-----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, O7ITVB4fDEBZuZl+l3vipI/Ic04NXJ8CkLf7f683pQYmsUpIjgrMi8cYWJp8nd5y TomPqWVRHvukthoCSwgz4A== 0000730255-04-000073.txt : 20041012 0000730255-04-000073.hdr.sgml : 20041011 20041012160802 ACCESSION NUMBER: 0000730255-04-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040831 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CalAmp Corp. 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: 041074928 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: OXNARD STATE: CA ZIP: 93030 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA AMPLIFIER INC DATE OF NAME CHANGE: 19920703 8-K 1 fy05-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 12, 2004 ____________________ Exact Name of Registrant as Specified in Its Charter: CALAMP CORP. ___________________________________ 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 _____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. 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 October 12, 2004, CalAmp Corp. issued an earnings release announcing its financial results for the quarter ended August 31, 2004. A copy of the press release is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated October 12, 2004 announcing results of operations for the quarter ended August 31, 2004. 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. CALAMP CORP. October 12, 2004 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 2 exhibit_99-1.txt 2ND QUARTER EARNINGS ANNOUCEMENT Exhibit 99.1 CalAmp Reports FY 2005 Second Quarter Results * Q2 revenues up 110% from prior year to $51 million * Q2 net income improves $1.4 million from prior year Oxnard, CA, October 12, 2004 --- CalAmp Corp. (NASDAQ: CAMP) today reported results for its second quarter ended August 31, 2004. Revenue for the second quarter of fiscal 2005 was $50.8 million, compared to $24.2 million for the second quarter of the prior year. The period-over- period increase in revenue is due primarily to the improvement in satellite product sales which began late in the Company's fiscal 2004 second quarter. Net income for the fiscal 2005 second quarter was $1,746,000 or $0.08 per diluted share, compared to net income of $390,000 or $0.03 per diluted share for the second quarter of last year. For the six months ended August 31, 2004 revenue was $95.8 million, compared to $42.8 million in the prior year. Net income during the first six months of fiscal 2005 was $3,055,000 or $0.14 per diluted share, versus a net loss of $712,000 or ($0.05) per diluted share in the first six months of fiscal year 2004. Fred Sturm, President and Chief Executive Officer, commented, "We are pleased with the performance of our Products Division which generated $43 million in revenue in the second quarter on the strength of our Direct Broadcast Satellite business that began improving over a year ago. We also received approval on two new DBS products late in the second quarter that are expected to begin shipping in volume during the latter part of the third quarter. Although the DBS market remains extremely competitive, we have been able to maintain our market position through a combination of ongoing product development and aggressive cost effectiveness programs. Our key customers in this business - the satellite television service providers - continue to gain market share at the expense of the cable television operators. We look forward to supporting the market's requirements for high performance, cost-effective outdoor electronics in a challenging and dynamic competitive environment." Continued Mr. Sturm, "In the second quarter our Solutions Division generated revenues of nearly $8 million, but it remains in a loss position. Despite this loss, we made progress during the quarter in executing on our strategic business model of providing a complete end-to-end solution, most notably with our recently announced manufacturing agreement with EFJohnson. However, it is clear that we need to make certain adjustments to improve this division's financial performance. To that end, we recently strengthened our sales and marketing organization and have made adjustments in our overhead structure. We will closely monitor our performance with the objective of achieving profitable results for the Solutions Division as soon as possible without adversely impacting our ability to execute on our strategic model." Mr. Sturm concluded, "Based on our current visibility, we estimate fiscal 2005 third quarter revenues in the range of $50 to $58 million and earnings in the range of $0.07 to $0.12 cents per diluted share. Included in these estimates are charges of $461,000 for amortization of intangible assets." About CalAmp Corp. CalAmp is a leading provider of breakthrough wireless and content delivery solutions, services and products. With comprehensive capabilities ranging from product inception through production, CalAmp is a trusted partner delivering cost-effective high quality solutions to a broad array of customers and markets. CalAmp is one of the largest suppliers of direct broadcast satellite (DBS) outdoor customer premise equipment to the U.S. satellite television market and offers solutions for digital multimedia delivery, residential broadband data delivery, healthcare, retailing applications, public safety markets and wireless enterprise connectivity. The company is headquartered in Oxnard, California and has approximately 600 employees. Founded in 1981, CalAmp has been publicly traded since 1983 as NASDAQ: CAMP. Forward Looking Statement 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 CalAmp (818) 789-0100 (805) 987-9000 crocker.coulson@ccgir.com [TABLES FOLLOW] CALAMP CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands except per share amounts) Three Months Ended Six Months Ended August 31, August 31, ------------------ ---------------- 2004 2003 2004 2003 ----- ------ ----- ----- Revenues $50,827 $24,197 $95,824 42,763 Cost of revenues 40,503 20,997 77,199 38,257 ------- -------- ------- ------- Gross profit 10,324 3,200 18,625 4,506 Operating expenses: Research and development 2,068 1,236 3,875 2,598 Selling 1,732 549 2,804 1,043 General and administrative 3,179 843 5,624 1,661 Intangible asset amortization 461 26 721 52 In-process research and development - - 471 - ------ ------ ------- ------ 7,440 2,654 13,495 5,354 ------ ------ ------- ------ Operating income (loss) 2,884 546 5,130 (848) Non-operating expense, net (75) (129) (139) (182) ------ ------ ------- ------ Income (loss) before income taxes 2,809 417 4,991 (1,030) Income tax (provision) benefit (1,063) (27) (1,936) 318 ------ ------ ------- ------ Net income (loss) $1,746 $ 390 $3,055 $ (712) ======= ======= ======= ======= Net income (loss) per share: Basic $0.08 $0.03 $0.15 $(0.05) Diluted $0.08 $0.03 $0.14 $(0.05) Shares used in per share calculations: Basic 22,292 14,747 20,524 14,746 Diluted 22,809 14,916 21,224 14,746 Business Segment Information (1) Three Months Ended Six Months Ended August 31, August 31, ------------------ ---------------- 2004 2003 2004 2003 ----- ------ ----- ----- Revenue: Products Division $43,056 $24,197 $83,555 $42,763 Solutions Division 7,771 - 12,269 - ------- ------- ------- ------- Total revenue $50,827 $24,197 $95,824 $42,763 ======= ======= ======= ======= Gross profit Products Division $8,503 $ 3,200 $15,769 $ 4,506 Solutions Division 1,821 - 2,856 - ------- ------- ------- ------- Total gross profit $10,324 $ 3,200 $18,625 $ 4,506 ======= ======= ======= ======= Operating income (loss) Products Division $6,036 $ 1,040 $10,670 $ 74 Solutions Division (2,083) - (3,592) - Corporate expenses (1,069) (494) (1,948) (922) ------- ------- ------- ------- Total operating income (loss) $ 2,884 $ 546 $5,130 $ (848) ======= ======= ======= ======= (1) Effective with the acquisition of Vytek Corporation on April 12, 2004, CalAmp realigned its operations into a divisional structure in which CalAmp's existing Satellite and Wireless Access businesses were combined, together with Vytek's products manufacturing business, into a new Products Division. Vytek's principal operations, consisting of revenues generated by professional engineering services and the development of software applications, comprise the new Solutions Division. CALAMP CORP. CONSOLIDATED BALANCE SHEETS (Unaudited - In thousands) August 31, February 28, 2004 2004 ---- ---- Current assets: Cash and cash equivalents $ 25,268 $ 22,885 Accounts receivable, net 25,621 18,579 Inventories 25,208 20,253 Deferred income tax assets 1,814 2,404 Prepaid expenses and other current assets 3,915 3,244 -------- -------- Total current assets 81,826 67,365 Equipment and improvements, net 5,125 4,381 Deferred income tax assets, less current portion 3,292 4,359 Goodwill 100,942 20,938 Other intangible assets, net 4,800 200 Other assets 2,346 399 -------- -------- $198,331 $ 97,642 ======== ======== Current liabilities: Bank line of credit payable $ 3,000 $ - Current portion of long-term debt 2,946 3,603 Accounts payable 23,428 17,395 Accrued payroll and employee benefits 3,820 1,513 Other current liabilities 4,787 2,078 Deferred revenue 1,647 - -------- -------- Total current liabilities 39,628 24,589 Long-term debt, less current portion 6,116 7,690 Stockholders' equity: Common stock 232 149 Additional paid-in capital 138,145 44,486 Common stock held in escrow (9,594) - Retained earnings 24,605 21,550 Accumulated other comprehensive loss (801) (822) -------- -------- Total stockholders' equity 152,587 65,363 -------- -------- $198,331 $ 97,642 ======== ======== CALAMP CORP. CONSOLIDATED CASH FLOW STATEMENTS (Unaudited - In thousands) Six Months Ended August 31, ---------- 2004 2003 ---- ---- Cash flows from operating activities: Net income (loss) $ 3,055 $ (712) Depreciation and amortization 2,075 1,613 Write-off of in-process R&D 471 - Equipment impairment writedowns 201 575 Deferred tax assets, net 1,657 (289) Changes in operating working capital (1,875) 2,045 Other 143 (117) -------- ------- Net cash provided by operating activities 5,727 3,115 -------- ------- Cash flows from investing activities: Capital expenditures (1,243) (978) Proceeds from sale of property and equipment 627 285 Acquisition of Vytek, net of cash acquired (1,727) - -------- ------- Net cash used in investing activities (2,343) (693) -------- ------- Cash flows from financing activities: Debt repayments, net of borrowings (1,557) (1,301) Proceeds from stock option exercises 556 12 -------- ------- Net cash used in financing activities (1,001) (1,289) -------- ------- Net change in cash 2,383 1,133 Cash at beginning of period 22,885 21,947 -------- ------- Cash at end of period $ 25,268 $23,080 ======== ======= -----END PRIVACY-ENHANCED MESSAGE-----