-----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, MToyJ+dy2m77fG+9i1QVt39Mi2guaghOrToxKpVI9LkiCne4w1QF49r37xMvbSxo b3gxQuQKKahEuCn7Wm2OSw== 0000730255-06-000049.txt : 20061012 0000730255-06-000049.hdr.sgml : 20061012 20061012160820 ACCESSION NUMBER: 0000730255-06-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061012 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061012 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: 061142224 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 fy07-q2pr_8k.txt FORM 8-K FOR EARNINGS RELEASE ON OCTOBER 12, 2006 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, 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 October 12, 2006, CalAmp Corp. issued an earnings release announcing its financial results for the second quarter ended August 31, 2006. 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 August 31, 2006 and business outlook will be held today, October 12, 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 October 12, 2006 announcing results of operations for the quarter ended August 31, 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. October 12, 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 DATED OCTOBER 12, 2006 Exhibit 99.1 NEWS BULLETIN FROM: CalAmp Logo FOR IMMEDIATE RELEASE CalAmp Reports FY 2007 Second Quarter Results OXNARD, Calif., October 12, 2006--CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless products and engineering services, today reported results for its fiscal 2007 second quarter ended August 31, 2006. Key highlights include: * Revenues of $57.9 million and earnings of $0.05 per diluted share * Consolidated gross margin increase to 24.2%, from 23.3% in the same period last year "Our business performed as expected during the second quarter, with operating results in-line with our prior guidance," commented Fred Sturm, CalAmp's President and Chief Executive Officer. "CalAmp's revenues and gross margin were enhanced by our wireless connectivity business, which includes contributions from our existing Machine-to-Machine (M2M) and public safety products along with the recent acquisitions of Dataradio Inc. and the Mobile Resource Management (MRM) product line. During the quarter, we began the progress of integrating these acquisitions into our wireless connectivity businesses. We believe these acquisitions have significant long-term revenue growth opportunities, will improve our overall margins and increase our customer diversification. Also, as previously announced, Dataradio recently won a $3.8 million contract to provide a mobile data communications system for the police, fire and EMS personnel of Onondaga County, New York. Last month we began initial delivery of the system and we expect deliveries to continue through fiscal 2007 and concluding in fiscal 2008." Mr. Sturm continued, "Consistent with our objective of maintaining CalAmp's leadership position in the outdoor DBS equipment marketplace, we also made further progress on product development initiatives for our next generation equipment. We anticipate receiving product approval from our key customers in the near future with initial shipments beginning in the latter part of our fiscal third quarter. We anticipate revenue from these new products to reach meaningful levels during our fourth quarter which is normally a seasonally lower period of demand for our DBS products." Fiscal 2007 Second Quarter Results Revenue for the fiscal 2007 second quarter was $57.9 million, essentially flat with the $57.7 million for the second quarter of fiscal 2006. Growth in the Company's wireless data connectivity business, due primarily to the May 2006 acquisitions of Dataradio and the MRM product line, more than offset lower DBS product sales and Solutions Division revenue in the quarter. Net income for the fiscal 2007 second quarter was $1.2 million or $0.05 per diluted share compared to net income of $3.7 million or $0.16 per diluted share for the second quarter of last year. Included in the fiscal 2007 second quarter net income is additional expense of $1,001,000 for amortization of intangible assets related to the recent acquisitions of Dataradio and the MRM product line, $653,000 for stock option expense related to the current year adoption of FAS 123R, and an increase in net interest expense of $382,000, all amounts prior to income tax effects. Gross profit for the second quarter of fiscal 2007 was $14.0 million, or 24.2% of revenues compared to $13.4 million or 23.3% 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, including growth of the Company's higher-margin wireless connectivity business, and ongoing actions taken to improve the financial performance of the Solutions Division. Liquidity At August 31, 2006, the Company had total cash of $25.5 million, with $38.0 million in total outstanding debt. Net cash provided by operating activities during the first six months of fiscal 2007 was $5.4 million after excluding a payment of cash bonuses totaling $5.4 million made to employees of Dataradio during the second quarter for incentives that were accrued as expenses in Dataradio's pre-acquisition income statement,. These bonuses were paid from cash that was on Dataradio's balance sheet at the time of acquisition by CalAmp. Inventories were $21.9 million at the end of the second quarter, representing annualized turns of 8 times based on cost of sales in the latest quarter. Accounts receivable outstanding at the end of the second quarter represents a 52 day average collection period. Business Outlook Commenting on the Company's fiscal 2007 third quarter outlook, Mr. Sturm said, "Based on our current forecasts, we estimate that fiscal 2007 third quarter revenues will be in the range of $59 to $65 million, with earnings in the range of $0.04 to $0.08 per diluted share. We expect that our consolidated gross margin for the third quarter will be impacted by heavier than normal costs for air freight shipments of incoming materials and lower margins on final shipments of end-of-life DBS products. In addition, our earnings forecast also includes amortization of intangible assets related to the recent acquisitions of Dataradio and the MRM product line of approximately $928,000, FAS 123R stock option expense of $725,000, and net interest expense of $345,000, all prior to income tax effects." Conference Call, Webcast and 10-Q filing A conference call and simultaneous webcast to discuss fiscal 2007 second 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. The reader is also referred to the Company's quarterly report on Form 10-Q, filed today with the Securities and Exchange Commission. 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, private wireless networks, public safety communications and critical infrastructure and process control 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, the timing of customer approvals of new product designs, operating costs, 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. 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 - Financial Tables to Follow- CAL AMP CORP. Consolidated Statements of Operations and Reconciliation of Non-GAAP Adjustments (unaudited, in thousands except per share amounts) Three Months Ended August 31, --------------------- 2006 2005 ------- ------- Revenues $57,934 $57,661 Cost of revenues 43,923 44,246 ------- ------- Gross profit 14,011 13,415 Operating expenses: Research and development 3,792 2,360 Selling 3,005 1,796 General and administrative 3,517 2,607 Intangible asset amortization 1,275 529 In-process research and development - 27 ------- ------- 11,589 7,319 ------- ------- Operating income 2,422 (a) 6,096 Non-operating income (expense), net (246) 26 ------- ------- Income before income taxes 2,176 6,122 Income tax provision (941) (2,441) ------- ------- Net income $ 1,235 $ 3,681 ======= ======= Net income per share: Basic $ 0.05 $ 0.16 Diluted $ 0.05 $ 0.16 Shares used in per share calculations: Basic 23,337 22,490 Diluted 23,689 23,314 Six months ended August 31, 2006 ---------------------------------- Six GAAP Non-GAAP Adjusted months ended Basis Adjustments Basis Aug. 31, 2005 ------- ----------- -------- ------------- Revenues $104,247 $104,247 $105,241 Cost of revenues 79,309 79,309 81,128 ------- ------- ------- Gross profit 24,938 24,938 24,113 ------- ------- ------- Operating expenses: Research and development 6,357 6,357 4,557 Selling 4,776 4,776 3,668 General and administrative 6,330 6,330 5,221 Intangible asset amortization 1,676 1,676 972 In-process research and development 6,850 $ (6,850) (b) - 320 Impairment loss 29,848 (29,848) (c) - - ------- ------- -------- ------- 55,837 (36,698) 19,139 14,738 ------- ------- -------- ------- Operating income (loss) (30,899)(a) 36,698 5,799 9,375 Non-operating income (expense), net 715 (689) (d) 26 69 ------- -------- -------- ------- Income (loss) before income taxes (30,184) 36,009 5,825 9,444 Income tax provision (2,632) 276 (e) (2,356) (3,786) ------- ------- -------- ------- Net income (loss) $(32,816) $ 36,285 $ 3,469 $ 5,658 ======= ======= ======== ======= Net income (loss) per share: Basic $ (1.41) $ 0.15 $ 0.25 Diluted $ (1.41) $ 0.15 $ 0.24 Shares used in per share calculations: Basic 23,230 23,230 22,491 Diluted 23,230 23,714 23,112
(a) Operating income (loss) for the three and six months ended August 31, 2006 includes share-based compensation expense pursuant to FAS123R of $653 and $1,073, respectively. Such expense is included in the following captions of the Statement of Operations: Three Months Six Months Ended Ended Aug. 31, 2006 Aug. 31, 2006 ------------- ------------- Statement of Operations Caption ------------------------------- Cost of revenues $ 75 $ 105 Research and development expense 117 158 Selling expense 62 106 General and administrative 399 704 ----- ------ $ 653 $1,073 ===== ====== (b) In-process research and development write-off arising from the acquisition of Dataradio (c) Solutions Division estimated goodwill and intangible assets impairment charge (d) Foreign currency hedging gain realized in connection with the acquisition of Dataradio (e) Tax expense associated with the foreign currency hedging gain "GAAP" refers to financial information presented in accordance with Generally Accepted Accounting Principles in the United States. This press release includes historical non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission, with respect to the six months ended August 31, 2006. CalAmp believes that its presentation of historical non-GAAP financial measures provides useful supplementary information to investors. The presentation of historical non- GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States. In this press release, CalAmp reported the non-GAAP financial measures of Adjusted Basis net income and diluted earnings per share. CalAmp uses these non-GAAP financial measures to enhance the investor's overall understanding of the financial performance and prospects for the future of CalAmp's core business activities. Specifically, CalAmp believes that a report of Adjusted Basis net income and diluted earnings per share provides consistency in its financial reporting and facilitates the comparison of results of core business operations between its current, past and future periods. Business Segment Information: Three Months Ended August 31, ------------------ 2006 2005 ------ ------ Revenue Products Division $55,343 $52,598 Solutions Division 2,591 5,063 ------- ------- Total revenue $57,934 $57,661 ======= ======= Gross profit Products Division $12,644 $11,724 Solutions Division 1,367 1,691 ------- ------- Total gross profit $14,011 $13,415 ======= ======= Operating income (loss) Products Division $ 4,374 $ 7,691 Solutions Division (423) (513) Corporate expenses (1,529) (1,082) ------- ------- Total operating income $ 2,422 $ 6,096 ======= ======= Six months ended August 31, 2006 --------------------------------- Six GAAP Non-GAAP Adjusted months ended Basis Adjustments Basis August 31, 2005 ------- ----------- -------- --------------- Revenue Products Division $ 98,300 $ 98,300 $ 93,756 Solutions Division 5,947 5,947 11,475 ------- ------- ------- Total revenue $104,247 $104,247 $105,241 ======= ======= ======= Gross profit Products Division $ 22,731 $ 22,731 $ 20,534 Solutions Division 2,207 2,207 3,579 ------- ------- ------- Total gross profit $ 24,938 $ 24,938 $ 24,113 ======= ======= ======= Operating income (loss) (a) Products Division $ 3,517 $ 6,850 (b) $ 10,367 $ 13,047 Solutions Division (31,605) 29,848 (c) (1,757) (1,656) Corporate Expenses (2,811) (2,811) (2,016) ------- ------- ------- ------- Total operating income (loss) $(30,899) $36,698 $ 5,799 $ 9,375 ======= ====== ======= =======
(a) Operating income (loss) for the three and six months ended August 31, 2006 includes share-based compensation expense pursuant to FAS123R of $653 and $1,073, respectively. Such expense is included in the operating income(loss) of the reporting segments as follows: Three Months Six Months Ended Ended Aug. 31, 2006 Aug. 31, 2006 ------------- ------------- Reporting Segment ----------------- Products Division $ 250 $ 390 Solutions Division 119 191 Corporate expenses 284 492 ----- ------ $ 653 $1,073 ===== ====== (b) In-process research and development write-off arising from the acquisition of Dataradio (c) Solutions Division estimated goodwill and intangible assets impairment charge CAL AMP CORP. CONSOLIDATED BALANCE SHEETS (Unaudited - In thousands) August 31, February 28, 2006 2006 -------- -------- Assets Current assets: Cash and cash equivalents $ 25,485 $ 45,783 Accounts receivable, net 38,822 28,630 Inventories 21,887 18,279 Deferred income tax assets 4,877 4,042 Prepaid expenses and other current assets 7,705 2,502 -------- -------- Total current assets 98,776 99,236 Equipment and improvements, net 6,583 5,438 Deferred income tax assets - 2,344 Goodwill 89,829 91,386 Other intangible assets, net 21,102 5,304 Other assets 1,532 638 -------- -------- $217,822 $204,346 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 1,521 $ 2,168 Accounts payable 17,077 12,011 Accrued payroll and employee benefits 2,928 3,608 Other accrued liabilities 5,630 2,763 Deferred revenue 1,346 1,323 -------- -------- Total current liabilities 28,502 21,873 -------- -------- Long-term debt, less current portion 36,500 5,511 -------- -------- Deferred income tax liability 4,013 - -------- -------- Other non-current liabilities 1,076 853 -------- -------- Stockholders' equity: Common stock 233 232 Additional paid-in capital 136,925 135,022 Common stock held in escrow - (2,532) Retained earnings 11,372 44,188 Accumulated other comprehensive loss (799) (801) -------- -------- Total stockholders' equity 147,731 176,109 -------- -------- $217,822 $204,346 ======== ======== CAL AMP CORP. CONSOLIDATED CASH FLOW STATEMENTS (Unaudited - In thousands) Six Months Ended August 31, ------------------ 2006 2005 ---- ---- Cash flows from operating activities: Net income (loss) $(32,816) $ 5,658 Depreciation and amortization 3,111 2,299 Stock-based compensation 1,073 - Write-off of in-process R&D 6,850 320 Goodwill impairment writedown 29,848 - Excess tax benefit from stock-based compensation (258) - Deferred tax assets, net (261) 2,248 Changes in operating working capital (7,636) (1,492) Other 58 42 -------- ------- Net cash provided by operating activities (A) (31) 9,075 -------- ------- Cash flows from investing activities: Capital expenditures (1,382) (1,060) Proceeds from sale of property and equipment 16 141 Acquisition of Dataradio net of cash acquired (48,038) - Acquisition of TechnoCom product line (2,478) - Proceeds from Vytek escrow distribution 480 - Acquisition of Skybility assets - (4,897) -------- ------- Net cash used in investing activities (51,402) (5,816) -------- ------- Cash flows from financing activities: Proceeds from long-term debt 38,000 - Debt repayments (7,658) (1,460) Proceeds from stock option exercises 533 252 Excess tax benefit from stock-based compensation 258 - -------- ------- Net cash provided (used) in financing activities 31,133 (1,208) -------- ------- Effect of exchange rate changes on cash 2 - -------- ------- Net change in cash (20,298) 2,051 Cash at beginning of period 45,783 31,048 -------- ------- Cash at end of period $ 25,485 $ 33,099 ======== ======= (A) Net cash provided by operating activities for the six months ended August 31, 2006 is net of the payment of $5,355,000 of accrued incentives paid by Dataradio to its workforce shortly after the acquisition of CalAmp. These incentives were recorded as an expense in Dataradio's pre- acquisition income statement. -----END PRIVACY-ENHANCED MESSAGE-----