-----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, Cn5/RCwPFMMqZHMPMoum+b4ZZ623eDPGwFxruLcBYB1wTeOnSIPooHJ6fN7FrSHp BP27ye1dnZJDmSFKIGTUuQ== 0000730255-03-000039.txt : 20031002 0000730255-03-000039.hdr.sgml : 20031002 20031002162222 ACCESSION NUMBER: 0000730255-03-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031002 ITEM INFORMATION: FILED AS OF DATE: 20031002 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12182 FILM NUMBER: 03924639 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 8-K 1 fy04-q2pr_8k.txt FORM 8-K 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): October 2, 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 October 2, 2003. Item 12. Results of Operations and Financial Condition 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 October 2, 2003, California Amplifier, Inc. issued an earnings release announcing its financial results for the second quarter ended August 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. October 2, 2003 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 3 exhibit_99-1.txt EXHIBIT 99-1 EXHIBIT 99-1 FOR IMMEDIATE RELEASE: California Amplifier Reports Fiscal 2004 Second Quarter Results * Sales increase 30% from preceding quarter * Company returns to profitability in fiscal second quarter CAMARILLO, California, October 2, 2003 --- California Amplifier, Inc. (Nasdaq: CAMP) today reported results for its second quarter ended August 31, 2003. Sales for the second quarter of fiscal 2004 were $24.2 million, compared to $18.6 million for the first quarter of fiscal year 2004 and $27.5 million or the second quarter of the prior year. Net income for the second quarter was $390,000, or $0.03 per diluted share, compared to a net loss of $1.1 million, or ($0.07) per diluted share in the previous quarter, and net income of $1.8 million, or $0.12 per diluted share, in the second quarter of last year. For the six months ended August 31, 2003 sales were $42.8 million, compared to $50.0 million in the prior year. The net loss during the first six months of fiscal year 2004 was $712,000, or ($0.05) per diluted share, compared to net income of $3.3 million, or $0.22 per diluted share, in the first six months of fiscal year 2003. Fred Sturm, President and Chief Executive Officer commented, "Our Satellite Products business has experienced a dramatic improvement in recent months. Market activity with our key customers has increased substantially, driven primarily by their promotional programs and seasonal demand entering the holiday season. In order to satisfy our customers' higher volume requirements, we are rapidly ramping up our production capability, thereby reversing the contraction which occurred in the first quarter. However, we are incurring additional costs as a result of this ramp-up, principally due to the expedited procurement of materials." Mr. Sturm continued, "In our Wireless Access business the development of Ecco[TM], our PCS repeater product, is progressing well. A small number of pre-production units have already been supplied to a major wireless service provider for testing and evaluation purposes. We are also in discussion with other prospective customers who have expressed interest in the potential of our economical, integrated repeater design to improve in-building wireless coverage and increase subscriber satisfaction." Mr. Sturm also noted, "Based on our current visibility, we estimate third quarter sales in the range of $30 to $36 million and earnings in the range of $0.07 to $0.12 per diluted share. The range of expectations reflects the fact that results for the third quarter will depend to a large degree on the Company's ability to economically procure materials in sufficient quantities to fulfill existing orders." About California Amplifier, Inc. California Amplifier designs, manufactures and markets a broad line of integrated microwave equipment used primarily in conjunction with satellite television and terrestrial wireless broadband and video applications. The Company's Satellite business unit designs and markets outdoor reception equipment for the U.S. Direct Broadcast Satellite (DBS) television market as well as a broad line of consumer and commercial satellite products for video and data reception. The Wireless Access business unit designs and markets integrated reception and two-way transmission fixed wireless equipment for broadband data and video 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", "estimate" 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 CCG Investor Relations 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 Six Months Ended August 31, August 31, ------------------- ------------------- 2003 2002 2003 2002 ------- ------- ------- ------- Sales $24,197 $27,526 $42,763 $50,008 Cost of goods sold 20,997 21,171 38,257 37,809 ------- ------- ------- ------- Gross profit 3,200 6,355 4,506 12,199 ------- ------- ------- ------- Operating expenses: Research and development 1,236 1,723 2,598 3,424 Selling 549 744 1,043 1,474 General and administrative 869 1,052 1,713 2,102 ------- ------- ------- ------- Total operating expenses 2,654 3,519 5,354 7,000 ------- ------- ------- ------- Operating income (loss) 546 2,836 (848) 5,199 Non-operating expense, net (129) (79) (182) (80) ------- ------- ------- ------- Income (loss) before income taxes 417 2,757 (1,030) 5,119 Income tax benefit (provision) (27) (939) 318 (1,835) ------- ------- ------- ------- Net income (loss) $ 390 $ 1,818 $ (712) $ 3,284 ======= ======= ======= ======= Net income (loss) per share: Basic $ 0.03 $ 0.12 $ (0.05) $ 0.23 Diluted $ 0.03 $ 0.12 $ (0.05) $ 0.22 Shares used in per share calculations: Basic 14,747 14,720 14,746 14,547 Diluted 14,916 14,914 14,746 14,835 BUSINESS UNIT SALES INFORMATION: Three Months Ended Six Months Ended August 31, August 31, ------------------- ------------------- 2003 2002 2003 2002 ------- ------- ------- ------- Satellite Products $22,022 $24,640 $38,643 $44,114 Wireless Access Products 2,175 2,886 4,120 5,894 ------- ------- ------- ------- Total $24,197 $27,526 $42,763 $50,008 ======= ======= ======= ======= CALIFORNIA AMPLIFIER, INC. CONSOLIDATED BALANCE SHEETS (in thousands) August 31, February 28, 2003 2003 -------- -------- (unaudited) Assets Current assets: Cash and cash equivalents $ 23,080 $ 21,947 Accounts receivable, net 12,884 16,053 Inventories 11,700 12,862 Deferred income tax assets 2,846 1,130 Prepaid expenses and other current assets 1,387 1,100 -------- -------- Total current assets 51,897 53,092 Property and equipment, at cost, net of accumulated depreciation and amortization 7,550 9,322 Deferred income tax assets, less current portion 3,973 5,400 Goodwill 20,938 20,938 Other assets 980 845 -------- -------- $ 85,338 $ 89,597 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 3,438 $ 3,005 Accounts payable 11,105 11,553 Accrued payroll and employee benefits 823 1,649 Other accrued liabilities 1,238 2,198 -------- -------- Total current liabilities 16,604 18,405 -------- -------- Long-term debt, less current portion 10,835 12,569 -------- -------- Commitments and contingencies Stockholders' equity: Common stock 147 147 Additional paid-in capital 43,453 43,441 Retained earnings 15,124 15,836 Accumulated other comprehensive loss (825) (801) -------- -------- Total stockholders' equity 57,899 58,623 -------- -------- $ 85,338 $ 89,597 ======== ======== # # # -----END PRIVACY-ENHANCED MESSAGE-----