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 March 31, 1997
[ ] 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 May 2,
1997 was 4,110,842.
ANAREN MICROWAVE, INC.
INDEX
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Financial Statement (Unaudited)
Consolidated Balance Sheets 3
March 31, 1997 and June 30, 1996
Consolidated Statements of Earnings 4
Three months ended March 31, 1997 and
March 31, 1996
Consolidated Statements of Earnings 5
Nine months ended March 31, 1997 and
March 31, 1996
Consolidated Statements of Cash Flows - 6
Nine months ended March 31, 1997 and
March 31, 1996
Notes to Consolidated Condensed Financial
Statements - March 31, 1997 7
Item 2. Management's Discussion and Analysis 10
of Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
2
ANAREN MICROWAVE, INC.
AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
March 31, 1997 and June 30, 1996
Unaudited
Assets Mar. 31, 1997 June 30, 1996
------------- -------------
Current assets:
Cash and cash equivalents $ 3,248,789 $ 1,739,569
Receivables, less allowance of $13,000 5,706,066 5,167,996
Refundable income Taxes -- 320,945
Inventories 8,332,561 7,210,320
Prepaid expenses 212,219 255,723
------------ ------------
Total current assets 17,499,635 14,694,553
Property, plant and equipment 29,590,795 28,925,878
Less accumulated depreciation
and amortization (22,811,062) (21,871,008)
------------ ------------
Net property, plant and equipment 6,779,733 7,054,870
Other assets, net 93,693 43,793
------------ ------------
$ 24,373,061 $ 21,793,216
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt $ 241,782 $ 394,633
Accounts payable 1,433,822 663,848
Accrued expenses 577,693 471,665
Customer advance payments 1,152,627 250,000
------------ ------------
Total current liabilities 3,405,924 1,780,146
Postretirement benefit obligation 1,138,215 1,138,215
Long-term debt, less current installments 566,668 680,001
------------ ------------
Total liabilities 5,110,807 3,598,362
Stockholders' equity:
Common stock of $.01 par value. Authorized
12,000,000 shares; issued 5,002,116 shares
at March 31, 1997 and 4,992,116 shares
at June 30, 1996 50,021 49,921
Additional paid-in capital 15,529,738 15,507,088
Retained earnings 5,694,572 4,649,922
------------ ------------
21,274,331 20,206,931
Less cost of 892,274 shares in treasury
at March 31, 1997 and June 30, 1996 (2,012,077) (2,012,077)
------------ ------------
Total stockholders' equity 19,262,254 18,194,854
------------ ------------
$ 24,373,061 $ 21,793,216
============ ============
See accompanying notes to consolidated condensed financial statements.
3
ANAREN MICROWAVE, INC.
AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
Unaudited
For the Quarter Ended:
Mar. 31, 1997 Mar. 31, 1996
(Current Year) (Preceding Year)
-------------- ----------------
Net sales $6,059,502 $ 4,101,685
Costs and expenses
Costs of sales 3,995,195 2,913,676
Marketing, including sales commissions 895,667 831,023
General and administrative 562,119 528,676
Research and development 149,548 228,996
Restructuring -- 810,000
---------- -----------
Total costs and expenses 5,602,529 5,312,371
---------- -----------
Operating earnings (loss) 456,973 (1,210,686)
Other income 27,701 38,736
Interest expense (19,941) (25,845)
---------- -----------
Earnings before income taxes 464,733 (1,197,795)
Total taxes on income -- --
---------- -----------
Net earnings $ 464,733 $(1,197,795)
========== ===========
Earnings (loss) per share $ .11 $ (.30)
========== ===========
Dividends per share $ -- $ --
========== ===========
See accompanying notes to consolidated financial statements.
4
ANAREN MICROWAVE, INC.
AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
Unaudited
For the Nine Months Ended:
Mar. 31, 1997 Mar. 31, 1996
(Current Year) (Preceding Year)
-------------- ----------------
Net sales $ 16,438,865 $ 12,992,779
Costs and expenses
Costs of sales 11,048,482 8,467,920
Marketing, including sales commissions 2,326,077 2,296,744
General and administrative 1,630,079 1,570,284
Research and development 379,801 989,413
Restructuring -- 810,000
------------ ------------
Total costs and expenses 15,384,439 14,134,361
------------ ------------
Income (loss) from operations 1,054,426 (1,141,582)
Other income 63,087 120,058
Interest expense (72,863) (99,480)
------------ ------------
Earnings (loss) before income taxes 1,044,650 (1,121,004)
Total taxes on income -- --
------------ ------------
Net earnings (loss) $ 1,044,650 $ (1,121,004)
============ ============
Earnings per share $ .25 $ (.28)
============ ============
Dividends per share $ -- $ --
============ ============
See accompanying notes to consolidated financial statements.
5
ANAREN MICROWAVE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
Nine Months Ended:
March 31, 1997 and March 31, 1996
1997 1996
----------- -----------
Cash Flows From Operating Activities:
Net income $ 1,044,650 $(1,121,004)
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization of
property, plant and equipment 940,054 1,226,800
Provision for losses on contracts -- (588,031)
Amortization of intangibles 3,518 25,477
Loss on sale of equipment -- 135,443
Changes in:
Receivables (538,070) 2,017,203
Refundable income taxes 320,945 --
Inventories (1,122,241) (165,813)
Prepaid expenses 43,504 (80,607)
Accounts payable 769,974 (261,979)
Accrued expenses 106,028 333,351
Customer advance payments 902,627 --
Other assets (53,418) --
----------- -----------
Net cash provided by
operating activities 2,417,571 1,520,840
Cash Flows From Investing Activities:
Capital expenditures (664,917) (636,121)
----------- -----------
Net cash provided (used in)
investing activities (664,917) (636,121)
Cash Flows From Financing Activities:
Principal payments on long-term debt (266,184) (517,193)
Net borrowings under revolving line
of credit and overdrafts -- (4,631)
Proceeds from issuance of common stock 22,750 400,738
----------- -----------
Net cash provided by (used in)
financing activities (243,434) (121,086)
Net increase (decrease) in cash
and cash equivalents 1,509,220 763,633
Cash and cash equivalents at beginning of period 1,739,569 2,139,795
----------- -----------
Cash and cash equivalents at end of period $ 3,248,789 $ 2,903,428
=========== ===========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash Paid During the Period For:
Interest $ 59,011 $ 84,486
=========== ===========
Income taxes $ -- $ --
=========== ===========
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 June 30, 1996.
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
March 31, 1997 and the results of operations and cash flows for the nine months
ended March 31, 1997 and March 31, 1996.
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 March 31, 1997 and June 30, 1996 are summarized as
follows:
Mar. 31 June 30
------- -------
Raw materials $ 3,489,775 $ 3,027,700
Work in process 3,760,279 3,031,441
Finished goods 1,082,507 1,151,179
----------- ---------
$ 8,332,561 $ 7,210,320
=========== ===========
NOTE 2: Property, Plant and Equipment
Property, plant and equipment at March 31, 1997 and June 30,
1996 are shown in the following summary:
Mar. 31 June 30
------- -------
Land and land improvements $ 1,362,050 $ 1,362,050
Buildings and improvements 5,120,245 5,120,245
Machinery and equipment 23,108,500 22,443,583
----------- -----------
$29,590,795 $28,925,878
=========== ===========
7
NOTE 3: Long-Term Debt
Long-term debt at March 31, 1997 and June 30, 1996 is comprised of the
following:
Mar. 31 June 30
------- -------
Term loan payable, due in
semi-annual installments
through May 1, 2000 $ 793,334 $ --
75% of prime rate Industrial
Development Revenue Bonds, due
in semi-annual installments
through May 1, 2000 -- 906,668
Capitalized lease obligations 15,116 167,966
Revolving line of credit -- --
---------- ----------
$ 808,450 $1,074,634
Less Current Installments 241,782 394,633
---------- ----------
$ 566,668 $ 680,001
========== ==========
NOTE 4: Per Share Data
Per share data are based on a weighted average of 4,104,375 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
Deferred tax assets and liabilities at March 31, 1997 and June 30, 1996
are summarized as follows:
Mar. 31 June 30
----------- -----------
Gross deferred tax assets $ 2,053,110 $ 2,408,291
Less valuation allowance (1,288,522) (1,643,703)
----------- -----------
Net deferred tax assets 764,588 764,588
Gross deferred tax liabilities (764,588) (764,588)
----------- -----------
Net deferred taxes $ 0 $ 0
The valuation allowance for the deferred tax assets as of March 31,
1997 and June 30, 1996 was $1,288,522 and $1,643,703, respectively. The
net change in the total valuation allowance for the nine months ended
March 31, 1997 was a decrease of $355,181. 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 March 31, 1997.
9
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Results of operations for the third quarter and first nine months of fiscal 1997
were highlighted by continuing increases in sales of the Company's commercial
products and a significant rise in net earnings. Net sales for the third quarter
ended March 31, 1997 were $6,059,502, up 48% from sales of $4,101,685 for the
same period in fiscal 1996, while net sales for the first nine months of fiscal
1997 were $16,438,865, up 27% over the first nine months of the previous year.
The Company recorded net earnings of $464,733 for the third quarter of fiscal
1997, compared to a net loss of ($1,197,795) for the same quarter in fiscal
1996, while earnings for the first nine months of fiscal 1997 were $1,044,650,
compared to a loss of ($1,121,004) for the same period in the previous year.
The following table sets forth the Company's net sales by product lines for the
nine months ended March 31, 1997 and 1996.
Nine Months Ended
(in thousands)
Mar. 31 Mar. 31
1997 1996
---- ----
Electronic Warfare $ 5,761 $ 7,792
Radar and Telecommunications 6,127 3,928
Wireless 4,551 1,273
------- -------
$16,439 $12,993
======= =======
Net sales historically associated with particular product lines may not be
indicative of future trends because of the relative size of individual orders
and changes in the Company's emphasis on specific product lines.
During the first nine months of fiscal 1997, sales of Wireless and Radar and
Telecommunications products rose $3,278,000 and $2,200,000, respectively,
compared to the first half of the previous year, while sales of Electronic
Warfare products fell $2,032,000, resulting in the overall sales increase of
$3,446,000, or 27%.
Sales of Wireless products, which are mainly components for use in building
cellular base station equipment, rose $3,278,000 in the first nine months of
fiscal 1997, a 258% increase over sales of $1,273,000 for the first nine months
of fiscal 1996. The rise in sales in this product area is currently being driven
by increased shipments of custom base station components being manufactured for
Lucent Technologies, Inc., Motorola, Inc. and Nortel, Inc. under a number of
production orders totaling over $4,000,000, received in the latter half of
fiscal 1996 and the first half of fiscal 1997. Shipments under these contracts
totaled over $2,600,000 in the first nine months of fiscal 1997, compared to
less than $100,000 in the first nine months of the previous year. Additionally,
sales of off-the-shelf surface mount catalog components rose approximately
$500,000 in the first nine months of fiscal 1997, compared to the same period in
fiscal 1996, as customer demand continues to increase for these products.
New order for Wireless products totaled approximately $4,050,000 during the
first nine months of fiscal 1997, resulting in a firm backlog of $3,240,000 at
March 31, 1997, compared to $3,735,000 at June 30, 1996, all of which is
expected to ship in the fourth quarter of fiscal 1997 and the first quarter of
fiscal 1998.
Through the first nine months of fiscal 1997, orders for new wireless products
were running slightly behind shipment levels due to a delay in the receipt of a
follow-on annual base station component order from Motorola, Inc. This order,
which has an annual shipment value in excess of $4,100,000, was received in mid
April 1997. It is the Company's intention to book this order at approximately
25% per quarter over the next twelve months as the customer's actual production
requirements are realized.
10
Shipments of Radar and Telecommunication products, which consist of custom
commercial multi-layer components such as butler matrices and beamforming
networks for commercial telecommunication satellites, increased $2,200,000 to
$6,127,000 in the first nine months of fiscal 1997 compared to $3,928,000 in the
same period in the previous year. This substantial rise in shipments is
attributed to sales of over $3,000,000 for contract engineering design work on
two beamformer networks for commercial satellite applications for Space Systems
Loral and Martin Marietta Overseas Corp. Shipments in the first nine months of
fiscal 1997 included approximately $128,000 in billing for initial design work
on these two programs.
Of the remaining $3,800,000 shipped in the first three quarters of fiscal 1996,
approximately $2,600,000 represented initial product under the Iridium program
and $960,000 represented remaining production for the Ground Based Radar
program, both of which were being built for Raytheon Company. These two programs
together accounted for approximately $2,300,000 in shipments in the first nine
months of fiscal 1997, down approximately $1,360,000 from fiscal 1996 levels, as
the Iridium program is in its final production phase and the Ground Based Radar
program is in the spares supply phase.
New orders for Radar and Telecommunications products totaled over $15,870,000 in
the first nine months of fiscal 1997. The largest of these orders was a firm
fixed price contract for over $6,000,000 from Martin Marietta Overseas Corp. for
the design and production of antenna beamforming networks for the Asia Cellular
Satellite Systems (ACeS). The ACeS system is a space based cellular
communications system, to serve Asia via two geosynchronous satellites. Firm
backlog for this product line at March 31, 1997 was $13,824,000 up 223% from
$4,125,000 at June 30, 1996. Of this amount approximately $3,100,000 is expected
to ship during the remaining three months of fiscal 1997 and the remainder in
fiscal 1998.
Sales of Electronic Warfare products fell $2,031,000 to $5,761,000 in the first
nine months of fiscal 1997 compared to $7,792,000 in the same period of the
previous year. Shipments in this business area, which include Digital Frequency
Discriminators (DFD's), Digital RF Memories (DRFM's) ESM Receivers and Microwave
Integrated Circuit Components (MIC's), have been steadily declining over the
past three fiscal years due to the continuing decline in the overall worldwide
defense market. The drop in sales in the first nine months of fiscal 1997 was
spread over all the above mentioned product areas and was a result of the
completion of one of the Company's remaining large DFD programs in fiscal 1996
and a general 25% decline in demand for off-the-shelf catalog military MIC's
during the last quarter of fiscal 1996 and the first nine months of fiscal 1997.
New orders for Electronic Warfare products totaled approximately $6,905,000 in
the first half of fiscal 1997 and firm backlog for this product area was
$16,780,000 at March 31, 1997. Of this amount, $12,230,000 represented one order
from the ASPJ Joint Venture Team of ITT Avionics and Northrop/Grumman for
foreign sales of the Airborne Self Protection Jammer System. This order should
serve to help stabilize sales in this business area when shipments begin in the
last quarter of the current fiscal year.
Net earnings for the first nine months of fiscal 1997 were $1,044,650, compared
to a net loss of ($1,121,004) for the first three quarters of fiscal 1996. The
net loss for the prior year include a one time charge totalling $810,000 to
recognize the cost of the divestiture of the Company's Electronic Warfare
Simulator manufacturing operation in England and an operating loss of
($311,000). This improvement in earnings was a result of the 27% rise in
revenues and was achieved despite a two percentage point decline in gross
margins and a small increase in both marketing and general and administrative
costs, due to a 62% decline and research and development costs as compared to
the same period in fiscal 1996.
Gross margin on sales for the first six months of fiscal 1997 was 33% compared
to 35% for the first nine months of fiscal 1996. This decline was a direct
result of lower margins on initial product runs of Wireless custom components
during the period due to excess scrap costs and significant rework costs
incurred in repairing production units above normal experience levels
11
during the first nine months of fiscal 1997. The Company expects that gross
margins will improve during the remaining quarter of fiscal 1997 and in fiscal
1998.
Research and development expense was $380,000 for the first nine months of
fiscal 1997, down $609,000 from $989,000 for the same period in fiscal 1996.
This decline resulted from a significant increase in customer funded engineering
design work in both the Electronic Warfare and Radar and Telecommunications
groups during the period which consumed all available engineering resources in
these groups. Customer funded design and development work in the first three
quarters of fiscal 1997 represented approximately $4,900,000 in sales, a
four-fold increase over engineering revenues of $1,130,000 in the first three
quarters of fiscal 1996. Additionally, the Company is currently participating in
a Technology Reinvestment Program through Raytheon Company, for the Advanced
Research Project Agency of the United States Government. Under this project, the
Company was reimbursed for approximately $202,000 of research and development
costs incurred during the second and third quarters of fiscal 1997 for
investigating the development of manufacturing processes for thin, multilayer
(flat panel) antenna. This program is expected to run through the remainder of
fiscal 1997 and all of fiscal 1998 at the rate of approximately $125,000 per
quarter.
Current internal research and development efforts are being targeted on adapting
existing Company technologies to produce new Wireless component products which
fit a specific customer's requirements. Future research and development
expenditures are expected to fluctuate based on sales levels, identified market
opportunities, customer funding for custom engineering development projects and
the level of government supported research and development projects.
Marketing and general and administrative expenses, varied little in the first
nine months of fiscal 1997 compared to the first nine months of fiscal 1996 as
there was little change in personnel or support services between the two nine
month periods. Presently, the Company expects that Marketing expense will rise
with sales volume during the remainder of fiscal 1997 and into fiscal 1998 in
order to meet the competitive demands of the Wireless marketplace, while general
and administrative expense is expected to remain in the range of the first nine
months levels and generally trend higher for the remainder of the current fiscal
year and into fiscal 1998.
Interest expense fell 27% in the first nine months of fiscal 1997 compared to
the same period in fiscal 1996. The decline in interest expense reflects the
continuing reduction in long-term debt over the past year. During this same
period, other income was down 57% due to lower investable cash balances during
the current year compared to the previous fiscal year.
Consolidated income tax expense was $0 in the first six months of fiscal 1997
versus an expected tax expense of approximately $355,181 based on 34% of
earnings before income taxes. The difference between the actual tax expense
recognized in the financial statements and the expected tax calculated on net
income 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 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 March 31, 1997. 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 March 31, 1997.
Liquidity and Capital Resources
At March 31, 1997, the Company had net working capital of $14,094,000, which
included $3,249,000 in cash and cash equivalents, compared to working capital of
$12,914,000, which
12
included cash and cash equivalents of $1,740,000, at June 30, 1996. Net cash
surplus was $1,509,000 for the first three quarters of fiscal 1997 compared to a
net cash surplus of $764,000 in the first nine months of fiscal 1996. Cash flow
was positive in the first three quarters of fiscal 1997 due mainly to the growth
in earnings and accounts payable, and the receipt of a $321,000 tax refund from
the U.S. government and an increase in advance payments from customers of over
$900,000 during the period.
During the remainder of fiscal 1997, 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 nine months of fiscal 1997, approximately $665,000 has been
expended, all of which was funded by cash generated from operations. Capital
equipment additions for the remainder of fiscal 1997 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.
In fiscal 1995, the Company maintained a revolving line of credit with a bank
which provided for principal drawings of up to $3,500,000. This credit agreement
carried interest on outstanding borrowings at the prime rate plus 3/4% and was
secured by all assets of the Company which were not otherwise pledged under
other agreements. This credit facility expired at December 31, 1994. In October
1996, the Company signed an agreement for a new credit facility with a bank
providing for a $3,000,000 working capital revolving line of credit bearing
interest at prime + 1% maturing on November 30, 1998, and a $907,000 term loan
payable in semi-annual installments of $113,333 through May, 2000, bearing
interest at prime plus 1.25%. The proceeds of the term loan were used to
refinance the existing loans of the Company other than capitalized lease
obligations, while the revolving credit facility will be used to supplement
short-term working capital needs brought about by the expected growth in
production and sales volume. Borrowings under the new credit facility are
secured by substantially all assets of the Company.
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 funds available under its credit facilities.
Forward-looking Information
Statements contained in this Form 10-Q regarding fiscal 1997 and 1998, other
than historical facts, are forward-looking statements within the meaning of the
Private Securities Litigation Act of 1995 that involve risks and uncertainties
that could cause actual results to differ materially from those projected.
In particular, statements regarding future results of operations, shipments,
margins and research and development, marketing, general and administrative and
tax expenses, involve a number of risks and uncertainties. Among the factors
that could cause actual results to differ materially are the following: general
economic conditions; the level of worldwide spending on military defense
products; competitive factors such as rival component manufactures' competing
technologies; acceptance of new company products; price pressures; the company's
ability to invest in new product development and new processes and its ability
to integrate these processes in its manufacturing operation; manufacturing
capacity and the ability to "ramp" to meet anticipated demand; engineering
development costs; availability of third party supplier parts at reasonable
prices; obsolescence of inventory due to changes in customer demand;
efficiencies of manufacturing processes; and availability of financial resources
to fund anticipated growth.
The Company believes it has the products, personnel, facilities, and financial
resources to achieve the proposed results, but future revenues, margins and
profits are all influenced by a number of risk factors, including but not
limited to those discussed above.
13
Item 6. Exhibits and Reports on Form 8-K
Item 6(a) Exhibits
Exhibit No. 27 Financial Data Schedule for the nine month period ended
March 31, 1997.
Item 6(b) Reports on Form 8K
The registrant was not required to file an 8-K during the current fiscal period.
14
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: May 6, 1997 S/Hugh A. Hair
-------------------------------------
Chairman & Chief Executive Officer
Date: May 6, 1997 S/Joseph E. Porcello
--------------------------------------
Vice President of Finance & Controller
15
Exhibit Index
Number Description
- ------ -----------
27 Financial Data Schedule for the nine month period ended
March 31, 1997.
16