SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 18, 1995
CINCINNATI MICROWAVE, INC.
(Exact Name of Registrant as Specified in Charter)
Ohio 0-13136 31-0903863
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Microwave Plaza, Cincinnati, Ohio 45249-8236
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (513)489-5400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
Litigation
On October 18, 1995 an action was filed in the United States
District Court, Southern District of Ohio, Western Division, by
Richard Kaufman, individually and allegedly on behalf of all
others similarly situated (the "Plaintiffs"), against Cincinnati
Microwave, Inc. (the "Company"), James L. Jaeger, Jacques A.
Robinson, John W. Noland, the Company's Directors, Montgomery
Securities and Roney & Co. (collectively, the "Defendants").
The complaint alleged that the Company had filed a false and
misleading Registration Statement and Prospectus with the
Securities and Exchange Commission in connection with the sale
of 4,000,000 Common Shares in a public offering effective August
25, 1995. Montgomery Securities and Roney & Co. were the
underwriters for the public offering (the "Underwriters"). The
complaint further alleged that the Registration Statement and
Prospectus omitted or falsely stated the alleged fact that the
Company already had been materially adversely affected by
previously undisclosed production costs and by delayed or lost
sales of its radar warning detector products, at the time that
the Registration Statement became effective.
In the complaint, the Plaintiffs seek relief against the
Defendants for violations of Sections 11, 12(2) (relief not
sought against Company officers) and 15 (relief not sought
against the Company or the Underwriters) of the Securities Act
of 1933 and for negligent misrepresentation. The Plaintiffs
generally seek damages in an amount equal to the difference
between the price paid for the Common Shares in the public
offering and either the current value of such stock, if
currently held, or the price at which such stock was disposed of
in the market, if disposed of before the commencement of the
action. In the alternative, the Plaintiffs seek to rescind
their purchases and recover the consideration paid for the
Common Shares or, if the Plaintiffs no longer hold such stock,
for unspecified damages.
On October 18, 1995, an action also was filed in the United
States District Court, Southern District of Ohio, Western
Division, by Chesapeake Capital Group, Inc., for itself and
allegedly on behalf of all others similarly situated (the
"Chesapeake Plaintiffs"), against the Company, James L. Jaeger,
Jacques A. Robinson, John W. Noland, Montomery Securities and
Roney & Co. (the "Chesapeake Defendants"). The complaint in
this action alleged that in connection with the public offering
of the Common Shares of the Company on August 25, 1995, the
Chesapeake Defendants with the exception of the the Underwriters
had violated Section 10(b), Rule 10b-5 and Section 20 of the
Securities Exchange Act of 1934. The complaint also alleged
against all Chesapeake Defendants violations of Section 11 of
the Securities Act of 1933 and against all Chesapeake Defendants
with the exceptions of the Company and the Underwriters
violations of Section 15 of that Act. The complaint seeks
unspecified damages.
On October 24, 1995, an action was also was filed in the United
States District Court, Southern District of Ohio, Western
Division, by Bruce Stumpf and Paul J. O'Reilly, individually and
allegedly on behalf of all others similarly situated, against
the Company, James L. Jaeger, Jacques A. Robinson, John W.
Noland, the Company's Directors and the Underwriters. The
allegations of this complaint and the relief sought are
substantially identical to the Kaufman action described above.
Third Quarter Results and Outlook for Full Year
On October 26, 1995 the Company issued press releases reporting
third quarter results and commenting on results for the full
year. Copies of the press releases are attached as an exhibit
to this Form 8-K
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
99(i) - Press releases reporting third quarter results and
commenting on results for the full year.
SIGNATURE
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 hereunto duly authorized.
CINCINNATI MICROWAVE, INC.
By: /ss/ Walter P. Masavage
-----------------------
Name: Walter P. Masavage
Title: Vice President/Finance
Date: October 27, 1995
FOR FURTHER INFORMATION:
At the Company: At the Financial Relations Board:
Elaine Bacon Murrey Morrow, Analyst Inquiries
513-489-5400 312-640-6725
Heather Wietzel Karl Plath, General Inquiries
513-247-4213 312-640-6738
[email protected]
For Release via PR Newswire at 4:00 p.m. eastern time
Thursday, October 26, 1995
Cincinnati Microwave Reports 3rd Quarter Results
Cincinnati, OH, October 26, 1995 -- Cincinnati Microwave, Inc.
(Nasdaq:CNMW, CNMWW) today announced final results for its third
quarter ended October 1, 1995. For the quarter, net sales were
$22.1 million, up 45 percent from $15.3 million in the
comparable prior period. The net loss was $2.6 million, or 18
cents per share, compared with a loss of $4.0 million, or 37
cents per share, last year. Average shares outstanding in the
quarter were 14.7 million compared with 10.9 million in the
third quarter of 1994.
For the nine months ended October 1, 1995, net sales were $54.8
million, up 33 percent from $41.3 million in the comparable
period a year ago. Gross profit was up 13 percent to $13.0
million from $11.5 million. The net loss declined to $4.0
million, or 28 cents per share, from $6.3 million, or 58 cents
per share, last year.
For the quarter, revenues from the company's spread spectrum
cordless telephones rose 139 percent to $8.6 million from $3.6
million in last year's third quarter. Sales of radar/laser
detectors for the quarter were up 26 percent to $13.3 million
from $10.6 million last year.
Cincinnati Microwave, Inc., based in Cincinnati, Ohio, designs,
manufactures and markets ultrahigh frequency and microwave
wireless communication products for sale under its own brand
name and for many of the world's leading providers of consumer
and commercial electronics products. The company leverages its
wireless and digital signal processing expertise and high
volume, low cost manufacturing capabilities in its leading-edge
product line, which includes cordless telephones with SureLink
and modems for use on the cellular digital packet data networks.
The company's common stock is traded on the Nasdaq National
Market System under the symbol CNMW.
<TABLE>
<CAPTION>
CINCINNATI MICROWAVE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
OCT. 1 SEP. 25 PERCENT
1995 1994 CHANGE
<S> <C> <C> <C>
RADAR DETECTORS $13,256 $10,560 26%
CORDLESS TELEPHONES 8,552 3,572 139%
OTHER 309 1,167 (74)%
NET SALES $22,117 $15,299 45%
COST OF SALES 18,391 12,312 49%
------ ------
GROSS PROFIT 3,726 2,987 25%
OPERATING EXPENSES:
RESEARCH & DEVELOPMENT 2,029 2,099 (3)%
SELLING EXPENSES 2,792 3,447 (19)%
ADMINISTRATIVE EXPENSES 1,293 1,142 13%
------ ------
6,114 6,688 (9)%
------ ------
OPERATING INCOME (LOSS) (2,388) (3,701)
OTHER INCOME (EXPENSE), NET (249) (294)
------ ------
INCOME (LOSS) BEFORE INCOME TAXES (2,637) (3,995)
INCOME TAX EXPENSE (BENEFIT) 0 0
------ ------
NET INCOME (LOSS) ($2,637) ($3,995)
------ ------
EARNINGS (LOSS) PER SHARE ($0.18) ($0.37)
WEIGHTED AVERAGE SHARES OUTSTANDING 14,672 10,888 35%
</TABLE>
<TABLE>
<CAPTION>
CINCINNATI MICROWAVE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
NINE MONTHS ENDED
OCT. 1 SEP. 25 PERCENT
1995 1994 CHANGE
<S> <C> <C> <C>
RADAR DETECTORS $39,344 $32,572 21%
CORDLESS TELEPHONES 14,430 6,128 135%
OTHER 1,008 2,641 (62)%
NET SALES $54,782 $41,341 33%
COST OF SALES 41,817 29,820 40%
------ ------
GROSS PROFIT 12,965 11,521 13%
OPERATING EXPENSES:
RESEARCH & DEVELOPMENT 5,631 6,326 (11)%
SELLING EXPENSES 8,307 9,152 (9)%
ADMINISTRATIVE EXPENSES 3,575 2,409 48%
------ ------
17,513 17,887 (2)%
------ ------
OPERATING INCOME (LOSS) (4,548) (6,366)
OTHER INCOME (EXPENSE), NET (892) 47
------ ------
INCOME (LOSS) BEFORE INCOME TAXES (5,440) (6,319)
INCOME TAX EXPENSE (BENEFIT) (1,438) 0
------ ------
NET INCOME (LOSS) ($4,002) ($6,319)
------ ------
EARNINGS (LOSS) PER SHARE ($0.28) ($0.58)
WEIGHTED AVERAGE SHARES OUTSTANDIN 14,175 10,864 30%
</TABLE>
<TABLE>
<CAPTION>
CINCINNATI MICROWAVE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
TWELVE MONTHS ENDED
OCT. 1 SEP. 25 PERCENT
1995 1994 CHANGE
<S> <C> <C> <C>
RADAR DETECTORS $53,307 $52,181 2%
CORDLESS TELEPHONES 22,424 8,242 172%
OTHER 2,418 3,860 (37)%
NET SALES $78,149 $64,283 22%
COST OF SALES 62,356 44,153 41%
------ ------
GROSS PROFIT 15,793 20,130 (22)%
OPERATING EXPENSES:
RESEARCH & DEVELOPMENT 7,754 8,442 (8)%
SELLING EXPENSES 11,826 12,666 (7)%
ADMINISTRATIVE EXPENSES 4,419 3,222 37%
------ ------
23,999 24,330 (1)%
------ ------
OPERATING INCOME (LOSS) (8,206) (4,200)
OTHER INCOME (EXPENSE), NET (1,175) 671
------ ------
INCOME (LOSS) BEFORE INCOME TAXES (9,381) (3,529)
INCOME TAX EXPENSE (BENEFIT) (1,438) 0
------ ------
NET INCOME (LOSS) ($7,943) ($3,529)
------ ------
EARNINGS (LOSS) PER SHARE ($0.59) ($0.32)
WEIGHTED AVERAGE SHARES OUTSTANDING 13,370 11,086 21%
</TABLE>
<TABLE>
<CAPTION>
CINCINNATI MICROWAVE, INC.
CONSOLIDATED BALANCE SHEET
(AMOUNTS IN THOUSANDS)
AS OF
OCT. 1 DEC 25, SEP. 25
1995 1994 1994
(UNAUDITED) (AUDITED) (UNAUDITED)
<S> <C> <C> <C>
ASSETS
CASH & INVESTMENTS $ 614 $ 40 $ 263
ACCOUNTS RECEIVABLE, NET 16,500 5,137 3,728
INVENTORIES, NET 19,864 9,159 15,510
OTHER CURRENT ASSETS 655 602 910
------ ------ ------
TOTAL CURRENT ASSETS 37,633 14,938 20,411
RESTRICTED CASH 308 505 334
PROPERTY, PLANT & EQUIPMENT 14,194 14,543 14,702
INTANGIBLES 2,240 2,853 3,079
------ ------ ------
TOTAL ASSETS $54,375 $32,839 $38,526
------ ------ ------
LIABILITIES & SHAREHOLDERS' EQUITY
ACCOUNTS PAYABLE $ 9,609 $ 8,627 $10,294
NOTES PAYABLE 4,501 600 4,158
ACCRUED TAXES 62 1,468 1,443
UNEARNED REVENUE 700 709 655
CURRENT LEASE OBLIGATIONS 995 1,164 809
OTHER 4,028 4,071 3,570
------ ------ ------
TOTAL CURRENT LIABILITIES 19,895 16,639 20,929
UNEARNED REVENUE-NONCURRENT 365 457 451
LONG-TERM CAPITAL LEASE OBLIGATIONS 725 1,422 1,201
NOTE PAYABLE-NONCURRENT 0 7,419 5,114
SHAREHOLDERS' EQUITY 33,390 6,902 10,831
------ ------ ------
TOTAL LIABILITES & SHAREHOLDERS' EQUITY $54,375 $32,839 $38,526
------ ------ ------
</TABLE>
FOR FURTHER INFORMATION:
At the Company: At the Financial Relations Board:
Elaine Bacon Murrey Morrow, Analyst Inquiries
513-489-5400 312-640-6725
Heather Wietzel Karl Plath, General Inquiries
513-247-4213 312-640-6738
[email protected]
For Release via PR Newswire Immediately
Thursday, October 26, 1995
Cincinnati Microwave Comments on Outlook for Full Year
Cincinnati, OH, October 26, 1995 -- Cincinnati Microwave, Inc.
(Nasdaq:CNMW, CNMWW) said that in light of the third quarter
results announced earlier today, the company believes that a
loss for the year ending December 31, 1995 is likely. The
company continues to believe, however, that the fourth quarter
will be profitable.
Cincinnati Microwave, Inc., based in Cincinnati, Ohio, designs,
manufactures and markets ultrahigh frequency and microwave
wireless communication products for sale under its own brand
name and for many of the world's leading providers of consumer
and commercial electronics products. The company leverages its
wireless and digital signal processing expertise and high
volume, low cost manufacturing capabilities in its leading-edge
product line, which includes cordless telephones with SureLink
and modems for use on the cellular digital packet data networks.
The company's common stock is traded on the Nasdaq National
Market System under the symbol CNMW.
