-----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, KVsLzcKBOB//MVJS/jT05ENcOHMkFpd9n120ftbTtAWQZmz9WuLjOZtRiEj4mEQs QyH3hz3HSpnCFiqRcy/W5w== 0000730255-06-000001.txt : 20060105 0000730255-06-000001.hdr.sgml : 20060105 20060105160636 ACCESSION NUMBER: 0000730255-06-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060105 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060105 DATE AS OF CHANGE: 20060105 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: 06512923 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 fy06-q3pr_8k.txt THIRD QUARTER OF FISCAL 2006 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 5, 2006 ____________________ 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 5, 2006, CalAmp Corp. issued an earnings release announcing its financial results for the quarter ended November 30, 2005. A copy of the press release is attached as Exhibit 99.1. A conference call with simultaneous webcast to discuss the financial results for the quarter ended November 30, 2005 and business outlook will be held today, January 5, 2006 at 4:30 p.m. Eastern Time. After the live webcast of the conference call, an audio replay will remain available until the next quarterly conference call in the Investor Relations section of CalAmp's web site at www.calamp.com. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated January 5, 2006 announcing results of operations for the quarter ended November 30, 2005. 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 5, 2006 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 5, 2006 Exhibit 99.1 NEWS BULLETIN FROM: CalAmp Logo CalAmp Corp. 1401 N. Rice Avenue Oxnard, CA 93030 Nasdaq: CAMP For Further Information: AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: Rick Vitelle Lasse Glassen Chief Financial Officer General Information (805)987-9000 (310)854-8313 lglassen@financialrelationsboard.com Amy Cozamanis Investor/Analyst Information (310)854-8314 acozamanis@financialrelationsboard.com - ---------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CAL AMP REPORTS FISCAL 2006 THIRD QUARTER RESULTS * Company Achieves 13% Revenue Growth and Earnings of $0.23 Per Diluted Share * Operating Income Sets New Record OXNARD, Calif., January 5, 2006--CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless products and engineering services, today reported results for its fiscal 2006 third quarter ended November 30, 2005, which included record operating income performance. Fiscal 2006 Third Quarter Results Revenue in the latest quarter was $64.5 million, a 13% increase compared to $57.1 million for the third quarter of last year. The increase in revenue was driven by increased sales of DBS satellite products and 2-way wireless modules along with the inclusion of the Company's Machine-to-Machine (M2M) radio product line, which was acquired during the first quarter of fiscal 2006. Operating income of $8.9 million in the latest quarter is $6 million higher than the third quarter of last year. Net income in the latest quarter was $5.4 million or $0.23 per diluted share. This compares favorably to net income of $1.8 million or $0.08 per diluted share for the third quarter of last year. Gross profit for the third quarter of fiscal 2006 was $16.5 million, or 25.5% of revenues compared to $10.3 million or 18.0% of revenues for the same period last year. The increases in gross profit and gross margin were primarily the result of increased sales of higher margin products of the Products Division coupled with ongoing actions taken to improve the financial performance of the Solutions Division. "During the fiscal third quarter, our performance was exceptionally strong across the board and we met or exceeded the guidance we provided for our key financial metrics," commented Fred Sturm, CalAmp's President and Chief Executive Officer. "These results reflect the steady progress we are making in improving CalAmp's profitability. While the increase in revenue was primarily driven by strong demand for our DBS products with higher average selling prices, our efforts to diversify our customer base and develop new product offerings are also beginning to take hold as evidenced by improving revenue contributions from our M2M and other wireless products." Mr. Sturm continued, "Our operating income of $8.9 million in the latest quarter substantially surpassed the previous single quarter record of $6.1 million established just one quarter ago, and our earnings per share of $0.23 was better than expected. These achievements reflected increased gross profit contributed by our higher margin DBS, M2M and other wireless product offerings. We also benefited from improving operating efficiencies and focus on selling higher margin software products in our Solutions Division, where gross margins increased substantially from the same period last year. The Solutions Division continues to make good progress on the path to operating profitability." Liquidity At November 30, 2005, the Company had total cash of $38.2 million, with $8.4 million in total outstanding debt. During the first nine months of fiscal 2006 total cash and cash equivalents increased by $7.2 million due primarily to $14.4 million of cash provided from operating activities and $1.3 million of proceeds from stock option exercises, partially offset by cash used for the M2M product line acquisition of $4.9 million and debt reductions of $2.2 million. Inventory was $19.8 million at the end of the third quarter, representing annualized turns of about 9 times. Accounts receivable outstanding at the end of the third quarter represents a 47 day average collection period, which is within expectations. Business Outlook Commenting on the Company's fiscal 2006 fourth quarter outlook, Mr. Sturm said, "Based on our current projections, we estimate that fiscal 2006 fourth quarter revenues will be in the range of $50 to $58 million, and that earnings will be in the range of $0.13 to $0.18 per diluted share. The anticipated sequential decline in fourth quarter revenues is due primarily to the seasonality of DBS industry demand and the planned product transition by one of our DBS customers. We believe the underlying trends in the DBS industry remain very positive and that this does not represent a fundamental change in either the industry's long-term outlook or in our overall share of the DBS outdoor equipment market. We expect the increasing availability of HDTV programming and digital video recording technology will continue to require more advanced satellite TV reception products, which should be key drivers of our DBS business going forward." Conference Call and Webcast A conference call and simultaneous webcast to discuss fiscal 2006 third quarter financial results and business outlook will be held today at 4:30 p.m. Eastern / 1:30 p.m. Pacific. The live webcast of the call is available on CalAmp's web site at www.calamp.com. Participants are encouraged to visit the web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. CalAmp's President and CEO Fred Sturm and CFO Rick Vitelle will host the conference call. After the live webcast, a replay will remain available until the next quarterly conference call in the Investor Relations section of CalAmp's web site. About CalAmp Corp. CalAmp is a leading provider of wireless equipment, engineering services and software that enable anytime/anywhere access to critical information, data and entertainment content. With comprehensive capabilities ranging from product design and development through volume production, CalAmp delivers cost-effective high quality solutions to a broad array of customers and end markets. CalAmp is the leading supplier of Direct Broadcast Satellite (DBS) outdoor customer premise equipment to the U.S. satellite television market. The Company also provides wireless connectivity solutions for the telemetry and asset tracking markets, public safety communications, the healthcare industry and digital multimedia delivery applications. For additional information, please visit the Company's website at www.calamp.com. 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", "expect", "intend", "plan", "believe", "seek", "could", "estimate", "judgment", "targeting", "should", 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 eliminate operating losses in its Solutions Division and make this business segment profitable, 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. -Financial Tables to Follow- CAL AMP CORP. CONSOLIDATED INCOME STATEMENTS (Unaudited, in thousands except per share amounts) Three Months Ended Nine Months Ended November 30, November 30, ------------------ ---------------- 2005 2004 2005 2004 ----- ------ ----- ----- Revenues $64,463 $57,066 $169,704 $152,890 Cost of revenues 47,999 46,767 129,127 123,966 ------- ------- ------- ------- Gross profit 16,464 10,299 40,577 28,924 Operating expenses: Research and development 2,585 2,315 7,142 6,190 Selling 1,914 1,847 5,582 4,651 General and administrative 2,679 2,786 7,900 8,410 Intangible asset amortization 403 486 1,375 1,207 In-process research and development - - 320 471 ------ ------- ------- ------- 7,581 7,434 22,319 20,929 ------ ------- ------- ------- Operating income 8,883 2,865 18,258 7,995 Non-operating income (expense), net 162 8 231 (131) ------ ------- ------- ------- Income before income taxes 9,045 2,873 18,489 7,864 Income tax provision (3,606) (1,086) (7,392) (3,022) ------ ------- ------- ------- Net income $5,439 $ 1,787 $11,097 $ 4,842 ======= ======= ======= ======= Net income per share: Basic $0.24 $0.08 $0.49 $0.23 Diluted $0.23 $0.08 $0.48 $0.22 Shares used in per share calculations: Basic 22,580 22,356 22,520 21,135 Diluted 23,592 23,113 23,272 21,891 Business Segment Information Three Months Ended Nine Months Ended November 30, November 30, ------------------ ---------------- 2005 2004 2005 2004 ----- ------ ----- ----- Revenue Products Division $59,565 $50,425 $153,331 $133,980 Solutions Division 4,898 6,641 16,373 18,910 ------- ------- ------- ------- Total revenue $64,463 $57,066 $169,704 $152,890 ======= ======= ======== ======= Gross profit Products Division $14,441 $ 8,737 $ 34,975 $ 24,506 Solutions Division 2,023 1,562 5,602 4,418 ------- ------- ------- ------- Total gross profit $16,464 $10,299 $ 40,577 $ 28,924 ======= ======= ======= ======= Operating income (loss) Products Division $10,406 $ 6,191 $ 23,453 $ 16,861 Solutions Division (373) (2,379) (2,029) (5,971) Corporate expenses (1,150) (947) (3,166) (2,895) ------- ------- ------- ------- Total operating income $ 8,883 $ 2,865 $ 18,258 $ 7,995 ======= ======= ======= ======= CAL AMP CORP. CONSOLIDATED BALANCE SHEETS (Unaudited - In thousands) November 30, February 28, 2005 2005 Assets ---- ---- Current assets: Cash and cash equivalents $ 38,205 $ 31,048 Accounts receivable, net 36,164 27,027 Inventories 19,806 21,465 Deferred income tax assets 3,225 6,118 Prepaid expenses and other current assets 2,227 2,876 -------- -------- Total current assets 99,627 88,534 Equipment and improvements, net 5,383 5,383 Deferred income tax assets 2,747 5,285 Goodwill 92,605 92,834 Other intangible assets, net 5,807 4,028 Other assets 473 691 -------- -------- $206,642 $196,755 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 2,425 $ 2,897 Accounts payable 16,720 18,389 Accrued payroll and employee benefits 3,623 3,652 Other accrued liabilities 4,366 3,127 Deferred revenue 1,297 1,597 -------- -------- Total current liabilities 28,431 29,662 -------- -------- Long-term debt, less current portion 5,964 7,679 -------- -------- Other non-current liabilities 1,091 1,126 -------- -------- Stockholders' equity: Common stock 230 227 Additional paid-in capital 133,536 131,784 Common stock held in escrow (2,532) (2,548) Retained earnings 40,723 29,626 Accumulated other comprehensive loss (801) (801) -------- -------- Total stockholders' equity 171,156 158,288 -------- -------- $206,642 $196,755 ======== ======== CAL AMP CORP. CONSOLIDATED CASH FLOW STATEMENTS (Unaudited - In thousands) Nine Months Ended November 30, ---------- 2005 2004 ---- ---- Cash flows from operating activities: Net income $ 11,097 $ 4,842 Depreciation and amortization 3,305 3,218 Write-off of in-process R&D 320 471 Equipment impairment writedowns - 241 Tax benefit of option exercises 678 224 Deferred tax assets, net 5,432 2,609 Changes in operating working capital (6,486) (3,375) Other 16 (128) -------- ------- Net cash provided by operating activities 14,362 8,102 -------- ------- Cash flows from investing activities: Capital expenditures (1,555) (1,970) Proceeds from sale of assets 143 835 Acquisition of Skybility business (4,897) - Acquisition of Vytek Corp., net of cash acquired - (1,727) -------- ------- Net cash used in investing activities (6,309) (2,862) -------- ------- Cash flows from financing activities: Debt repayments, net of borrowings (2,178) (2,300) Proceeds from stock option exercises 1,282 703 -------- ------- Net cash used in financing activities (896) (1,597) -------- ------- Net change in cash and cash equivalents 7,157 3,643 Cash and cash equivalents at beginning of period 31,048 22,885 -------- ------- Cash and cash equivalents at end of period $ 38,205 $26,528 ======== ======= -----END PRIVACY-ENHANCED MESSAGE-----