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 June 30, 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: 0-8574
MICROWAVE POWER DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3622306
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
49 Wireless Boulevard
Hauppauge, New York 11788-3935
(Address of principal executive offices, including zip code)
(516) 231-1400
(Registrant's telephone number, including area code)
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 |_|
As of August 13, 1996, there were 10,375,000 shares outstanding of the
registrant's Common Stock, $.01 par value.
<PAGE>
MICROWAVE POWER DEVICES, INC.
INDEX
PART I -- FINANCIAL INFORMATION Page No.
--------
ITEM 1. Consolidated Financial Statements
Consolidated Balance Sheets -- June 30,
1996 and December 31, 1995.................................... 3
Consolidated Statements of Operations --
Three and six months ended
June 30, 1996 and 1995 ....................................... 4
Consolidated Statements of Cash Flows --
Six months ended June 30,
1996 and 1995 ................................................ 5
Notes to Consolidated Financial Statements.................... 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 7
PART II -- OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders ......... 12
ITEM 6. Exhibits and Reports on Form 8-K............................. 12
SIGNATURES........................................................... 13
Page 2
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
MICROWAVE POWER DEVICES, INC. and SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
-------- --------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................................................................. $ 307 $ 388
Accounts receivable, net of allowance for doubtful accounts of $67 ........................ 7,108 9,426
Inventories, net .......................................................................... 23,676 18,912
Prepaid expenses and other current assets ................................................. 481 480
Deferred income taxes ..................................................................... 3,829 2,515
-------- --------
Total current assets ................................................................. 35,401 31,721
PROPERTY, PLANT AND EQUIPMENT, net ............................................................. 8,419 8,364
INTANGIBLE ASSETS, net ......................................................................... 358 382
INVESTMENT IN MARKETABLE SECURITIES AND OTHER LONG
TERM ASSETS ................................................................................. 771 760
-------- --------
$ 44,949 $ 41,227
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ......................................................... $ 45 $ 40
Accounts payable .......................................................................... 6,063 4,883
Accrued liabilities ....................................................................... 2,539 2,269
-------- --------
Total current liabilities ............................................................ 8,647 7,192
-------- --------
DEFERRED INCOME TAXES .......................................................................... 416 416
-------- --------
LONG-TERM DEBT ................................................................................. 13,888 9,678
-------- --------
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value; 5,000,000 shares authorized; no shares
issued or outstanding .................................................................. -- --
Common stock, $.01 par value; 25,000,000 shares authorized; 10,375,000
shares issued and outstanding .......................................................... 104 104
Additional paid-in capital ................................................................ 23,276 23,276
Notes receivable from shareholders ........................................................ (225) (225)
Retained earnings (accumulated deficit) ................................................... (1,157) 786
-------- --------
Total shareholders' equity ........................................................... 21,998 23,941
-------- --------
$ 44,949 $ 41,227
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated balance sheets.
Page 3
<PAGE>
MICROWAVE POWER DEVICES, INC. and SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
--------------------------- ---------------------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
-------- ------- -------- -------
<S> <C> <C> <C> <C>
NET SALES ............................................ $ 11,019 $ 3,999 $ 22,278 $ 7,732
COST OF SALES ........................................ 9,099 3,148 17,369 5,813
-------- ------- -------- -------
Gross profit ............................... 1,920 851 4,909 1,919
-------- ------- -------- -------
OPERATING EXPENSES:
General and administrative ...................... 865 878 1,768 1,570
Selling ......................................... 961 983 2,038 1,792
Research and development ........................ 1,998 936 3,963 1,304
-------- ------- -------- -------
3,824 2,797 7,769 4,666
-------- ------- -------- -------
Loss from operations ....................... (1,904) (1,946) (2,860) (2,747)
INTEREST EXPENSE, net ................................ 213 280 379 522
OTHER (INCOME) EXPENSE, net .......................... (1) 31 (1) 40
-------- ------- -------- -------
Loss before income taxes ................... (2,116) (2,257) (3,238) (3,309)
BENEFIT FOR INCOME TAXES ............................. (936) (901) (1,295) (1,324)
-------- ------- -------- -------
Net loss ................................... $ (1,180) $(1,356) $ (1,943) $(1,985)
======== ======= ======== =======
PER SHARE INFORMATION:
Net loss per common share ....................... $ (0.11) $ (0.18) $ (0.19) $ (0.26)
======== ======= ======== =======
Weighted average common shares
outstanding ............................. 10,375 7,500 10,375 7,500
======== ======= ======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
Page 4
<PAGE>
MICROWAVE POWER DEVICES, INC. and SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, June 30,
1996 1995
------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss .................................................................................... $(1,943) $(1,985)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization .......................................................... 602 455
Deferred income taxes .................................................................. (1,314) (1,337)
Loss on sale of property, plant and equipment .......................................... 0 12
Loss on sale of investment in marketable securities .................................... 0 28
Changes in operating assets and liabilities:
Accounts receivable .................................................................... 2,318 2,621
Inventories ............................................................................ (4,764) (6,267)
Prepaid expenses and other assets ...................................................... (24) (93)
Accounts payable and accrued liabilities ............................................... 1,450 1,729
------- -------
Net cash used in operating activities ............................................. (3,675) (4,837)
------- -------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment ............................................. (647) (408)
Proceeds from sale of property, plant and equipment .................................... 15 7
Investment in marketable securities .................................................... 11 12
------- -------
Net cash used in investing activities ............................................. (621) (389)
------- -------
FINANCING ACTIVITIES:
Proceeds from long-term debt ........................................................... 0 6
Principal payments of long-term debt ................................................... (40) (40)
Net proceeds from revolving line of credit ............................................. 4,255 2,121
Deferred financing costs ............................................................... 0 (4)
Advances from affiliates, net .......................................................... 0 3,182
Net cash provided by financing activities ......................................... 4,215 5,265
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................................................. (81) 39
CASH AND CASH EQUIVALENTS, beginning of year ..................................................... 388 410
------- -------
CASH AND CASH EQUIVALENTS, end of period ......................................................... $ 307 $ 449
======= =======
SUPPLEMENTAL DATA:
Cash paid for interest ...................................................................... $ 429 $ 486
======= =======
Cash paid for income taxes .................................................................. $ 13 $ 19
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
Page 5
<PAGE>
MICROWAVE POWER DEVICES, INC. and SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
(in thousands, except per share data)
(unaudited)
1. Reference is made to the Notes to Consolidated Financial Statements
contained in the Company's December 31, 1995 audited consolidated financial
statements included in the Company's 1995 Annual Report and the Company's 1995
Annual Report on Form 10-K filed with the SEC on April 1, 1996. In the opinion
of Management, the interim unaudited financial statements included herein
reflect all adjustments necessary, consisting of normal recurring adjustments,
for a fair presentation of such data on a basis consistent with that of the
audited data presented therein. The consolidated results of operations for
interim periods are not necessarily indicative of the results to be expected for
a full year.
2. Earnings per share for the three and six months ended June 30, 1996 do
not include the impact of outstanding options as the effect of their inclusion
would be anti-dilutive.
3. No stock options were granted, canceled or exercised during the second
quarter of 1996 under either the 1995 or 1996 Stock Option Plans.
Page 6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Overview
Microwave Power Devices, Inc. ("Microwave Power Devices" or the "Company")
commenced operations in 1967. During the past 29 years, the Company has
designed, manufactured and marketed high power, solid-state, radio frequency
("RF") and microwave power amplifiers and related subsystems for military,
medical, in-flight communications and, most recently, wireless
telecommunications applications.
The Company has historically been dependent upon the military market as its
principal source of revenue. In 1992, as the military market was declining, the
Company increased the scope of its business and entered commercial markets,
thereby broadening its product offerings. The Company now develops precision
high-power amplifiers for a variety of commercial uses.
The Company is devoting significant resources to increase its commercial
product offerings, particularly for the wireless telecommunications market. As a
result, the Company's research and development expenses have increased because
customer-funding of product developments costs, which is typical in the military
market, is less prevalent in commercial markets.
Forward Looking Statements
Certain information contained in this Quarterly Report on Form 10-Q,
including, without limitation, information appearing under Part I, Item 2,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," are forward-looking statements (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934). Factors set forth in the Company's Annual Report on Form 10-K, filed
April 1, 1996, under Item 1, "Business - Risk Factors," together with other
factors that appear with the forward-looking statements, or in the Company's
other Securities and Exchange Commission filings, including its Registration
Statement on Form S-1 dated September 29, 1995, could affect the Company's
actual results and could cause the Company's actual results to differ materially
from those expressed in any forward-looking statements made by, or on behalf of,
the Company in this Quarterly Report on Form 10-Q.
Results of Operations --
Second Quarters Ended June 30, 1996 and June 30, 1995
Net Sales. Net sales increased by 176% to $11.0 million in the second
quarter of 1996 from $4.0 million in the second quarter of 1995. This sales
increase was predominantly due to shipments to two wireless telecommunications
original equipment manufacturers ("OEMs") and, to a lesser extent, shipments to
one foreign military OEM. Sales of commercial products increased by 163% to $7.2
million in the second quarter of 1996 from $2.7 million in the second quarter of
1995, representing 65% and 68%, respectively, of net sales in such periods.
Sales of military products increased by 202% to $3.8 million in the second
quarter of 1996 from $1.3 million in the second quarter of 1995, representing
35% and 32%, respectively, of net sales in such periods.
International sales increased to $3.6 million in the second quarter of 1996
from $0.4 million in the second quarter of 1995, totaling 33% of net sales in
the second quarter of 1996 compared to 9% in the second quarter of 1995. The
increase in international sales was predominantly due to higher foreign wireless
telecommunications OEM business. In the second quarter of 1996, sales to a
foreign commercial OEM and a domestic commercial OEM accounted for 30% and 19%,
respectively, of the Company's net sales. In the second quarter of 1995, sales
to a domestic medical OEM accounted for 18% of the Company's net sales.
Page 7
<PAGE>
Gross Profit. Gross profit increased by 126% to $1.9 million in the second
quarter of 1996 from $0.8 million in the second quarter of 1995. This increase
in gross profit was primarily due to the increased sales volume. The Company's
gross profit margin (gross profit as a percentage of sales) decreased, however,
to 17.4% in the second quarter of 1996 from 21.3% in the second quarter of 1995.
This decrease was primarily due to a $1.0 million write-off of wireless
multi-channel work-in-process inventory related to the cancellation of the
remainder of the AirNet contract. In addition, the second quarter of 1996 was
also adversely affected by low gross profits experienced on two military OEM
contracts, low gross profit realized on a small domestic wireless
telecommunications OEM contract and the overall low gross profit obtainable on
Cellular-CDMA multi-channel amplifiers.
There can be no assurances that gross profit will improve. If the Company
is not able to reduce its production costs to the extent anticipated, or to
introduce new products with higher margins, and if average selling prices
decline beyond current expectations, the Company's gross profit and results of
operations could be materially affected. The Company's gross profit may also be
affected by a variety of other factors, including the mix of systems and
equipment sold; production, reliability or quality problems; and price
competition.
General and Administrative Expenses. General and administrative expenses
remained relatively stable at $0.9 million in both the second quarters of 1996
and 1995, representing 7.9% and 21.9%, respectively, of net sales. The decrease
in general and administrative expenses as a percentage of net sales was directly
attributable to the overall sales volume growth in the second quarter of 1996 as
compared to the second quarter of 1995.
Selling Expenses. Selling expenses remained relatively stable at $1.0
million in both the second quarters of 1996 and 1995, representing 8.7% and
24.6%, respectively, of net sales. The decrease in selling expenses as a
percentage of net sales was directly attributable to the overall sales volume
growth in the second quarter of 1996 as compared to the second quarter of 1995.
Research and Development Expenses. Research and development expenses
increased by 113% to $2.0 million in the second quarter of 1996 from $0.9
million in the second quarter of 1995, representing 18.1% and 23.4%,
respectively, of net sales. The increase in research and development expenses
resulted primarily from increased wireless telecommunications and military
product development. The Company believes that the continued introduction of new
products is essential to its competitiveness and is committed to continued
investment in research and development.
Interest Expense. Interest expense decreased by 24% to $0.2 million in the
second quarter of 1996 from $0.3 million in the second quarter of 1995,
primarily reflecting a loan repayment, in the latter part of 1995, to the
Company's largest stockholder (through the utilization of a portion of the
proceeds from the Company's initial public offering).
Provision for Income Taxes. The Company's effective tax rate increased to
44.2% in the second quarter of 1996 from 39.9% in the second quarter of 1995.
The higher rate in the second quarter of 1996 was due to the Company's current
anticipation of a full year 1996 net loss thereby requiring a year-to-date
adjustment in the current quarter for the lower effective tax rate used for the
first quarter of 1996. The lower rate in the second quarter of 1995 was due to
the net loss incurred by the Company, the benefit of which the Company expects
to utilize to offset future taxable income.
Page 8
<PAGE>
Six Months Ended June 30, 1996 and June 30, 1995
Net Sales. Net sales increased by 188% to $22.3 million in the first six
months of 1996 from $7.7 million in the first six months of 1995. This sales
increase was predominantly due to shipments to two wireless telecommunications
OEMs. This is in line with the Company's transition from a dependent military
supplier to a commercial manufacturer. Sales of commercial products increased by
289% to $16.9 million in the first six months of 1996 from $4.3 million in the
first six months of 1995, representing 76% and 56%, respectively, of net sales
in such periods. Sales of military products increased by 59% to $5.4 million in
the first six months of 1996 from $3.4 million in the first six months of 1995,
representing 24% and 44%, respectively, of net sales in such periods.
International sales increased to $9.3 million in the first six months of
1996 from $0.8 million in the first six months of 1995, totaling 42% of net
sales in the first six months of 1996 compared to 10% in the first six months of
1995. The increase in international sales was predominantly due to higher
foreign wireless telecommunications OEM business. In the first six months of
1996, sales to a foreign commercial OEM and a domestic commercial OEM accounted
for 39% and 17%, respectively, of the Company's net sales. In the first six
months of 1995, sales to a domestic medical OEM accounted for 20% of the
Company's net sales.
Gross Profit. Gross profit increased by 156% to $4.9 million in the first
six months of 1996 from $1.9 million in the first six months of 1995. This
increase in gross profit was primarily due to the increased sales volume. The
Company's gross profit margin (gross profit as a percentage of sales) decreased,
however, to 22.0% in the first six months of 1996 from 24.8% in the first six
months of 1995. This decrease was primarily due to a $1.0 million write-off of
wireless multi-channel work-in-process inventory related to the cancellation of
the remainder of the AirNet contract. In addition, the first six months of 1996
was also adversely affected by lower than anticipated absorption of overhead
expenses, higher commercial warranty expenses (as a percentage of net sales),
low gross profits experienced on various military OEM contracts and the overall
low gross profit obtainable on Cellular-CDMA multi-channel amplifiers.
There can be no assurances that gross profit will improve. If the Company
is not able to reduce its production costs to the extent anticipated, or to
introduce new products with higher margins, and if average selling prices
decline beyond current expectations, the Company's gross profit and results of
operations could be materially affected. The Company's gross profit may also be
affected by a variety of other factors, including the mix of systems and
equipment sold; production, reliability or quality problems; and price
competition.
General and Administrative Expenses. General and administrative expenses
increased by 13% to $1.8 million in the first six months of 1996 from $1.6
million in the first six months of 1995, representing 7.9% and 20.3%,
respectively, of net sales. This increase was primarily the result of increased
costs associated with being a public company. The decrease in general and
administrative expenses as a percentage of net sales was directly attributable
to the overall sales volume growth in the first six months of 1996 as compared
to the first six months of 1995.
Selling Expenses. Selling expenses increased by 14% to $2.0 million in the
first six months of 1996 from $1.8 million in the first six months of 1995,
representing 9.1% and 23.2%, respectively, of net sales. This increase resulted
primarily from higher sales representative commissions partially offset by lower
bid and proposal expenses. The decrease in selling expenses as a percentage of
net sales was directly attributable to the overall sales volume growth in the
first six months of 1996 as compared to the first six months of 1995.
Research and Development Expenses. Research and development expenses
increased by 204% to $4.0 million in the first six months of 1996 from $1.3
million in the first six months of 1995, representing 17.8% and 16.8%,
respectively, of net sales. This increase resulted primarily from increased
wireless telecommunications product development and, to a lesser extent,
increased military product development. The Company believes that the continued
introduction of new products is essential to its competitiveness and is
committed to continued investment in research and development.
Interest Expense. Interest expense decreased by 27% to $0.4 million in the
first six months of 1996 from $0.5 million in the first six months of 1995,
primarily reflecting a loan repayment, in the latter part of 1995, to the
Page 9
<PAGE>
Company's largest stockholder (through the utilization of a portion of the
proceeds from the Company's initial public offering).
Provision for Income Taxes. The Company's effective tax rate for both the
first six months of 1996 and 1995 was 40%. This rate was due to the net loss
anticipated for the full year 1996 and incurred for the full year 1995, the
benefit of which the Company expects to utilize to offset future taxable income.
Liquidity and Capital Resources
In the fourth quarter of 1995, the Company successfully completed its
initial public offering ("IPO") raising net proceeds to the Company of
approximately $20.4 million from the Company's sale of 2,875,000 shares of
Common Stock, including the underwriters' over-allotment option. Prior to its
IPO and since September 1991, the Company had financed its operations and met
its capital requirements through the following four sources: (i) cash provided
by operating activities; (ii) loans from the Company's largest stockholder and
its affiliates; (iii) the issuance of Industrial Development Revenue Bonds in
the aggregate principal amount of $4.8 million; and (iv) a $9.0 million credit
facility that was established with Fleet Capital Corporation in 1994 and which
was increased to $12.0 million in February 1995.
The Fleet Capital credit facility consists of a revolving line of credit
and an equipment lease line of credit. These components of the credit facility
bear interest at annual rates equal to the prime rate plus 1.0% and the prime
rate plus 1.25%, respectively, and mature in April 1999. Aggregate borrowings
under the revolving line of credit are limited by a borrowing base, which is
calculated as the sum of 85% of eligible accounts receivable, 35% to 50% of raw
materials and work-in-process inventories and 65% of eligible finished goods
inventory (with borrowings based on aggregate eligible inventory limited to $6.0
million). At July 31, 1996, the Company's aggregate borrowings were
approximately equal to its availability. The credit facility is subject to
customary covenants, including, among other things, limitations with respect to
incurring indebtedness, payment of dividends and affiliate advances, and
provisions for maintaining certain financial ratios. On August 12, 1996, the
Company and Fleet Capital amended the loan agreement to provide for a waiver of
a financial covenant for the quarter ended June 30, 1996. In addition, the
Company and Fleet Capital revised certain financial covenants and added an
additional financial covenant, all of which became effective as of June 30,
1996.
Operating activities used net cash of $3.7 million and $4.8 million in the
first six months of 1996 and 1995, respectively. From December 31, 1995 to June
30, 1996, accounts receivable decreased by $2.3 million while inventory and
accounts payable increased by $4.8 million and $1.2 million, respectively. The
decrease in accounts receivable was due to a more gradual increase in the level
of monthly shipments in the second quarter of 1996 as compared to the
significant increase in shipments that occurred late in the fourth quarter of
1995, as well as the normal collection of receivables. The increase in inventory
was primarily due to an increase in raw material/component inventory and
work-in-process inventory for wireless telecommunications products caused by a
slower than expected PCS-CDMA rollout in the U.S. wireless telecommunications
infrastructure market and, to a lesser extent, continued pre-production efforts
on long term military contracts. The increase in accounts payable was primarily
due to material purchases associated with the above inventory growth. Investing
activities, which consisted primarily of equipment acquisitions, used net cash
of $0.6 million and $0.4 million in the first six months of 1996 and 1995,
respectively. Financing activities which consisted primarily of net proceeds
from the revolving line of credit and net advances from affiliates, provided net
cash of $4.2 million and $5.3 million in the first six months of 1996 and 1995,
respectively.
Capital expenditures were $0.6 million and $0.4 million in the first six
months of 1996 and 1995, respectively. These expenditures were funded primarily
through cash provided by the Company's credit facility. Principal expenditures
for the first six months of 1996 included engineering and manufacturing test
equipment, the expansion of the Company's parking area, sales demonstration
equipment, a new wireless telecommunications trade show booth and personal
computer upgrades. The Company anticipates making additional capital
expenditures of $1.1 million during the remainder of 1996, including the
purchase of additional engineering and manufacturing test equipment as well as
Page 10
<PAGE>
continued upgrades to its CAE/CAD systems. The contemplated expansion to the
Company's existing facility has been put on hold indefinitely.
As of June 30, 1996, the Company had working capital of approximately $26.8
million, compared to approximately $24.5 million as of December 31, 1995.
Working capital as of June 30, 1996 included approximately $7.1 million and
$23.7 million in accounts receivable and inventory, respectively. The Company's
current ratio (ratio of current assets to current liabilities) as of June 30,
1996 was 4.1:1, compared with a current ratio of 4.4:1 as of December 31, 1995.
As of June 30, 1996, the Company's debt to equity ratio was 0.6:1, compared with
a debt to equity ratio of 0.4:1 as of December 31, 1995.
The Company believes that cash generated from operations, amounts available
under its credit facility, and/or third party financing will be sufficient to
fund necessary capital expenditures and to provide adequate working capital for
at least the next 12 months. There can be no assurance, however, that the
Company will not require additional financing prior to such date to fund its
operations, and, if required, that such financing will be available on
commercially reasonable terms. In addition, the Company may require additional
financing after such date to fund its operations.
Page 11
<PAGE>
PART II -- OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
At the Company's Annual Meeting of Stockholders held Thursday, May 2, 1996,
at 11:00 A.M., local time, at the offices of Proskauer Rose Goetz & Mendelsohn
LLP, 1585 Broadway, 26th Floor, New York, New York 10036, the following items
were voted upon:
<TABLE>
For Against Abstain
--------- ------- -------
<S> <C> <C> <C>
1. Election of Directors:
George J. Sbordone 9,110,579 0 2,019
Edward J. Shubel 9,110,698 0 1,900
Merril M. Halpern 9,109,698 0 2,900
A. Lawrence Fagan 9,104,578 0 8,020
Alfred Weber 9,104,698 0 7,900
David J. Aldrich 9,109,698 0 2,900
Warren A. Law 9,105,578 0 7,020
James Silver 9,110,698 0 1,900
2. Adoption of the 1996
Stock Option Plan 7,844,308 1,218,450 49,840
3. Ratify the appointment of
Arthur Andersen LLP 9,095,858 3,000 13,740
</TABLE>
ITEM 6. Exhibits and Reports on Form 8-K.
(a) None.
(b) No reports on Form 8-K have been filed during the quarter for which
this report is filed.
Page 12
<PAGE>
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.
MICROWAVE POWER DEVICES, INC.
(Registrant)
Dated: August 13, 1996 /s/ Edward J. Shubel
--------------------
By: Edward J. Shubel
President and CEO
Dated: August 13, 1996 /s/ Paul E. Donofrio
--------------------
By: Paul E. Donofrio
Vice President Finance/CFO
(Principal Financial and Accounting
Officer)
Page 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
consolidated financial statements found on the Quarterly Report on Form 10-Q,
June 30, 1996, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Jun-30-1996
<CASH> 307
<SECURITIES> 0
<RECEIVABLES> 7,175
<ALLOWANCES> 67
<INVENTORY> 23,676
<CURRENT-ASSETS> 35,401
<PP&E> 11,842
<DEPRECIATION> 3,423
<TOTAL-ASSETS> 44,949
<CURRENT-LIABILITIES> 8,647
<BONDS> 13,888
0
0
<COMMON> 104
<OTHER-SE> 21,894
<TOTAL-LIABILITY-AND-EQUITY> 44,949
<SALES> 22,278
<TOTAL-REVENUES> 22,278
<CGS> 17,369
<TOTAL-COSTS> 17,369
<OTHER-EXPENSES> (1)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 379
<INCOME-PRETAX> (3,238)
<INCOME-TAX> (1,295)
<INCOME-CONTINUING> (1,943)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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