<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended Commission file number: 0-15895
September 30, 1995
DIGITAL MICROWAVE CORPORATION
(Exact name of registrant specified in its charter)
<TABLE>
<S> <C>
Delaware 77-0016028
- ------------------------------------------------ ----------------------
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
170 Rose Orchard Way
San Jose, CA 95134
- ------------------------------------------------ ------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 943-0777
------------------
</TABLE>
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
------- -------
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 1995
- ------------------------------ -------------------------------
Common Stock - $0.01 par value 15,762,592
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
COVER PAGE 1
INDEX 2
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6-7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 11
Item 6 - Exhibits and Reports on Form 8K 12-15
SIGNATURE 16
</TABLE>
Page 2 of 16
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
DIGITAL MICROWAVE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
ASSETS 09/30/95 03/31/95
- ------ -------- --------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,169 $ 1,919
Restricted cash 707 1,100
Accounts receivable - net 36,453 32,513
Inventories 42,323 46,732
Other current assets 4,742 6,344
------- --------
Total current assets 87,394 88,608
PROPERTY AND EQUIPMENT, NET 14,576 13,977
-------- --------
Total assets $101,970 $102,585
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Lines of credit $ 2,224 $11,731
Current maturities of note payable 3,333 3,333
Current maturities of capital lease obligations 1,073 776
Accounts payable 15,813 26,373
Income taxes payable 1,786 1,629
Other accrued liabilities 17,343 17,770
------- --------
Total current liabilities 41,572 61,612
LONG-TERM LIABILITIES:
Note payable, net of current maturities 3,611 5,556
Capital lease obligations, net of current maturities 1,121 806
------- ---------
Total liabilities 46,304 67,974
STOCKHOLDERS' EQUITY 55,666 34,611
------ ------
Total liabilities and stockholders' equity $101,970 $102,585
======== ========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
Page 3 of 16
<PAGE> 4
DIGITAL MICROWAVE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
--------------------- ------------------
1995 1994 1995 1994
---- ----- ----- ----
<S> <C> <C> <C> <C>
Net sales $41,792 $37,088 $81,485 $71,368
Cost of sales 31,544 26,209 61,252 49,848
------- ------- ------- -------
Gross profit 10,248 10,879 20,233 21,520
------- ------- ------- -------
OPERATING EXPENSES:
Research and development 2,884 2,654 5,836 5,313
Selling, general and administrative 6,870 5,720 13,343 11,570
------- ------- ------- -------
Total operating expenses 9,754 8,374 19,179 16,883
------- ------- ------- -------
Operating income 494 2,505 1,054 4,637
OTHER INCOME (EXPENSE):
Interest and other income, net 376 144 756 169
Interest expense (570) (71) (1,241) (147)
------- ------- ------- -------
Income before provision for
income taxes 300 2,578 569 4,659
Provision for income taxes 30 258 57 466
------- ------- ------- -------
Net income $ 270 $ 2,320 $ 512 $4,193
======== ========= ======= ======
Net income per share $ 0.02 $ 0.17 $ 0.04 $ 0.31
======== ========== ======== ======
Weighted average common & common
equivalent shares outstanding 14,784 13,832 14,312 13,709
====== ====== ====== ======
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
Page 4 of 16
<PAGE> 5
DIGITAL MICROWAVE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
--------------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 512 $ 4,193
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Depreciation and amortization 3,295 2,957
Provision for valuation reserves 1,611 684
Provision for warranty reserve 736 934
Changes in assets and liabilities:
Decrease (increase) in restricted cash 393 (400)
(Increase) in accounts receivable (4,161) (4,572)
Decrease (increase) in inventories 3,048 (7,015)
Decrease (increase) in other current assets 1,522 (558)
(Decrease) increase in accounts payable (5,560) 2,182
Decrease in accrued lawsuit - (10,511)
(Decrease) increase in other accrued liabilities (856) 5,220
-------- ------
Net cash provided by (used for) operating activities 540 (6,886)
------- -------
Cash flows from investing activities:
Purchases of property and equipment ( 2,886) (3,128)
-------- ------
Cash flows from financing activities:
Borrowings from (repayments to) bank - net (11,452) 7,000
Payment of capital lease obligations (451) (362)
Sale of common stock 15,393 2,138
------ -----
Net cash provided by financing activities 3,490 8,776
------- ------
Effect of exchange rate changes on cash 106 33
-------- ------
Net increase in cash and cash equivalents 1,250 (1,205)
Cash and cash equivalents at beginning of year 1,919 3,362
-------- -----
Cash and cash equivalents at end of period $3,169 $2,157
======= ======
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
Page 5 of 16
<PAGE> 6
DIGITAL MICROWAVE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
Digital Microwave Corporation and its wholly owned subsidiaries.
Intercompany accounts and transactions have been eliminated.
While the financial information furnished is unaudited, the financial
statements included in this report reflect all adjustments (consisting
only of normal recurring adjustments) which the Company considers
necessary for a fair presentation of the results of operations for the
interim periods covered and of the financial condition of the Company at
the date of the interim balance sheet. The results for interim periods
are not necessarily indicative of the results for the entire year. The
condensed consolidated financial statements should be read in connection
with the Digital Microwave Corporation financial statements included in
the Company's annual report and Form 10-K for the year ended March 31,
1995.
CASH AND CASH EQUIVALENTS
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments with an original maturity of
three months or less from date of purchase to be cash equivalents.
RESTRICTED CASH AND INVESTMENTS
The Company is required to segregate and maintain certain cash balances
as security for letters of credit provided to secure performance or bid
bonds under some of the Company's revenue contracts. As of September 30,
1995, the Company was required to segregate and maintain $0.7 million
which is included as restricted cash in the accompanying balance sheet.
Page 6 of 16
<PAGE> 7
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or
market where cost includes material, labor and manufacturing overhead.
Inventories consist of:
<TABLE>
<CAPTION>
(In thousands)
Sept 30, 1995 March 31, 1995
------------- --------------
(Unaudited)
<S> <C> <C>
Raw materials $15,720 $ 16,506
Work in process 19,849 20,977
Finished goods 6,754 9,249
------- -------
$42,323 $46,732
======= =======
</TABLE>
NET INCOME PER SHARE
Net income per share is computed using the weighted average number of
common and common equivalent shares (stock options) outstanding during
the period (using the treasury stock method). Fully diluted net
income per share is substantially the same as primary net income per
share.
LITIGATION AND CONTINGENCIES
The Company is subject to legal proceedings and claims that arise in
the normal course of its business. In the opinion of management,
these proceedings will not have a material adverse effect on the
financial position and results of operations of the Company.
RELATIONSHIP WITH E-PLUS MOBILFUNK GmbH (E-PLUS)
In November 1993, the Company entered into an agreement with Siemens
AG to supply SPECTRUMTM II digital microwave radios to E-Plus. As of
March 31, 1995, the Company had not yet obtained acceptance of
SPECTRUMTM II from E-Plus, and, as a result, recorded significant
reserves for product discounts on interim equipment and other related
costs. In July 1995, the Company received final acceptance from
E-Plus, as well as agreement to begin delivery and installation of the
SPECTRUMTM II equipment.
Page 7 of 16
<PAGE> 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table sets forth items from the Condensed Consolidated Statements
of Operation as percentages of net sales:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
----------------------- ----------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 75.5 70.7 75.2 69.8
----- ----- ----- -----
Gross profit 24.5 29.3 24.8 30.2
Research & development 6.9 7.1 7.1 7.5
Selling, general & administrative 16.4 15.4 16.4 16.2
----- ----- ----- -----
Operating income 1.2 6.8 1.3 6.5
Other income (expense), net (0.5) 0.2 (0.6) -
----- ----- ----- -----
Income before tax 0.7 7.0 0.7 6.5
Provision for income taxes 0.1 0.7 0.1 0.6
----- ----- ----- -----
Net income 0.6% 6.3% 0.6% 5.9%
===== ===== ===== =====
</TABLE>
Net sales for the second quarter of fiscal year 1996 were $41.8 million, a 13%
increase from $37.1 million reported in the same quarter of fiscal year 1995.
For the first six months of fiscal 1996, net sales increased to $81.5 million,
as compared to $71.4 million in the same period of fiscal year 1995. The
increase in sales were primarily attributable to higher product shipments
resulting from a higher shippable backlog. Also, the Company began shipping
SPECTRUM TM II to E-Plus at manufacturing volume after it received customer
product approval in July 1995 which resulted in $4.0 million of revenue during
the second quarter of fiscal 1996.
During the second quarter, the Company received $33 million in bookings
shippable over the next twelve months. Bookings for the first six months of
fiscal year 1996 totaled $69 million compared to $82 million in the same period
of the prior fiscal year. The lower bookings were due to primarily to delays
in the receipt of orders particularly in the Asia Pacific and Latin America
regions and the delay in the customer approval of SPECTRUM TM II product. As a
result of this, the Company expects short-term decline in revenue and possibly
a loss from operations in the third quarter of fiscal 1996. In addition,
revenue for the fourth quarter of fiscal 1996 will be dependent upon the
booking levels in the third quarter. The twelve month backlog at the end of
September 30, 1995 was $76 million, compared to $87 million at June 30, 1995.
Of the $76 million backlog at September 30, 1995, $14.6 million relates to
orders under the E-Plus contract.
Page 8 of 16
<PAGE> 9
Gross margin as a percentage of net sales for the second quarter of fiscal 1996
was 24.5% compared to 29.3% in the similar quarter of fiscal 1995. For the
first half of fiscal 1996, gross margin was 24.8% compared to 30.2% in the
similar period of fiscal 1995. The lower margins for the periods under
comparison were due primarily to the continued shipments of interim product to
E-Plus of $3.6 million and $6.1 million in the second quarter and six months
respectively of fiscal 1996, at no or nominal margin as a result of delays in
acceptance of SPECTRUM TM II equipment, higher costs related to provision for
excess and obsolete inventory, rework expenses and costs related to the startup
of SPECTRUM TM II production and ongoing pricing pressures. As mentioned
earlier, the company received approval from E-Plus in July 1995 to begin
shipping SPECTRUM TM II; however, approximately $1.8 million of interim product
will also be shipped to E-Plus at nominal margins during the third quarter
ending December 31, 1995 to complete certain subnetworks.
Research and development expenses were $2.9 million in the second quarter of
fiscal 1996, an increase of $0.2 million, over the same period of fiscal year
1995. For the first half of fiscal 1996, the company spent $5.8 million in
research and development compared to $5.3 million in the same period of last
fiscal year. As a percentage of net sales, research and development expenses
decreased to 6.9% in the second quarter of fiscal year 1996 from 7.1% in the
comparable quarter of fiscal 1995 due to higher sales levels. For the first
six months of fiscal 1996, research and development expenses as a percentage of
sales were 7.1% compared to 7.5% in the first six months of fiscal 1995. The
decrease was also attributable to higher sales levels. In absolute dollars,
research & development expenses increased by $0.2 million in the quarterly
comparison and $0.5 million in the first half comparison.
Selling, general and administrative expenses in the second quarter of fiscal
1996 were $6.9 million compared to $5.7 million of the similar period of fiscal
1995. For the first half of fiscal 1996, selling, general and administrative
expenses were $13.3 compared to $11.6 million in the first half of fiscal 1995.
The increase was the result of continued investments in sales and sales support
in Asia and South America and other various expenses associated with the
administrative function. As a percentage of net sales, expenses increased in
the second quarter of fiscal 1996 to 16.4% from 15.4% in the similar period in
fiscal 1995 while on a six month basis, the percentage was flat at 16% in
fiscal 1996 as compared to fiscal 1995.
Interest and other income net, was $0.4 million in the second quarter of fiscal
1996 compared to $0.1 million in the same quarter of fiscal 1995. For the six
months, interest and other income, net, was $0.8 million income compared to
$0.2 million income during the similar period in fiscal 1995. The increase for
both periods was attributable to favorable foreign exchange gains related to
receivables denominated in foreign currencies due to the weakening of the U.S.
dollar.
Page 9 of 16
<PAGE> 10
Interest expense in the second quarter of fiscal 1996 was $0.6 million compared
to $0.1 million in the similar period of fiscal 1995. For the first half of
fiscal 1996, interest expense was $1.2 million compared to $0.1 in the same
period of fiscal 1995. The increase was attributable to the increase in
principal balances outstanding on the line of credit and note payable.
The Company's effective tax rate for both the second quarter of fiscal 1996
and 1995 was 10%. This is less than the statutory rate primarily because of
the realization of certain temporary differences and the reversal of the
related valuation allowance.
LIQUIDITY AND CAPITAL RESOURCES
Total assets of $102.0 million at September 30, 1995 decreased by approximately
$0.6 million from $102.6 million at March 31, 1995, principally due to
decreases in inventory and other current assets. Accounts receivable increased
from $32.5 million at March 31, 1995 to $36.5 million at September 30, 1995 due
principally to higher sales.
Total liabilities decreased by $21.7 million from $68.0 million at March 31,
1995 to $46.3 million at September 30, 1995 primarily due to a reduction of
$11.5 million in outstanding balances on the line of credit and note payable
and a reduction of $10.6 million in accounts payable. The reductions were
funded primarily from the proceeds of an overseas private placement of
approximately $19.1 million which were received in the form of a reduction in
the Company's trade payable to one investor of $5.0 million and cash proceeds
of $14.1 million from the remaining investors. The private placement was also
the primary factor in the increase of stockholders' equity from $34.6 million
at March 31, 1995 to $55.7 million at September 30, 1995. The private
placement was completed on August 22, 1995 and 2,063,982 shares of common stock
were sold to investors outside the United States.
At September 30, 1995, the Company's principal sources of liquidity consisted
of $3.2 million in cash and revolving bank credit facilities that provide up to
$35.0 million in credit, of which approximately $28.5 million was available. Of
the $28.5 million of available credit, $2.2 million was outstanding at
September 30, 1995.
The Company's lines of credit and term note payable require the maintenance of
certain financial covenants, including minimum tangible net worth and
profitability requirements. As of September 30, 1995, the Company was in
compliance with the covenants.
The Company believes that the liquidity provided by existing cash balances,
anticipated future cash flows from operations, and the company's existing
borrowing arrangements will be sufficient to meet both working capital and
capital expenditure requirements for the remainder of fiscal 1996.
Page 10 of 16
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held an Annual Meeting of Stockholders on July 26, 1995.
(b) At the Annual Meeting of Stockholders, the following directors were
elected:
<TABLE>
<CAPTION>
Votes
-----
For Withheld
--- --------
<S> <C> <C>
Charles D. Kissner 12,139,204 115,664
William E. Gibson 12,139,404 115,464
Richard C. Alberding 12,138,904 116,264
Clifford H. Higgerson 12,139,704 115,764
Billy B. Oliver 12,138,904 115,964
</TABLE>
(c) At the Annual Meeting of Stockholders, the following additional matter
was voted upon:
(1) A proposal to ratify the selection of Arthur Andersen LLP as
independent public accountants for fiscal year 1996.
<TABLE>
<S> <C>
Affirmative votes: 12,197,926
Negative votes: 21,040
Abstain: 36,202
Non-votes: -
</TABLE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
For a list of exhibits to this Form 10-Q, see exhibit index located on
page 12.
(b) Reports on Form 8-K.
Current Report on Form 8-K dated July 10, 1995 was filed reporting
information under Item 5.
Page 11 of 16
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 33-13431)
3.2 Amended and Restated Bylaws. (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the year ended March 31, 1993.)
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the year ended March 31, 1988).
4.2 Rights Agreement dated as of October 24, 1991 between the Company and Manufacturers Hanover Trust Company of
California, including the Certificate of Designations for the Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 1 to the Company's Current Report on 8-K filed on November 5, 1991).
10.1+ Digital Microwave Corporation 1984 Stock Option Plan, as amended and restated on June 11, 1991. (incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended March 31, 1991).
10.2+ Form of Installment Incentive Stock Option Agreement (incorporated by reference to Exhibit 28.2 to the Company's
Registration Statement on Form S-8 (File No. 33-43155).
10.3+ Form of installment Non-qualified Stock Option Agreement (incorporated by reference to Exhibit 28.3 to the Company's
Registration Statement on Form S-8 (File No. 33-43155)).
10.4* Private Label Agreement dated January 16, 1990 between the Company and the Network Systems Division of American
Telephone & Telegraph Company. (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K
for the year ended March 31, 1990).
10.5 Lease of premises located at 170 Rose Orchard Way, San Jose, California (incorporated by reference to Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the year-ended March 31, 1991).
10.6 Lease of premises located at 130 Rose Orchard Way, San Jose, California. (incorporated by reference to Exhibit 10.6
to the Company's Annual Report on Form 10-K for the year ended March 31, 1991).
10.7 Lease of premises located at 110 Rose Orchard Way, San Jose, California. (incorporated by reference to Exhibit 10.7 to
the Company's Annual Report on Form 10-K for the year ended March 31, 1991).
</TABLE>
Page 12 of 16
<PAGE> 13
<TABLE>
<S> <C>
10.8 Microelectronics Technology, Inc. Stock Purchase Agreement dated as of March 9, 1984 (incorporated by reference to
Exhibit 10.8 to the Company's Registration Statement on Form S-1 (File No. 33-13431).
10.9 Microelectronics Technology, Inc. Development Agreement dated as of March 9, 1984 (incorporated by reference to
Exhibit 10.8 to the Company's Registration Statement on Form S-1 (File No. 33-13431).
10.10* Agreement dated July 17, 1990 between the Company and In-Flight Phone Corporation. (incorporated by reference to
Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended March 31, 1991).
10.11 Form of Indemnification Agreement between the Company and its directors and certain officers (incorporated by
reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1 (File No. 33-13431).
10.12* Technology Transfer & Marketing Agreement dated October 2, 1987 between Microelectronics Technology Inc. and the
Company (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended
March 31, 1988).
10.13* Business Agreement dated August 28, 1987 between Sungmi Telecom Electronics Co., Ltd. and the Company (incorporated
by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended March 31, 1988).
10.14* Technical License Agreement dated August 28, 1987 between Sungmi TeleCom Electronics Co., Ltd. and the Company
(incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended March
31, 1988).
10.15 Agreement of Purchase and Sale of Stock dates as of March 29, 1989 between Optical Microwave Networks Inc. and the
Company (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended
March 31, 1989).
10.16 Agreement of Purchase and Sale of Stock dated as of March 30, 1989 between the Company and Microelectronics
Technology, Inc. (Taiwan) and Microelectronics Technology, Inc. (USA) (incorporated by reference to Exhibit 10.21 to
the Company's Annual Report on Form 10-K for the year ended March 31, 1989).
10.17 Shareholders' Agreement of Optical Microwave Networks Inc. dated as of March 30, 1989 (incorporated by reference to
Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended March 31, 1989).
10.18 License Agreement dated as of March 30, 1989 among the Company, Optical Microwave Networks, Inc., Microelectronics
Technology, Inc. (Taiwan) and Microelectronics Technology, Inc. (USA) (incorporated by reference to Exhibit 10.23 to
the Company's Annual Report on Form 10-K for the year ended March 31, 1989).
</TABLE>
Page 13 of 16
<PAGE> 14
<TABLE>
<S> <C>
10.19 Shareholders' Agreement of DMC TeleCom (Malaysia) Sdn.Bhd .dated as of February 9, 1991. (incorporated by reference
to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended March 31, 1991).
10.20 Technology Transfer Agreement dates as of February 9, 1991 between the Company and DMC TeleCom (Malaysia) Sdn. Bhd.
(incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended March 31,
1991).
10.21* Teaming Agreement dated November 20, 1991 between DMC TeleCom U.K. Ltd. and AT&T Network Systems Deutschland GmbH.
(incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended
March 31, 1992).
10.22 Loan and Security Agreement dated June 25, 1992 between the Company and CoastFed Business Credit Corporation.
(incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended March 31,
1992).
10.23 Accounts Collateral Security Agreement dated June 25, 1992 between the Company and CoastFed Business Credit
Corporation. (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year
ended March 31, 1992).
10.24 Letter of Credit Collateral Agreement dated June 25, 1992 between the Company and CoastFed Business Credit
Corporation. (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year
ended March 31, 1992).
10.25 Letter Agreement dated June 23, 1993 between the Company and CoastFed Business Credit Corporation (incorporated by
reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended March 31, 1993).
10.26* Product Acquisition Agreement dated as of September 23, 1992 between the Company and Microelectronics Technology, Inc.
(incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended March 31,
1993).
10.27* Product Acquisition Agreement dated as of December 28, 1992 between the Company and Microelectronics Technology, Inc.
(incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended March 31,
1993).
10.28* Teaming Agreement dated as of November 16, 1993 between the Company and Siemens AG (including the Supply Agreement
dated November 16, 1993 between Siemens AG and E-Plus Mobilfunk GmbH). (incorporated by reference to Exhibit 10.29 to
the Company's Annual Report on Form 10-K for the year ended March 31, 1994).
</TABLE>
Page 14 of 16
<PAGE> 15
<TABLE>
<S> <C>
10.29 Amendment to Loan Documents between the Company and CoastFed Business Credit Corporation dated as of July 28, 1994
(incorporated by reference to Exhibit (1) to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994).
10.30 Amended and Restated Accounts and Inventory Collateral Security Agreement between the Company and CoastFed Business
Credit Corporation dated as of July 28, 1994 (incorporated by reference to Exhibit (2) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994.).
10.31 Loan Agreement dated October 28, 1994 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1994).
10.32 Agreement on Exchange of Interim Equipment dated October 27, 1994 (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1994).
10.33+ Digital Microwave Corporation 1994 Stock Incentive Plan. (incorporated by reference to the Registration Statement on
Form S-8 filed with the Commission on October 17, 1994).
10.34 Loan Agreement dated March 21, 1995 between the Company and Bank of the West (incorporated by reference to Exhibit
10.34 to the Company's Annual Report on Form 10-K for the year ended March 31, 1995).
10.35 Amendment to Loan Agreement dated March 31, 1995 between the Company Heller Financial, Inc. (incorporated by
reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the year ended March 31, 1995).
10.36 Amendment to Loan Agreement dated April 4, 1995, between the Company and CoastFed Business Credit Corporation.
27.1 Financial data schedule
</TABLE>
+ Management Contract or Compensatory Plan or Arrangement.
* Confidential treatment of certain portions of this exhibit has
been requested.
Page 15 of 16
<PAGE> 16
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 thereunto duly authorized.
DIGITAL MICROWAVE CORPORATION
Date: November 14, 1995 By /s/ Carl A. Thomsen
------------------------------------
Carl A. Thomsen
Vice President and Chief Financial
Officer
Page 16 of 16
<PAGE> 17
EXHIBIT INDEX
EX. 27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED
SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1995
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 3,169
<SECURITIES> 0
<RECEIVABLES> 36,453
<ALLOWANCES> 0
<INVENTORY> 42,323
<CURRENT-ASSETS> 87,394
<PP&E> 14,576
<DEPRECIATION> 0
<TOTAL-ASSETS> 101,970
<CURRENT-LIABILITIES> 41,572
<BONDS> 0
<COMMON> 15,762,592
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 101,970
<SALES> 41,792
<TOTAL-REVENUES> 41,792
<CGS> 31,544
<TOTAL-COSTS> 31,544
<OTHER-EXPENSES> 9,754
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (570)
<INCOME-PRETAX> 300
<INCOME-TAX> 30
<INCOME-CONTINUING> 270
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 270
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0
</TABLE>
