-----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, JVBf1eeIHnUBcWPCkILgooGeQcQryZpkFMJAxNA5Q+eo3Uy3hBzTUPNh/sUOI7Gi KkLDky7FMPEJuNWBrH+tNA== 0000730255-00-000002.txt : 20000202 0000730255-00-000002.hdr.sgml : 20000202 ACCESSION NUMBER: 0000730255-00-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991127 FILED AS OF DATE: 20000111 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: 505370 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 FY2000 3RD QUARTER 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 27, 1999 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 27, 1999: 12,153,447 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) NOV. 27, FEB. 27, 1999 1999 (UNAUDITED) (AUDITED) - ------------------------------------------------------------------------ ASSETS Current assets: Cash and cash equivalents $ 4,221 $ 9,312 Accounts receivable, net 12,708 5,002 Inventories 9,797 3,974 Deferred tax asset 971 1,597 Prepaid expenses and other current assets 504 446 - ------------------------------------------------------------------------ Total current assets 28,201 20,331 Property and equipment, at cost, net of accumulated depreciation and amortization 8,579 4,498 Goodwill, net of accumulated amortization 3,903 --- Other assets 735 720 - ------------------------------------------------------------------------ $41,418 $25,549 - ------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 8,987 $ 2,644 Accrued liabilities 2,174 1,613 Short-term debt and current portion of long-term debt 3,603 597 - ------------------------------------------------------------------------ Total current liabilities 14,764 4,854 Long-term debt 1,664 516 Minority interest share in net assets of Micro Pulse, Inc. 220 114 Stockholders' equity: Preferred stock, 3,000 shares authorized; no shares outstanding --- --- Common stock, $.01 par value; 30,000 shares authorized; 12,153 shares outstanding in November 1999 and 11,785 shares outstanding in February 1999 122 118 Additional paid-in capital 16,009 14,050 Accumulated other comprehensive income (272) (170) Retained earnings 8,911 6,067 - ------------------------------------------------------------------------ TOTAL STOCKHOLDERS' EQUITY 24,770 20,065 - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ $41,418 $25,549 - ------------------------------------------------------------------------ CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited; in thousands, except per share data) THREE MONTHS ENDED NINE MONTHS ENDED NOV. 27, NOV. 28, NOV. 27, NOV. 28, 1999 1998 1999 1998 - ------------------------------------------------------------------------ Sales $26,251 $ 9,681 $57,919 $27,063 Cost of sales 19,531 6,905 42,042 19,555 - ------------------------------------------------------------------------ Gross profit 6,720 2,776 15,877 7,508 Research and development 1,385 1,147 3,915 3,634 Selling 1,377 1,059 3,714 3,460 General and administrative 1,354 989 3,587 3,017 - ------------------------------------------------------------------------ Income (loss) from operations 2,604 (419) 4,661 (2,603) Interest and other income (expense), net (60) 4 (99) (13) Minority interest share in (income) loss, of Micro Pulse (67) 120 (118) 255 - ------------------------------------------------------------------------ Income (loss) before income taxes 2,477 (295) 4,444 (2,361) (Provision for) benefit from income taxes (892) 90 (1,600) 834 - ------------------------------------------------------------------------ Net income (loss) $1,585 $ (205) $2,844 $(1,527) - ------------------------------------------------------------------------ Net income (loss) per share Basic $ 0.13 $(0.02) $ 0.24 $ (0.13) Diluted $ 0.12 $(0.02) $ 0.22 $ (0.13) - ------------------------------------------------------------------------ Shares used in per share calculations Basic 12,087 11,778 11,939 11,774 Diluted 13,638 11,778 13,147 11,774 - ------------------------------------------------------------------------ CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) NINE MONTHS ENDED NOV. 27, NOV. 28, 1999 1998 - ------------------------------------------------------------------------ Cash flows from operating activities: Net income (loss) $2,844 $(1,527) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 2,074 2,365 Minority interest 106 (179) Loss on disposal of property and equipment --- 902 (Increase) decrease in Accounts receivable (7,706) 956 Inventories (3,092) 1,997 Deferred tax asset 627 244 Prepaid expenses and other assets 20 (149) Increase (decrease) in: Accounts payable 6,343 682 Accrued liabilities (878) (558) - ------------------------------------------------------------------------ Cash provided by operating activities: 338 4,733 - ------------------------------------------------------------------------ Cash flows from investing activities: Purchases of property and equipment (3,318) (931) Net assets acquired from Gardiner (5,937) --- Retirements of property and equipment 9 --- - ------------------------------------------------------------------------ Cash provided by (used in) investing activities: (9,246) (931) - ------------------------------------------------------------------------ Cash flows from financing activities: Addition (repayment) of term debt 1,054 (588) Issuances of common stock 2,763 26 - ------------------------------------------------------------------------ Cash provided by (used in) financing activities: 3,817 (562) - ------------------------------------------------------------------------ Net increase (decrease) in cash and cash equivalents (5,091) 3,240 Cash and cash equivalents at beginning of period 9,312 4,422 - ------------------------------------------------------------------------ Cash and cash equivalents at end of period $4,221 $7,662 - ------------------------------------------------------------------------ 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 27, 1999. 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. 27, FEB. 27, 1999 1999 - ------------------------------------------------------------------------ Raw materials $8,254 $2,441 Work in process 427 40 Finished goods 1,116 1,493 - ------------------------------------------------------------------------ $9,797 $3,974 - ------------------------------------------------------------------------ 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 27, 1999 and November 28, 1998 (000's): THREE MONTHS ENDED ---------------------- NOV. 27, NOV. 28, 1999 1998 --------- -------- Net income (loss) $1,585 $ (205) Foreign currency translation adjustment (27) 61 --------- -------- Comprehensive income (loss) $1,558 $ (144) ========= ======== NINE MONTHS ENDED ---------------------- NOV. 27, NOV.28, 1999 1998 --------- -------- Net income (loss) $2,844 $(1,527) Foreign currenty translation adjustment (102) 49 --------- -------- Comprehensive income (loss) $2,742 $(1,478) ========= ======== 4. SEGMENTS In June 1997, the FASB introduced SFAS No. 131 "Disclosures About Segments of an Enterprise and Related Information." In conjunction with the Company's reorganization into business units in January 1998, the Company adopted SFAS No. 131 in fiscal year 1999, and it will be applied as required to interim periods thereafter. The adoption of this standard had no effect on the Company's financial position or results of operations, but did change the presentation of segment information as presented below (in thousands): THREE MONTHS ENDED NOVEMBER 27, 1999 ------------------------------------ SATELLITE WIRELESS ANTENNA CORPORATE TOTAL - ----------------------------------------------------------------------------- Sales $18,973 $5,302 $1,976 $ --- $26,251 Gross Profit 4,823 1,209 690 --- 6,720 Income (Loss) from Operations 3,655 (6) 168 (1,213) 2,604 - ----------------------------------------------------------------------------- THREE MONTHS ENDED NOVEMBER 28, 1998 ------------------------------------ SATELLITE WIRELESS ANTENNA CORPORATE TOTAL - ----------------------------------------------------------------------------- Sales $ 3,479 $5,318 $ 884 $ --- $ 9,681 Gross Profit 1,224 1,327 225 --- 2,776 Income (Loss) from Operations 533 140 (226) (866) (419) - ----------------------------------------------------------------------------- NINE MONTHS ENDED NOVEMBER 27, 1999 ----------------------------------- SATELLITE WIRELESS ANTENNA CORPORATE TOTAL - ----------------------------------------------------------------------------- Sales $39,004 $14,255 $ 4,660 $ --- $57,919 Gross Profit 10,819 3,365 1,694 --- 15,878 Income (Loss) from Operations 7,452 128 294 (3,213) 4,661 - ----------------------------------------------------------------------------- NINE MONTHS ENDED NOVEMBER 28, 1998 ----------------------------------- SATELLITE WIRELESS ANTENNA CORPORATE TOTAL - ----------------------------------------------------------------------------- Sales $ 8,780 $15,080 $ 3,203 $ --- $27,063 Gross Profit 2,758 3,767 983 --- 7,508 Income (Loss) from Operations 533 (16) (459) (2,661) (2,603) - ----------------------------------------------------------------------------- 5. PRO FORMA On April 19, 1999, the Company acquired the technology and product rights to substantially all of Gardiner Communications Corp.'s ("Gardiner") products, and manufacturing and development related equipment and inventory from Gardiner to support these product lines. The total purchase price, including assumption of certain liabilities and related costs of the acquisition, was approximately $9.3 million, of which $3.5 million relates to the acquisition of product and technology rights. The Company paid approximately $2.8 million in cash on closing, and an additional $3.4 million in cash for additional inventory and equipment in September and October 1999, the Company's third fiscal quarter. Gardiner received a $3.1 million, 8% one year promissory note due April 19, 2000. A portion of the debt can be converted into 525,000 shares of the Company's common stock at the lower per share conversion price equal to $4.25 or the average closing sales price of the Company's common stock for the immediate twenty trading days prior to conversion. As part of the purchase, the Company recorded Goodwill of $4.1 million which is being amortized over 15 years. The following pro forma combines the operations of the Company and Gardiner as if the acquisition had occurred at the beginning of each of the respective periods (in 000's except per share data): 9 MONTHS 9 MONTHS NOVEMBER 27, 1999 NOVEMBER 28, 1998 - ------------------------------------------------------------------------ As Reported Pro Forma As Reported Pro Forma ----------- --------- ----------- --------- Sales $57,919 $59,919 $27,063 $40,142 Net Income (Loss) $ 2,844 $ 3,004 $(1,527) $ (261) Net Income (Loss) Per Share Basic $ .24 $ .25 $ (.13) $ (.02) Diluted $ .22 $ .23 $ (.13) $ (.02) - ------------------------------------------------------------------------ Shares used in per share calculation Basic 11,939 11,939 11,774 11,774 Diluted 13,147 13,235 11,774 11,774 - ------------------------------------------------------------------------ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED NOVEMBER 27,1999 AND NOVEMBER 28, 1998 SALES Sales increased by $16.6 million, from $9.7 million for the three months ended November 28, 1998, to $26.3 million for the three months ended November 27, 1999. Sales of Satellite products increased $15.5 million from $3.5 million to $19 million. Sales of Wireless Cable products decreased by $20,000 from $5.32 million to $5.30 million. Sales of Antenna products by Micro Pulse increased $1.1 million from $884,000 to $2.0 million. The increase in sales of Satellite Products resulted primarily from the Company's entry into the U.S. DBS satellite television market as a result of its acquisition of certain satellite television products from Gardiner Communications in April 1999. Sales of Wireless Products were relatively flat on a quarter-to-quarter comparison. The international wireless cable analog video market continued to decline as capital for subscriber expansion remains difficult to obtain for many operators. Domestically and in Canada the Company continues to supply the major Wireless Cable digital video systems, which offset some of the international sales declines. In addition, the Company began to ship two-way transceivers to certain customers in the U.S. who are initiating two-way Internet services to businesses and consumers. The Company does not anticipate significant improvement in Wireless product sales, however, until Sprint and MCI/WorldCom finalize their fixed wireless access strategy. The increase in the sale of Antenna Products by Micro Pulse resulted primarily from sales of Antenna Products into new wireless markets as the Company focuses on antenna applications outside the GPS market. GROSS PROFITS AND GROSS MARGINS Gross profits increased from $2.8 million to $6.7 million. Gross margins decreased from 28.7% to 25.6%. The increase in gross profit resulted from the $16.6 million increase in sales. The decrease in gross margins from period-to-period resulted primarily from a significant shift in sales mix toward satellite products as a result of the Gardiner acquisition. In addition, there was a sequential decrease in gross margins from 28.2% in the second quarter of fiscal year 2000 as compared to 25.6% for the third quarter of fiscal year 2000. This decrease was again a result of sales mix toward satellite products, but was also attributable to additional manufacturing and expediting costs, including overtime, and air freight to meet increased satellite product demand, and initial start-up costs to increase capacity in the Company's Camarillo facility. The Company expects these costs to continue in the fourth quarter until the Company can better balance production between facilities, and its suppliers can meet material schedule requirements. The Company is currently on product allocation from certain of its suppliers, which is impacting the Company's ability to optimize production and meet certain shipment deadlines. OPERATING EXPENSES Research and development expenses increased from $1.1 million to $1.4 million. The increase resulted primarily from increased development costs, primarily headcount and related costs, to meet increased new product design. Selling expenses increased from $1.0 million to $1.4 million. The increase in selling expense relates primarily to direct selling expenses such as headcount and commissions, associated with the significant increase in sales. General and administrative expenses increased from $1.0 million to $1.4 million. The increase relates primarily to increased legal expenses relating to the class action lawsuit, incentive bonus accruals because of the Company's return to profitability, and the amortization of goodwill relating to the Gardiner acquisition. INCOME (LOSS) FROM OPERATIONS Income (loss) from operations, for the reasons noted above, increased by $3.0 million from a loss of $419,000 to income of $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 statements of operations and the minority interest share of the (income) loss is reflected as a single line item in the statements of operations. (PROVISION FOR) BENEFIT FROM INCOME TAXES The (provision for) benefit from income taxes the three months ended November 27, 1999 is based upon an annualized tax rate of 36%, the same tax rate as fiscal year 1999. 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 $1.8 million from a net loss of $205,000, to net income of $1.6 million. NINE MONTHS ENDED NOVEMBER 27, 1999 AND NOVEMBER 28, 1998 SALES Sales increased by $30.8 million, from $27.1 million for the nine months ended November 28, 1998, to $57.9 million for the nine months ended November 27, 1999. Sales of Satellite products increased $30.2 million from $8.8 million to $39 million. Sales of Wireless Cable products decreased $825,000 from $15.1 million to $14.3 million. Sales of Antenna products by Micro Pulse increased $1.5 million from $3.2 million to $4.7 million. The increase in sales of Satellite Products resulted primarily from the Company's entry into the U.S. DBS satellite television market as a result of its acquisition of certain satellite television products from Gardiner Communications in April 1999. The decrease in the sale of Wireless Products resulted from continued softness in both domestic and international Wireless Cable video markets. Domestically, wireless cable operators are currently not purchasing significant amounts of one-way video equipment as they finalize a deployment strategy for two-way wireless voice and Internet applications. Internationally, there continues to be a lack of capital available for system expansion, thereby significantly reducing the demand for subscriber equipment. The Company has offset some decline in sales of Wireless Cable video equipment with shipments of two-way Internet access products. The Company, however, does not anticipate Wireless access products to increase until Sprint and MCI/WorldCom finalize their fixed wireless access strategy. The increase in the sale of Antenna Products by Micro Pulse resulted primarily from sales of Antenna Products into new wireless markets as the Company focuses on antenna applications outside the GPS market. GROSS PROFITS AND GROSS MARGINS Gross profits increased by $8.4 million from $7.5 million to $15.9 million, and gross margins decreased from 27.7% to 27.4%. The increase in gross profit resulted from the $30.8 million increase in sales. When comparing periods, the lack of improvement in gross margins with such a significant increase in sales was primarily a result of a shift in sales mix toward satellite products, under utilization of the Company's Camarillo facility, and excess costs incurred in the Company's Texas facility (Gardiner), including expediting costs incurred in the third quarter associated with the significant increase in satellite products production. OPERATING EXPENSES Research and development expenses increased $281,000 from $3.6 million to $3.9 million. The increase resulted primarily from headcount additions and related costs. Selling expenses increased $254,000 from $3.5 million to $3.7 million. The increase is primarily a result of increased selling related expenses associated with the increase in sales offset by reductions in certain discretionary marketing expenses. General and Administrative expenses increased $570,000 from $3.0 million to $3.6 million. The increase relates primarily to increased legal expenses relating to the class action lawsuit, incentive bonus accruals because of the Company's return to profitability, and the amortization of goodwill relating to the Gardiner acquisition. INCOME (LOSS) FROM OPERATIONS Income (loss) from operations, for the reasons outlined above, increased $7.3 million, from a loss of $2.6 million to income of $4.7 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 statements of operations and the minority interest share of the (income) loss is reflected as a single line item in the statements of operations. (PROVISION FOR) BENEFIT FROM INCOME TAXES The (provision for) benefit from income taxes for the nine months of fiscal year 2000 is based upon an annualized tax rate of 36%, the same tax rate as fiscal year 1999. 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) For the reasons outlined above, net income (loss) increased from a net loss of $1.5 million to net income of $2.8 million. LIQUIDITY AND CAPITAL RESOURCES The Company has a $6.0 million working capital facility with Santa Monica Bank at the bank's prime rate (8.5% at November 27, 1999). As of November 27, 1999, $1.5 million was outstanding under the credit facility. The credit facility expires in June 2001. The Company believes that cash flow from operations, together with the funds available under its credit facility, 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 The Company's satellite, wireless cable, voice and data, and antenna microwave reception and transceiver products do not contain time or date code applications and are therefore, not impacted by the Year 2000 century change. The Company's wireless cable scrambling and conditional access system, MultiCipher, does have date and time characteristics in microprocessor embedded software and in its software interface applications. Upgrades to address certain date input issues in the year 2000 are now available to customers on a fee basis. All current shipments of MultiCipher system head-ends are year 2000 compliant. The Company's internal operations were not significantly impacted by the Year 2000 century change. As of January 10, 2000 the Company had not been informed by any customers or suppliers that the Year 2000 century change significantly impacted their operations. 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, integrations of acquisitions, 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. The dismissal was upheld by the U.S. Court of Appeals for the Ninth Circuit on October 8, 1999. The State legal action remains in the Superior Court for the State of California. The current trial date is March 21, 2000. 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 27, 1999. 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, 2000 /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 QUARTER ENDED NOVEMBER 27, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000730255 Californi Amplifier, Inc. 1,000 9-MOS FEB-26-2000 AUG-29-1999 NOV-27-1999 4,221 0 12,994 286 9,797 28,201 25,110 16,531 41,418 14,764 0 0 0 122 24,648 41,418 57,919 57,919 42,042 11,216 118 0 99 4,444 1,600 4,661 0 0 0 2,844 .24 .22
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