-----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, Mhb2Zbykx/r3XY2jzgFMp+sk4oq+vtNVdlM7YFjDsEALZ0DJxp84IVl5XMQOvCEv bgS7M5ru/ua41VQuLv+jig== 0000950137-96-000609.txt : 19960806 0000950137-96-000609.hdr.sgml : 19960806 ACCESSION NUMBER: 0000950137-96-000609 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960507 ITEM INFORMATION: Other events FILED AS OF DATE: 19960509 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: M WAVE INC CENTRAL INDEX KEY: 0000883842 STANDARD INDUSTRIAL CLASSIFICATION: 3672 IRS NUMBER: 363809819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19944 FILM NUMBER: 96558560 BUSINESS ADDRESS: STREET 1: 216 EVERGREEN ST CITY: BENSENVILLE ILLINOIS STATE: IL ZIP: 60106 BUSINESS PHONE: 7088603560 MAIL ADDRESS: STREET 1: 216 EVERGREEN STREET CITY: BENSENVILLE STATE: IL ZIP: 60106 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 1996 ----------------------------------------------- Date of Report (Date of earliest event reported) M-Wave, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 33-45499 36-3809819 - - ---------------------------- ---------------- --------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 216 Evergreen Street, Bensenville, Illinois 60106 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (708) 860-9542 ------------------------------------ (Registrant's telephone number) 2 ITEM 5. OTHER EVENT. On May 7, 1996, the Registrant announced a net loss of $2.1 million, or $0.70 per share, for the first quarter of 1996, compared with earnings of $917,051, or $0.30 per share a year ago. Reference is made to the Registrant's press release dated May 7, 1996 (Exhibit 1.) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibit 1. Registrant's press release dated May 7, 1996 concerning first quarter of 1996 results. -2- 3 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. M-WAVE, INC. /s/ JOSEPH A. TUREK ----------------------------------- Joseph A. Turek Dated: May 7, 1996 Chairman, President and Chief Executive Officer -3- 4 EXHIBIT INDEX
Sequentially- Exhibit Numbered No. Description Page ----- --------------------- ------ 1 Registrant's press release dated May 7, 1996 concerning first quarter results. . . . . . . . . . . . . . . . 5
-4- EX-1 2 PRESS RELEASE 1 FOR IMMEDIATE RELEASE MAY 7, 1996 M-WAVE ANNOUNCES FIRST QUARTER LOSS OPERATIONAL CHANGES BEING IMPLEMENTED BENSENVILLE, ILL., MAY 7, 1996-M-Wave, Inc. (Nasdaq:MWAV), a leading manufacturer of printed circuit boards used in wireless communications such as cellular phones and direct broadcast satellite (DBS) television antennas, announced a net loss of $2.1 million, or $0.70 per share, for the first quarter of 1996, compared with earnings of $917,000, or $0.30 per share a year ago. Net sales were $6.3 million for the quarter, compared with $8.03 million a year ago. Joe Turek, chairman and CEO of M-Wave, noted that the loss was primarily the result of a slow down in orders from the company's largest customers as well as production problems, which resulted in higher than expected manufacturing costs and sales returns. The loss includes related inventory and accounts receivable writedowns. Turek stated that sales volumes and orders during the first quarter of 1996 were lower than anticipated due to overall slowness in the industries M-Wave serves, including the cellular industry. He noted that the company has experienced a reduction in orders from key customers that began in 1995, and is continuing in 1996. Management has previously disclosed its efforts to broaden its customer base and lessen its dependence on a few key customers and contracts. Turek said that the company has begun to make operational changes designed to enhance M-Wave's quality control and ability to manufacture highly complex products. These changes, which were developed by the company with the assistance of outside consultants, include a reorganization of the company's operating structure. Specifically, Mr. Turek said that M-Wave has designated teams which are responsible for each critical step in the manufacturing process, including quality, engineering and research and development. Turek also noted that the company plans to install an integrated computer network which would provide real time data on the status of product design, manufacturing, inventory and shipping. "Our goal is to be able to focus our core competencies and employee expertise on those projects that will bring the greatest returns," said Turek. "With greater overall control, and the proper financial incentives, we anticipate that this new structure will result in more efficient operations." Turek explained that the company continues to work to lessen its dependence on key customers and the maturing cellular industry by pursuing business opportunities in fields such as direct broadcast satellite, wireless communications and military electronics and avionics. According to Turek, P C Dynamics' 45,000 square foot manufacturing facility, which is being completed in Frisco, Texas, provides the company with the opportunity to increase its presence as a supplier of circuit boards to the military market. The company plans to commence manufacturing at this facility during the second quarter of 1996. Mr. Turek said that the -5- 2 company's results of operations in 1996 and beyond will depend on its ability to effectively use this facility and M-Wave's other manufacturing resources. Headquartered in the Chicago suburb of Bensenville, Illinois, M-Wave is a manufacturer of microwave printed circuit boards worldwide through its wholly owned subsidiaries, Poly Circuits and P C Dynamics. M-Wave's products are used in a variety of commercial and military applications including cellular systems, DBS, and personal communications systems. The company trades on the Nasdaq National Market under the symbol "MWAV." -6- 3 M-WAVE, Inc. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended March 31, ----------------------------- 1995 1996 ------------- ------------- Net sales $8,034,178 $6,256,558 Cost of goods sold 5,498,377 8,090,779 ------------- ------------- Gross profit (loss) 2,535,801 (1,834,221) Operating expenses: General and administrative 559,036 736,692 Selling and marketing 406,940 483,403 Research and development 112,264 121,355 ------------- ------------- Total operating expenses 1,078,240 1,341,450 Operating income (loss) 1,457,561 (3,175,671) Other income (expense): Interest income 80,277 29,551 Interest expense (15,999) (58,004) Loss on disposal of assets 0 (149,751) ------------- ------------- Total other income (expense) 64,278 (178,204) Income (loss) before income taxes 1,521,839 (3,353,875) Provision (credit) for income taxes 604,788 (1,227,531) ------------- ------------- Net income (loss) $917,051 ($2,126,344) ============= ============= Net income (loss) per share $0.30 ($.70) Weighted average shares 3,067,867 3,020,375
See notes to consolidated financial statements. 4 PART I - FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS M-WAVE, Inc. CONSOLIDATED BALANCE SHEETS (unaudited)
December 31, March 31, 1995 1996 --------------- --------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $2,403,747 $222,402 Marketable securities $1,321,358 $1,008,615 Accounts receivable,net of allowance for doubtful accounts of $10,000 4,106,494 4,108,655 Inventories 3,462,200 2,595,591 Refundable income taxes 639,112 901,924 Deferred income taxes 154,682 707,373 Prepaid expenses and other 331,010 219,293 --------------- --------------- Total current assets 12,418,603 9,763,853 PROPERTY, PLANT AND EQUIPMENT: Land, buildings and improvements 2,680,882 6,012,230 Machinery and equipment 10,043,357 10,991,914 --------------- --------------- Total property, plant and equipment 12,724,239 17,004,144 Less accumulated depreciation (2,629,466) (2,973,749) --------------- --------------- Property, plant and equipment-net 10,094,773 14,030,395 GOODWILL 873,636 848,190 OTHER ASSETS 20,811 23,357 --------------- --------------- TOTAL $23,407,823 $24,665,795 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $1,734,831 $2,314,096 Accrued expenses 1,163,692 1,476,976 Current portion of long-term debt 409,338 603,617 --------------- --------------- Total current liabilities 3,307,861 4,394,689 DEFERRED INCOME TAXES 723,130 723,130 LONG-TERM DEBT 11,239 2,308,726 STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value; authorized, 1,000,000 shares; no shares issued Common stock, $.01 par value; authorized, 10,000,000 shares; 3,040,375 shares issued and 3,020,375 shares outstanding at December 31, 1995 and March 31, 1996 30,404 30,404 Additional paid-in capital 7,488,422 7,488,422 Retained earnings 11,966,767 9,840,424 Treasury stock: 20,000 shares, at cost (120,000) (120,000) --------------- --------------- Total stockholders' equity 19,365,593 17,239,250 --------------- --------------- TOTAL $23,407,823 $24,665,795 =============== ===============
See notes to consolidated financial statements. 5 M-WAVE, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three months ended March 31, -------------------------------- 1995 1996 -------------- ------------- OPERATING ACTIVITIES: Net income (loss) $917,051 ($2,126,344) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Depreciation and amortization 256,946 369,729 Deferred income taxes 144,264 (552,691) Changes in assets and liabilities: Accounts receivable-trade (1,127,451) (2,161) Insurance proceeds receivable 400,000 0 Inventories (885,990) 866,609 Income taxes 431,680 (262,812) Prepaid expenses and other assets 38,650 109,171 Accounts payable 533,992 579,266 Accrued expenses (363,915) 313,284 -------------- ------------- Net cash flows from operating activities 345,227 (705,949) -------------- ------------- INVESTING ACTIVITIES: Purchase of property, plant and equipment (1,648,173) (4,279,905) Redemption of marketable securities 0 312,743 Collection of notes receivable 4,678 0 -------------- ------------- Net cash flows from investing activities (1,643,495) (3,967,162) -------------- ------------- FINANCING ACTIVITIES: Common stock issued upon exercise of stock options 17,062 0 Mortgage debt incurred 2,496,007 Payments on capital leases (8,738) (4,241) -------------- ------------- Net cash flows from financing activities 8,324 2,491,766 -------------- ------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (1,289,944) (2,181,345) CASH AND CASH EQUIVALENTS - Beginning of period 6,868,823 2,403,747 -------------- ------------- CASH AND CASH EQUIVALENTS - End of period $5,578,879 $222,402 -------------- ------------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: 1995 1996 -------------- ------------- Cash paid during the period for interest $58,004
See notes to consolidated financial statements. -----END PRIVACY-ENHANCED MESSAGE-----