-----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, QVd0VpyOSW32ZcovjDo2FWkQFxMIFY+gtSilGjjN9RMvs38BmW0O+dZlQtLCDUk5 Hxy2HeW2TUuWg8oCpX/89g== 0000730255-04-000028.txt : 20040426 0000730255-04-000028.hdr.sgml : 20040426 20040426160333 ACCESSION NUMBER: 0000730255-04-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040421 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040426 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: 04754269 BUSINESS ADDRESS: STREET 1: 1401 N RICE AVENUE CITY: OXNARD STATE: CA ZIP: 93030 BUSINESS PHONE: 8059879000 MAIL ADDRESS: STREET 1: 1401 N RICE AVENUE CITY: CAMARILLO STATE: CA ZIP: 93030 8-K 1 fy04-q4pr_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): April 21, 2004 ____________________ 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: 1401 N. Rice Avenue Oxnard, CA 93030 _________________________ Registrant's Telephone Number, Including Area Code: (805) 987-9000 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _________________________ Item 5. Other Events and Required FD Disclosure On April 21, 2004, the Company was served with a complaint alleging certain violations of the California labor code. Among other charges, the class action complaint alleges that from October 2000 to the present time certain hourly employees did not take their lunch break within the time period prescribed by state law. Notwithstanding that the delayed break was at the request of, and for the convenience of, the affected employees, the Company believes that it could have a liability to pay a wage premium for these delayed lunch breaks. The Company intends to defend itself vigorously against all allegations in the complaint and has established what management believes to be an appropriate reserve in the quarter ended February 28, 2004. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated April 26, 2004 announcing results of operations for the quarter and fiscal year ended February 28, 2004. Item 12. Results of Operations and Financial Condition The information set forth in Exhibit 99.1 of 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 set forth in Exhibit 99.1 of 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 April 26, 2004, California Amplifier, Inc. issued an earnings release announcing its financial results for the fourth quarter and fiscal year ended February 28, 2004. A copy of the press 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. April 26, 2004 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 2 exhibit_99-1.txt PRESS RELEASE CONCERNING Q4 OPERATING RESULTS EXHIBIT 99-1 FOR IMMEDIATE RELEASE: CalAmp Reports Fiscal 2004 Fourth Quarter and Year-End Results * Fiscal 2004 sales reach record level * Quarterly conference call to be held Tuesday 4/27/04 VENTURA COUNTY, CA, April 26, 2004 - California Amplifier, Inc. (Nasdaq: CAMP) today reported results for its fourth quarter and fiscal year ended February 28, 2004. Sales for the fiscal 2004 fourth quarter were $41.6 million, an increase of 60% compared to $26.1 million for the fourth quarter of the prior year. Net income for the fourth quarter increased by 200% to $3.0 million, or $0.18 per diluted share, compared to $1.0 million, or $0.06 per diluted share for the fourth quarter of last year. Sales for fiscal year 2004 were a record $128.6 million, compared to $100.0 million for fiscal year 2003. Net income for fiscal year 2004 was $5.7 million, or $0.37 per diluted share, compared to $5.2 million, or $0.35 per diluted share for fiscal year 2003. Fred Sturm, President and Chief Executive Officer commented, "We are pleased with our overall financial performance for fiscal year 2004. Despite a difficult start to the year in our core satellite business, we rebounded strongly in the second half of the year and we were able to complete fiscal 2004 at a record level of sales and also post our fourth consecutive year of profitability. Mr. Sturm added, "During the year we also made significant progress in two key aspects of our business. First, we reduced our fixed manufacturing costs by subcontracting a significant portion of our manufacturing operations. Second, we've begun the process of transforming our Company into a communication solutions provider for both wired and wireless applications with our recent acquisition of Vytek Corporation. This acquisition enables diversification into markets we believe will provide future growth and continued profitability. I'm excited about the opportunities that I expect will be presented to us as a result of our combined strength in engineering, marketing, manufacturing and professional services." Mr. Sturm also noted, "Based on our current visibility, we estimate fiscal 2005 first quarter revenues in the range of $43 to $50 million and earnings in the range of $0.06 to $0.10 per diluted share. Our merger with Vytek Corporation was completed on April 12, so our first quarter ending May 31 will include Vytek's operations for about one-half of the quarter. The first quarter is expected to include the write-off of Vytek's in-process R&D of approximately $500,000 pursuant to purchase accounting rules. Other factors impacting this latest guidance are an anticipated increase in the Company's effective tax rate in fiscal 2005 to approximately 38%, compared to an effective rate of less than one percent in fiscal 2004, and the impact of recent substantial increases in the cost of raw steel, which is a key material for our satellite business. We are, however, taking steps to minimize the impact of these cost increases." As more fully described in a Form 8-K filed today, on April 21, 2004 the Company was served with a complaint alleging certain violations of the California labor code. The Company intends to defend itself vigorously against these allegations and has established what management believes to be an appropriate reserve in the quarter ended February 28, 2004. In a change from the schedule previously announced, the Company will hold its quarterly conference call on Tuesday, April 27, 2004 at 1:30 p.m. Pacific Time to discuss its fiscal 2004 fourth quarter financial results and current business status. A live audio webcast of the conference call can be accessed on either the Company's web site, www.calamp.com, or on the web site www.prnewswire.com under the Multimedia News section. Both links require listeners to install either RealPlayer or Windows Media Player to access the event. A replay of the audio broadcast will be available for 14 days after the call's completion. About California Amplifier, Inc. CalAmp offers service providers, enterprise customers and technology developers a comprehensive range of communications access and content delivery products, services and solutions. The Company leverages its expertise in supplying cost-effective, high volume RF products, as a leading provider of direct broadcast satellite (DBS) equipment to the U.S. DBS market. Drawing upon its growing expertise in networking applications and wireless technologies, the Company has developed solutions for digital multimedia delivery, residential broadband data delivery, retailing applications, public safety markets and wireless enterprise connectivity. With diverse capabilities ranging from product development through cost- effective, large-scale production, CalAmp provides valuable, high quality solutions to a broad array of customers and markets. The Company is headquartered in Ventura County, California and has approximately 800 employees. CalAmp was founded in 1981 and has been publicly traded since 1983. For more information visit: www.calamp.com. Statements in this press release that are not historical in nature are forward-looking statements, which involve known and unknown risks and uncertainties. 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. Actual results could differ materially from those implied by such forward- looking statements due to a variety of factors, including, general and industry economic conditions, competition, development factors, operating costs, the Company's ability to integrate the Vytek acquisition successfully and other risks and uncertainties that are detailed from time to time in the Company's filings with the Securities and Exchange Commission. 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. 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 Year Ended February 28, February 28, ------------------- ------------------- 2004 2003 2004 2003 ------- ------- ------- ------- Sales $41,605 $26,071 $128,616 $100,044 Cost of goods sold 35,179 22,115 110,950 79,511 ------- ------- ------- ------- Gross profit 6,426 3,956 17,666 20,533 ------- ------- ------- ------- Operating expenses: Research and development 1,427 1,167 5,363 5,982 Selling 666 617 2,336 2,560 General and administrative 1,346 777 3,984 3,781 ------- ------- ------- ------- Total operating expenses 3,439 2,561 11,683 12,323 ------- ------- ------- ------- Operating income 2,987 1,395 5,983 8,210 Non-operating expense, net (49) (56) (243) (215) ------- ------- ------- ------- Income before income taxes 2,938 1,339 5,740 7,995 Income tax benefit (provision) 36 (368) (26) (2,835) ------- ------- ------- ------- Net income $ 2,974 $ 971 $ 5,714 $ 5,160 ======= ======= ======= ======= Net income per share: Basic $ 0.20 $ 0.07 $ 0.39 $ 0.35 Diluted $ 0.18 $ 0.06 $ 0.37 $ 0.35 Shares used in per share calculations: Basic 14,885 14,740 14,791 14,639 Diluted 16,179 14,960 15,390 14,870 BUSINESS UNIT SALES INFORMATION: Three Months Ended Year Ended February 28, February 28, ------------------- ------------------- 2004 2003 2004 2003 ------- ------- ------- ------- Satellite Products $39,750 $23,880 $121,000 $ 88,437 Wireless Access Products 1,855 2,191 7,616 11,607 ------- ------- ------- ------- Total $41,605 $26,071 $128,616 $100,044 ======= ======= ======= ======= CALIFORNIA AMPLIFIER, INC. CONSOLIDATED BALANCE SHEETS (unaudited - in thousands) February 28, 2004 2003 -------- -------- Assets Current assets: Cash and cash equivalents $ 22,885 $ 21,947 Accounts receivable, net 18,579 16,053 Inventories 20,253 12,862 Deferred income tax assets 2,807 1,130 Prepaid expenses and other current assets 3,244 1,100 -------- -------- Total current assets 67,768 53,092 Property and equipment, at cost, net of accumulated depreciation and amortization 4,381 9,322 Deferred income tax assets, less current portion 3,956 5,400 Goodwill 20,938 20,938 Other assets 599 845 -------- -------- $ 97,642 $ 89,597 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 3,527 $ 3,005 Accounts payable 17,395 11,553 Accrued payroll and employee benefits 1,513 1,649 Other accrued liabilities 2,078 2,198 -------- -------- Total current liabilities 24,513 18,405 -------- -------- Long-term debt, less current portion 7,766 12,569 -------- -------- Commitments and contingencies Stockholders' equity: Common stock 149 147 Additional paid-in capital 44,486 43,441 Retained earnings 21,550 15,836 Accumulated other comprehensive loss (822) (801) -------- -------- Total stockholders' equity 65,363 58,623 -------- -------- $ 97,642 $ 89,597 ======== ======== # # # -----END PRIVACY-ENHANCED MESSAGE-----