UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: August 30, 1997
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: 012182
CALIFORNIA AMPLIFIER, INC.
(Exact name of registrant's specified in its charter)
Delaware 95-3647070
(State or Other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
460 Calle San Pablo
Camarillo, California 93012
(Address of principal executive offices) (Zip Code)
(805) 987-9000
(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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Common Stock Outstanding as of August 30, 1997: 11,722,222
Number of pages in this Form 10-Q: 14
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except par value)
Aug. 30, Mar. 1,
1997 1997
-------- ------
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,477 $ 3,165
Accounts receivable 9,458 7,316
Inventories 10,824 8,200
Prepaid expenses and other current assets 1,123 1,183
- ------------------------------------------------------------------------------
Total current assets 23,882 19,864
Property and equipment -- at cost, net of
accumulated depreciation and amortization 7,811 7,407
Other assets 1,092 2,265
- ------------------------------------------------------------------------------
$32,785 $ 29,536
- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,091 $ 2,136
Accrued liabilities 2,295 1,928
Current portion of long-term debt 841 799
- ------------------------------------------------------------------------------
Total current liabilities 7,227 4,863
Long-term debt 898 525
Minority interest share in net assets of
Micro Pulse 217 ---
Stockholders' equity:
Preferred stock, 3,000 shares authorized;
no shares outstanding ---
Common stock, $.01 par value; 30,000 shares authorized;
11,722 shares outstanding in August 1997 and
11,713 in March 1997 117 117
Additional paid-in capital 14,007 13,990
Foreign currency translation adjustment (183) (127)
Retained earnings 10,502 10,168
- ------------------------------------------------------------------------------
Total stockholders' equity 24,443 24,148
- ------------------------------------------------------------------------------
$32,785 $ 29,536
- ------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share data)
Three Months Ended Six Months Ended
Aug. 30, Aug. 31, Aug. 30, Aug. 31,
1997 1996 1997 1996
Sales $13,091 $11,463 $25,104 $28,738
Cost of sales 9,135 8,033 17,477 19,265
- ------------------------------------------------------------------------------
Gross profit 3,956 3,430 7,627 9,473
Research and development 1,051 1,819 2,137 3,292
Selling 1,405 1,219 2,712 2,552
General and administrative 1,105 807 2,083 1,691
- ------------------------------------------------------------------------------
Income (loss) from operations 395 (415) 695 1,938
Interest and other income (expense),
net (8) 127 (13) 266
Minority interest share in income of
Micro Pulse (65) --- (148) ---
- ------------------------------------------------------------------------------
Income (loss) before taxes 322 (288) 534 2,204
(Provision) benefit for income taxes (118) 79 (200) (790)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net income (loss) $ 204 $ (209) $ 334 $1,414
Net income (loss) per share $ .02 $(.02) $ .03 $ .11
- --------------------------------------------------------------------------------
Weighted average number of
shares outstanding 12,034 11,607 12,009 12,665
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Six Months Ended
Aug. 30, Aug. 31,
1997 1996
Cash flows from operating activities:
Net income $ 334 $1,414
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 1,562 1,385
(Increase) decrease in:
Accounts receivable (1,370) (2,765)
Inventories (1,990) (924)
Prepaid expenses and other assets 380 (226)
Increase (decrease) in:
Accounts payable 1,465 (967)
Accrued liabilities (232) (1,815)
- -------------------------------------------------------------------------------
Cash provided (used) by operating activities: 149 (3,898)
- -------------------------------------------------------------------------------
Cash flows provided by (used in) investing activities:
Purchases of property and equipment (1,784) (3,371)
Purchase of controlling interest in Micro Pulse 327 ---
Minority interest share in net assets of Micro Pulse 217 ---
Advance to Micro Pulse --- (148)
- -------------------------------------------------------------------------------
Cash used in investing activities: (1,240) (3,519)
- -------------------------------------------------------------------------------
Cash flows from financing activities:
Addition (repayment) of term debt 384 (519)
Issuances of common stock 19 200
- ------------------------------------------------------------------------------
Cash provided by (used in) financing activities: 403 (319)
- -------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (688) (7,736)
Cash and cash equivalents at the beginning of period 3,165 11,637
- ------------------------------------------------------------------------------
Cash and cash equivalents at end of period $2,477 $3,901
- ------------------------------------------------------------------------------
CALIFORNIA AMPLIFIER, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION - The accompanying unaudited consolidated financial
statements have been prepared in accordance with the requirements of Form 10-Q
and, therefore, do not include all information and footnotes which would be
presented were such financial statements prepared in accordance with generally
accepted accounting principles. These statements should be read in conjunction
with the Company's Annual Report on Form 10-K for the year ended March 1, 1997.
In the opinion of management, these interim financial statements reflect all
adjustments necessary for a fair presentation of the financial position and
results of operations for each of the periods presented. The results of
operations and cash flows for such periods are not necessarily indicative of
results to be expected for the full fiscal year.
2. INVENTORIES- Inventories include the cost of material, labor and
manufacturing overhead and are stated at the lower of cost (first-in, first-out)
or market and consist of the following (in 000's):
Aug. 30, 1997 March 1,1997
Raw material $3,154 $2,510
Work in process 958 1,568
Finished goods 6,712 4,122
------ -----
$10,824 $8,200
------- ------
3. NET INCOME PER SHARE - Net income per share is based upon the weighted
average number of shares outstanding during each of the respective years,
including the dilutive effects of stock options and warrants using the treasury
stock method. The weighted average number of shares used in the computation of
net income per share for the three and six months ended August 30, 1997, and the
six months ended August 31, 1996, were increased by 271,000, 321,000, and
1,058,000, respectively, for the dilutive effects of stock options and warrants.
There was no share adjustment for stock options and warrants outstanding for the
three months ended August 31, 1996 since the Company incurred a net loss, and
the effect of including such stock options and warrants would be anti-dilutive.
4. CONSOLIDATION OF INVESTMENT IN MICRO PULSE, INC.. - In March 1997, the
Company acquired additional shares in Micro Pulse, Inc. ("Micro Pulse"), which
resulted in California Amplifier holding a 50.5% controlling interest in Micro
Pulse. Accordingly, as of August 30, 1997, and for the three and six month
periods ended August 30, 1997, the balance sheet, statements of income, and cash
flows of Micro Pulse are consolidated with those of the Company, reduced by the
minority interests' share in the net assets and income of Micro Pulse. Prior to
March 2, 1997 and as of March 1, 1997, the 50% investment in Micro Pulse was
accounted for using the equity method of accounting.
5. CONTINGENCIES - In June 1997, the Company and certain of its Directors and
Officers had three legal actions filed against them, one in United States
District Court, Central District of California, Western Division and two in
Superior Court for the State of California, County of Ventura. See Part II, Item
I- Legal Proceedings included elsewhere herein. Based upon the analysis
performed to date, the Company and its Directors and Officers plan to vigorously
defend themselves against these claims.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
RESULTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 30, 1997 AND AUGUST 31, 1996
SALES
Sales increased by $1.6, or 12% from $11.5 million for the three months ended
August 31, 1996 to $13.1 million for the three months ended August 30, 1997.
Sales of Wireless Cable products increased $312,000, or 4%, from $7.5 million,
to $7.8 million. Sales of Satellite Television products decreased $148,000, or
4%, from $3.9 million to $3.8 million. Sales of Antenna products (sales by Micro
Pusle) for the three months ended were $1.5 million, but were not included in
the sales of the Company in the prior year period since Micro Pulse was
reflected as an equity investment and not consolidated.
The increase in Wireless Cable sales results from increased sales of Wireless
reception products, primarily to Latin America, offset by a decrease in sales of
MultiCipher products. The decrease in sales of Satellite Television products
results from a continued decrease in sales of C-Band products domestically
because of the Ku-DBS alternative, and decreases in sales of C-Band products
internationally primarily because of pricing competition. The C-Band product
sales decline, however, was offset by increases in Ku-DBS products as the
Company expands the Ku-DBS product line.
The Company's future sales growth is dependent upon maintaining its Wireless
Cable market share internationally, the broad introduction of digital Wireless
Cable in the United States which the Company must participate, and continued
demand for its Ku-DBS products into niche markets.
GROSS PROFITS AND GROSS MARGINS
Gross profits increased by $526,000, or 13%, from $3.4 million to $4.0 million.
Gross margins increased from 29.9% to 30.2%. The increase in gross profits
resulted from increased sales and the slight improvement in gross margins. The
gross margin increase is primarily a result of increased sales volumes and
product sales mix.
There will be continued pressures on gross margins primarily because of
competitive pricing pressures. As a result, the Company will concentrate on
product cost reductions and product differentiation in an attempt to maintain or
increase gross margins.
OPERATING EXPENSES
Research and development expenses decreased by $768,000 from $1.8 million to
$1.1 million. The decrease resulted primarily from reduced expenditures in the
current fiscal year period as compared to the second quarter of the prior year,
relating primarily to the development and introduction of MultiCipher Plus,
offset by the research and development expenses incurred by Micro Pulse, which
is now consolidated.
Selling expenses increased by $186,000 from $1.2 million to $1.4 million. The
increase was due primarily to personnel additions, and selling expenses incurred
by Micro Pulse, which is now consolidated.
General and administrative expenses increased by $298,000 from $807,000 to $1.1
million. The increase was primarily due to increased general administrative
expenses and administrative expenses incurred by Micro Pulse, which is now
consolidated.
INCOME (LOSS) FROM OPERATIONS
Income (loss) from operations, for the reasons noted above, increased by
$810,000, from an operating loss of ($415,000) to operating income of $395,000.
INTEREST AND OTHER INCOME (EXPENSE), NET
Interest and other income (expense), net, decreased by $135,000 to $8,000
expense, net, from $127,000 income, net. The primary reason for the decrease is
reduced interest income because of lower cash balances during the current year
quarter.
MINORITY INTEREST SHARE IN INCOME OF MICRO PULSE
The minority interest share in income of Micro Pulse represents the 49.5%
ownership interest's share of the consolidated income before tax of Micro Pulse.
In the prior year, Micro Pulse was not consolidated, however, no income was
booked during the second quarter of the prior year for California Amplifier's
then 50% ownership interest, which was accounted for using the equity method of
accounting.
PROVISION FOR TAXES
The provision for taxes for the second quarter of fiscal 1998 is based upon an
annualized tax rate of 37%. This tax rate assumes savings from benefits allowed
for export sales through a foreign sales corporation and research and
development tax credits.
NET INCOME (LOSS)
Net income (loss), for reasons outlined above, increased by $413,000, from
($209,000) to $204,000.
SIX MONTHS ENDED AUGUST 30, 1997 AND AUGUST 31, 1996
SALES
Sales decreased by $3.6 million, or 13%, from $28.7 million for the six months
ended August 31, 1996 to $24.1 million for the six months ended August 30, 1997.
Sales of Wireless Cable products decreased $5.6 million, or 27%, from $20.4
million to $14.9 million. Sales of Satellite Television products decreased $1.1
million, or 14%, from $8.2 million to $7.1 million. Sales of Antenna products
(sales by Micro Pulse) for the six months ended August 30, 1997 were $3.2
million, but were not included in the sales of the Company in the prior year
period since Micro Pulse was reflected as an equity investment and not
consolidated.
The decreases in Wireless Cable sales resulted primarily from decreases in the
sales of MultiCipher products. Sales of Wireless Cable reception products
remained about flat, with increases in Latin America, offset by reductions
domestically and in Asia. The decrease in Satellite Television products resulted
from continued decreases in sales of C-Band products domestically because of the
Ku-DBS alternative, and decreased sales of C-Band product internationally
primarily because of pricing competition. The C-Band product sales decline,
however, was offset by increases in Ku-DBS products as the Company expands the
Ku-DBS product line.
The Company's future sales growth is dependent upon maintaining its Wireless
Cable market share internationally, the broad introduction of digital Wireless
Cable in the United States which the Company must participate, and continued
demand for its Ku-DBS products into niche markets.
GROSS PROFITS AND GROSS MARGINS
Gross profits decreased by $1.8 million, or 19%, from $9.5 million to $7.6
million, and gross margins decreased from 33% to 30.3%. The 19% decrease in
gross profits resulted from a 13% decrease in sales, and the 2.7% reduction in
gross margins. The gross margin decline is primarily a result of lower sales
volumes, and pricing competition in Wireless Cable reception and Ku-DBS
products.
There will be continued pressure on gross margins primarily because of
competitive pricing pressures. As a result, the Company will concentrate on
product cost reductions and product differentiation in an attempt to maintain or
increase gross margins.
OPERATING EXPENSES
Research and development expenses decreased $1.2 million from $3.3 million to
$2.1 million. The decrease resulted primarily from reduced expenditures during
the current fiscal year six month period, as compared to the prior year period,
relating to the development, introduction and rollout of MultiCipher Plus. These
reduced expenses were offset by research and development costs incurred by Micro
Pulse, which is now consolidated.
Selling expenses increased $160,000 from $2.55 million to $2.71 million. The
increase is primarily a result of personnel additions, and selling expenses
incurred by Micro Pulse, which is now consolidated.
General and Administrative expense increased $392,000 from $1.7 million to $2.1
million. The increase is due to a higher level of administrative expenses, and
the administrative costs of Micro Pulse which is now consolidated.
INCOME FROM OPERATIONS
Income from operations, for the reasons outlined above, decreased $1.2 million,
from $1.9 million to $695,000.
INTEREST AND OTHER INCOME (EXPENSE), NET
Interest and other income (expense), net, decreased by $279,000 to $13,000
expense, net from $266,000 income, net. The primary reason for the decrease is
reduced interest income because of lower cash balances during the current year
period.
MINORITY INTEREST SHARE IN INCOME OF MICRO PULSE
The minority interest share in income of Micro Pulse represents 49.5% ownership
interest's share of the consolidated income before tax of Micro Pulse. In the
prior year, Micro Pulse was not consolidated, however, no income was booked
during the second quarter of the prior year for California Amplifier's then 50%
ownership interest which was accounted for using the equity method of
accounting.
PROVISION FOR TAXES
The provision for taxes for the second quarter of fiscal 1998 is based upon an
annualized tax rate of 37%, the same tax rate as fiscal year 1997. This tax rate
assumes savings from benefits allowed for export sales through a foreign sales
corporation and research and development tax credits.
NET INCOME
Net income, for reasons outlined above, decreased by $1.1 million, or 76% from
$1.4 million to $334,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $6.0 million working capital facility with California United
Bank at the bank's prime rate (8.5% at August 30, 1997). In addition, California
Amplifier s.a.r.l., its foreign subsidiary, has an informal arrangement with a
French bank to borrow up to $600,000. As of August 30, 1997, no amounts were
outstanding under any of these arrangements. The $6.0 million credit facility
with California United Bank expires in August 1998.
The Company believes that cash flow from operations, together with the funds
available under its credit facilities, are sufficient to support operations and
capital equipment requirements over the next twelve months.
The Company believes that inflation has not had a material effect on its
operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On June 11, 1997, the Company and certain of its directors and officers had two
legal actions filed against them, one in the United States District Court,
Central District of California, entitled Yourish v. California Amplifier,
Inc., et al., Case No. 97-4293 (BM (Mcx), and the other in the Superior Court
for the State of California, County of Ventura, entitled Yourish v. California
Amplifier, Inc., et al., Case No. CIV 173569. On June 30, 1997, another legal
action was filed against the same defendants in the Superior Court for the State
of California, County of Ventura, entitled Burns, et al., v. California
Amplifier, Inc., et al., Case No. CIV 173981. All three actions are purported
class actions on behalf of purchasers of the common stock of the Company
between September 12, 1995 and August 8, 1996. The actions claim that the
defendants engaged in a scheme to make false and misleading statements and omit
to disclose material adverse facts to the public concerning the Company,
allegedly causing the Company's stock price to artificially rise, and thereby
allegedly allowing the individual defendants to sell stock at inflated prices.
Plaintiffs claim that the purported stockholder class was damaged when the price
of the stock declined upon disclosure of the alleged adverse facts. The Company
and its legal counsel are currently evaluating the claims. Based upon the
analysis performed to date, the Company, its directors and officers, plan to
vigorously defend themselves against these claims.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of California Amplifier, Inc. was held
July 18, 1997.
At the annual meeting of stockholders a proposal was considered for the election
of Ira Coron, Arthur H. Hausman, William E. McKenna and Thomas L. Ringer as
directors to serve until the 1998 annual meeting of stockholders. The
director-nominees were elected. The voting results were as follows:
Proposal
1) Election of directors:
For Withheld Against
Ira Coron 10,800,072 131,998 0
Arthur H. Hausman 10,800,321 131,749 0
William E. McKenna 10,799,371 132,699 0
Thomas L. Ringer 10,804,872 127,198 0
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See exhibit index attached hereto which is incorporated herein by
this reference.
(b) No reports on Form 8-K were filed during the quarter ended August
30, 1997.
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.
California Amplifier, Inc.
(Registrant)
October 10, 1997 /S/ MICHAEL R. FERRON
-----------------------------
Michael R. Ferron
Vice President, Finance and
Chief Accounting Officer
INDEX TO EXHIBITS
3.1 Certificate of Incorporation of the Registrant, as amended, filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(33-59702) and by this reference is incorporated herein and made a part
hereof.
3.1.1 Amendment to Certificate of Incorporation of the Registrant, as filed with
the Delaware Secretary of State on September 19, 1996, filed as Exhibit
3.1.1 to the Registrant's Interim Report on Form 10-Q for the period ended
August 31, 1996.
3.2 Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to the
Registrant's Form 8-K dated February 27, 1992 and by this reference is
incorporated herein and made a part hereof.
10.1 1984 Key Employee Stock Option Plan filed as Exhibit 10.1 to the
Registrant's Registration Statement on Form S-1 (2-87042) and by this
reference is incorporated herein and made a part hereof.
10.2 Form of Incentive Stock Option Agreement filed as Exhibit 10.2 to the
Registrant's Registration Statement on Form S-1 (2-87042) and by this
reference is incorporated herein and made a part hereof.
10.3 Form of Nonqualified Stock Option Agreement filed as Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 (2-87042) and by this
reference is incorporated herein and made a part hereof.
10.4 1989 Key Employee Stock Option Plan filed as Exhibit 4.4 to the
Registrant's Registration Statement on Form S-8 (33-31427) and by this
reference is incorporated herein and made a part hereof.
10.4.1 Amendment No. 1 to the 1989 Key Employee Stock Option Plan
filed as Exhibit 4.7 to the Registrant's Registration Statement on Form
S-8(33-36944) and by this reference is incorporated herein and made
a part hereof.
10.4.2 Amendment No. 2 to the 1989 Key Employee Stock Option Plan
filed as Exhibit 4.8 to the Registrant's Registration Statement on Form
S-8 (33-72704) and by this reference is incorporated herein and made a
part hereof.
10.4.3 Amendment No. 3 to the 1989 Key Employee Stock Option Plan
filed as Exhibit 4.10 to the Registrant's Registration Statement on Form
S-8 (33-60879) and by this reference is incorporated herein and made a
part hereof.
10.5 Form of Incentive Stock Option Agreement filed as Exhibit 4.6 to the
Registrant's Registration Statement on Form S-8 (33-31427) and by this
reference is incorporated herein and made a part hereof.
10.6 Form of Nonqualified Stock Option Agreement filed as Exhibit 4.6 to the
Registrant's Registration Statement on Form S-8 (33-31427) and by this
reference is incorporated herein and made a part hereof.
10.7 Form of Option Agreement for Non-Employee Directors filed as Exhibit 4.9
to the Registrant's Registration Statement on Form S-8 (33-36944) and by
this reference is incorporated herein and made a part hereof.
10.8 Letter Agreements regarding sale of the building dated July 18, 1988,
filed as an exhibit to Form 8-K, dated February 27, 1989, filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1989 and by this reference is incorporated herein and
made a part hereof.
10.9 Building Lease and Rider on building between the Registrant and Calle San
Pablo Property Co. dated January 31, 1989, filed as an exhibit to the
Registrant's Annual Report on Form 10-K for the fiscal year ended February
28, 1989 and by this reference is incorporated herein and made a part
hereof.
10.9.1Amendment of Lease on building between the Registrant and Calle San Pablo
Property Co. dated February 9, 1995, filed as an exhibit to this Annual
Report on Form 10-K for the fiscal year ended March 4, 1995.
10.10 Form of Indemnity Agreement filed as an exhibit to the Registrant's Annual
Report on Form 10-K for the fiscal year ended February 29, 1988 and by
this reference is incorporated herein and made a part hereof.
10.11 Stockholder Rights Plan filed as an exhibit to the Registrant's Form 8-K
dated September 5, 1991 and by this reference is incorporated herein and
made a part hereof.
10.12 Distribution Agreement between Registrant and Pan Asian Systems, Ltd.,
dated July 3, 1992 filed as Exhibit 10.17 to the Company's Registration
Statement on Form S-1 (33-59702) and by this reference is incorporated
herein and made a part hereof.
10.13 Stock Purchase Agreement dated December 31, 1992 by and among Registrant,
Peter J. Connolly, Steven G. Ow and Toni Ow, and The Peter J. Connolly
Charitable Remainder Unitrust dated June 15, 1992 filed as Exhibit 10.20
to the Company's Registration Statement on Form S-1 (33-59702) and by this
reference is incorporated herein and made a part hereof.
10.14 8% Convertible Subordinated Note dated January 20, 1993 by Registrant
payable to The Peter J. Connolly Charitable Remainder Unitrust dated June
15, 1992 filed as Exhibit 10.21 to the Registrant's Registration Statement
on Form S-1 (33-59702) and by this reference is incorporated herein and
made a part hereof.
10.15 8% Convertible Subordinated Note dated January 20, 1993 by Registrant
payable to Steven G. Ow and Toni Ow dated June 15, 1992 filed as Exhibit
10.22 to the Registrant's Registration Statement on Form S-1 (33-59702)
and by this reference is incorporated herein and made a part hereof.
10.16 Promissory Note dated January 20, 1993 by Micro Pulse Incorporated,
payable to Registrant filed as Exhibit 10.23 to the Registrant's
Registration statement on Form S-1 (33-59702) and by this reference is
incorporated herein and made a part hereof.
10.17 Option Agreement entered into as of February 4, 1993 by and among CAMP
Acquisition Corp., Mr. Charles W. Ergen and the Registrant filed as
Exhibit 10.24 to the Registrant's Registration Statement on Form S-1
(33-59702) and by this reference is incorporated herein and made a part
hereof.
10.18 Promissory Note Agreement between Registrant and California United Bank
dated April 5, 1993, filed as Exhibit 10.18 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended February 27, 1993 and by
this reference is incorporated herein and made part hereof.
10.19 Change in Terms Agreement between Registrant and California United Bank,
dated July 22, 1994, and filed as Exhibit 10.19 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 4, 1995, and by this
reference is incorporated herein and made part hereof.
10.20 First Amendment to Business Loan Agreement between Registrant and
California United Bank, dated July 22, 1994, filed as Exhibit 10.20 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended March 4,
1995, and by this reference is incorporated herein and made part hereof.
10.21 Second Amendment to Business Loan Agreement between Registrant and
California United Bank, dated September 13, 1994, filed as Exhibit 10.21
to the Registrant's Annual Report on Form 10-K for the fiscal year ended
March 4, 1995, and by this reference is incorporated herein and made part
hereof.
10.22 Business Loan Agreement between Registrant and California United Bank,
dated July 26, 1995, filed as Exhibit 10.22 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 2, 1996, and by this
reference is incorporated herein and made part hereof.
10.23 Promissory Note between Registrant and California United Bank dated July
26, 1995, filed as Exhibit 10.23 to the Registrant's Annual Report on Form
10-K for the fiscal year ended March 2, 1996, and by this reference is
incorporated herein and made part hereof.
10.24 Commercial Security Agreement between Registrant and California United
Bank dated July 26, 1995, filed as Exhibit 10.24 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 2, 1996, and by
this reference is incorporated herein and made part hereof.
10.25 First Amendment to Business Loan Agreement between Registrant and
California United Bank, dated July 26, 1995, filed as Exhibit 10.25 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended March 2,
1996, and by this reference is incorporated herein and made part hereof.
10.26 Promissory Note between Registrant and California United Bank dated August
6, 1996, filed as Exhibit 10.26 to the Registrant's Annual Report on Form
10-K for the fiscal year ended March 1, 1997.
10.27 Second Amendment to Business Loan Agreement between Registrant and
California United Bank, dated August 6, 1996, filed as Exhibit 10.27 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
March 1, 1997, and by this reference is incorporated herein and made part
hereof.
10.28 Building Lease on building between the Registrant and The Jennings Bypass
Trust, dated September 11, 1996, filed as Exhibit 10.28 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended March 1,
1997, and by this reference is incorporated herein and made part hereof.
10.29 Land Purchase Agreement on land between the Registrant and Rhoda-May A.
Dallas Trust, dated February 13, 1996, filed as Exhibit 10.29 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended March 1,
1997, and by this reference is incorporated herein and made part hereof.
*10.30Loan Agreement between Registrant and California United Bank, dated
August 22, 1997, filed as Exhibit 10.30 to the Registrant's Quarterly
Report on Form 10-Q for the period ended August 30, 1997.
*10.31Change in Terms Agreement between Registrant and California United Bank,
dated August 22, 1997, and filed as Exhibit 10.31 to the Registrant's
Quarterly Report on Form 10-Q for the period ended August 30, 1997.
*27 Financial Data Schedule
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* Filed herewith