UNITED STATES 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 December 31, 1995
-----------------
[ ] 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 (Zip Code)
(Address of principal 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 November
10, 1995 was 4,073,042.
ANAREN MICROWAVE, INC.
INDEX
PART I - FINANCIAL INFORMATION Page No.
------------------------------ --------
Item 1. Financial Statement (Unaudited)
Consolidated Balance Sheets 3
December 31, 1995 and July 1, 1995
Consolidated Statements of Earnings 4
Three months ended December 31, 1995 and
December 31, 1994
Consolidated Statements of Earnings - 5
Six months ended December 31, 1995 and
December 31, 1994
Consolidated Statements of Cash Flows - 6
Six months ended December 31, 1995
and December 31, 1994
Notes to Consolidated Condensed Financial
Statements - December 31, 1995 7
Item 2. Management's Discussion and Analysis 10
of Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 4. Submission of matters to a 14
vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K 15
2
ANAREN MICROWAVE, INC.
AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
December 31, 1995 and July 1, 1995
Unaudited
Assets Dec. 31, 1995 July 1, 1995
------ ------------- ------------
Current assets:
Cash and cash equivalents $ 2,916,420 $ 2,139,795
Receivables, less allowance of $13,000 4,672,193 6,112,540
Refundable Income Taxes 330,000 330,000
Inventories 7,129,287 6,853,755
Prepaid expenses 291,564 235,047
------------ ------------
Total current assets 15,339,464 15,671,137
Property, plant and equipment 28,855,181 28,425,703
Less accumulated depreciation and amortization (21,646,838) (20,809,496)
------------ ------------
Net property, plant and equipment 7,208,343 7,616,207
Other assets, net 60,778 77,762
------------ ------------
$ 22,608,585 $ 23,365,106
============ =============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Current installments of long-term debt $ 564,909 $ 712,264
Accounts payable 406,161 705,101
Accrued expenses 442,480 408,060
Provision for losses on contracts 24,403 588,031
------------ ------------
Total current liabilities 1,437,953 2,413,456
Postretirement Benefit Obligation 1,075,834 1,075,834
Long-term debt, less current installments 793,334 1,051,881
------------ ------------
Total liabilities 3,307,121 4,541,171
Stockholders' equity:
Common stock of $.01 par value. Authorized
12,000,000 shares; issued 4,965,316 shares
at December 31, 1995 and 4,850,016 shares
at July 1, 1995 49,653 48,500
Additional paid-in capital 15,457,106 15,057,521
Retained earnings 5,806,782 5,729,991
------------ ------------
21,313,541 20,836,012
Less cost of 892,274 shares in treasury
at December 31, 1995 and July 1, 1995 2,012,077 2,012,077
------------ ------------
Total stockholders' equity 19,301,464 18,823,935
------------ ------------
$ 22,608,585 $ 23,365,106
============ ============
See accompanying notes to consolidated condensed financial statements.
3
ANAREN MICROWAVE, INC.
AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
Unaudited
For the Quarter Ended:
Dec. 31, 1995 Dec. 31, 1994
(Current Year) (Preceding Year)
-------------- ----------------
Net Sales $4,441,629 $ 2,955,363
Costs and expenses
Costs of sales 2,745,411 2,558,220
Provision for losses on contracts --- 1,050,000
Marketing, including sales commissions 798,514 768,116
General and administrative 533,325 535,438
Research and development 375,629 157,067
Restructuring --- 360,000
---------- -------------
Total costs and expenses 4,452,879 5,428,841
---------- -------------
Operating earnings (loss) (11,250) (2,473,478)
Other income 52,883 32,488
Interest expense (30,789) (57,875)
---------- -------------
Earnings (loss) before income taxes 10,844 (2,498,865)
Total taxes on income --- ---
---------- -------------
Net earnings (loss) $ 10,844 $ (2,498,865)
========== =============
Earnings (loss) per share $ --- $ (.60)
========== =============
Dividends per share $ --- $ ---
========== =============
See accompanying notes to consolidated financial statements.
4
ANAREN MICROWAVE, INC.
AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
Unaudited
For the Six Months Ended:
Dec. 31, 1995 Dec. 31, 1994
(Current Year) (Preceding Year)
------------- ----------------
Net Sales $8,891,094 $ 7,109,782
Costs and expenses
Costs of sales 5,554,244 5,487,729
Provision for losses on contracts --- 1,050,000
Marketing, including sales commissions 1,465,721 1,491,712
General and administrative 1,041,608 1,015,167
Research and development 760,417 290,918
Restructuring --- 360,000
---------- ------------
Total costs and expenses 8,821,990 9,695,526
---------- ------------
Operating earnings (loss) 69,104 (2,585,744)
Other income 81,322 79,014
Interest expense (73,635) (115,532)
---------- ------------
Earnings (loss) before income taxes 76,791 (2,622,262)
Total taxes on income --- ---
---------- ------------
Net earnings (loss) $ 76,791 $ (2,622,262)
========== ============
Earnings (loss) per share $ .02 $ (.63)
========== ============
Dividends per share $ --- $ ---
========== ============
See accompanying notes to consolidated financial statements.
5
ANAREN MICROWAVE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
Six Months Ended:
December 31, 1995 and December 31, 1994
1995 1994
---- ----
Cash Flows From Operating Activities:
Net income/(loss) $76,791 $ (2,622,262)
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization of
property, plant and equipment 837,342 873,214
Provision for losses on contracts (563,628) 610,672
Deferred income taxes -- --
Amortization of intangibles 16,984 71,562
Changes in:
Receivables 1,440,347 3,116,331
Refundable income taxes -- 31,746
Inventories (275,532) (15,089)
Prepaid expenses (56,517) (4,388)
Accounts payable (298,940) (21,426)
Accrued expenses 34,420 323,585
Postretirement benefit obligation -- --
----------- -----------
Net cash provided by
operating activities 1,211,267 2,363,945
Cash Flows From Investing Activities:
Capital expenditures (429,478) (158,042)
----------- -----------
Net cash provided (used in)
investing activities (429,478) (158,042)
Cash Flows From Financing Activities:
Principal payments on long-term debt (402,922) (354,058)
Net borrowings under revolving line
of credit and overdrafts (2,980) (360,438)
Purchase of Treasury Stock -- (1,459,278)
Proceed from issuance of common stock 400,738 1,925
----------- -----------
Net cash provided by (used in)
financing activities (5,164) (2,171,849)
Net increase (decrease) in cash
and cash equivalents 776,625 34,054
Cash and cash equivalents at beginning of period 2,139,795 3,556,517
----------- -----------
Cash and cash equivalents at end of period $ 2,916,420 $ 3,590,571
=========== ===========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash Paid During the Period For:
Interest $ 74,924 142,544
============ ===========
Income taxes $ -- $ 52,860
============ ===========
See accompanying notes to consolidated condensed financial statements.
6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying financial statements and notes should be read in conjunction
with the consolidated financial statements and related notes contained in the
Company's annual report for the year ended July 1, 1995.
In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
December 31, 1995, and the results of operations and cash flows for the six
months ended December 31, 1995 and 1994.
The income tax rate for interim statement purposes is based on estimates of
income and tax credits for the entire year.
NOTE 1: Inventories
Inventories at December 31, 1995 and July 1, 1995 are
summarized as follows:
December 31 July 1
----------- ------
Raw Materials $ 2,757,960 $ 2,804,720
Work in process 3,454,587 3,266,194
Finished Goods 916,740 782,841
----------- -------
$ 7,129,287 $ 6,853,755
=========== ============
NOTE 2: Property, Plant and Equipment
Property, plant and equipment at December 31, 1995 and July
1, 1995 are shown in the following summary:
December 31 July 1
----------- ------
Land and Land improvements $ 1,362,050 $ 1,362,050
Buildings and improvements 5,094,722 5,094,722
Machinery and equipment 22,398,409 21,968,931
----------- -----------
$28,855,181 $28,425,703
=========== ===========
7
NOTE 3: Long-Term Debt
Long-term debt at December 31, 1995 and July 1, 1995 is comprised of
the following:
December 31 July 1
----------- ------
75% of prime rate Industrial
Development Revenue Bonds, due
in semi-annual installments
through May 1, 2000 $ 1,020,001 $ 1,133,334
Capitalized lease obligations 338,242 630,811
Revolving Line of Credit --- ---
------------- -------------
$ 1,358,243 $ 1,764,145
Less Current Installments 564,909 712,264
------------- -------------
$ 793,334 $ 1,051,881
============= =============
NOTE 4: Per Share Data
Per share data are based on a weighted average of 4,031,539 common
shares issued and outstanding.
NOTE 5: Income Taxes
Effective June 27, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" on a prospective basis. The cumulative effect of the
initial adoption of Statement 109 was insignificant. Under the asset
and liability method of Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and
operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates.
Pursuant to the deferred method under APB Opinion 11, which was applied
in fiscal 1993 and prior years, deferred income taxes are recognized
for income and expense items that are reported in different years for
financial reporting purposes and income tax purposes using the tax rate
applicable in the year of the calculation. Under the deferred method,
deferred taxes are not adjusted for subsequent changes in tax rates.
8
Deferring tax assets and liabilities at December 31, 1995 and July 1,
1995 are summarized as follows:
December 31 July 1
----------- ------
Gross deferred tax assets $2,414,758 $2,440,867
Less valuation allowance (1,726,738) (1,752,847)
---------- ----------
Net deferred tax assets 688,020 688,020
Gross deferred tax liabilities (688,020) (688,020)
---------- ----------
Net deferred taxes $ 0 $ 0
The valuation allowance for the deferred tax assets as of December 31,
1995 and July 1, 1995 was $1,726,738 and $1,752,847, respectively. The
net change in the total valuation allowance for the six months ended
December 31, 1995 was a decrease of $26,109. In assessing the
realizability of deferred tax assets, management considers whether it
is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning
strategies in making this assessment. Based upon the level of
historical taxable income and projections for future taxable income
over the periods which the deferred tax assets are deductible,
management believes it is more likely than not the Company will realize
the benefits of these deductible differences, net of the existing
valuation allowances at December 31, 1995.
NOTE 6: 52/53 Weeks Fiscal Year
Beginning with fiscal year 1996, the Company switched to a twelve month
fiscal year from the previous 52/53 week fiscal year. Fiscal 1996 will
end on June 30, 1996.
9
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Results of operations for the first six months of fiscal 1996 reflected both
increased revenues and profits due to the continuing rise in sales of new
commercial products. Net sales for the six months end December 31, 1995 were
$8,891,094, up 25% from net sales of $7,109,782 for the first half of the
previous fiscal year, while net earnings for the first half of the current
fiscal year were $76,791 compared to a loss of $(2,622,262) for the first six
months of fiscal 1995.
To better serve its emerging commercial markets, the Company reorganized, during
the first quarter of fiscal 1996, into three internal business units. These
business units are Electronic Warfare, Radar and Telecommunications and
Wireless. This action was taken to optimize responsiveness to customers needs
and to provide extended fiscal accountability downward throughout the
organization. Each business unit is composed of an independent engineering,
marketing and sales teams whose purpose is to develop, market and deliver
product to its customers.
During the first six months ended December 31, 1995 sales in the Wireless and
Radar and Telecommunications groups rose $752,000 and $1,833,000, respectively,
compared to the first half of the previous year, while sales in the electronic
warfare group fell $804,000, resulting in an overall sales increase of
$1,781,000.
Sales of Wireless products, which consist of components for use in building
cellular base station equipment, rose from less than $50,000 in the first half
of fiscal 1995 to over $800,000 in the first half of the current fiscal year.
These sales consisted mainly of cataolg microwave components sold on tape and
reel for pick and place high volume production applications and pilot production
runs of custom components for base station equipment manufacturers.
Currently the Company expects to ship approximately $500,000 to $1,000,000 of
catalog components during fiscal 1996 based on projected customer demand and
current prices, which range from $1.00 to $50.00 per coupler. Additionally, the
Company expects significant production opportunities in the second half of
fiscal 1996 for custom base station equipment components for which pilot
production runs have been completed and vendor qualification requirements have
been met. Firm backlog for Wireless products was approximately $1,420,000 at
December 31, 1995 all of which is expected to ship in fiscal 1996.
Sales of Radar and Telecommunication products, which consist of customized
commercial multilayer components such as Butler matrices and beamforming
networks for commercial satellites, increased $1,830,000 to $2,290,000 in the
first half of fiscal 1996 compared to approximately $465,000 in the first half
of fiscal 1995. This increase is attributable to over $900,000 in shipments in
the first half of fiscal 1996 under the Army Ground Based Radar program (GBR)
and over $1,100,000 in shipments of satellite beamforming networks under a
$6,000,000 contract with Raytheon Company for the Iridium project.
Shipments under the Army GBR program were severely limited in the first half of
the previous fiscal year, amounting to less than $400,000 under a $3,750,000
program with Raytheon Company, due to difficulties in meeting customer technical
specifications and manufacturing process problems. These problems were resolved
in the second half of fiscal 1995 and the Company has all but completed shipping
under this contract at the end of the current second quarter. Shipments for the
Iridium program, under which the Company is building satellite antenna
beamforming networks for Raytheon Company, rose to more than $950,000 in the
just completed second quarter and over $1,100,000 for the first half of fiscal
1996 as the Company moved into the production phase of this program. This
10
program represents approximately $4,800,000 in firm backlog at December 31, 1995
and is expected to ship at the rate of approximately $1,000,000 to $1,400,000 a
quarter over the next 12 to 15 months.
Sales of Electronic Warfare products fell $804,000, to $5,792,000 in the first
half of fiscal 1996, compared to the same period in fiscal 1995. Shipments in
this business area, which include Digital Frequency Discriminators (DFD's) ,
Digital RF Memories (DRFM's), ESM Receivers, Military Simulators and Microwave
Integrated Circuit components (MIC's), has been steadily declining over the past
three fiscal years due to the decline in the overall worldwide defense market.
The drop in sales in the first quarter of fiscal 1996 was spread over all of the
above mentioned product areas, except for MIC's and DRFM's due to the completion
of a number of large DFD programs in the latter part of fiscal 1994 and early
fiscal 1995, and a drop off in new orders for ESM receivers in fiscal 1995. Firm
backlog in this business unit was approximately $6,400,000 at the beginning of
the current fiscal year, down $4,800,000 from the beginning of fiscal 1995.
Presently, the Company expects Electronic Warfare product sales to stabilize at
approximately $1,500,000 to $2,500,000 per quarter over the remainder of fiscal
1996. Firm backlog in this product area at December 31, 1995 was approximately
$2,600,000, of which all but $535,000 is expected to ship during the remainder
of fiscal 1996.
Net earnings for the first six months ended December 31, 1995 were $76,791
compared to a loss of $(2,622,262) for the first six months of fiscal 1995. This
improvement in earnings was a result of the 25% increase in sales revenue, a
significant improvement in gross margins and a small decrease in marketing
expense during the period as compared to the same period in the previous fiscal
year. Additionally, the loss in the first half of fiscal 1995 (the previous
period) was increased by a $1,050,000 charge against earnings for expected
losses on contracts in process and a $360,000 charge against earnings for
severance costs incurred for personnel reductions made during the second quarter
of last year.
Gross margin on sales for the first half of fiscal 1996 was 37% compared to 23%
for the first half of fiscal 1995. This significant improvement was the result
of the higher sales volume attained in the current quarter which allowed for
better absorption of fixed overhead costs and personnel reductions made in the
second quarter of the previous fiscal year which were specifically targeted at
reducing manufacturing overhead and engineering costs. Additionally, during the
current first six months, approximately $564,000 of costs incurred in building
products for shipment during this period were charged against the allowance for
contract losses established in fiscal 1994 and 1995. These expenses represent
cost overruns incurred on products shipped in the first quarter which had
previously been identified and provided for when the allowance was established.
The Company expects that gross margins will approximate current levels through
the remainder of fiscal 1996.
Research and development expense was $760,000 for the first six months of fiscal
1996, up 161% from $291,000 for the same period in fiscal 1995. This increase
represents a significant rise in the prototype development efforts for the
Company's new Wireless commercial product line. Current development efforts are
being targeted on adapting existing Company technologies to produce new
component products which fit a specific customer's requirements in the wireless
cellular base station market. Future research and development expenditures are
expected to fluctuate based on sales levels and identified market opportunities.
Marketing expense fell 2% in the first six months of fiscal 1996 compared to the
first six months of the previous fiscal year. This decrease was due mainly to
the reassignment of marketing personnel to other functions within the Company
due to the business group realignment undertaken in the first quarter of the
current year. Marketing expense is expected to rise during the remainder of
fiscal 1996 as the Company adds personnel and expenses in order to meet the
demands of the wireless marketplace.
11
General and Administrative expenses rose 3% in the first half of fiscal 1996
compared to the same period in fiscal 1995. This increase represents normal
period to period fluctuation in expenditures.
Current levels of general and administrative spending reflect the same level or
lower of that experienced by the Company in fiscal 1995. General and
administrative expense is expected to remain at current levels or decline during
the remainder of the current fiscal year.
Interest expense fell 36% in the first half of fiscal 1996 compared to the same
period in fiscal 1995. The decline in interest expense reflects the continuing
reduction in long-term debt over the past year. During this same period, other
income rose 3% due to higher investable cash balances during the current second
quarter compared to the same period in the previous fiscal year.
Consolidated income tax expense was $0 in the first half of fiscal 1996 versus
an expected tax expense of approximately $26,109 based on 34% of before income
taxes. The difference between the actual tax benefit recognized in the financial
statements and the expected tax benefit calculated on the loss incurred was due
to a decrease in the deferred tax asset valuation allowance required by the new
tax accounting rules (FAS No. 109) adopted by the Company at the beginning of
fiscal 1994. Under the new tax accounting rules the Company must assess the
realizability of deferred tax assets, considering whether it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation
of future taxable income in the period in which those temporary differences
become deductible. Management of the Company has considered the scheduled
reversal of deferred tax liabilities and projected future taxable income in
making the assessment of the realizability of the deferred tax asset balances at
December 31, 1995. Based upon the level of historical taxable income and
projections for future taxable income over the periods which the deferred tax
assets are deductible, the Company believes it is more likely than not that it
will realize the benefit of these deductible differences, net of the existing
valuation allowances at December 31, 1995.
Liquidity and Capital Resources
During the first six months of fiscal 1996, the Company continued to maintain a
strong and highly liquid financial position. As of December 31, 1995, the
Company's cash position had increased $777,000 compared to the end of fiscal
1995 due to a $1,440,000 decrease in accounts receivable and $401,000 in
additional capital received by the Company due to the exercise of stock options
by directors and employees. During this same period, net working capital rose
$644,000 due to reductions in accounts payable, accrued expenses, the provision
for losses on contracts and the current portion of long term debt.
Long-term liabilities declined $259,000 during the first six months due to
payments on various capitalized lease obligations relating to production
equipment and facilities and no new long-term debt was taken on as the Company's
cash balances were more than adequate to fund both long and short-term cash
needs.
During the remainder of fiscal 1996, the Company's major cash requirements will
be for additions to capital equipment and repayment of long-term debt. Capital
equipment additions for the current year have been budgeted at $1,000,000 and,
through the first half of fiscal 1996, approximately $430,000 has been expended
all of which was funded by cash generated from operations. Capital equipment
additions for the remainder of fiscal 1996 will continue to be funded through
cash generated by operations as projected operating cash flows are expected to
be more than adequate to meet these financing needs.
During fiscal 1994, the Company modified its existing loan agreement with its
principal bank in order to obtain better terms and covenants. The modified
agreement provided for a $3.5 million line of credit which was fully secured by
the assets of the Company. This credit facility had no annual fees and interest
on any outstanding loan balance was charged at prime + 3/4% per annum. Under the
terms of the modified agreement the Company was required to maintain a $0 loan
balance for at least thirty days consecutively each fiscal year and meet certain
13
covenants relating to earnings, retained earnings and capital equipment
acquisitions. This credit facility expired on March 31, 1995.
Presently, the Company is negotiating a new credit facility with its bank. Were
this credit facility not available, the Company believes that its cash
requirements for the foreseeable future will be satisfied by currently invested
cash balances, expected cash flow from operations and progress payments from
customers.
14
Item 4: Submission of Matters to a vote of Security Holders
The Company's annual shareholders' meeting was held on December 6,
1995, at which time the election of Directors was conducted. The
following named individuals were nominated and elected Directors of
the Company:
Hugh A. Hair Herbert I. Corkin
Carl W. Gerst, Jr. Abraham Manber
William J. Mackay Dale F. Eck
Lawrence A. Sala
In addition, the proposal to ratify and approve the Anaren Microwave,
Inc. Incentive Stock Option Plan was approved by a vote of 2,313,397
to 549,018 with 10,706 abstaining.
There were no other matters voted upon other than procedural matters
and the selection of auditors.
Item 6. Exhibits and Reports on Form 8-K
Item 6(a) Exhibits
Exhibit No. 27 Financial Data Schedule for the six month period ended
December 31, 1995
Item 6(b) Reports on Form 8K
The registrant was not required to file an 8-K during the current fiscal period.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
Anaren Microwave, Inc.
---------------------
(Registrant)
Date: February 9, 1996 Hugh A. Hair
Chairman & Chief Executive Officer
----------------------------------
Date: February 9, 1996 Joseph E. Porcello
Vice President Finance & Controller
-----------------------------------
16
Exhibit Index
Number Description
- - ------ -----------
27 Financial Data Schedule for the six month period ended
December 31, 1995.