8-K 1 fy04-q1pr_8k.txt FORM 8-K REG FD DISCLOSURE FOR FISCAL 2004 1ST QTR. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2003 ____________________ Exact Name of Registrant as Specified in Its Charter: CALIFORNIA AMPLIFIER, INC. ___________________________________ DELAWARE 0-12182 95-3647070 _____________________________ ____________ _____________ State or Other Jurisdiction of Commission I.R.S. Employer Incorporation or Organization File Number Identification No. Address of Principal Executive Offices: 460 Calle San Pablo Camarillo, CA 93012 _________________________ Registrant's Telephone Number, Including Area Code: (805) 987-9000 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _________________________ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated June 19, 2003. Item 9. Regulation FD Disclosure The information contained in this Item 9 of this Current Report is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release No. 33-8216. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On June 19, 2003, California Amplifier, Inc. issued an earnings release announcing its financial results for the first quarter ended May 31, 2003. A copy of the earnings release is attached as Exhibit 99.1. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized. CALIFORNIA AMPLIFIER, INC. June 19, 2003 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EXHIBIT 99-1 FOR IMMEDIATE RELEASE: California Amplifier Reports FY 2004 First Quarter Results CAMARILLO, Calif., June 19, 2003 --- California Amplifier, Inc. (Nasdaq: CAMP) today reported results for its first quarter ended May 31, 2003. Sales for the first quarter of fiscal 2004 were $18.6 million, compared to $22.5 million for the first quarter of the prior year. Net loss for the first quarter was $1.1 million, or $0.07 per diluted share, compared to net income of $1.5 million, or $0.10 per diluted share for the first quarter of fiscal year 2003. First quarter results include the effects of asset impairment charges of approximately $825,000 before income taxes related to manufacturing equipment and inventories within the Satellite business segment. Fred Sturm, President and Chief Executive Officer, commented, "California Amplifier continues to reshape itself to compete in what remains a difficult market climate. During the quarter, we undertook several restructuring initiatives, including rationalizing our manufacturing capacity by consolidating two North American facilities, reducing our workforce and expanding our use of outsourced subassemblies. While our management team worked to contain costs and improve operating performance, we also maintained our focus on leveraging the Company's RF design expertise to new markets and products. We look forward to sharing the details on our progress as we meet significant milestones in terms of customer acceptance and market validation." "Despite the challenging conditions, we remain optimistic about the long- term growth opportunities for our served markets and our balance sheet remains strong with nearly $22 million in cash," added Mr. Sturm. "Given the industry build-up of certain satellite products inventory and the continued uncertainty in the wireless market, we continue to closely monitor our cost structure and seek ways to improve the efficiency of our operations." About California Amplifier, Inc. California Amplifier designs, manufactures and markets a broad line of integrated microwave solutions used primarily in conjunction with satellite television and terrestrial broadband wireless applications. The Company's Satellite business unit designs and markets reception components for the Direct Broadcast Satellite television market as well as a full line of consumer and commercial products for video and data reception. The Wireless Access business unit designs and markets integrated wireless solutions for video and data applications. California Amplifier is an ISO 9001 certified company. For additional information, visit California Amplifier's web site at www.calamp.com. Statements in this release about the Company's future financial performance, customer relationships, initiatives to develop innovative wireless solutions, and the market potential of new products are forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Words such as "may", "will", "expects", "intends", "plans", "believes", "seeks", "could", "optimistic", "potential", "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. Factors that could impact California Amplifier's future results include changes in product demand and market growth rates, the effect of competition, pricing pressures, supplier constraints, manufacturing yields, market acceptance of new products and the viability and market acceptance of new technologies. 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. More information about California Amplifier's risks is available in the Company's annual report on Form 10-K and other filings made from time to time with the Securities and Exchange Commission." For more information, contact: Crocker Coulson Rick Vitelle Partner Chief Financial Officer Coffin Communications Group California Amplifier, Inc. (818) 789-0100 (805) 987-9000 crocker.coulson@coffincg.com [TABLES FOLLOW] CALIFORNIA AMPLIFIER, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share data) Three Months Ended May 31, ------------------ 2003 2002 ------- ------- Sales $18,566 $22,482 Cost of goods sold 17,260 16,638 ------- ------- Gross profit 1,306 5,844 ------- ------- Operating expenses: Research and development 1,362 1,701 Selling 494 730 General and administrative 844 1,050 ------- ------- Total operating expenses 2,700 3,481 ------- ------- Operating income (loss) (1,394) 2,363 Non-operating expense (53) (1) ------- ------- Income (loss) before income taxes (1,447) 2,362 Income tax (provision) benefit 345 (896) ------- ------- Net income (loss) $(1,102) $ 1,466 ======= ======= Net income (loss) per share: Basic $ (0.07) $ 0.10 Diluted $ (0.07) $ 0.10 Shares used in per share calculations: Basic 14,745 14,373 Diluted 14,913 14,756 BUSINESS UNIT SALES INFORMATION: Three Months Ended May 31, ------------------ 2003 2002 ------- ------- Satellite Products $16,621 $19,474 Wireless Access Products 1,945 3,008 ------- ------- Total $18,566 $22,482 ======= ======= CALIFORNIA AMPLIFIER, INC. CONSOLIDATED BALANCE SHEETS (in thousands) May 31, February 28, 2003 2003 -------- -------- (unaudited) Assets Current assets: Cash and cash equivalents $ 21,899 $ 21,947 Accounts receivable, net 6,680 16,053 Inventories 14,103 12,862 Deferred income tax assets 1,454 1,130 Prepaid expenses and other current assets 1,329 1,100 -------- -------- Total current assets 45,465 53,092 Property and equipment, at cost, net of accumulated depreciation and amortization 7,929 9,322 Deferred income tax assets, less current portion 5,400 5,400 Goodwill 20,938 20,938 Other assets 747 845 -------- -------- $ 80,479 $ 89,597 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 3,425 $ 3,005 Accounts payable 4,558 11,553 Accrued payroll and employee benefits 798 1,649 Other accrued liabilities 2,275 2,198 -------- -------- Total current liabilities 11,056 18,405 -------- -------- Long-term debt, less current portion 11,899 12,569 -------- -------- Commitments and contingencies Stockholders' equity: Common stock 147 147 Additional paid-in capital 43,444 43,441 Retained earnings 14,734 15,836 Accumulated other comprehensive loss (801) (801) -------- -------- Total stockholders' equity 57,524 58,623 -------- -------- $ 80,479 $ 89,597 ======== ======== # # #