0000950137-01-504183.txt : 20011101 0000950137-01-504183.hdr.sgml : 20011101 ACCESSION NUMBER: 0000950137-01-504183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011031 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M WAVE INC CENTRAL INDEX KEY: 0000883842 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] 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: 1771694 BUSINESS ADDRESS: STREET 1: 216 EVERGREEN ST CITY: BENSENVILLE ILLINOIS STATE: IL ZIP: 60106 BUSINESS PHONE: 6308609542 MAIL ADDRESS: STREET 1: 216 EVERGREEN STREET CITY: BENSENVILLE STATE: IL ZIP: 60106 8-K 1 c65717e8-k.txt CURRENT REPORT 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 October 31, 2001 ------------------------------------------------------------------ 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) (630) 860-9542 ------------------------------------ (Registrant's telephone number) ITEM 5. OTHER EVENTS. On October 30, 2001 M-Wave, Inc. announced its financial results for the third quarter of 2001. The full text of M-Wave, Inc.'s October 30, 2001 press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Exhibits 99.1 Press Release issued by M-Wave, Inc. dated October 30, 2001. -2- 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. Date: October 31, 2001 M-WAVE, INC. By: /s/ PAUL S. SCHMITT --------------------------------- Name: Paul S. Schmitt Title: Controller; Chief Accounting Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 99.1 Press Release issued by M-Wave, Inc. dated October 30, 2001 -4- EX-99.1 3 c65717ex99-1.txt PRESS RELEASE EXHIBIT 99.1 NEWS BULLETIN M~WAVE, INC. FROM: RE: 215 Park Street Bensenville, IL 60106 FRB|Weber Shandwick NASDAQ: MWAV ------------------------------------------------------------------------------ FOR FURTHER INFORMATION AT THE COMPANY: AT FRB|WEBER SHANDWICK: Paul Schmitt Tad Gage Lisa Fortuna Chief Financial Officer General Info Analysts/Investors (630) 860-3560 (312) 640-6745 (312) 640-6779 FOR IMMEDIATE RELEASE OCTOBER 30, 2001 M~WAVE ANNOUNCES THIRD QUARTER RESULTS BENSENVILLE, ILL., OCTOBER 30, 2001--M~Wave, Inc. (Nasdaq: MWAV), a value-added service provider of high performance circuit boards used in a variety of digital and high frequency applications, announced a net income of $479,000 or $0.11 per share, for the third quarter ended September 30, 2001. For the nine months ended September 30, 2001, the Company reported a net profit of $3,327,000 or $0.73 per share, compared with a net income of $2,120,000 or $0.47 per share for the nine months ended September 30, 2000. Net sales for the nine months ended September 30, 2001 were $46,586,000, up 31% from the nine months ended September 30, 2000. Cash levels decreased from $1,231,000 at December 31, 2000 to $1,149,000 at September 30, 2001. Accounts receivable was down $1,543,000 and inventories were down $6,349,000 from year-end. Accounts payable was down $3,473,000 from year-end. Capital expenditures, relating to the new facility in West Chicago, were $5,142,000 for the nine months ended September 30, 2001. The Company also reduced debt by $2,452,000 in the first nine months of 2001. Joseph A. Turek, Chairman and Chief Executive Officer, said: "In these uncertain economic times our focus is on profitability. This was our eighth consecutive profitable quarter. It is satisfying that even at these present sales levels, we have become efficient enough to still maintain profitability. We believe our market is at its lowest level and expect growth in our revenue base to begin as early as the second quarter of 2002. We now expect our annual revenues for 2001 will range from $51 million to $56 million." M~Wave maintains an active plan to repurchase its stock and the Board of Directors has authorized the purchase of an additional 50,000 shares of its common stock. The Company repurchased approximately 116,000 shares of its stock during the third quarter of 2001. Join M~Wave on its quarterly Conference call on Wednesday, October 31, 2001 at 10:00 am CST at 703-871-3597 or 888-792-1093 at least five minutes before start time or on www.vcall.com. MORE FRB|Weber Shandwick serves as financial relations counsel to this company, is acting on the company's behalf in issuing this bulletin and receiving compensation therefor. The information contained herein is furnished for information purposes only and is not to be construed as an offer to buy or sell securities. M-WAVE, INC. ADD 1 ABOUT M-WAVE: Established in 1988 and headquartered in the Chicago suburb of Bensenville, Ill., M-Wave is a value-added service provider of high performance circuit boards. The Company's products are used in a variety of telecommunications applications for wireless and Internet communications and digital applications. M-Wave services customers like Lucent Technologies, Motorola, Inc. and Celestica with its patented bonding technology, Flexlink II(TM). The Company trades on the Nasdaq National Market under the symbol "MWAV". Visit the Company on its web site at www.mwav.com. This news release contains predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties. While this outlook represents our current judgement on the future direction of the business, such risks and uncertainties could cause actual results to differ materially from any future performance suggested above. Factors that could cause actual results to differ include the following: dependence on, and dependence on suppliers and subcontractors for circuit board components; economic conditions; successful award of contracts under bid; a highly competitive environment; design and production delays; cancellation or reductions of contract orders; effective utilization of existing and new manufacturing resources; pricing pressures by key customers; and other factors detailed in the Company's Securities and Exchange Commission filings. -FINANCIAL TABLES FOLLOW-