-----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, OGD6giqKUp84vLVVrFss06+LlEM53DnmtHQ9N8y9Yw/S/1wiE2kygHLd9EqyItXc JfHHPXAKrxfVDLMZGo+v+g== 0000730255-06-000010.txt : 20060509 0000730255-06-000010.hdr.sgml : 20060509 20060509160911 ACCESSION NUMBER: 0000730255-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060509 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 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: 06821142 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-q4pr_8k.txt MATERIAL DEFINITIVE AGREEMENT AND 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): May 9, 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 1.01. Entry into a Material Definitive Agreement On May 9, 2006, the Company signed a definitive agreement to acquire Dataradio, Inc. ("Dataradio"), a privately held Canadian company, for a cash payment of Canadian $60.1 million or approximately U.S. $54.6 million at the current Canadian Dollar to U.S. Dollar exchange rate of 1.10. A copy of the press release is attached as Exhibit 99.1. Item 2.02. Results of Operations and Financial Condition The information set forth in Exhibit 99.2 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 99.2 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 May 9, 2006, CalAmp Corp. issued an earnings release announcing its financial results for the fourth quarter and fiscal year ended February 28, 2006. A copy of the press release is attached as Exhibit 99.2. A conference call with simultaneous webcast to discuss the fourth quarter and fiscal year 2006 financial results and business outlook will be held today, May 9, 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 May 9, 2006 announcing the signing of a definitive agreement to acquire Dataradio, Inc. 99.2 Press release of the Registrant dated May 9, 2006 announcing results of operations for the fourth quarter and fiscal year ended February 28, 2006. 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. May 9, 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 - CALAMP TO ACQUIRE DATARADIO Exhibit 99.1 NEWS BULLETIN FROM: Financial Relations Board RE: 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 - ---------------------------------------------------------------------------- FOR IMMEDIATE RELEASE May 9, 2006 CalAmp to Acquire Dataradio, Inc. * Expands CalAmp's presence in public safety and Machine-to-Machine(M2M) markets * Significantly diversifies CalAmp customer base * Expected to be accretive in near term OXNARD, CA, May 9, 2006 CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless solutions, announced today that it has signed a definitive agreement to acquire Dataradio, Inc., a privately held Canadian company. This acquisition provides CalAmp with the opportunity to expand its wireless data communications business for public safety and M2M applications. It also furthers CalAmp's strategic goals of diversifying its customer base and expanding its product offerings into higher-margin growth markets. Excluding one-time non-cash charges for the write-off of in-process R&D, the transaction is expected to be immediately accretive to CalAmp's earnings per share. Dataradio was founded in 1981 and is a leading supplier of proprietary advanced wireless data systems, products, and solutions for public safety, critical infrastructure and industrial control applications. Dataradio has a diversified customer base with no single customer accounting for more than 4% of total revenue. Dataradio has approximately 175 employees in facilities located in Montreal, Minnesota and Georgia. For the unaudited 12 month period ended April 30, 2006, Dataradio had revenues of approximately U.S. $32 million. During this same period, Dataradio generated gross margins in excess of 50%. Commenting on the pending acquisition of Dataradio, Fred Sturm, President and Chief Executive Officer of CalAmp, said, "Dataradio brings us a critical mass of core competencies and market presence around which we can further develop and grow our wireless data communications business. Dataradio's systems design and integration expertise, combined with a broad base of industrial and municipal customers, greatly enhances CalAmp's competitive position and long-term growth potential. Once combined with CalAmp's existing businesses that provide wireless products and solutions for M2M and public safety applications, we expect our data communications business will have an annual revenue run rate in excess of $60 million. The Dataradio acquisition is a key step in achieving our strategic goals of reducing CalAmp's current customer and market segment concentration, improving margins and increasing our long-term growth potential while maintaining solid operating cash flow generation. We are excited about the opportunity to combine the strengths of our two companies in addressing the needs of the growing M2M and public safety marketplaces." Commenting on the acquisition, Robert Rouleau, Chief Executive Officer of Dataradio, said, "We are very pleased to be joining forces with CalAmp, a company with a long, successful history of delivering cost-effective high quality solutions to its wireless customers. With our combined resources, we are well positioned for continued innovation and growth. We look forward to delivering even greater value to our customers in the future as we create a new standard for mission-critical wireless data solutions." The terms of the definitive agreement provide that CalAmp will acquire Dataradio for a cash payment of Canadian $60.1 million (approximately U.S. $54.6 million at the current Canadian Dollar to U.S. Dollar exchange rate of 1.10). CalAmp plans to finance the transaction using a combination of cash on hand and bank debt. The transaction is subject to customary closing conditions and is expected to be completed in the next several weeks. About Dataradio For 25 years, Dataradio has been a recognized and innovative supplier of advanced wireless data products and systems for mission-critical applications. Public safety organizations, utilities, local government, water management, and other critical infrastructure operations depend on Dataradio to ensure that vital wireless data reaches the people who need it, when they need it most. From mobile data systems and radio modems, to analog radios and telemetry devices, Dataradio products are found at the heart of private wireless networks around the world. For additional information, please visit the Dataradio's website at www.dataradio.com. 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, the Company's ability to efficiently and cost-effectively integrate its acquired businesses, 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 Relations Board serves as financial relations counsel to this company, is acting on the company's behalf in issuing this bulletin and receiving compensation therefor. The information contained herein is furnished for information purposes only and is not to be construed as an offer to buy or sell securities. EX-99 3 exhibit_99-2.txt PRESS RELEASE - 4TH QUARTER AND YEAR-END RESULTS FY06 Exhibit 99.2 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 - ---------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CalAmp Reports FY 2006 Fourth Quarter and Year-End Results * Company Achieves Record Full Year EPS of $0.62, Up 72% Over Prior Year * Fourth Quarter Revenues of $47.8M and $0.15 EPS OXNARD, Calif., May 9, 2006--CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless products and engineering services, today reported results for its fiscal 2006 full year and fourth quarter ended February 28, 2006. Fourth Quarter and Fiscal Year 2006 Results Revenue in the fiscal 2006 fourth quarter was $47.8 million compared to $67.1 million for the fourth quarter of last year. Sales in last year's fourth quarter were benefited by the launch of a new product by one of the Direct Broadcast Satellite (DBS) service providers for which CalAmp was the sole supplier at that time. Gross profit for the fourth quarter of fiscal 2006 was $12.2 million, or 25.5% of revenues, compared to $12.5 million, or 18.6% of revenues, for the same period last year. The increase in gross margin was primarily the result of improved operating efficiencies and increased sales of higher margin products of the Products Division. Operating income of $5.6 million in the quarter is $0.6 million higher than the fourth quarter of last year, despite lower revenue. Net income in the quarter was $3.5 million or $0.15 per diluted share, compared to net income of $3.2 million or $0.14 per diluted share for the fourth quarter of last year. For the year ended February 28, 2006 revenue was $217 million, essentially flat with the prior year. Gross profit of $52.7 million represented a year- over-year improvement of $11.3 million, or 27%. Net income during fiscal 2006 was $14.6 million, which is an 80% increase over the prior year. Diluted EPS increased 72% from $0.36 in fiscal 2005 to $0.62 in fiscal 2006, which is a record for the Company. "I continue to be quite pleased with our operating execution. Gross margins remained very strong and the Company generated record cash flow from operations in fiscal 2006," commented Fred Sturm, CalAmp's President and Chief Executive Officer. "Our revenue for the fourth quarter reflected the seasonally lower market demand for DBS products. This market continues to provide unique opportunities as our customers roll-out additional services including HDTV while seeking to control subscriber acquisition costs and inventories. We are already seeing some shifts in our product demand. This has resulted in new product development initiatives for our customers that are intended to further integrate our products and thereby lower overall equipment costs. We anticipate submitting initial samples of our next generation products to our customers by the end of our fiscal 2007 first quarter for their review, and following-up with qualification samples in our second quarter. We expect our DBS customers to closely manage their inventories of existing products in order to minimize their costs and bring these newer, more cost-effective products to market faster." Liquidity At February 28, 2006, the Company had total cash of $45.8 million, with $7.7 million in total outstanding debt. Net cash provided by operating activities was $22.4 million during the most recent fiscal year, up 79% over the prior year. Inventory was $18.3 million at the end of the fourth quarter, representing annualized turns of about 9 times. Accounts receivable outstanding at the end of the fourth quarter represents a 48 day average collection period. Acquisition of Dataradio, Inc. Earlier today, CalAmp announced that it had signed a definitive agreement to acquire Dataradio, Inc., a privately held Canadian company that is a leading provider of mobile and fixed wireless data communication solutions used in public safety, critical infrastructure and industrial control applications. This acquisition provides CalAmp with the opportunity to expand its wireless data communications business for machine-to-machine (M2M) and public safety applications. It also furthers CalAmp's strategic goals of diversifying its customer base and expanding its product offerings into higher-margin growth markets. For the 12 month period ended April 30, 2006, Dataradio had unaudited revenues of approximately U.S. $32 million. During this period, Dataradio generated gross margins in excess of 50%. Dataradio has approximately 175 employees at facilities located in Montreal, Minnesota and Georgia. The acquisition agreement provides for a cash payment of Canadian $60.1 million (approximately U.S. $54.6 million at the current Canadian Dollar to U.S. Dollar exchange rate of 1.10). CalAmp plans to finance the transaction using a combination of cash on hand and bank debt. The transaction is subject to customary closing conditions and is expected to be completed in the next several weeks. Business Outlook Commenting on the Company's fiscal 2007 first quarter outlook, Mr. Sturm said, "Based on our current forecasts, we estimate that fiscal 2007 first quarter revenues will be in the range of $44 to $48 million, with earnings in the range of $0.09 to $0.13 per diluted share. This earnings estimate includes the implementation of accounting for stock compensation expense under provisions of FAS 123R, which we expect to reduce first quarter earnings by approximately $0.01 per share. The earnings estimate does not include the impact of the planned Dataradio acquisition." Conference Call and Webcast A conference call and simultaneous webcast to discuss fiscal 2006 fourth quarter and full year financial results, business outlook and the Dataradio acquisition 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, the Company's ability to efficiently and cost-effectively integrate its acquired businesses, 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 Year Ended February 28, February 28, ------------------ ---------------- 2006 2005 2006 2005 ----- ------ ----- ----- Revenues $47,789 $67,137 $217,493 $220,027 Cost of revenues 35,620 54,683 164,747 178,649 ------- ------- ------- ------- Gross profit 12,169 12,454 52,746 41,378 Operating expenses: Research and development 1,967 2,130 9,109 8,320 Selling 1,381 1,746 6,963 6,397 General and administrative 2,800 3,089 10,700 11,499 Intangible asset amortization 396 436 1,771 1,643 In-process research and development (10) - 310 471 ------ ------- ------- ------- 6,534 7,401 28,853 28,330 ------ ------- ------- ------- Operating income 5,635 5,053 23,893 13,048 Non-operating income (expense), net 305 11 536 (120) ------ ------- ------- ------- Income before income taxes 5,940 5,064 24,429 12,928 Income tax provision (2,475) (1,830) (9,867) (4,852) ------ ------- ------- ------- Net income $3,465 $ 3,234 $14,562 $ 8,076 ======= ======= ======= ======= Net income per share: Basic $0.15 $0.14 $0.64 $0.38 Diluted $0.15 $0.14 $0.62 $0.36 Shares used in per share calculations: Basic 22,857 22,438 22,605 21,460 Diluted 23,843 23,101 23,415 22,193 Business Segment Information Three Months Ended Year Ended February 28, February 28, ------------------ ---------------- 2006 2005 2006 2005 ----- ------ ----- ----- Revenue Products Division $43,577 $60,855 $196,908 $194,835 Solutions Division 4,212 6,282 20,585 25,192 ------- ------- ------- ------- Total revenue $47,789 $67,137 $217,493 $220,027 ======= ======= ======== ======= Gross profit Products Division $10,614 $11,259 $ 45,589 $ 35,765 Solutions Division 1,555 1,195 7,157 5,613 ------- ------- ------- ------- Total gross profit $12,169 $12,454 $ 52,746 $ 41,378 ======= ======= ======= ======= Operating income (loss) Products Division $ 7,908 $ 8,455 $ 31,361 $ 25,316 Solutions Division (1,161) (2,080) (3,190) (8,051) Corporate expenses (1,112) (1,322) (4,278) (4,217) ------- ------- ------- ------- Total operating income $ 5,635 $ 5,053 $ 23,893 $ 13,048 ======= ======= ======= ======= CAL AMP CORP. CONSOLIDATED BALANCE SHEETS (Unaudited - In thousands) Feb.28, Feb. 28, 2006 2005 Assets ---- ---- Current assets: Cash and cash equivalents $ 45,783 $ 31,048 Accounts receivable, net 28,630 27,027 Inventories 18,279 21,465 Deferred income tax assets 4,042 6,118 Prepaid expenses and other current assets 2,502 2,876 -------- -------- Total current assets 99,236 88,534 Equipment and improvements, net 5,438 5,383 Deferred income tax assets 2,344 5,285 Goodwill 91,386 92,834 Other intangible assets, net 5,304 4,028 Other assets 638 691 -------- -------- $204,346 $196,755 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 2,168 $ 2,897 Accounts payable 12,011 18,389 Accrued payroll and employee benefits 3,608 3,652 Other accrued liabilities 2,763 3,127 Deferred revenue 1,323 1,597 -------- -------- Total current liabilities 21,873 29,662 -------- -------- Long-term debt, less current portion 5,511 7,679 -------- -------- Other non-current liabilities 853 1,126 -------- -------- Stockholders' equity: Common stock 232 227 Additional paid-in capital 135,022 131,784 Common stock held in escrow (2,532) (2,548) Retained earnings 44,188 29,626 Accumulated other comprehensive loss (801) (801) -------- -------- Total stockholders' equity 176,109 158,288 -------- -------- $204,346 $196,755 ======== ======== CAL AMP CORP. CONSOLIDATED CASH FLOW STATEMENTS (Unaudited - In thousands) Year Ended February 28, ------------ 2006 2005 ---- ---- Cash flows from operating activities: Net income $ 14,562 $ 8,076 Depreciation and amortization 4,372 4,340 Write-off of in-process R&D 310 471 Equipment impairment writedowns - 241 Tax benefit of option exercises 1,158 388 Deferred tax assets, net 6,236 4,201 Changes in operating working capital (4,301) (5,105) Other 43 (76) -------- ------- Net cash provided by operating activities 22,380 12,536 -------- ------- Cash flows from investing activities: Capital expenditures (2,296) (2,359) Proceeds from sale of assets 146 1,749 Acquisition of Skybility business (4,897) - Acquisition of Vytek Corp., net of cash acquired - (1,776) -------- ------- Net cash used in investing activities (7,047) (2,386) -------- ------- Cash flows from financing activities: Debt repayments, net of borrowings (2,888) (3,043) Proceeds from stock option exercises 2,290 1,056 -------- ------- Net cash used in financing activities (598) (1,987) -------- ------- Net change in cash and cash equivalents 14,735 8,163 Cash and cash equivalents at beginning of period 31,048 22,885 -------- ------- Cash and cash equivalents at end of period $ 45,783 $31,048 ======== ======= -----END PRIVACY-ENHANCED MESSAGE-----