversion of defense spending away from the Company's products and/or
technologies due to the current war and/or the spread of war beyond Iraq,
and the potential resulting adverse effects on the Company's military
defense business;
o continued difficulties rebuilding Anaren Europe's customer base;
o increased pricing pressure and increased competition;
o the failure of wireless customers' annual procurement forecasts to result
in future sales;
o potential impairments of assets including investment values and goodwill;
o foreign currency fluctuations;
27
o litigation relating to Anaren's ownership interest in Celeritek or a
potential transaction with Celeritek, or litigation or adverse regulatory
action involving antitrust, intellectual property, product warranty,
product liability, tax 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 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 March 31, 2003, the Company had cash, cash equivalents and marketable
securities of $128.1 million, of which approximately $122.2 million consisted of
highly liquid investments in marketable debt securities and $5.9 million
consisted of marketable equity securities. The marketable debt securities at
date of purchase normally have maturities between one and eighteen 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
March 31, 2003 rates, or 0.25%, would have reduced net income and cash flow by
approximately $50,000, or $0.002 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 $5.9 million. Fluctuations in market value of these securities
are presently considered to be temporary and are charged to stockholders' equity
monthly. A theoretical 10.0% decline in market value of these securities would
result in a $590,000 reduction in stockholders' equity. In the future, if the
decline in value of these securities is considered other than temporary, then
the full decline in value experienced to the date of impairment will be
reflected in the then current period income statement.
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.
28
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 and Joseph
E. Porcello, 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).
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
29
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, Inc.
(Registrant)
Date: April 29, 2003 S/ Lawrence A. Sala
-------------------------------------
Lawrence A.Sala
President & Chief Executive Officer
Date: April 29, 2003 S/ Joseph E. Porcello
-------------------------------------
Joseph E. Porcello
Vice President of Finance and Treasurer
30
CERTIFICATIONS
I, Lawrence A. Sala , certify that:
1. I have reviewed this quarterly report on Form 10-Q of Anaren, 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: April 29, 2003
S/ Lawrence A. Sala
-----------------------------------
Lawrence A. Sala
President, Chief Executive Officer
(Principal Executive Officer)
31
I, Joseph E. Porcello, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Anaren, 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: April 29, 2003
S/ Joseph E. Porcello
-----------------------------------
Joseph E. Porcello
Vice President of Finance and Treasurer
(Principal Financial Officer)
32