SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 6, 1996 (November
5, 1996)
CAI WIRELESS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Connecticut 0-22888 06-1324691
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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18 CORPORATE WOODS BLVD., ALBANY, NY 12211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 462-2632
(Former name or former address, if changed since last report)
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Item 5 - OTHER EVENTS
The following news release was issued on November 5, 1996:
CAI WIRELESS SYSTEMS, INC. ANNOUNCES 1996 SECOND QUARTER AND SIX-MONTH
RESULTS on November 5, 1996 (see exhibit 99.1).
Item 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
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EXHIBIT NO. EXHIBIT DESCRIPTION LOCATION
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99.1 Media release - CAI Wireless Pages 4-7
Systems, Inc. announces 1996 second
quarter and six-month results, dated
November 5, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIGNATURE TITLE DATE
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/S/ JARED E. ABBRUZZESE Chairman, Chief Executive Officer, November 6, 1996
Jared E. Abbruzzese and Director (Principal Executive
Officer)
/S/ JAMES P. ASHMAN Executive Vice President, Chief November 6, 1996
James P. Ashman Financial Officer and Director
(Principal Financial Officer)
/S/ CRAIG J. KESSLER Vice President and Controller November 6, 1996
Craig J. Kessler (Principal Accounting Officer)
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Exhibit 99.1
CAI WIRELESS SYSTEMS, INC.
FOR IMMEDIATE RELEASE
Investor Relations Contact: Company Contact:
Jason Thompson Jared Abbruzzese, CEO
Lippert/Heilshorn & Associates 518/462-2632
212/838-3777
CAI WIRELESS SYSTEMS, INC. ANNOUNCES
1996 SECOND QUARTER AND SIX-MONTH RESULTS
Albany, NY, November 5, 1996 - CAI Wireless Systems, Inc. ("CAI") (NASDAQ
NM: CAWS) today announced results for the second quarter and six months ended
September 30, 1996.
For the second quarter ended September 30, 1996, sales increased 135% to
$9,183,000, versus $3,900,000 for the comparable year-ago quarter, primarily
due to system acquisitions. Operating loss before depreciation and
amortization for the most recent quarter decreased 9% to $(2,863,000), versus
$(3,145,000) for comparable year-ago quarter. Net loss for the most recent
quarter was $(19,857,000) or $(0.57) per common share, versus $(7,708,000), or
$(0.48) per common share, for the comparable year-ago quarter.
For the six months ended September 30, 1996, sales increased 134% to
$18,488,000 versus $7,892,000 for the six months ended September 30, 1995,
primarily due to system acquisitions. Operating loss before depreciation and
amortization decreased 24% to $(4,939,000) versus $(6,509,000) for the
comparable year-ago period. Net loss for the most recent six months was
$(36,477,000), or $(1.08) per common share, versus $(15,214,000) or $(0.98) per
common share, for the six months ended September 30, 1995.
"CAI continues to improve its operating results while testing the digital
transport systems in Boston and Norfolk, developing the internet access product
in Rochester, and pursuing the development of two-way applications for its MMDS
frequencies," said John Prisco, President Chief Operating Officer of CAI.
CAI currently operates six wireless cable systems in New York City,
Rochester and Albany, NY; Philadelphia, PA; Washington, DC, and
Norfolk/Virginia Beach, VA and has a portfolio of wireless cable channel rights
in eight additional markets, including Long Island, Buffalo and Syracuse, NY;
Boston, MA; Providence, RI, Hartford, CT; Baltimore, MD, and Pittsburgh, PA. In
addition, CAI owns approximately 54% of CS Wireless Systems, Inc., ("CS
Wireless") which is jointly owned by Heartland Wireless Communications, Inc. CS
Wireless has, on a pro forma basis for announced transactions, approximately
7.2 million line-of-sight ("LOS") households and 77,500 subscribers in 17
markets located primarily in the Midwest and Southwest regions of the United
States.
- tables follow -
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CAI WIRELESS SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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Three Months Ended,
September 30, September 30,
1996 1995
REVENUES $ 9,183,000 $ 3,900,000
EXPENSES:
Programming and license fees 3,967,000 1,799,000
Marketing 652,000 719,000
General and administrative 7,427,000 4,527,000
12,046,000 7,045,000
OPERATING LOSS BEFORE DEPRECIATION
AND AMORTIZATION (2,863,000) (3,145,000)
Depreciation and amortization 8,455,000 2,981,000
OPERATING LOSS (11,318,000) (6,126,000)
OTHER INCOME (EXPENSE):
Equity in net loss of affiliate (4,800,000) -
Other income 1,905,000 244,000
Interest expense (10,144,000) (1,868,000)
(13,039,000) (1,624,000)
LOSS BEFORE PROVISION FOR
INCOME TAXES (24,357,000) (7,750,000)
Provision for income tax benefit 4,500,000 -
LOSS BEFORE MINORITY INTEREST (19,857,000) (7,750,000)
Minority interest - 42,000
NET LOSS $(19,857,000) $(7,708,000)
LOSS PER COMMON SHARE $(0.57) $(0.48)
Weighted average common shares
outstanding 40,384,787 16,725,006
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CAI WIRELESS SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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Six Months Ended,
September 30, September 30,
1996 1995
REVENUES $ 18,488,000 $ 7,892,000
EXPENSES:
Programming and license fees 7,860,000 3,464,000
Marketing 1,226,000 1,765,000
General and administrative 14,341,000 9,172,000
23,427,000 14,401,000
OPERATING LOSS BEFORE DEPRECIATION
AND AMORTIZATION (4,939,000) (6,509,000)
Depreciation and amortization 16,550,000 5,590,000
OPERATING LOSS (21,489,000) (12,099,000)
OTHER INCOME (EXPENSE):
Equity in net loss of affiliate (7,800,000) -
Other income 4,117,000 371,000
Interest expense (20,305,000) (3,808,000)
(23,988,000) (3,437,000)
LOSS BEFORE PROVISION FOR
INCOME TAXES (45,477,000) (15,536,000)
Provision for income tax benefit 9,000,000 -
LOSS BEFORE MINORITY INTEREST (36,477,000) (15,536,000)
Minority interest - 322,000
NET LOSS $(36,477,000) $(15,214,000)
LOSS PER COMMON SHARE $(1.08) $(0.98)
Weighted average common shares
outstanding 39,638,851 16,321,674
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