-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G0+0xwj9YGW6tNMB9+58Iutcfc7tkb8tI+biEyDIufqa+dCz/b7fdr+CaIEnwQHI Qs45h94nn2qK78W85OIpuQ== 0000730255-99-000003.txt : 19990112 0000730255-99-000003.hdr.sgml : 19990112 ACCESSION NUMBER: 0000730255-99-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981128 FILED AS OF DATE: 19990111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA AMPLIFIER INC CENTRAL INDEX KEY: 0000730255 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 953647070 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12182 FILM NUMBER: 99503997 BUSINESS ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059879000 MAIL ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 10-Q 1 FY99 3RD QUARTER 10-Q 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: November 28, 1998 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 November 28, 1998: 11,784,572 Number of pages in this Form 10-Q: 13 PART I - FINANCIAL INFORMATION ITEM 1: Financial Statements CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands, except par value) Nov. 28, Feb. 28, 1998 1998 (Unaudited) (Audited) - ----------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 7,662 $4,422 Accounts receivable, net 4,789 5,745 Income tax receivable 154 407 Inventories 4,854 6,851 Deferred tax asset 1,756 2,000 Prepaid expenses and other current assets 977 462 - ----------------------------------------------------------------------- Total current assets 20,192 19,887 Property and equipment -- at cost, net of accumulated depreciation and amortization 4,780 7,116 Other assets 764 828 - ----------------------------------------------------------------------- $25,736 $27,831 - ------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,543 $1,861 Accrued liabilities 1,841 2,399 Current portion of long-term debt 606 741 - ----------------------------------------------------------------------- Total current liabilities 4,990 5,001 Long-term debt 659 1,112 Minority interest share in net assets of Micro Pulse, Inc. 142 321 Stockholders' equity: Preferred stock, 3,000 shares authorized; no shares outstanding --- --- Common stock, $.01 par value; 30,000 shares authorized; 11,785 shares outstanding in November 1998 and 11,771 shares outstanding in February 1998 118 118 Additional paid-in capital 14,051 14,025 Foreign currency translation adjustment (200) (249) Retained earnings 5,976 7,503 - ----------------------------------------------------------------------- Total stockholders' equity 19,945 21,397 - ----------------------------------------------------------------------- $25,736 $27,831 - ------------------------------------------------------------------------ CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited; in thousands, except per share data) Three Months Ended Nine Months Ended Nov. 28, Nov. 29, Nov. 28, Nov. 29, 1998 1997 1998 1997 - -------------------------------------------------------------------- Sales $ 9,681 $13,382 $27,063 $38,486 Cost of sales 6,905 10,517 19,555 27,994 - ------------------------------------------------------------------------ Gross profit 2,776 2,865 7,508 10,492 Research and development 1,147 1,159 3,634 3,296 Selling 1,059 1,342 3,460 4,054 General and administrative 989 1,696 3,017 3,779 - ------------------------------------------------------------------------ Loss from operations (419) (1,332) (2,603) (637) Interest and other income (expense), net 4 (15) (13) (28) Minority interest share in (income) loss of Micro Pulse 120 (50) 255 (198) - ------------------------------------------------------------------------ Loss before taxes (295) (1,397) (2,361) (863) Benefit from income taxes 90 503 834 303 - ------------------------------------------------------------------------ Net loss $ (205) $ (894) $(1,527) $ (560) - ------------------------------------------------------------------------ Net loss per share Basic $(0.02) $(0.08) $(0.13) $(0.05) Diluted $(0.02) $(0.08) $(0.13) $(0.05) - ------------------------------------------------------------------------ Shares used in per share calculations Basic 11,778 11,763 11,774 11,688 Diluted 11,778 11,763 11,774 11,688 - ------------------------------------------------------------------------ CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Nine Months Ended Nov. 28, Nov. 29, 1998 1997 - --------------------------------------------------------------------- Cash flows from operating activities: Net loss $(1,527) $(560) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 2,365 2,435 Minority interest (179) 250 Loss/(gain) on disposal of property and equipment (4) 13 (Increase) decrease in Accounts receivable 956 (352) Inventories 1,997 222 Prepaid expenses and other assets 45 191 Increase (decrease) in: Accounts payable 682 (24) Accrued liabilities (558) 22 - -------------------------------------------------------------------- Cash provided by operating activities: 3,777 2,197 - -------------------------------------------------------------------- Cash flows from investing activities: Purchases of property and equipment (931) (2,443) Proceeds from sale of property and equipment 956 --- Purchase of controlling interest in Micro Pulse --- 327 - -------------------------------------------------------------------- Cash provided by (used in) investing activities: 25 (2,116) - -------------------------------------------------------------------- Cash flows from financing activities: Addition (repayment) of term debt (588) 162 Issuances of common stock 26 35 - -------------------------------------------------------------------- Cash provided by (used in) financing activities: (562) 197 - -------------------------------------------------------------------- Net increase in cash and cash equivalents 3,240 278 Cash and cash equivalents at the beginning of period 4,422 3,165 - -------------------------------------------------------------------- Cash and cash equivalents at end of period $7,662 $3,443 - -------------------------------------------------------------------- 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 February 28, 1998. 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): Nov. 28, Feb. 28, 1998 1998 --------- -------- Raw materials $2,659 $2,694 Work in process 78 66 Finished goods 2,117 4,091 --------- ------- $4,854 $6,851 ========= ======== 3. COMPREHENSIVE INCOME (LOSS) - Effective March 1, 1998 the Company adopted the provisions of SFAS No. 130, "Reporting Comprehensive Income" which establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income is defined as the total of net income and all non-owner changes in equity. The following table details the components of comprehensive income (loss) for the three and nine months ended November 28, 1998 and November 29, 1997 (000's): Three Months Ended Nov. 28, Nov. 29, 1998 1997 --------- -------- Net income (loss) $(205) $(894) Foreign currency translation adjustment 61 6 --------- -------- Comprehensive income (loss) $(144) $ (888) ========= ======== Nine Months Ended Nov. 28, Nov. 29, 1998 1997 --------- -------- Net income (loss) $(1,527) $(560) Foreign currency translation adjustment 49 (50) -------- -------- Comprehensive income (loss) $(1,478) $(610) ========= ======== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997 SALES Sales decreased by $3.7 million, from $13.4 million for the three months ended November 29, 1997, to $9.7 million for the three months ended November 28, 1998. Sales of Wireless Cable products decreased from $7.9 million to $5.3 million. Sales of Satellite Television products decreased from $4.1 million to $3.5 million. Sales of Antenna products by Micro Pulse decreased $518,000 from $1.4 million to $884,000. The decrease in sales of Wireless Cable products resulted from the continued downturn in the worldwide Wireless Cable television market, which began in the second half of fiscal year 1998 and has continued into fiscal year 1999. The sales decrease can be attributed to reductions in the shipments of both reception equipment, and MultiCipher, the Company's conditional access system. Reception product sales were adversely affected by curtailed purchases by existing systems, as well as a lack of new system expansion. MultiCipher sales were adversely impacted primarily by the lack of new system expansion. The softness in the Wireless Cable market affected unit shipments, as well as unit average sale prices as competition lowered unit sales prices in an attempt to maintain sales levels in a shrinking market. The Company reduced its unit sales prices to maintain market share, however, demand for product was significantly less than in prior periods. The Company did experience an increase in Wireless Cable sales in the third quarter as compared to the second quarter. This relates to shipments to key customers who recently began expanding their systems versus a broad market rebound. The decrease in sales of Satellite Television products resulted from the continued decrease in sales of C-Band products internationally because current unit pricing prohibits the Company from competing in these markets at acceptable gross margins. These sales decreases were offset by sales of Ku-DBS products domestically as the Company expands its presence in the Ku-DBS marketplace. The decrease in the sale of Antenna products by Micro Pulse resulted primarily from increased competition, reductions in buying patterns by certain customers as compared to the prior year, and unit price declines. The Company's objective is to achieve sequential quarterly sales increases. This is dependent upon the Company maintaining its Wireless Cable market share internationally, a successful Wireless Cable rollout by Bell South in the United States, and Look TV in Canada in which the Company must participate as a key supplier, and the timely introduction of certain Ku-DBS and commercial satellite products. GROSS PROFITS AND GROSS MARGINS Gross profits decreased from $2.9 million to $2.8 million. Gross margins increased from 21.4% to 28.7%. The decrease in gross profit resulted from lower sales volumes offset by higher gross margins. The gross margin increase is primarily a result of a $1.3 million non-recurring reorganization charge in the third quarter of the prior year, and in the current year improved supply management and reductions in labor personnel and factory overhead because of the decreased unit sales volumes. The current year improvements were offset by lower unit sales prices as compared to the prior year. 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 from $1.2 million to $1.1 million. The decrease resulted primarily from reductions in certain discretionary spending. Selling expenses decreased from $1.3 million to $1.0 million. The decrease in selling expense relates primarily to a reduction in discretionary marketing expenses, and reductions in variable selling expenses because of lower sales. General and administrative expenses decreased from $1.7 million to $1.0 million. The decrease relates primarily to a $350,000 non-recurring charge in the third quarter of the prior year, and in the current year reductions in certain administrative expenses. LOSS FROM OPERATIONS Loss from operations, for the reasons noted above, but primarily because of the $1.6 million non-recurring charge in the third quarter of the prior year offset by lower sales in the current three month period, decreased by $913,000 from $1.3 million to $419,000. MINORITY INTEREST SHRAE IN (INCOME) LOSS OF MICRO PULSE The minority interest share in (income) loss of Micro Pulse represents the 49.5% ownership interest's share of the consolidated (income) loss before tax of Micro Pulse. Because the Company owns a 50.5% controlling interest, 100% of Micro Pulse's sales and expenses are consolidated in the Company's consolidated statement of operations and the minority interest share of the (income) loss is reflected as a single line item in the statement of operations. BENEFIT FROM INCOME TAXES The benefit from income taxes the third quarter of fiscal 1999 is based upon an annualized tax rate of 36%. The Company believes it will return to profitability in future periods. Accordingly, the tax benefit recorded during the current period, and recorded as a deferred tax asset in the accompanying consolidated balance sheet is expected to be utilized. NET LOSS Net loss, for reasons outlined above, decreased by $689,000 from $894,000 to $205,000. NINE MONTHS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997 SALES Sales decreased by $11.4 million, from $38.5 million for the nine months ended November 29, 1997, to $27.1 million for the nine months ended November 28, 1998. Sales of Wireless Cable products decreased $7.7 million from $22.8 million to $15.1 million. Sales of Satellite Television products decreased $2.3 million from $11.1 million to $8.8 million. Sales of Antenna products by Micro Pulse decreased $1.4 million from $4.6 million to $3.2 million. The decrease in Wireless Cable sales resulted primarily the significant downturn in the worldwide Wireless Cable television market, which began in the second half of fiscal year 1998 and has continued into fiscal year 1999. The decrease can be attributed to reductions in the shipments of both reception equipment, and MultiCipher, the Company's conditional access system. Reception product sales were adversely affected by curtailed purchases by existing systems, as well as a lack of new system expansion. MultiCipher sales were adversely impacted particularly by the lack of new system expansion. The softness in the Wireless Cable market affected unit shipments, as well as unit average sale prices as competition lowered unit sales prices in an attempt to maintain sales levels in a shrinking market. The Company reduced its unit sales prices to maintain market share, however, demand for product was significantly less than in prior periods. The decrease in sales of Satellite Television products resulted from the continued decrease in sales of C-Band products internationally because current unit pricing prohibits the Company from competing in these markets at acceptable gross margins. These sales decreases were offset by sales of Ku-DBS products domestically as the Company expands its presence in the Ku-DBS marketplace. The decrease in the sale of Antenna products by Micro Pulse resulted primarily from increased competition, reductions in buying patterns by certain customers as compared to the prior year, and unit price declines. The Company's objective is to achieve sequential quarterly sales increases. This is dependent upon the Company maintaining its Wireless Cable market share internationally, a successful Wireless Cable rollout by Bell South in the United States, and Look TV in Canada, in which the Company must participate as a key supplier, and the timely introduction of certain Ku-DBS, and commercial satellite products. GROSS PROFITS AND GROSS MARGINS Gross profits decreased by $3.0 million from $10.5 million to $7.5 million, and gross margins increased from 27.3% to 27.7%. The decrease in gross profit resulted from lower sales volumes offset by increased gross margins. The gross margin improvement is primarily a result of the $1.3 million non-recurring charge in the third quarter of the prior year, and improvements made during the current year in supply management, decreases in labor and factory overhead. The current year improvements were offset by lower unit sales price as compared to the prior year. 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 increased $338,000 from $3.3 million to $3.6 million. The increase resulted primarily from increased engineering personnel, as well as increased salaries to remain competitive with industry salary requirements. Selling expenses decreased $594,000 from $4.1 million to $3.5 million. The decrease is primarily a result of a reduction in discretionary marketing expenses, and reductions in variable selling expenses because of lower sales. General and Administrative expenses decreased $762,000 from $3.8 million to $3.0 million. The decrease is due primarily to the $350,000 non-recurring charge in the third quarter of the prior year, and reductions in certain administrative expenses. LOSS FROM OPERATIONS Loss from operations, for the reasons outlined above but primarily the $11.4 million decrease in sales, increased $2.0 million, from $637,000 to $2.6 million. MINORITY INTEREST SHARE IN (INCOME) LOSS OF MICRO PULSE The minority interest share in (income) loss of Micro Pulse represents the 49.5% ownership interest's share of the consolidated (income) loss before tax of Micro Pulse. Because the Company owns a 50.5% controlling interest, 100% of Micro Pulse's sales and expenses are consolidated in the Company's consolidated statement of operations and the minority interest share of the (income) loss is reflected as a single line item in the statement of operations. BENEFIT FROM INCOME TAXES The benefit from taxes for the nine months of fiscal year 1999 is based upon an annualized tax rate of 36%, the same tax rate as fiscal year 1998. The Company believes it will return to profitability in future periods. Accordingly, the tax benefit recorded during the current period, and recorded as a deferred tax asset in the accompanying consolidated balance sheet is expected to be utilized. NET LOSS For the reasons outlined above, the net loss increased from $560,000 to $1.5 million. LIQUIDITY AND CAPITAL RESOURCES The Company has a $3.5 million working capital facility with Pacific Century Bank at the bank's prime rate (8.0% at November 28, 1998). 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 November 28, 1998, no amounts were outstanding under any of these arrangements. The credit facility with Pacific Century Bank expires in May, 1999. 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. YEAR 2000 COMPLIANCE COMPANY PRODUCTS The Company's satellite, wireless cable, voice and data, and antenna microwave products are not impacted by the Year 2000 century change. The MultiCipher product line, the Company's wireless cable scrambling and conditional access system does have date and time characteristics either in microprocessor embedded software, or in its software interface applications. The Company has identified programming issues that may impact how certain information must be input by MultiCipher customers, for example, the scheduling of future pay-per-view events. The Company is currently completing the software programming to address such issues and will make them available to customers on a fee based upgrade basis. All current shipments of MultiCipher system head-ends are year 2000 compliant. INTERNAL OPERATIONS General. The computer system issues relating to dates beyond 1999 is the result of many computer programs being written to use and store dates with only the last two digits of the applicable year. As a result, these programs may assume that all two digit dates are twentieth century dates. This could result in system failure, anomalous system behavior or incorrect system reporting. System failure could, in turn, temporarily affect the Company's ability to process customer transactions, interface with vendors and engage in similar normal business activities. The Company has assessed how it may be impacted. The Company has formulated and begun implementation of a plan to address all known aspects of the issue. The Company has already completed a substantial portion of this plan and is on schedule to fully complete the plan by July of 1999. Software Information Systems. The Company's software information systems consist primarily of a financial and manufacturing system (Computer Associates KBM), and other smaller scale software applications, and other programs developed internally. In January 1999, the Computer Associates KBM financial and manufacturing software upgrade was completed and a new IBM AS400 mainframe was installed, both of which are now year 2000 compliant. Two software applications, Telemagic and Sales Tracker, are not year 2000 compliant, and will be discontinued prior to July 1999. In addition, software on networks and desktop computers are currently being tested for year 2000 compliance. The Company does not expect any major issues related to upgrading these software applications, at a cost of less than $20,000. Vendor Provided Computer Hardware and Operating Systems. Vendor provided computer hardware and operating systems incluces all data center equipment (IBM AS400 system) and networks (Novell and Microsoft NT). All of these systems were or are now substantially year 2000 compliant with the exception of the Novell Network. This will be upgraded by July 1999 with an estimated cost of less than $10,000. Communications Systems. Communications systems includes all data center equipment (computers, networks telephone systems, and software systems used to support external communications with customers, employees, and suppliers, business partners and all corporate equipment and software systems used to support internal business management communications. Each significant component of these communications systems has been tested and all were found to be substantially year 2000 compliant. Suppliers and Other Business Partners. This area of the plan called for all significant suppliers and other business partners to be surveyed for year 2000 readiness. Most of the significant trade vendors have already been contacted. The Company anticipates that these activities will continue in the first quarter of calendar 1999. The Company is not currently aware of any single vendor or business partner with year 2000 compliance issues that could have a material impact on the Company. Year 2000 business transaction tests of all direct interfaces with vendors and other business partners will be completed by the second quarter of 1999. The Company can provide no assurance that year 2000 compliance will be successfully implemented by all of its suppliers. Contingency Planning. The Company has not yet developed a comprehensive contingency plan to address the risk of operational problems and costs likely to result from a failure by the Company or by a supplier or business partner to address year 2000 readiness. This plan will be developed by the end of June 1999. It will list specific action plans for failure in any of the identified areas of the year 2000 compliance plan. The Company believes that failure to complete any of the remaining work to be done will not alone adversely affect the continuity of the core business. The Company believes its current state of readiness is on schedule with a conservative plan to be fully year 2000 compliant by July of 1999 and that business risks have been minimized. However, there can be no guarantee that year 2000 compliance issues not yet identified or fully addressed will not materially affect the Company's operations or expose it to third party liability. SAFE HARBOR STATEMENT Forward looking statements in this Form 10-Q which include, without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions, projections and other information regarding future performance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect the Company's current views with respect to future events and financial performance and are subject to certain risks and uncertainties, including, without limitation, product demand, competitive market growth, timing and market acceptance of new product introductions, competition, pricing and other risks and uncertainties that are detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission, copies of which may be obtained from the Company upon request. Such risks and uncertainties could cause actual results to differ materially from historical results or those anticipated. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be attained. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 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 CBM (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. On September 21, 1998, the Federal legal action was dismissed in the United States District Court, but the State legal action remains in the Superior Court for the State of California. 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 in State court. ITEM 2.CHANGES IN SECURITIES None. ITEM 3.DEFAULTS UPON SENIOR SECURITIES None. ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5.OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K No reports on Form 8-K were filed during the quarter ended November 28, 1998. 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) January 11, 1999 /s/ Michael R. Ferron Michael R. Ferron Vice President, Finance and Chief Accounting Officer EX-27 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET ON PAGE 2 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS ON PAGE 3 OF THE COMPANY'S FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 28, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000730255 CALIFORNIA AMPLIFIER, INC. 9-MOS FEB-27-1999 NOV-28-1998 7,662 0 5,452 663 4,854 20,192 19,764 14,984 25,736 4,990 0 0 0 14,169 5,776 25,736 27,063 27,063 19,555 10,111 255 0 13 (2,361) (834) 0 0 0 0 (1,527) (0.13) (0.13)
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