-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HYuQUSZcwjfdHFoHr7vI5tZbhEARqzKgQ1RA+JiA78wvQuUIiU/JH8sujKpE+/wE zvAeSdoorXwkzWbDbIBtxg== 0000950149-96-000506.txt : 19960513 0000950149-96-000506.hdr.sgml : 19960513 ACCESSION NUMBER: 0000950149-96-000506 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960510 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICROWAVE INC CENTRAL INDEX KEY: 0000016357 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 941668412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-07428 FILM NUMBER: 96559210 BUSINESS ADDRESS: STREET 1: 985 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087324000 MAIL ADDRESS: STREET 1: 985 ALMANOR AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 10-Q 1 FORM 10-Q FOR CALIFORNIA MICROWAVE, INC. 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- (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, 1996 OR [ ] 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 0-7428 CALIFORNIA MICROWAVE, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-1668412 (State or other jurisdiction of Incorporation) (I.R.S. Employer Identification Number) 555 TWIN DOLPHIN DRIVE, REDWOOD CITY, CALIFORNIA 94065 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 596-9000 - -------------------------------------------------------------------------------- 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Classes Outstanding at April 30, 1996 - ---------------------------- ------------------------------ Common Stock $.10 Par Value 16,008,595
-1- 2 Part I. Financial Information Item 1. Financial Statements CALIFORNIA MICROWAVE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In Thousands, Except Per Share Amounts) (Unaudited)
Three Months Ended Nine Months Ended March 31 March 31 -------------------------- -------------------------- 1996 1995* 1996 1995* ---- ----- ---- ----- Sales $ 100,073 $ 121,893 $ 332,125 $ 356,095 Cost of products sold 70,377 84,499 233,526 250,002 --------- --------- --------- --------- Gross margin 29,696 37,394 98,599 106,093 --------- --------- --------- --------- Expenses: Research and development 7,707 8,040 22,405 21,553 Marketing and administration 18,438 18,866 55,731 53,175 Amortization of intangible assets 547 634 1,641 1,902 --------- --------- --------- --------- Total expenses 26,692 27,540 79,777 76,630 --------- --------- --------- --------- Operating income 3,004 9,854 18,822 29,463 Interest expense (981) (1,343) (3,147) (3,695) Interest income 45 134 74 314 --------- --------- --------- --------- Income before income taxes 2,068 8,645 15,749 26,082 Provision for income taxes 743 2,610 5,669 8,927 --------- --------- --------- --------- Net income $ 1,325 $ 6,035 $ 10,080 $ 17,155 ========= ========= ========= ========= Net income per share: Primary $ .08 $ .37 $ .62 $ 1.06 ========= ========= ========= ========= Fully diluted $ .08 $ .36 $ .62 $ 1.02 ========= ========= ========= ========= Average shares and equivalents outstanding: Primary 16,148 16,332 16,203 16,180 Fully diluted 18,397 18,554 18,433 18,499
* Restated to include the results of Microwave Networks Incorporated which was acquired in a pooling of interests transaction in May 1995. See accompanying notes. -2- 3 CALIFORNIA MICROWAVE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited, See Note A)
March 31 June 30 1996 1995 --------- --------- Assets Current assets: Cash and cash equivalents $ 1,502 $ 1,983 Short-term investments 1,247 613 Accounts receivable 101,695 106,635 Inventories 105,220 100,431 Deferred tax assets 11,494 11,494 Prepaid expenses 2,397 1,898 --------- --------- Total current assets 223,555 223,054 --------- --------- Net property, plant and equipment 45,852 40,268 Deferred tax assets 5,467 5,467 Intangible and other assets 56,108 57,823 --------- --------- $ 330,982 $ 326,612 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Notes payable $ 1,200 $ -- Current portion of long-term debt 209 301 Accounts payable 41,988 38,637 Accrued income taxes 5,910 2,892 Other accrued liabilities 40,743 55,403 --------- --------- Total current liabilities 90,050 97,233 --------- --------- Long-term liabilities 72,907 75,667 Stockholders' equity: Common stock 1,598 1,572 Capital in excess of par value 88,038 84,034 Retained earnings 78,800 68,720 Unamortized restricted stock plan expense (253) (462) Cumulative translation adjustment (158) (152) --------- --------- Total stockholders' equity 168,025 153,712 --------- --------- $ 330,982 $ 326,612 ========= =========
A- The balance sheet at June 30, 1995 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes. -3- 4 CALIFORNIA MICROWAVE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands)
Nine Months Ended March 31 ------------------------ 1996 1995* ---- ----- Operating activities: Net income $ 10,080 $ 17,155 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 9,396 6,840 Amortization of intangible assets 1,641 1,902 Debt issuance costs paid 157 -- Net effect of changes in: Accounts receivable 4,940 (9,404) Inventories (4,789) (10,151) Prepaid expenses (499) (1,250) Accounts payable 3,351 (3,392) Accrued income taxes 3,593 (203) Other accrued liabilities (17,495) 1,747 -------- -------- Net cash provided by (used in) operating activities 10,375 3,244 -------- -------- Investing activities: Capital expenditures (14,776) (10,364) Acquisition of Microwave Radio Corporation -- (9,600) Other (722) 203 -------- -------- Net cash provided by (used in) investing activities (15,498) (19,761) -------- -------- Financing activities: Proceeds from (payments on) debt (17) 1,308 Proceeds from issuance of common stock 3,459 5,879 Proceeds from short-term borrowings 1,200 2,600 -------- -------- Net cash provided by (used in) financing activities 4,642 9,787 -------- -------- Net increase (decrease) in cash and cash equivalents (481) (6,730) Cash and cash equivalents at beginning of year 1,983 13,949 -------- -------- Cash and cash equivalents at end of period $ 1,502 $ 7,219 ======== ======== Cash paid during the period for: Interest $ 2,059 $ 2,149 Income taxes 1,865 7,897
* Restated to include the results of Microwave Networks Incorporated which was acquired in a pooling of interests transaction in May 1995. See accompanying notes. -4- 5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1 - Basis of Presentation The information at March 31, 1996, and for the three- and nine-month periods ended March 31, 1996 and 1995, is unaudited, but includes all adjustments (consisting only of normal recurring adjustments) which the management of California Microwave, Inc. believes are necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year. The consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 1995 included in the California Microwave, Inc. 1995 Annual Report to Stockholders. Note 2 - Fiscal Periods The Company's three-and nine-month and fiscal year periods end on the Saturday closest to March 31 and June 30, respectively. For clarity of presentation, all fiscal periods are reported as ending on a calendar month end. Note 3 - Reclassifications Certain fiscal year 1995 amounts have been reclassified to conform to the fiscal year 1996 presentation.
Note 4 - Inventories (in thousands) March 31 June 30 1996 1995 ----------------------- Projects in process $ 24,619 $ 35,062 Less progress billings 10,155 13,358 -------- -------- 14,464 21,704 Work-in-process and finished goods 37,490 38,179 Raw materials and parts 53,266 40,548 -------- -------- $105,220 $100,431 ======== ========
Note 5 - Unbilled Accounts Receivable Included in accounts receivable at March 31, 1996 and June 30, 1995 is approximately $6.6 million and $12.7 million, respectively, of unbilled receivables principally due to provisions contained in certain export contracts and, to a lesser degree, to the billing provisions of government contracts. The unbilled receivables at March 31, 1996 are expected to be billed and collected within one year. Note 6 - Stockholders' Equity The change in capital in excess of par value for the nine months ended March 31, 1996 consists principally of common stock issuances and tax benefit of options exercised. Note 7- Contingent Liabilities See Part II, Item I for a description of outstanding litigation. -5- 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations To the extent that this Form 10-Q includes forward-looking statements, such statements are subject to certain risks and uncertainties, including such factors, among others, as the level of new orders received and unexpected delays in shipments during the remainder of the fiscal year and other risks detailed in the Company's Securities and Exchange Commission filings, including the Form S-4 registration statement of the Company that became effective May 5, 1995. The following table sets forth for the periods indicated (i) certain income and expense items expressed as a percentage of the Company's total sales and (ii) the percentage change of such items for the three and nine months ended March 31, 1996 compared to the three and nine months ended March 31, 1995. See Condensed Consolidated Statements of Income.
Period to Period Percent of Sales Increase (Decrease) ---------------- ------------------- Three Months Nine Months Three Months Nine Months Ended Ended Ended Ended March 31 March 31 March 31 March 31 -------- -------- -------- -------- 1996 1995 1996 1995 1996 vs 1995 1996 vs 1995 ---- ---- ---- ---- ------------ ------------ Sales 100.0% 100.0% 100.0% 100.0% (17.9)% (6.7)% Gross margin 29.7 30.7 29.7 29.8 (20.6) (7.1) Research and development expenses 7.7 6.6 6.7 6.1 (4.1) 4.0 Marketing and administration expenses 18.4 15.5 16.7 14.9 (2.3) 4.8 Amortization of intangible assets 0.6 0.5 0.5 0.5 (13.7) (13.7) Operating income 3.0 8.1 5.7 8.3 (69.5) (36.1) Interest (expense) net (0.9) (1.0) (0.9) (1.0) (22.6) (9.1) Income before income taxes 2.1 7.1 4.7 7.3 (76.1) (39.6) Net income 1.3 5.0 3.0 4.8 (78.0) (41.2)
The following table sets forth sales by product class and by market sector for the three and nine months ended March 31, 1996 and 1995 (in thousands):
Sales ----- Three Months Nine Months Ended Ended March 31 March 31 -------- -------- 1996 1995 1996 1995 ---- ---- ---- ---- Satellite Communications $ 39,819 $ 41,975 $152,381 $133,051 Wireless 40,066 60,550 123,787 173,243 Intelligence 20,044 19,170 55,114 48,001 Other 144 198 843 1,800 -------- -------- -------- -------- $100,073 $121,893 $332,125 $356,095 ======== ======== ======== ======== International $ 44,624 $ 55,046 $167,284 $169,342 U.S. Commercial 28,910 34,366 90,781 101,840 U.S. Government 26,539 32,481 74,060 84,913 -------- -------- -------- -------- $100,073 $121,893 $332,125 $356,095 ======== ======== ======== ========
-6- 7 RESULTS OF OPERATIONS Sales Sales were $100.1 million and $121.9 million for the three months ended March 31, 1996 and 1995, respectively, representing a decrease of 18%. Wireless product sales and satellite communications sales decreased 34% and 5%, respectively. The decrease in wireless product sales was due to continued slowness in transmission equipment purchases in certain international cellular markets. Additionally, regulatory and other issues have delayed at least until the first half of fiscal 1997 the development of the Personal Communications Services (PCS) infrastructure market in the United States. Intelligence system sales increased 5%. International and U.S. commercial sales and sales to the U.S. government decreased 19%, 16% and 18%, respectively. Products represented 63% of total sales in the third quarter of 1996 compared to 69% in the third quarter of 1995, with the balance represented by system sales. Sales were $332.1 million and $356.1 million for the nine months ended March 31, 1996 and 1995, respectively, representing a decrease of 7%. Satellite communications and intelligence systems sales each increased 15%, offsetting, in part, a 29% decrease in wireless product sales. International sales remained flat while U.S. commercial sales and sales to the U.S. government decreased 11% and 13%, respectively. Gross Margin Gross margin was $29.7 million and $37.4 million for the three months ended March 31, 1996 and 1995, respectively, representing a decrease of 21%. This decrease was principally due to the decrease in sales noted above. Gross margin as a percentage of total sales was 29.7% and 30.7% for such periods, respectively. The decrease in gross margin as a percentage of sales was due primarily to the higher percentage of total sales in 1996 represented by system sales, which have relatively lower margins than product sales. Gross margin was $98.6 million and $106.1 million for the nine months ended March 31, 1996 and 1995, respectively, representing a decrease of 7%. Gross margin as a percentage of total sales was 29.7% and 29.8% for such periods, respectively. System sales, compared to product sales, include a relatively high percentage of large subcontracted items to which the Company adds less value and which therefore have lower gross margins. In addition, engineering costs in turnkey satellite earth stations and intelligence systems are usually customer funded and are included in cost of products sold. The Company's strategy includes increasing the proportion of higher margin product sales. Research and Development Research and development expenses were $7.7 million and $8.0 million for the three months ended March 31, 1996 and 1995, respectively, representing a decrease of 4%. Research and development expenses as a percentage of total sales were 7.7% and 6.6% for such periods, respectively. The Company continues to focus its research and development efforts primarily on the development of new satellite networking products and software and wireless products with higher anticipated gross margins. Research and development expenses were $22.4 million and $21.6 million for the nine months ended March 31, 1996 and 1995, respectively, representing an increase of 4%. Research and development expenses as a percentage of total sales were 6.7% and 6.1% for such periods, respectively. In general, as stated above, engineering expenditures for turnkey satellite earth stations and intelligence systems are largely customer funded and are included in cost of products sold. Marketing and Administration Marketing and administration expenses were $18.4 million and $18.9 million for the three months ended March 31, 1996 and 1995, respectively, representing -7- 8 a decrease of 2%. Marketing and administration expenses as a percentage of total sales were 18.4% and 15.5% for such periods, respectively, reflecting reduced sales during the third quarter of fiscal 1996. Marketing and administration expenses were $55.7 million and $53.2 million for the nine months ended March 31, 1996 and 1995, respectively, representing an increase of 5%. Marketing and administration expenses as a percentage of total sales were 16.8% and 14.9% for such periods respectively. Amortization of Intangible Assets Amortization expenses associated with intangible assets were $.5 million and $.6 million for the three months ended March 31, 1996 and 1995, respectively, representing a decrease of 14%. This decrease reflects the $10 million write-down of intangible assets in the fourth quarter of fiscal 1995. Operating Income Operating income was $3.0 million and $9.9 million for the three months ended March 31, 1996 and 1995, respectively, representing a 70% decrease. Operating income as a percentage of total sales was 3.0% and 8.1% for such periods. Operating income was $18.8 million and $29.5 million for the nine months ended March 31, 1996 and 1995, respectively, representing a decrease of 36%. Operating income as a percentage of total sales was 5.7% and 8.3% for such periods, respectively. Interest Expense, Net Net interest expense was $.9 million and $1.2 million for the three months ended March 31, 1996 and 1995, respectively, representing a decrease of 23%. Net interest expense was $3.1 million and $3.4 million for the nine months ended March 31, 1996 and 1995, respectively, representing a decrease of 9%. The decrease in net interest expense reflects the improved cash flow in fiscal 1996 compared to fiscal 1995, lessening the need for the Company to borrow against its credit lines. Provision for Income Taxes The provision for income taxes was $.7 million and $2.6 million for the three months ended March 31, 1996 and 1995, respectively, representing a decrease of 72%. The provision for income taxes was $5.7 million and $8.9 million for the nine months ended March 31, 1996 and 1995, respectively, representing a decrease of 37%. The effective tax rate was 36% for each of such fiscal 1996 periods. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1996, the Company had working capital of $133.5 million, including $1.5 million of cash and cash equivalents, compared with working capital of $125.8 million, including cash and cash equivalents of $2.0 million, at June 30, 1995. During the first nine months of fiscal 1996 cash and cash equivalents were provided by operating income (including depreciation and amortization) and decreases in accounts receivable and increases in accounts payable and accrued income taxes, and were used to fund an increase in inventories and to pay year-end accrued liabilities, including payments under incentive agreements and employee benefit plans and certain restructuring payments. The net result was cash and cash equivalents provided by operations of $10.4 million. During the first nine months of fiscal 1995, cash and cash equivalents were provided by operating income (including depreciation and amortization ) and were used to fund growth in accounts receivable and inventories and for payment of year-end accounts payable. The net result was operational cash and cash equivalents provided of $3.2 million. The Company's investing activities during the first nine months of fiscal 1996 included capital expenditures of $14.8 million. Total cash used for investing activities was $15.5 million. Net cash used for investing activities during the first nine months of fiscal 1995 was $19.8 million, which included $10.4 million of capital expenditures and a $9.6 million payment to the former shareholders of Microwave Radio Corporation (MRC) under the 1992 MRC acquisition agreement. -8- 9 During the first nine months of fiscal 1996, cash and cash equivalents of $4.6 million were provided by financing activities, including borrowings of $1.2 million under the Company's credit lines and sales of $3.5 million of common stock to employees under on-going stock option and purchase plans. During the first nine months of 1995, the Company borrowed $2.6 million under its credit lines and sold $5.9 million of common stock to its employees. The above activity resulted in a net decrease in cash and cash equivalents of $.5 million for the first nine months of fiscal 1996 compared to a net decrease in cash and cash equivalents of $6.7 million for the first nine months of fiscal 1995. The Company has available two unsecured committed credit facilities, totaling $65 million, $60.0 million of which expires in September 1998, and $5 million of which expires in October 1996. At March 31, 1996, there were borrowings of $1.2 million and $11.7 million of standby letters of credit outstanding under these credit lines, leaving $52.1 million of available credit lines. The Company believes that its current cash position, funds generated from operations and funds available from its credit facilities will be adequate to meet the Company's requirements for working capital, capital expenditures, debt service and external investments for the next 12 months. RESTRUCTURING AND OTHER CHARGES In June 1995, the Company recorded restructuring and other charges of approximately $37 million in connection with a program to reduce costs and improve operating efficiencies. The program included, among other things: the integration of operations within the Company's Wireless Products Group and the exit by California Microwave-TeleCom Transmission Systems, Inc. (TTS) from the short-haul radio market, which included certain short-haul radio contracts and the shifting of short-haul radio sales to MRC; the recording of certain contract costs at California Microwave-Satellite Transmission Systems Division (STS); the elimination of excess facilities; the reduction of employees at STS; the write-off of excess inventory and capital equipment; and the write down of intangible assets. Asset writedowns represented approximately $14 million of the 1995 charges, and future cash payments represented approximately $23 million. During the nine months ended March 31, 1996 cash payments approximated $4.8 million and approximately $4.2 of additional asset writedowns were taken, reducing the remaining liability at March 31, 1996 to approximately $13.5 million as shown below (in thousands):
Cash Outlay ----------- Less: asset write- 1995 downs during fiscal Completed through Provision 1996 and 1995 March 31, 1996 Future --------- -------------- -------------- ------ Contract termination and other costs $13,450 $ 4,983 B $ 600 $ 7,867 Excess facilities 4,902 A 955 533 3,414 Severance costs 3,054 A - 2,353 701 Inventory write-offs 227 227 - - Capital equipment write-offs 1,363 1,363 - - Other 3,400 600 1,306 1,494 Intangible asset write-down 10,000 10,000 - - ------- ------- ------- ------- $36,396 $18,128 $ 4,792 $13,476 ======= ======= ======= =======
A- in October 1995, the Company commenced the integration of operations within the Wireless Products Group by merging the operations of California Microwave-Microwave Networks Incorporated and TTS. As a result of this merger and of implementing the restructuring plans, certain amounts totaling $1.8 million originally provided for excess facilities were determined to not be needed and were reallocated to additional severance costs. -9- 10 B-in the third quarter of fiscal 1996 a foreign customer with receivables totalling approximately $8 million, of which approximately $4 million was unbilled, applied for protection from its creditors under its local law. At the time of establishing the restructuring and other charges, it was expected that certain contract termination and other costs would be incurred relative to the contract with this customer. As a result of the application for protection by the customer, certain costs the Company expected to incur relating to the contract will not be incurred and the amount of the receivable the Company expects to collect was reduced. Accordingly, in the third quarter of fiscal 1996, the Company offset certain of its contract obligation liabilities against the outstanding receivable amount. Except as discussed in A and B above, there have been no other material changes in the restructuring plan or in estimates of the restructuring costs. The Company expects that cash expenditures that will be incurred to complete the restructuring will not have a material effect on the Company's liquidity. OTHER FINANCIAL INFORMATION Bookings Orders booked were $90.4 million and $117.6 million for the three months ended March 31, 1996 and 1995, respectively, representing a decrease of 23%. Wireless products bookings decreased 19% to 46% of total bookings. Satellite communications and intelligence systems decreased 30% and 14%, respectively. Backlog Backlog was $206.0 million and $266.3 million at March 31, 1996 and 1995, respectively, representing a decrease of 23%. Substantially all of the March 31, 1996 backlog is expected to be delivered within twelve months. -10- 11 Part II - Other Information Item 1. Legal Proceedings On November 9, 1995, and December 12, 1995, putative class action lawsuits entitled Rick Fairchild v. California Microwave, Inc. et al. and Mark E. McKinney v. California Microwave, Inc. et al. were filed in the United States District Court for the Northern District of California. The plaintiffs in these two cases, which have been consolidated, purport to represent a class of all persons who purchased common stock of California Microwave, Inc. (the "Company") between September 6, 1994 and June 29, 1995 (the "Class Period"). Named as defendants are the Company and certain of its executive officers. The complaints allege that defendants violated various federal securities laws through material misrepresentations and omissions during the Class Period. Defendants filed motions to dismiss the complaints, which the court granted on April 19, 1996 with leave to amend. California Microwave, Inc. believes that it has meritorious defenses to the claims alleged in these lawsuits and intends to defend the actions vigorously. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 11 - Statement re computation of per share earnings. Exhibit 27 - Financial Data Schedule. (b) Reports on Form 8-K. None. -11- 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CALIFORNIA MICROWAVE, INC. May 10, 1996 BY /s/ Philip F. Otto - ----------------- -------------------------------------- Date Philip F. Otto President and Chief Executive Officer Chairman of the Board May 10, 1996 BY /s/ George L. Spillane - ----------------- -------------------------------------- Date George L. Spillane Vice President Chief Financial Officer -12- 13 EXHIBIT INDEX
Sequentially Exhibit Numbered No. Exhibit Page Number - ------- ------- ------------ Exhibit 11 Statement re computation of per share earnings..... Exhibit 27 Financial Data Schedule............................
-12A- EX-11 2 COMPUTATION OF PER SHARE EARNINGS 1 California Microwave, Inc. Computation of Per Share Earnings Exhibit 11 (In thousands, except per share amounts)
Three months ended March 31 --------------------- 1996 1995 ---- ---- PRIMARY - EPS: Net income, as reported $ 1,325 $ 6,035 ======= ======= Average shares outstanding 15,969 15,616 Add - Common stock equivalents of Company's stock options using the treasury stock method 179 716 ------- ------- Average shares and equivalents - Primary 16,148 16,332 ======= ======= Net income per share - Primary $ .08 $ .37 ======= ======= FULLY DILUTED - EPS: Net income, as reported $ 1,325 $ 6,035 Add back interest, net of taxes 562 605 ------- ------- Net income for fully diluted $ 1,887 $ 6,640 ======= ======= Average shares and equivalents - primary 16,148 16,332 Add- additional common stock equivalents of the Company's stock options 27 -- Add - Shares to be issued at conversion of Convertible Debentures 2,222 2,222 ------- ------- Average shares and equivalents - Fully Diluted 18,397 18,554 ======= ======= Net income per share - Fully Diluted $ .08 $ .36 ======= =======
-13- EX-27 3 FINANCIAL DATA SCHEDULE FOR CALIFORNIA MICROWAVE
5 1000 9-MOS JUN-30-1996 JUL-01-1996 MAR-31-1996 1502 1247 101695 2144 105220 223555 101409 55557 330982 90050 67866 0 0 1598 166427 330982 332125 332125 233526 233526 79777 0 3073 15749 5669 10080 0 0 0 10080 .62 .62
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