-----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, Dugu4ltKDUfd/xt92wzAn5cZhMvyIFrDl2qxXiLUDwMArmEGgXnomMFgOYDmzaUT /1bcoRyQwfQ/ccHS2+5ltw== 0000730255-05-000003.txt : 20050111 0000730255-05-000003.hdr.sgml : 20050111 20050111161302 ACCESSION NUMBER: 0000730255-05-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050111 DATE AS OF CHANGE: 20050111 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: 05523642 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-q3pr_8k.txt THIRD QUARTER FISCAL 2005 EARNINGS RELEASE 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): January 11, 2005 ____________________ 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 January 11, 2005, CalAmp Corp. issued an earnings release announcing its financial results for the quarter ended November 30, 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 January 11, 2005 announcing results of operations for the quarter ended November 30, 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. January 11, 2005 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 2 exhibit_99-1.txt PRESS RELEASE ON JANUARY 11, 2005 Exhibit 99.1 CalAmp Reports FY 2005 Third Quarter Results Q3 revenues up 29% from prior year to $57 million Oxnard, CA, January 11, 2005 --- CalAmp Corp. (NASDAQ: CAMP) today reported results for its third quarter ended November 30, 2004. Revenue for the third quarter of fiscal 2005 was $57.1 million, compared to $44.2 million for the third quarter of last year. Net income for the fiscal 2005 third quarter was $1,787,000 or $0.08 per diluted share, compared to net income of $3,452,000 or $0.22 per diluted share for the third quarter of last year. The revenue increase in the latest quarter compared to the third quarter of last year is attributable to the April 2004 acquisition of Vytek Corporation, which now operates as the Company's Solutions Division, and to higher sales of Direct Broadcast Satellite television reception products. The lower earnings per share was attributable primarily to the higher effective income tax rate (37.8% in the latest quarter compared to 9.9% in the third quarter of last year), and to an operating loss in the Solutions Division. For the nine months ended November 30, 2004 revenue was $152.9 million, compared to $87.0 million in the prior year. Net income during the nine months ended November 30, 2004 was $4.8 million, or $0.22 per diluted share, versus net income of $2.7 million, or $0.18 per diluted share, in the comparable period of last year. Net cash provided by operating activities during the first nine months of fiscal 2005 was $8.1 million, compared to $6.7 million in the first nine months of fiscal 2004. The sales increase in the year-to-date period is due primarily to the growth in sales of Direct Broadcast Satellite television reception products. Fred Sturm, President and Chief Executive Officer, commented, "We continue to be pleased with the performance of our Products Division, which generated over $50 million in revenue in the latest quarter. Demand for Satellite products improved during the quarter as we began volume shipments of two new products in support of our customers' multi-satellite and digital video recorder service offerings. We are a leading supplier to the U.S. Direct Broadcast Satellite television market which continues to gain market share from cable television operators. Although the aggressive price competition in this market is persistent, our organization has risen to the challenge by responding with innovative, cost effective and high quality products which differentiate us as a market leader." Mr. Sturm added, "Revenue from the Solutions Division in the latest quarter was $6.6 million. We continue to take steps to bring this division to profitability as quickly as possible, including strengthening and refocusing the sales organization and making appropriate cost reductions. As previously announced, last month we appointed Steve L'Heureux as the new President of the Solutions Division. We expect that under his leadership we will be successful in expanding our revenue base and bringing this division to profitability." Mr. Sturm concluded, "Based on our current visibility, we estimate fiscal 2005 fourth quarter revenues in the range of $62 to $68 million and earnings in the range of $0.11 to $0.15 per diluted share." 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 650 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 Nine Months Ended November 30, November 30, -------------------- ---------------- 2004 2003 2004 2003 ----- ------ ----- ----- Revenues $57,066 $44,248 $152,890 $87,011 Cost of revenues 46,767 37,514 123,966 75,771 ------- -------- -------- ------- Gross profit 10,299 6,734 28,924 11,240 Operating expenses: Research and development 2,315 1,338 6,190 3,936 Selling 1,847 627 4,651 1,670 General and administrative 2,786 899 8,410 2,560 Intangible asset amortization 486 26 1,207 78 In-process research and development - - 471 - ------ ------ ------- ------ 7,434 2,890 20,929 8,244 ------ ------ ------- ------ Operating income 2,865 3,844 7,995 2,996 Non-operating income (expense), net 8 (12) (131) (194) ------ ------ ------- ------ Income before income taxes 2,873 3,832 7,864 2,802 Income tax provision (1,086) (380) (3,022) (62) ------ ------ ------- ------ Net income $1,787 $3,452 $ 4,842 $ 2,740 ======= ======= ======= ======= Net income per share: Basic $0.08 $0.23 $0.23 $ 0.19 Diluted $0.08 $0.22 $0.22 $ 0.18 Shares used in per share calculations: Basic 22,356 14,788 21,135 14,760 Diluted 23,113 15,555 21,891 15,128 Business Segment Information (1) Three Months Ended Nine Months Ended November 30, November 30, ------------------ ---------------- 2004 2003 2004 2003 ----- ------ ----- ----- Revenue: Products Division $50,425 $44,248 $133,980 $87,011 Solutions Division 6,641 - 18,910 - ------- ------- -------- ------- Total revenue $57,066 $44,248 $152,890 $87,011 ======= ======= ======== ======= Gross profit Products Division $8,737 $ 6,734 $ 24,506 $11,240 Solutions Division 1,562 - 4,418 - ------- ------- -------- ------- Total gross profit $10,299 $ 6,734 $ 28,924 $11,240 ======= ======= ======== ======= Operating income (loss) Products Division $6,191 $ 4,447 $ 16,861 $ 4,521 Solutions Division (2,379) - (5,971) - Corporate expenses (947) (603) (2,895) (1,525) ------- ------- -------- ------- Total operating income $ 2,865 $ 3,844 $ 7,995 $ 2,996 ======= ======= ======== ======= (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) November 30, February 28, 2004 2004 ---- ---- Current assets: Cash and cash equivalents $ 26,528 $ 22,885 Accounts receivable, net 28,565 18,579 Inventories 24,364 20,253 Deferred income tax assets 885 2,404 Prepaid expenses and other current assets 4,692 3,244 -------- -------- Total current assets 85,034 67,365 Equipment and improvements, net 4,943 4,381 Deferred income tax assets, less current portion 3,269 4,359 Goodwill 100,885 20,938 Other intangible assets, net 4,514 200 Other assets 425 399 -------- -------- $199,070 $ 97,642 ======== ======== Current liabilities: Current portion of long-term debt $ 2,924 $ 3,603 Accounts payable 23,829 17,395 Accrued payroll and employee benefits 3,391 1,513 Other current liabilities 4,133 2,078 Deferred revenue 1,862 - -------- -------- Total current liabilities 36,139 24,589 Long-term debt, less current portion 8,395 7,690 Stockholders' equity: Common stock 232 149 Additional paid-in capital 131,261 44,486 Common stock held in escrow (2,548) - Retained earnings 26,392 21,550 Accumulated other comprehensive loss (801) (822) -------- -------- Total stockholders' equity 154,536 65,363 -------- -------- $199,070 $ 97,642 ======== ======== CALAMP CORP. CONSOLIDATED CASH FLOW STATEMENTS (Unaudited - In thousands) Nine Months Ended November 30, ----------- 2004 2003 ---- ---- Cash flows from operating activities: Net income $ 4,842 $ 2,740 Depreciation and amortization 3,218 2,381 Write-off of in-process R&D 471 - Equipment impairment writedowns 241 575 Deferred tax assets, net 2,609 (144) Changes in operating working capital (3,375) 1,248 Other 96 (61) -------- ------- Net cash provided by operating activities 8,102 6,739 -------- ------- Cash flows from investing activities: Capital expenditures (1,970) (2,026) Proceeds from sale of property and equipment 835 579 Acquisition of Vytek, net of cash acquired (1,727) - -------- ------- Net cash used in investing activities (2,862) (1,447) -------- ------- Cash flows from financing activities: Debt repayments, net of borrowings (2,300) (2,325) Proceeds from stock option exercises 703 372 -------- ------- Net cash used in financing activities (1,597) (1,953) -------- ------- Net change in cash 3,643 3,339 Cash at beginning of period 22,885 21,947 -------- ------- Cash at end of period $ 26,528 $25,286 ======== ======= -----END PRIVACY-ENHANCED MESSAGE-----