FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For transition period from to
Commission file number 0-13136
CINCINNATI MICROWAVE, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0903863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Microwave Plaza, Cincinnati, Ohio 45249-8236
(Address of principal executive offices) (Zip Code)
(513) 489-5400
(Registrant's telephone number)
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
The only class of the registrant's common stock is its common shares,
without par value. As of April 28, 1996, there were 15,743,547 common shares
outstanding and 1,073,613 warrants outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
CINCINNATI MICROWAVE, INC.
BALANCE SHEET
(Amounts in thousands except share data)
Mar. 31, Dec. 31,
1996 1995
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 11 $ 11
Accounts receivable, net 10,897 10,923
Inventories, net 19,219 25,370
Other current assets 1,160 779
------- -------
TOTAL CURRENT ASSETS $31,287 $37,083
Restricted cash 929 429
Property, plant and equipment, net 13,620 14,649
Intangibles and other assets, net 1,830 2,035
------- -------
TOTAL ASSETS $47,666 $54,196
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $13,257 $15,729
Current portion of long-term debt 4,974 6,934
Accrued taxes 38 81
Unearned revenue 600 684
Current lease obligations 1,066 1,075
Other 4,857 4,212
------- -------
TOTAL CURRENT LIABILITIES $24,792 $28,715
Unearned revenue - noncurrent 290 350
Lease obligations 508 753
Common shares, without par value
($.20 stated value); 20,000,000 shares
authorized; 18,203,120 shares
issued in 1996 and 1995 3,641 3,641
Paid-in capital 23,694 24,182
Retained earnings 11,256 13,887
Treasury stock at cost 2,459,573
shares-1996; 2,582,326 shares-1995 (16,515) (17,332)
------- -------
TOTAL SHAREHOLDERS' EQUITY 22,076 24,378
TOTAL LIABILITIES AND ------- -------
SHAREHOLDERS' EQUITY $47,666 $54,196
======= =======
<FN>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINCINNATI MICROWAVE, INC.
STATEMENT OF OPERATIONS
(Amounts in thousands except per share data)
(Unaudited)
Three months ended
Mar. 31, 1996 Apr. 2, 1995
<S> <C> <C>
Net sales $20,553 $13,648
Cost of sales 16,630 9,557
------- -------
Gross profit 3,923 4,091
Operating expenses:
Research and development 1,580 1,832
Selling expenses 3,170 2,823
Administrative expenses 1,579 1,140
------- -------
6,329 5,795
Operating loss (2,406) (1,704)
Interest expense (208) (276)
Other expense, net (18) (40)
------- -------
Loss before income taxes (2,631) (2,020)
Income tax benefit 0 (1,438)
------- -------
Net loss ($2,631) ($582)
Loss per share ($0.17) (0.04)
Weighted average shares outstanding 15,695 13,868
<FN>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINCINNATI MICROWAVE, INC.
STATEMENT OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three months ended
Mar. 31, Apr. 2,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,631) $ (582)
Adjustments to reconcile net loss to net
cash provided by (used in) operations:
Depreciation 1,135 1,012
Amortization 205 205
Gain on disposition of property,
plant & equipment 0 (1)
Changes in operating assets and liabilities:
Accounts receivable 26 481
Inventories 6,151 (3,322)
Other current assets (381) 163
Accounts payable (2,472) (5,109)
Accrued taxes (43) (1,435)
Unearned revenue (144) (23)
Other current liabilities 645 (828)
Other noncurrent operating assets
and liabilities (3) (8)
------- -------
Total adjustments/changes 5,119 (8,865)
------- -------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 2,488 (9,447)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment (103) (300)
Proceeds from sale of property,
plant & equipment 0 1
Increase in restricted cash (500) (495)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (603) (794)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 191 9,228
Payments on notes payable (2,151) (7,825)
Payment of lease obligations (254) (279)
Issuance of treasury stock 329 136
Stock offering 0 9,287
------- -------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (1,885) 10,547
NET INCREASE IN CASH AND INVESTMENTS $ 0 $ 306
CASH AT BEGINNING OF PERIOD 11 40
------- -------
CASH AT END OF PERIOD $ 11 $ 346
======= =======
<FN>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>
<PAGE>
CINCINNATI MICROWAVE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Summary of Significant Accounting Policies
The Company's fiscal year is comprised of 52 or 53 weeks, ending on
the last Sunday in the calendar year. The fiscal quarter ended
March 31, 1996, included 13 weeks and the quarter ended April 2, 1995,
included 14 weeks.
The accompanying unaudited condensed financial statements of Cincinnati
Microwave, Inc. (the "Company") have been prepared in accordance with
Article 10-01 of Regulation S-X of the Securities and Exchange Commission
and do not include all information required by generally accepted accounting
principles. However, in the opinion of the Company, these financial
statements contain all adjustments necessary to present fairly the financial
position as of March 31, 1996 and December 31, 1995, the results of
operations for the three months ended March 31, 1996 and April 2, 1995
and the cash flows for the three months ended March 31, 1996 and
April 2, 1995. For further information regarding the accounting policies
of the Company, refer to the Financial Statements and Notes thereto,
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
Note 2 - Inventories
Inventories consist of the following (amounts in thousands):
<TABLE>
<CAPTION>
Mar. 31, Dec. 31,
1996 1995
<S> <C> <C>
Materials and supplies 7,802 8,363
Work in process 2,311 3,906
Finished goods 14,394 17,425
Inventory valuation reserve (5,288) (4,324)
------- -------
$19,219 $25,370
</TABLE>
Note 3 - Notes Payable
At the end of the first quarter of 1996, the Company had borrowed $5.0
million (term loan balance of $2.3 million and $2.7 million on the revolving
credit facility) against its credit facility due June30, 1996. The credit
facility is secured by a first lien on the Company's inventory, receivables,
equipment and a mortgage on the real estate of the Company.
At December 31, 1996, the Company was in violation of certain covenants of
the Borrowing Agreement triggered by the net loss incurred for the fourth
quarter and total year 1995, which resulted in financial statement ratios
falling below the requirements of the Borrowing Agreement. The Company
remained current on all required payments to the lender throughout 1995
and has remained current in 1996. The lending institution waived similar
violations for the third quarter of 1995; however, as a result of the
anticipated net loss for the fourth quarter and therefore for the full
year 1995, the Bank notified the Company on January 2, 1996 of a default
on the covenants and further reduced the revolving credit facility to $3.0
million.
On February 28, 1996, the Bank notified the Company that it had elected to
further reduce the revolving credit facility to $2.5 million effective
March 31, 1996 and retroactive from February 1, 1996, increased the interest
rate charged to the default rate of interest, as stipulated in the Borrowing
Agreement, to prime plus 5.0% from prime plus 2% for the revolving credit
facility and to prime plus 5.25% from prime plus 2 1/4% on the term loan.
Since year end, the Bank has elected to continue to make advances to the
Company under the reduced credit facility, notwithstanding the "Event of
Default" under the Borrowing Agreement. The reductions in the revolving
credit facility, however, caused the Company to have less cash than
previously anticipated and heightened the Companys need to manage cash
balances very carefully, particularly in light of the higher than normal
inventory levels and slowdown in year-end sales. There can be no assurances
that the Banks election will continue because the Bank has not waived the
default and has reserved all of its rights and remedies under the Borrowing
Agreement, related loan documents and applicable law which include, but are
not limited to, demanding immediate payment of all outstanding balances owed
to the Bank. The Company continues to work with the Bank and has informed
the Bank of its efforts and progress in pursuing an alternative financing
institution to replace the Bank.
The Company is presently seeking to refinance its existing bank debt to
obtain, in particular, a higher credit limit, a longer term, less restrictive
covenants and lower interest rates and costs. Although there can be no
assurances that the new financing can be obtained, in March 1996, the
Company received proposals from three financial institutions at interest
rates below those currently being charged by the Bank and for amounts
exceeding the current facility. Negotiations with potential lenders are
continuing and the Company believes that it will be able to complete
negotiations and receive funding in the next 30-60 days. Funding is
subject to successful completion of the due diligence process and execution
of a definitive Loan Agreement.
Proceeds from the new credit facility would be used to pay off the existing
credit facility with the Bank and would be used going forward to fund working
capital requirements, including the reduction of accounts payable. Any
agreement would be secured by substantially all of the Companys assets.
Note 4 - Litigation
Four shareholder lawsuits were filed against the Company in October and
November 1995. On January 9, 1996, these lawsuits were consolidated, and,
on February 23, 1996, the plaintiffs filed an Amended Complaint asserting
claims, allegedly on behalf of all purchasers of the Company's common shares
on the open market between July 12, 1995 and October 13, 1995, and who
suffered damages, and on behalf of all persons who purchased the Company's
common shares from the defendants pursuant or traceable to an August 24, 1995
public offering of 4,600,000 common shares between August 24, 1995 and
October 13, 1995, and who suffered damage as a result. Plaintiffs purport
to assert claims against the Company and other defendants for violations of
various provisions of the Securities Act of 1933 and the Securities Exchange
Act of 1934 and for violations of the common law of negligent mis-
representation and fraud. The Company is presently evaluating the
allegations contained in this lawsuit and intends to vigorously defend
itself. The failure to achieve a favorable resolution of this lawsuit
could materially adversely affect the Company's business and financial
condition, including working capital, and results of operations. No
accrual for loss has been recorded as the Company is unable to estimate
the range of loss, if any. However, based on damages sought, management
believes that the potential loss could be material and adversely impact
the Companys results of operations or financial condition.
Pursuant to certain contractual obligations, the Company has agreed to
indemnify its directors and officers under certain circumstances against
claims arising from the lawsuit. The Company may be obligated to indemnify
certain of its directors and officers for the costs they may incur as a
result of the lawsuit. In addition, pursuant to certain contractual
obligations, the Company may be obligated to indemnify the underwriter
defendants against claims and expenses arising from the above litigation.
The Company is involved in other legal proceedings arising from the normal
course of business, none of which, in managements opinion, is expected to
have a material adverse impact on the Companys results of operations or
financial condition.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
INTRODUCTION
Cincinnati Microwave designs, manufactures and markets ultrahigh frequency
and microwave wireless communications products. The Companys product lines
includes radar warning devices, digital spread spectrum cordless telephones
and wireless data modems for use on the Cellular Digital Packet Data (CDPD)
network. The Company's products combine its experience in ultrahigh
frequency and microwave wireless technology, including digital signal
processing, with its high volume manufacturing capabilities.
The Company markets its products both under the ESCORT brand name through
direct advertising and as an Original Equipment Manufacturer (OEM) supplier.
The Company's strategy for entering new markets is to align with companies
that have established sales leadership and market positions. This strategy
is designed to provide broader access to the end user. The Company produces
digital spread spectrum telephones for several leading marketers of consumer
telephones.
The following is a discussion and analysis of the financial condition and
results of operation of Cincinnati Microwave. The discussion and analysis
should be read in connection with the financial statements and the related
notes thereto of Cincinnati Microwave as of March 31, 1996 and April 2, 1995
(the "Financial Statements").
RESULTS OF OPERATIONS
The following table sets forth certain operational data of the Company
expressed as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
For The Quarter Ended:
Mar. 31, 1996 Apr. 2, 1995
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 80.9 70.0
----- -----
Gross Profit 19.1 30.0
Research & development 7.7 13.4
Selling 15.4 20.7
Administrative 7.7 8.4
----- -----
Total operating expenses 30.8 42.5
Operating loss (11.7)% (12.5)%
</TABLE>
The following table shows net sales by product line for the Company,
for the periods indicated (in thousands and as a percentage of total
net sales):
<TABLE>
<CAPTION>
Q1 1996 Q1 1995
<S> <C> <C> <C> <C>
Product Line $$ % $$ %
Radar Detector $11,708 56.9 $10,311 75.6
Cordless Telephones 8,644 42.1 2,790 20.4
Other 201 1.0 547 4.0
------- -------
Total $20,553 $13,648
</TABLE>
THIRTEEN WEEK FIRST QUARTER OF 1996 AS COMPARED WITH FOURTEEN WEEK
FIRST QUARTER OF 1995
Net Sales
In the traditionally weakest period for consumer electronic product sales,
the Companys net sales were up 51% over the comparable prior period.
Sales of the Companys products to OEMs and resellers rose to 71% of net
sales from 46% in the first quarter of 1995, reflecting the continued,
planned shift in the business to reduce dependence on direct retail sales.
For the quarter, net sales for the Companys radar detectors rose 14% on a
17% rise in unit volume over the first quarter of 1995, reflecting continued
strong market acceptance of the Companys products and the growth of the OEM
and reseller channels. The 3% decline in the average unit price reflected
the growing significance of major customers, who generally receive volume
discounts.
Net sales for the Companys cordless telephones with SureLinkTM technology
rose 210% in the first quarter compared with 1995. Unit volume jumped 251%,
partially offsetting the 12% decline in the average unit price due to the
significantly greater percentage of OEM/reseller sales and the Companys
strategy to reduce the selling prices of its cordless telephones to enhance
market penetration. In addition, the Company fulfilled orders in the first
quarter of 1996 which were delayed due to purchasing or manufacturing
problems or postponed by customers during the fourth quarter of 1995,
contributing to the strong volume increase.
Other sales for the quarter were down versus 1995 due to the discontinuation
of contract sales to BI, Inc. of the Companys home arrest product line in
the first quarter of 1995. Cellular digital packet data (CDPD) modem sales
were insignificant in both years.
Gross Margin
The Companys gross profit margin was 19% in 1996 versus 30% in the first
quarter of 1995, reflecting a rise in cost of goods sold and the adverse
impact of the continued, planned shift in the sales mix from higher margin
direct retail business to OEM and reseller business.
During the fourth quarter 1995 review of the Companys inventory and
purchasing functions, it was determined that the Company was overpaying
for components and frequently ordering quantities in excess of the sales
plan, which contributed to the 1995 rise in cost of goods sold. As a
result of this review, the Company appointed a new manager of purchasing
to oversee a complete restructuring of the department and increased the
fourth quarter provision for excess and obsolete inventory. In addition
to its efforts to improve its purchasing function and inventory management,
in the first quarter of 1996, the Company restructured manufacturing,
including a reconfiguration of the factory to streamline the production
process and reduce manufacturing cycle times. Manufacturing staffing
levels have been reduced approximately 45% since year-end 1995 while
factory yield performance has shown continuous improvement.
Operating Expenses
Although operating expenses for the first quarter of 1996 decreased to 31%
of net sales from 43% in the comparable prior period, the total increased
by $534,000 (9%) due to a $439,000 (39%) increase in administrative expense
and a $347,000 (12%) increase in selling expenses offset by a $252,000 (14%)
decline in research and development expense. The 14% decrease in research
and development expense reflected the lower development requirements for
the radar detector, cordless telephone and CDPD modem models introduced
in 1995, which permitted staff reductions.
Selling expenses were up 12% for the quarter due to increased advertising
expenditures. The Company increased its level of normal advertising and
direct mail efforts to stimulate Escort sales.
Administrative expenses for the first quarter of 1996 were up predominantly
because of a rise in legal and professional expenses and fees for
consultants. The Company has reduced the salaried employee staffing
levels by approximately 15% since December 1, 1995.
Net interest expense for the quarter declined to $225,000 from $316,000
because of lower average outstanding balances on the Companys revolving
credit facility, partially offset by increased interest rates. In the
1995 first quarter, the Company recorded a nonoperating gain of $1.4
million reflecting the release of certain tax reserves to income as a
result of the closure of the Companys 1991 Federal tax return.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1996, the Company generated cash from operating
activities of $2.5 million as compared to the utilization of cash of $9.4
million in the prior year period. The primary source of cash from operations
was the $6.1 million decrease in inventory. This decrease included a $3.1
million decrease in raw materials and work in process and a $3.0 million
decrease in finished goods inventory. Reflecting the emphasis being placed
on improving the purchasing function, raw material and work in process
inventory has been further reduced since the end of the first quarter by
$1.3 million to $8.8 million at May 12, 1996. The $17.4 million in
finished goods inventory at year-end has been reduced to $14.5 million
at May 12, 1996.
During the first quarter of 1996, the Company utilized $103,000 of cash
flow for capital expenditures for additional production equipment.
At the end of the first quarter of 1996, the Company had borrowed $5.0
million (term loan balance of $2.3 million and $2.7 million on the revolving
credit facility) against its credit facility due June30, 1996.
At year-end, the Company was in violation of certain covenants of the
Borrowing Agreement triggered by the net loss incurred for the fourth
quarter and total year 1995, which resulted in financial statement ratios
falling below the requirements of the Borrowing Agreement. The Company
remained current on all required payments to the lender throughout 1995
and has remained current in 1996. The lending institution waived similar
violations for the third quarter of 1995; however, as a result of the
anticipated net loss for the fourth quarter and therefore for the full
year 1995, the Bank notified the Company on January 2, 1996 of a default
on the covenants and further reduced the revolving credit facility to $3.0
million.
On February 28, 1996, the Bank notified the Company that it had elected to
further reduce the revolving credit facility to $2.5 million effective
March 31, 1996, and retroactive from February 1, 1996, increased the
interest rate charged to the default rate of interest, as stipulated in
the Borrowing Agreement, retroactively from February 1, 1996 to prime
plus 5.0% from prime plus 2% for the revolving credit facility and to
prime plus 5.25% from prime plus 2 1/4% on the term loan.
Since year end, the Bank has elected to continue to make advances to the
Company under the reduced credit facility, notwithstanding the "Event of
Default" under the Borrowing Agreement. The reductions in the revolving
credit facility, however, caused the Company to have less cash than
previously anticipated and heightened the Companys need to manage cash
balances very carefully, particularly in light of the higher than normal
inventory levels and slowdown in year-end sales. There can be no assurances
that the Banks election will continue because the Bank has not waived the
default and has reserved all of its rights and remedies under the Borrowing
Agreement, related loan documents and applicable law which include, but are
not limited to, demanding immediate payment of all outstanding balances owed
to the Bank. The Company continues to work with the Bank and has informed
the Bank of its efforts and progress in pursuing an alternative financing
institution to replace the Bank.
Despite the reduced credit facility, accounts payable at the end of the
first quarter had been reduced to $13.3 million vs. $15.7 million at year-end
1995. The Company is currently in communication with its key suppliers and
vendors to maintain good relationships as it seeks additional financing and
uses cash flow to make payments on the accounts payable balances. Since the
end of the quarter, the accounts payable balance has been reduced to $10.6
million at May 12, 1996. At present, the Company estimates that suppliers
and creditors can be brought closer to normal payment terms, although there
can be no assurance that such objectives will be accomplished. Although the
Company's suppliers and creditors have generally been very supportive, the
Company is currently purchasing approximately 30% of its material
requirements on a cash basis, which has periodically created scheduling
and downtime problems.
The Company is presently seeking to refinance its existing bank debt to
obtain, in particular, a higher credit limit, a longer term, less restrictive
covenants and lower interest rates and costs. Although there can be no
assurances that the new financing can be obtained, in March 1996, the
Company received proposals from three financial institutions at interest
rates below those currently being charged by the Bank and for amounts
exceeding the current facility. Negotiations with potential lenders are
continuing and the Company believes that it will be able to complete
negotiations and receive funding in the next 30-60 days. Funding is
subject to successful completion of the due diligence process and execution
of a definitive Loan Agreement.
Proceeds from the new credit facility would be used to pay off the existing
credit facility with the Bank and would be used going forward to fund
working capital requirements, including the reduction of accounts payable.
Any agreement would be secured by substantially all of the Companys assets.
At March 31, 1996, shareholders' equity was $22.1 million and the ratio of
debt-to-equity was 1.26 versus equity of $24.4 million and a debt-to-equity
ratio of 1.33 at December31, 1995. The Company believes that its working
capital and refinanced credit facilities, along with cash generated from
operations, will be sufficient to fund its operations for the foreseeable
future.
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. LEGAL PROCEEDINGS
Four shareholder lawsuits were filed against the Company in October and
November 1995. On January 9, 1996, these lawsuits were consolidated, and,
on February 23, 1996, the plaintiffs filed an Amended Complaint asserting
claims, allegedly on behalf of all purchasers of the Company's common
shares on the open market between July 12, 1995 and October 13, 1995, and
who suffered damages, and on behalf of all persons who purchased the
Company's common shares from the defendants pursuant or traceable to an
August 24, 1995 public offering of 4,600,000 common shares between August 24,
1995 and October 13, 1995, and who suffered damage as a result. Plaintiffs
purport to assert claims against the Company and other defendants for
violations of various provisions of the Securities Act of 1933 and the
Securities Exchange Act of 1934 and for violations of the common law of
negligent misrepresentation and fraud. The Company is presently evaluating
the allegations contained in this lawsuit and intends to vigorously defend
itself. The failure to achieve a favorable resolution of this lawsuit could
materially adversely affect the Company's business and financial condition,
including working capital, and results of operations. No accrual for loss
has been recorded as the Company is unable to estimate the range of loss,
if any. However, based on damages sought, management believes that the
potential loss could be material and adversely impact the Companys results
of operations or financial condition.
Pursuant to certain contractual obligations, the Company has agreed to
indemnify its directors and officers under certain circumstances against
claims arising from the lawsuit. The Company may be obligated to indemnify
certain of its directors and officers for the costs they may incur as a
result of the lawsuit. In addition, pursuant to certain contractual
obligations, the Company may be obligated to indemnify the underwriter
defendants against claims and expenses arising from the above litigation.
The Company is involved in other legal proceedings arising from the normal
course of business, none of which, in managements opinion, is expected to
have a material adverse impact on the Companys results of operations or
financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter ended
March 31, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Cincinnati
Microwave, Inc. has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
May 15, 1996 CINCINNATI MICROWAVE, INC.
By: /s/ Craig V. Wolf
------------------
Craig V. Wolf
Vice President
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and related statement of operations of Cincinnati Microwave,
Inc., for the period ended April 2, 1995 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK> 0000729583
<NAME> CINCINNATI MICROWAVE, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> DEC-26-1994
<PERIOD-END> APR-02-1995
<CASH> 1,253
<SECURITIES> 0
<RECEIVABLES> 4,719
<ALLOWANCES> 63
<INVENTORY> 12,481
<CURRENT-ASSETS> 17,828
<PP&E> 36,573
<DEPRECIATION> 22,734
<TOTAL-ASSETS> 35,316
<CURRENT-LIABILITIES> 9,244
<BONDS> 0
<COMMON> 3,411
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 35,316
<SALES> 13,648
<TOTAL-REVENUES> 13,648
<CGS> 9,557
<TOTAL-COSTS> 9,557
<OTHER-EXPENSES> 5,795
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 276
<INCOME-PRETAX> (2,020)
<INCOME-TAX> (1,438)
<INCOME-CONTINUING> (582)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (582)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
