<PAGE>
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-QSB
<TABLE>
<S> <C>
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from to
</TABLE>
COMMISSION FILE NUMBER 0-5351
EIP MICROWAVE, INC.
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-2148645
(State or other jurisdiction of incorporation (IRS Employer Identification
or organization) No.)
3 Civic Plaza, Suite 265, Newport Beach, 92660
California
(Address of principal executive offices) (Zip Code)
</TABLE>
(714) 720-1766
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
OUTSTANDING COMMON STOCK: As of February 7, 1997, Registrant had only one class
of common stock, and had 424,907 shares of this $.01 par value common stock
outstanding.
Transitional Small Business Disclosure Format (check one): YES [ ] [ X ]
Total Number of Pages: 13
Exhibit Index 12
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<PAGE>
EIP MICROWAVE, INC.
FORM 10-QSB
QUARTER ENDED DECEMBER 31, 1996
PART I FINANCIAL INFORMATION
<TABLE>
<S> <C> <C> <C>
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of December 31,
1996 (unaudited) and September 30, 1996 Page 3
Condensed Consolidated Statements of Operations and
Retained Earnings for the three months ended December
31, 1996 and 1995 (unaudited) Page 4
Condensed Consolidated Statements of Cash Flows for the
three months ended December 31, 1996 and 1995
(unaudited) Page 5
Notes to condensed consolidated financial statements Page 6
Item 2. Management's Discussion and Analysis of Results of Pages 7-9
Operations and Financial Condition
</TABLE>
PART II OTHER INFORMATION
<TABLE>
<S> <C> <C> <C>
Item 2. Changes in Securities Page 10
Item 3. Defaults Upon Senior Securities Page 10
Item 4. Submission of Matters to Vote of Security Holders Page 10
Item 6. Exhibits and Reports on Form 8-K Page 10
Signatures Page 11
Index to Exhibits Page 12
</TABLE>
2
<PAGE>
EIP MICROWAVE, INC.
PART I--FINANCIAL INFORMATION
ITEM 1--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1996
------------- -------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 86 $ 216
Short-term investments............................................................ 26 324
------ ------
112 540
Accounts receivable, net.......................................................... 453 686
Inventories....................................................................... 1,002 1,067
Prepaid expenses.................................................................. 67 59
------ ------
Total current assets.......................................................... 1,634 2,352
Property and equipment, net......................................................... 640 631
------ ------
$ 2,274 $ 2,983
------ ------
------ ------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................................. $ 455 $ 706
Accrued liabilities............................................................... 499 546
Advanced payments from customers.................................................. 9 190
Bank borrowings................................................................... 185 185
Current portion of obligations under capital leases............................... 34 34
------ ------
Total current liabilities..................................................... 1,182 1,661
------ ------
Long term obligations under capital leases.......................................... 87 95
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; authorized--10,000,000 shares; 424,907 issued and
outstanding..................................................................... 5 5
Additional paid-in capital........................................................ 848 848
Retained earnings................................................................. 152 374
------ ------
Total stockholders' equity.................................................... 1,005 1,227
------ ------
$ 2,274 $ 2,983
------ ------
------ ------
</TABLE>
3
<PAGE>
EIP MICROWAVE, INC.
PART I/ITEM 1--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA, UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
DECEMBER 31, DECEMBER 31,
1996 1995
------------- -------------
<S> <C> <C>
Net sales............................................................................ $ 1,258 $ 1,560
------ ------
Costs and expenses:
Cost of sales...................................................................... 793 980
Research, development and engineering.............................................. 216 201
Selling, general and administrative................................................ 466 532
Interest and other, net............................................................ 5 (18)
------ ------
Total costs and expenses....................................................... 1,480 1,695
------ ------
Net loss............................................................................. (222) (135)
------ ------
Retained earnings at beginning of period............................................. 374 867
------ ------
Retained earnings at end of period................................................... $ 152 $ 732
------ ------
------ ------
Net loss per share................................................................... $ (.52) $ (.32)
------ ------
------ ------
Weighted average common shares outstanding........................................... 425 423
------ ------
------ ------
</TABLE>
4
<PAGE>
EIP MICROWAVE, INC.
PART I/ITEM 1--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CCNTINUED)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(DOLLARS IN THOUSANDS, UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
DECEMBER 31, DECEMBER 31,
1996 1995
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss........................................................................... $ (222) $ (135)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Depreciation and amortization.................................................... 76 43
(Gain) loss on sale of capital equipment......................................... (36) (45)
Change in assets and liabilities:................................................
Accounts receivable, net....................................................... 233 272
Inventories.................................................................... 65 17
Prepaid expenses............................................................... (8) 57
Accounts payable............................................................... (251) (13)
Accrued liabilities............................................................ (47) (52)
Advanced payments from customers............................................... (181) --
----- -----
Cash provided by (used in) operating activities...................................... (371) 144
----- -----
Cash flows from investing activities:
Purchase of short-term investments................................................. -- (6)
Sale of short-term investments..................................................... 298 --
Capital expenditures............................................................... (85) (218)
Proceeds from the sale of capital equipment........................................ 36 52
----- -----
Cash (used in) provided by investing activities...................................... 249 (172)
----- -----
Cash flows from financing activities:
Repayment of obligations under capital leases...................................... (8) --
----- -----
Cash used in financing activities.................................................... (8) --
----- -----
Decrease in cash and cash equivalents................................................ (130) (28)
Cash and cash equivalents at beginning of period..................................... 216 126
----- -----
Cash and cash equivalents at end of period........................................... $ 86 $ 98
----- -----
</TABLE>
5
<PAGE>
EIP MICROWAVE, INC.
PART I/ITEM 1--CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(a) The condensed consolidated financial statements presented in this Form
10-QSB have been prepared from the accounting records without audit on a
basis consistent with the financial statements included in the Company's
annual report filed with the Securities and Exchange Commission for the
preceding fiscal year. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
the rules and regulations of the Securities and Exchange Commission. The
information furnished reflects all adjustments and disclosures which are, in
the opinion of management, of a normal, recurring nature, and necessary for
a fair statement of the results for the interim periods. This report should
be read in conjunction with the Company's 1996 Annual Report on Form 10-KSB.
The results of operations for the interim periods presented are not
necessarily indicative of the results expected for the entire year.
(b) Composition of certain balance sheet captions (dollars in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1996
------------ -------------
<S> <C> <C>
(UNAUDITED)
Accounts receivable:
Trade......................................................... $ 503 $ 736
Less allowance for doubtful accounts.......................... (50) (50)
------------ -------------
$ 453 $ 686
------------ -------------
Inventories:
Raw materials................................................. $ 622 $ 719
Work-in-process............................................... 336 320
Finished goods................................................ 44 28
------------ -------------
$ 1,002 $ 1,067
------------ -------------
Property and equipment:
Cost.......................................................... $ 5,374 $ 5,319
Accumulated depreciation...................................... (4,734) (4,688)
------------ -------------
$ 640 $ 631
------------ -------------
</TABLE>
(c) The calculation of net income (loss) per share is based upon the weighted
average number of shares outstanding during the year. As a result of the
losses incurred during the three months ended December 31, 1996 and 1995,
the common equivalent shares were antidilutive and, accordingly, were
excluded from the computation of loss per share for those periods.
6
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EIP MICROWAVE, INC.
PART I/ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
THE FOLLOWING DISCUSSION CONTAINS TREND INFORMATION AND OTHER
FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE COMPANY'S HISTORICAL
RESULTS OF OPERATIONS AND THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE
NOT LIMITED TO, THOSE IDENTIFIED UNDER THE HEADING "CERTAIN FACTORS" BELOW.
RESULTS OF OPERATIONS
Net sales for the three months ended December 31, 1996, were $1,258,000, a
19% decrease from sales of $1,560,000 in the same period last year. The decrease
in sales for the period was primarily attributable to lower sales of frequency
counters.
Gross margin of 37% in the first fiscal quarter of 1997 was the same as
gross margin in the first fiscal quarter of 1996. The lower average selling
price on one government program affected gross margin for both periods.
Incoming orders for the first fiscal quarter were $876,000, a 33% decrease
from the same period a year ago. Backlog at December 31, 1996, was $381,000, a
59% decrease from the end of the first fiscal quarter last year. The decrease in
orders and backlog resulted primarily from a decrease in orders for VXIbus
products.
Research, development and engineering expenses increased 7% to $216,000 in
the first fiscal quarter of 1997, compared to $201,000 for the same quarter last
year. The increase in research, development and engineering expenses was due to
new product development expenditures, primarily to support a new frequency
measurement product currently under development.
Selling, general and administrative expenses decreased 12% to $466,000
during the first fiscal quarter of 1997, compared to $532,000 for the same
quarter last year. The decrease in selling, general and administrative expenses
is due primarily to decreased commission expense resulting from decreased sales
volume, compared to the same period last year.
The Company recorded a net loss of $222,000 for the first fiscal quarter of
1997, as compared to a net loss of $135,000 recorded during the same period last
year. A gain on the sale of capital equipment of $36,000 is included in the
first quarter net loss. The increase in the loss for the period, compared to the
same period last year, is primarily attributable to lower sales of frequency
counters and an increase in research development and engineering expenses for a
new frequency measurement product currently under development.
FINANCIAL CONDITION
At December 31, 1996, the Company's cash, cash equivalents and short-term
investment balance was $112,000, as compared to $540,000 at September 30, 1996.
At December 31, 1996, the Company had no material commitments for capital
expenditures. At December 31, 1996, working capital decreased $239,000 from
September 30, 1996, and the Company's current ratio decreased to 1.38:1 from
1.42:1 over the same time period.
As of December 31, 1996, the Company had $185,000 in principal outstanding
under a bank line of credit ("line"). The maturity date of the line was January
15, 1997, and no further borrowings are permitted. The line bears interest at
the bank's prime rate plus 3% per annum, provided that the interest rate in
effect each month shall not be less than 10% per annum, and is payable monthly
(11.25% as of December 31, 1996). The line contains various restrictive
covenants requiring, among other matters, the
7
<PAGE>
EIP MICROWAVE, INC.
PART I/ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (CONTINUED)
maintenance of minimum levels of tangible net worth and profitability and
certain financial ratios, including minimum quick ratio and maximum debt to net
worth ratio. The line also precludes or limits the Company in taking certain
actions, such as paying dividends, making loans, making acquisitions or
incurring indebtedness, without the bank's prior written consent. The line is
secured by substantially all of the Company's assets. As of December 31, 1996,
the Company was not in compliance with certain restrictive covenants of the
line. The Company has requested that the bank renew its line through January
1998 with an amendment of the restrictive covenants and an increase in available
borrowing to $500,000. In the event that the line of credit is not renewed, or
the Company is unable to maintain compliance with financial covenants, J.
Bradford Bishop, the Chairman and Chief Executive Officer of the Company, and
John F. Bishop, the Vice Chairman, Treasurer and Secretary of the Company (the
"Bishops") have agreed to finance up to $500,000 of working capital, in addition
to funds provided under the Subordinated Loan Agreement (described below), on
terms acceptable to the Bishops and the Company to replace the line of credit.
On January 10, 1997, the Bishops loaned $250,000 to the Company. On February
7, 1997, the Bishops loaned an additional $250,000 to the Company. The entire
$500,000 in aggregate principal and accrued interest thereon is due and payable
by the Company on April 10, 1997. Interest is charged at 10% per annum. The
loans are secured by substantially all of the assets of the Company and the
Bishops have agreed to subordinate these loans to the Company's bank line of
credit. If all principal and interest is not paid in full on April 10, 1997,
then, at the option of the Bishops, the outstanding amount will be deemed to be
repaid by the Company by an advance from the Bishops under the terms of the
Subordinated Loan Agreement (described below). In such event, the Bishops will
be entitled to repayment of the advance under the terms of the Subordinated Loan
Agreement, and the warrants granted to the Bishops thereunder will become
exercisable under the terms thereof based on the amount of such advance.
The Company and the Bishops are parties to a Subordinated Loan Agreement
dated December 16, 1996. This agreement provides for borrowings up to a maximum
aggregate amount of $600,000 by the Company. The commitment of the Bishops to
make advances to the Company expires on February 1, 1998, and all advances must
be repaid by February 1, 2000. Interest is charged at 8% per annum, and is
payable quarterly. The advances are secured by substantially all of the assets
of the Company and the Bishops have agreed to subordinate their advances to the
Company's bank line of credit. The agreement contains various restrictive
covenants. In connection with the Subordinated Loan Agreement, the Company will
issue warrants entitling the Bishops to purchase up to 90,000 shares of the
Company's common stock at $3.00 per share. The warrants will expire on December
16, 2001.
Future operating performance and levels of capital expenditures could reduce
the total amount of funds available under the bank line of credit (if renewed)
and the Subordinated Loan Agreement.
The Company believes that the cash on hand, funds generated from operations,
funds available under a renewed or replaced bank line of credit and the
Subordinated Loan Agreement will provide for the cash requirements for fiscal
1997.
8
<PAGE>
EIP MICROWAVE, INC.
PART I/ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (CONTINUED)
CERTAIN FACTORS
IN ADDITION TO THE FACTORS DISCUSSED ELSEWHERE IN THIS QUARTERLY REPORT ON
FORM 10-QSB, THE FOLLOWING ARE IMPORTANT FACTORS WHICH COULD CAUSE ACTUAL
RESULTS OR EVENTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY
FORWARD-LOOKING STATEMENT MADE BY OR ON BEHALF OF THE COMPANY.
PRODUCT DEVELOPMENT AND INTRODUCTION
The Company expects to continue to invest in research and development of new
products, and anticipates the introduction of a new frequency measurement
product in fiscal year 1997. Due to the uncertainty associated with any product
development and introduction (such as delays in development and lack of market
acceptance of the new product), there can be no assurances that the Company's
development and introduction efforts will be successful. If the Company does not
successfully introduce a new frequency measurement product in fiscal year 1997,
the Company's business, financial condition and results of operations will be
materially adversely affected.
LIQUIDITY
The Company's fiscal 1997 operating plan assumes that additional financing
will be necessary to fund its 1997 operations. The Company has requested that
the bank renew its line of credit through January 1998 and increase its
availability under the line of credit to $500,000 (see description under
"Financial Condition" above). The inability to successfully renew the bank line
of credit with the availability requested by the Company could have a material
adverse effect on the Company's business, financial condition and results of
operations. If the Company is unable to secure an alternate source of capital,
it may be required to significantly curtail its planned operations.
Although the Company believes that its existing and available cash
resources, together with the requested availability under a renewed or replaced
bank line of credit and the Subordinated Loan Agreement, should be sufficient to
meet its needs for fiscal year 1997, there can be no assurance that such cash
resources will be sufficient to satisfy the Company's operating requirements.
The actual cash resources required will depend upon numerous factors, including
those described under "Product Development and Introduction" above and "Other
Factors" below.
OTHER FACTORS
The Company's results of operations are also affected by a wide variety of
other factors, including fluctuations in customer demand, competitive factors
(such as pricing pressures on existing products and the timing and market
acceptance of new product introductions by competitors of the Company), and both
general economic conditions and conditions specific to the microwave and RF test
and measurement industry.
Due to the foregoing and other factors, past results are not a reliable
predictor of future results. In addition, the securities of many technology and
developmental companies, such as the Company, have historically been subject to
extensive price and volume fluctuations that may adversely affect the market
price of their common stock.
9
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EIP MICROWAVE, INC.
PART II--OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
The Company's bank line of credit contains restrictions on dividend payments
and other restrictive covenants regarding, among other matters, the maintenance
of minimal levels of profitability and tangible net worth, minimum quick ratio
and limits of debt to net worth. The Company's Subordinated Loan Agreement
contains restrictions on dividend payments and other restrictive covenants. The
bank line of credit and the Subordinated Loan Agreement are more fully described
in Part I/Item 2--Financial Condition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of December 31, 1996, the Company was in default under its bank line of
credit. The bank line of credit, among other restrictive covenants, prohibits
the incurrence of losses by the Company in excess of $120,000 for the quarter
ending December 31, 1996. The Company's actual loss for such quarter was
$222,000. The principal amount outstanding under the existing credit facility
was $185,000 as of December 31, 1996.
All principal and interest under the bank line of credit was due and payable
on January 15, 1997. The Company repaid $34,500 of the outstanding principal
amount on January 15, 1997. The remaining principal amount outstanding on
January 15, 1997 was $150,500.
The Company has requested that the bank renew its line of credit through
January 1998 with an amendment of the restrictive covenants and an increase in
available borrowing to $500,000. The bank line of credit is more fully described
in Part 1/Item 2--Financial Condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) No matter was submitted to a vote of the security holders during the
period covered by this report, through solicitation of proxies or
otherwise.
(b) Subsequent Event Disclosure:
The Company held its Annual Meeting of Stockholders on February 5, 1997.
Two items were voted on by the stockholders.
(1) Mr. John F. Bishop and Mr. J. Bradford Bishop were re-elected as
Class I members of the Board of Directors with terms expiring at the
2000 Annual Meeting. The votes cast for or withheld for the nominees
were as follows: For--355,671; Withheld--11,605. Michael E. Johnson
and J. Sidney Webb, each a Class II director, and Robert D. Johnson,
a Class III director, were not up for re-election and continue in
office.
(2) The stockholders approved the Company's Second Amended and Restated
1994 Stock Option Plan, as adopted by the Board of Directors. Vote to
approve as follows: For-- 240,598; Against--25,362; Abstain--790;
Broker Non-Votes--100,526.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company did not file with the Commission any reports on Form 8-K in
the quarter ended December 31, 1996.
10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
<TABLE>
<S> <C>
EIP MICROWAVE, INC.
(Registrant)
DATE: February 12, 1997 BY: /s/ J. BRADFORD BISHOP
----------------------------------------
J. Bradford Bishop
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
DATE: February 12, 1997 BY: /s/ LEWIS R. FOSTER
----------------------------------------
Lewis R. Foster
PRESIDENT AND CHIEF OPERATING OFFICER
DATE: February 12, 1997 BY: /s/ JOHN F. BISHOP
----------------------------------------
John F. Bishop
VICE CHAIRMAN, TREASURER AND
SECRETARY (PRINCIPAL FINANCIAL OFFICER)
</TABLE>
11
<PAGE>
EIP MICROWAVE, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------ ---------------------
<C> <S> <C>
27 Financial Data Schedule 13
</TABLE>
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 86
<SECURITIES> 26
<RECEIVABLES> 503
<ALLOWANCES> 50
<INVENTORY> 1,002
<CURRENT-ASSETS> 1,634
<PP&E> 5,374
<DEPRECIATION> 4,734
<TOTAL-ASSETS> 2,274
<CURRENT-LIABILITIES> 1,182
<BONDS> 0
0
0
<COMMON> 5
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 2,274
<SALES> 1,258
<TOTAL-REVENUES> 1,258
<CGS> 793
<TOTAL-COSTS> 793
<OTHER-EXPENSES> 687
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (222)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (222)
<EPS-PRIMARY> (.52)
<EPS-DILUTED> (.52)
</TABLE>
