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):        July 17, 2007
                                                      ____________________

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 7.01  Regulation FD Disclosure

      On July 17, 2007, CalAmp Corp. issued an earnings release announcing
its financial results for the fiscal 2008 first quarter ended June 2, 2007.
A conference call with simultaneous webcast to discuss the financial results
for the fiscal 2008 first quarter and business outlook was held on the same
day. The transcript of the conference call is attached as Exhibit 99.1.


Item 9.01  Financial Statements and Exhibits

    (c)  Exhibits

         99.1   Transcript of the conference call on July 17, 2007




                              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.



       July 18, 2007                By: /s/ Richard K. Vitelle
    _________________                  _________________________
          Date                          Richard K. Vitelle,
                                        Vice President-Finance
                                        (Principal Financial Officer)

EX-99

                                                             EXHIBIT 99-1


                                CALAMP CORP.
                  FISCAL 2008 1ST QUARTER CONFERENCE CALL
                          JULY 17, 2007, 4:30 PM ET



******************************************************
Notes:

Converted From Text Transcript
1597677
******************************************************

P: Operator;;
P: Lasse Glassen;;
P: Fred Sturm;;
P: Rick Vitelle;;
P: Murray Arenson;;
P: Larry Harris;;
P: Patrick Forkin;;
P: Garo Sarkissian;;
P: J.D. Abouchar;;
P: Joy Mukherjee;;

+++ presentation
Operator: Good afternoon, ladies and gentlemen. Thank you for standing by.
Welcome to the CalAmp fiscal 2008 first-quarter conference call. During
today's presentation all parties will be in a listen-only mode. Following
the presentation, the conference will be open for questions. (OPERATOR
INSTRUCTIONS). As a reminder, this conference is being recorded today, July
17, 2007.

I would now like to turn the conference over to Lasse Glassen, Financial
Relations Board. Please go ahead, sir.

Lasse Glassen: Thank you, operator. Good afternoon, everybody. Welcome to
CalAmp's fiscal 2008 first-quarter earnings call. With us today are CalAmp's
President and CEO, Fred Sturm, and the Company's Chief Financial Officer,
Rick Vitelle.

Before I turn the call over to management, please remember that our prepared
remarks and responses to questions may contain forward-looking statements.
Words such as may, well, expects, believes, estimates, could, 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 made today due to risks and
uncertainties including but not limited to fluctuations in market demand for
CalAmp's products and services, general and industry economic conditions,
competition, continued pricing pressure in the DBS market, supplier
constraints and manufacturing yields, the timing and market acceptance of
new product introductions and approvals, new technologies, the Company's
ability to efficiently and cost effectively integrate acquired businesses,
the Company's ability to obtain a waiver from the lenders under its bank
credit agreement of the event of default under the credit agreement, the
Company's abilities to successfully requalify with respect to the sale of
newer generation products to one of its key DBS customers, the risk that the
ultimate cost of resolving a product performance issue with that DBS
customer may exceed the amount of reserves established for that purpose, and
other risks and uncertainties that are described under the heading Risk
Factor in the Company's annual report on Form 10-K filed with the SEC.

Any projections as to the Company's future financial performance represents
management's estimates as of today, July 17, 2007. CalAmp assumes no
obligation to update these projections in the future due to changing market
conditions or otherwise.

With that, it's now my pleasure to turn the call over to CalAmp's President
and Chief Executive Officer, Fred Sturm. Fred?

Fred Sturm: Thank you, Lasse. Good afternoon and thank you for joining us
today to discuss CalAmp's fiscal 2008 first-quarter results. I will begin
with comments on the financial and operational highlights from the first
quarter and then I will provide an update on several of our key business
initiatives. Rick Vitelle will then discuss additional details about our
financial results, balance sheet, working capital management and cash flow
followed by our revenue and earnings guidance for the second quarter. I will
then wrap up with some concluding remarks followed by a question-and-answer
session.

Let me begin with our first quarter financial highlights and overview. Total
revenue for the first quarter was $47.4 million, slightly above the high end
of our revenue guidance range of $44 to $47 million. The topline results were
driven by the strength of our Wireless Datacom Division which generated
revenues of $23.4 million and accounted for nearly 50% of this quarter's
consolidated revenues. Our satellite division revenues were $23 million,
down sequentially from $37 million due to a previously disclosed product
issue. Results of operations include a GAAP net loss of $0.48 per diluted
share and adjusted basis or non-GAAP net loss of $0.41 per diluted share.
Please refer to our first quarter earnings press release issued earlier
today for a detailed reconciliation of GAAP basis net income to adjusted
basis net income.

As announced last week, the GAAP and adjusted basis net loss includes a
pretax charge of $16 million or $0.41 per diluted share net of tax for
anticipated corrective action expenses resulting from the previously
reported product performance issue with a key DBS customer. I will now give
you an update on recent developments with our DBS customer and discuss why
our current cost estimates of anticipated corrective action significantly
exceed our initial estimates and provide details of the corrective action
plan we are developing with our customer to resolve the issue.

By way of background, certain products that we shipped to one of our DBS
customers began experiencing a field performance issue last summer. Upon
analyzing the returned units, we determined that the problem was due to a
deterioration of PC board laminate material provided by another vendor. To
address the issue, we developed a plan to rework the affected products and
in the fiscal 2007 fourth quarter, accrued an incremental $500,000 in
warranty expenses for this matter. Under this initial plan, we expected that
the issue could be resolved by retuning the circuitry as a lower-cost
alternative to completely replacing parts and materials.

In late May 2007, the customer also put on hold all orders for CalAmp
equipment including the newer generation products that were not impacted by
this field performance issue, pending requalification of all products that
we manufacture for this customer. Based on recent discussions with the
customer, it became evident that an acceptable plan would be larger in scope
and cost significantly more than what we had previously reserved for. While
we have not completely finalized a revised corrective action plan with the
customer, we now anticipate that a plan that meets our customer's
requirements will likely include the following activities.

First, extending corrective measures to cover all products returned within
three years of initial shipment that utilize the aforementioned laminate
material. Second, performing substantial corrective measures on previous
generation products by replacing the PC board material and components. And
third, reserving for materials that are expected to become unusable.

Assuming that our customer accepts the plan that is currently under
discussion and the amount of products returned for rework are within the
expected levels, we anticipate the plan will result in additional expenses
totaling $16 million which resulted in the charge that we recorded in the
first quarter. Of the $16 million charge, approximately $13 million is for
warranty repairs and about $3 million is for inventory modifications and
reserving for materials that are expected to be unusable.

Resolving this issue expeditiously and recapturing our lost market share is
our top priority. Based on recent discussions with the customer, we believe
that our latest generation product that supports expanded HDTV will soon be
requalified while the other products will likely take several months.

In the meantime, we are vigorously pursuing the lawsuit that we filed in May
against the vendor of that supply -- that supplied the laminate material we
believe caused the field performance issue. Although in our opinion we have
a strong case, predicting the timing and outcoming of the ultimate
resolution of this lawsuit is not possible at this time.

Despite this near-term issue, we continue to believe the underlying
fundamentals of our DBS market are healthy. Subscriber growth has been
strong and our DBS customers' commitment to enhanced services, particularly
integrated DVR services and expanded HDTV programming are significantly
increasing the average selling prices of our equipment. We are also
encouraged to see Direct TV's recent announcement that it had successfully
launched a new satellite in Direct TV 10 that will enable this important
customer to begin an unprecedented expansion of HD programming that is
expected to include up to 100 national HD channels and local HD channel
availability for approximately 75% of the nation's household by the end of
this year. We expect that increased market penetration of these enhanced
services will result in a sustained product cycle, upgrade cycle and a
growing addressable market for our latest generation products.

As mentioned in last quarter's conference call, in order to enhance
management focus and investor visibility, we have also now realigned the
former products division into two separate reporting segments -- the
satellite division and the Wireless Datacom Division. Our Wireless Datacom
Division provides communication systems, products and services for
applications in public safety, global resource management, and industrial
monitoring and control. This division generated $23.4 million in revenue,
which is 27% higher than the prior quarter and more than 2.6 times the
revenue generated in a same quarter last year. Gross margins for the
Wireless Datacom Division were approximately 37% in our most recent quarter.

One of the highlights in the quarter was a significant increase in our OEM
business for RF modules supplied to a key public safety land mobile radio
customer of ours. Revenues for this customer more than doubled on a
sequential quarter basis, primarily driven by a large US Department of
Defense order that they were awarded at the end of 2006 to provide Project
25 compliant portable radios and accessories. While we anticipate unit
volumes will moderate in coming quarters, overall, this business is expected
to be a source of significant ongoing revenue for our wireless Datacom
division. Also during the period, the Wireless Datacom Division benefited
from a partial quarter's contributions from the recent acquisitions of
SmartLink radio networks and Aircept, a vehicle tracking business.

Aircept, acquired in March, significantly expands our existing mobile
resource management or MRM business with a complete end-to-end solution that
includes wireless tracking products, posted application software and
wireless data services. We are on track to introduce CalAmp's own hardware
platform to Aircept's customer base in our fiscal third quarter. We expect
that will result in an annual cost savings of approximately $1.5 million.

The SmartLink acquisition in early April (technical difficulty)
[strengthened our] competitive position by adding a public safety voice
network solution that complements Dataradio's existing public safety
data network offering. Integration of both these acquisitions is proceeding
within our expectations. Additionally, we expect to continue, that these
acquisitions will be accretive in fiscal 2008 after excluding amortization
of intangibles and in process R&D charges.

As you may be aware, the Federal Communications Commission recently
reaffirmed the timing of its analog sunset ruling which becomes effective
next February. As a result, cellular licensees will no longer be required to
provide analog network service, which has traditionally been used to
transmit data from machine to machine or M2M applications.

CalAmp has recently introduced an innovative product that will facilitate
the transition from analog to digital networks. We recently launched this
product in conjunction with Numerex, providing an end-to-end solution for
the migration of M2M wireless applications and users from analog to digital
networks. Our solution provides businesses and consumers with a fast,
efficient and cost effective digital migration path to prevent service
interruptions that could result from the FCC ruling. Based on initial
customer acceptance, we expect meaningful revenue for this product in fiscal
2008.

This month we were also notified of an award for a Dataradio project of $2.5
million to upgrade the public safety mobile data communications network on a
major city government in a southern state. Contract negotiations have been
concluded and we will provide additional details once the final contract is
executed. We also recently won approximately $1 million in Dataradio
equipment to upgrade the mobile data communications network used by the
Public Safety personnel in Franklin County, Ohio, which includes the city of
Columbus. We are pleased with our Dataradio public safety sales pipeline and
we expect to announce additional key awards in the near future.

The performance of our TechnoCom MRM product line acquisition has exceeded
expectations with year on year revenue growth in excess of 30% driven by a
broad and growing customer base. We are in the process of expanding the MRM
product portfolio and expect continued growth throughout fiscal 2008. The
Dataradio and MRM product lines, which were both acquired early May, 2006,
generated a combined revenue of approximately $9.4 million in the first
quarter. Overall, we are quite satisfied with the progress and performance
of our Wireless Datacom Division, and product suite and competitive position
will enable CalAmp to take advantage of a large and growing addressable
market for our wireless Datacom solutions.

With that, I will now turn the call over to Rick Vitelle, our Chief
Financial Officer, for a closer look at the latest financial details and
business outlook.

Rick Vitelle: Thank you, Fred. I will provide a summary of our gross profit
performance, working capital management and cash flow results for the fiscal
2008 first quarter along with our outlook for the fiscal 2008 second
quarter.

As a result of the $16 million charge, gross profit for the fiscal 2008
first quarter was negative $4.7 million compared to gross profit of $10.9
million or 23.6% of revenues for the same period last year. Excluding the
$16 million charge, total gross profit in the latest quarter would have been
approximately $11.3 million or approximately 24% of revenues.

Gross profit in the satellite division in the latest quarter was negative
$13.9 million compared to gross profit of $6.9 million or 20.3% of revenues
in the first quarter of the prior year. Excluding the $16 million charge
which related entirely to the satellite division, gross profit for the
satellite division would have been $2.1 million or 9% of satellite division
revenues. During the latest quarter, the gross profit generated by our
Wireless Datacom Division was $8.5 million or 36.5% of wireless Datacom
division revenues. This compares to gross profit of $3.2 million or 35.7% of
revenues in the same period last year.

Going forward, gross margins for our Wireless Datacom Division may fluctuate
moderately due to changes in product mix. However, our target gross margins
for this division remain at approximately 40%.

During the latest quarter, CalAmp sold its holdings of the common stock
shares of Air IQ, a Canadian company, that were acquired last December in a
legal settlement. This sale generated cash of $1 million and a nonoperating
gain of $330,000.

Moving on to the balance sheet, our total inventory at the end of fiscal
2007 was $28.3 million. During a fiscal 2008 first quarter, our annualized
inventory turnover was about five times. Accounts receivable of $25.6 million
at the end of the first quarter represents approximately 51 days outstanding.
Our primary sources of liquidity are our cash and cash equivalents which
amounted to $11.1 million at the end of the first quarter. During the first
quarter, cash of $27.3 million was used for the acquisitions of Aircept and
SmartLink. Operating cash flow for the quarter was $317,000. Total debt at
the end of the quarter amounted to $34.3 million.

As previously reported, the net loss in the first quarter has caused an
event of default as a result of being out of compliance with the financial
covenants under our bank credit facility. As a result, we are currently
precluded from making additional borrowings under this facility until we are
able to obtain a waiver from our lenders.

Furthermore, because the lenders have the right to call the loan until a
waiver is granted, $30 million of previously classified long-term debt was
reclassified to current liabilities in our first quarter balance sheet. We
have initiated discussions with the lender and hope to resolve this issue in
a timely manner. In the near-term, we believe the restriction on borrowings
under our bank facility will not adversely impact our operations. It should
be noted that the cash impact of the $16 million charge is expected to be
approximately $10 million after taking into account income tax effects and
is expected to occur during the remainder of fiscal 2008 and over the next
several years.

Now let's turn to our financial guidance. Based on our current expectations,
we believe that fiscal 2008's second quarter revenues will be in the range
of $32 to $35 million with a net loss in the range of $0.11 to $0.15 per
diluted share. The non-GAAP adjusted basis net loss for the second quarter,
which excludes amortization intangible assets, stock based compensation
expense and the write-off of acquired research and development costs, each
net of tax, is expected to be to $0.05 to $0.09 per diluted share. Included
in our second quarter estimates are revenue contributions from the wireless
Datacom division in the range of 22 to $24 million.

With that, I'll now turn the call over to Fred for some final comments.

Fred Sturm: Thank you, Rick. Just to recap the key points from this past
quarter -- excluding the charge we recorded related to the DBS product
performance issue, our operating results were essentially in-line with our
expectation. The Wireless Datacom Division results were within expectations
and the segment continues to gain in significance in relation to our overall
operations. First quarter revenue contributions of $23.4 million represent a
160% growth from the previous year and account for nearly 50% of our overall
business in the period.

And finally, we have made a commitment to stand firmly behind our products
to regain the trust and continued business of a key CalAmp customer.
Successful resolution of this matter is crucial and is our top priority. We
believe that we will soon be requalified for our latest generation product,
at which point we can begin regaining DBS market share.

That concludes our prepared remarks. Thank you for your attention. And at
this time, I'd like to open up the call for questions. Operator?



+++ q-and-a
Operator: Thank you very much, sir. (OPERATOR INSTRUCTIONS) Murray Arenson,
Ferris, Baker Watts.

Murray Arenson: Thanks. Good afternoon, guys. A couple different questions.
One is let me start with the guidance, I guess. Looking at the next quarter,
it looks like you're expecting kind of a 10 to $12 million number on the
satellite side coming from Direct TV, I'm assuming. If I look back at the
last couple of quarters, last quarter was a bigger number, 16 million if I
remember right and then 10 before that. Can you just kind of comment on what
you're seeing there? I know Direct is starting to get aggressive on the HD
stuff and it's actually making phone calls to consumers at this point and
time. So what are the factors you're looking at there? What kind of
visibility do you have and where do you think that goes?

Fred Sturm: Thank you, Murray. This is Fred. Yes, in terms of visibility,
historically the visibility with these customers, they become shorter and
shorter, And our response times obviously become shorter and shorter. And so
our visibility is typically less than 30 days and they operate off of
generally weekly releases. So we'll have a forecast that we're given sort of
going quarterly out and then a reaffirmation on a monthly basis of, you
know, does this month look good? And then actual releases occur on a weekly
basis. And so I think your estimate of approximately $10 million, 10 to $12
million is accurate for that customer in the coming quarter based on what
we've been advised by our customer.

Murray Arenson: Okay, but do you see -- I guess what I'm trying to figure
out here is with the Direct TV contributions kind of going up and down a
little bit, I'm trying to assess how much your participating in the push
going forward (multiple speakers) --

Fred Sturm: Well, we would expect to maintain our current market share. And
typically what generally happens is there's an initial push of the new
products into the marketplace, which we've seen, and then there's generally
a little pull back as the inventories fill the pipeline. And then what we'll
have now, I think, coming into the third quarter is a little seasonality
where it will pick up from the second to third quarter would be our
expectation. And that there will be a little bit more of a push on Direct
TV's part as the [such as] historically been a little bit of a bottleneck
getting into the marketplace appeared to have resolved themselves again.

Murray Arenson: Okay, good, that helps. Switching to the wireless side for a
second. The topline looking pretty good. The margin's a little bit lighter
than that 40% number you were looking at and I think what you posted last
quarter. Is there anything in particular this quarter? Is that related to
the defense oriented contract or is there anything you'd point to? And
what's that look like for next quarter?

Fred Sturm: Yes, in terms of -- that's a good question -- in terms of the
margins being slightly down, as you know that's a module business so we
don't provide the complete product and so the margins are not what we would
expect to see on a complete product. So in terms of a product mix shift
towards slightly lower margin product, not necessarily what we've seen
historically in the satellite side but certainly on our wireless Datacom
business it's a lower margin product. We had a fairly significant revenue
increase on that. So that affected the margins there. As we go forward,
we're going to try to push those margins back up towards the 40% range.

Murray Arenson: Okay. Did you guys -- I hope I didn't miss it -- did you
actually break out what percent of that $16 million was related to unusable
product?

Fred Sturm: I believe I gave you a 16 -- not exactly unusable product; I
think it's $3 million is for reworking the current material that's in
process as well as unusable product. And there's good reasons not to put
numbers like that out there that carve out every finite group of what makes
up the reserve. But that's our current estimate in its aggregate.

Murray Arenson: Is that reflective of what you've seen from the 400,000 or
so dishes that you've had returned to you (multiple speakers) --

Fred Sturm: It's based -- all this is based -- all of our estimates are
based both on the conversations that we've had on ongoing basis with our
customer as well as the data that we've derived from the field returns that
they provided us.

Murray Arenson: Last question. You were positive operating cash flow for the
quarter but obviously there were a lot of moving pieces there, big changes
on the working capital side. Just kind of want to give me your comfort level
and your thoughts on the next couple of quarters, especially as you're
trying to rework the credit facility issue?

Fred Sturm: Well, certainly the reworking the credit facility is another top
priority, I mean, amongst all the top priorities we have. Certainly getting
that customer back is the first among all equals in terms of priorities. But
working with our lenders, we're currently deep in talking with the lenders
to re-establish our credit position with them, either seeking a waiver
and/or modifying the current debt covenants. And what that outcome is is
unclear at this point. But certainly we're working closely with them and
we're optimistic we'll get that resolved.

In terms of the near-term cash position of the Company, we think that we are
in an okay position, that we're -- we have enough cash to get us through the
next several months in the event it takes us that long to resolve the
lending situation. But clearly we would expect to resolve that sooner. But
as you can see, with a net loss of -- that we've given guidance to, that's
going to have a negative cash impact in the coming quarter. So it will be
important for us again to really manage our receivables and manage our
expenses and just tighten down on the cash usage of the Company, which we've
done a very, very respectable job historically of generating cash and
managing our cash. We've just got to step up that one more notch.

Operator: Larry Harris, Oppenheimer.

Larry Harris: Yes, thank you. Certainly, I guess it's apparent that the
customer where you've had issues are not part of your guidance here for the
quarter that ends in August. But of course we've got the holiday season
coming up and I assume the third fiscal quarter has the potential to have
the strongest demand. Did you feel good about the likelihood of shipping
products in the third fiscal quarter? And once you get qualified on HD, how
quickly can you get qualified on non-HD products? And do you have a sense as
to the percentage of demand for HD versus non-HD? Is HD one-third of the
requirements or what's the sort of mix right now?

Fred Sturm: Okay, let me try to answer several questions in there, Larry. I
guess, do we feel good? I think we feel different every day. But we
certainly feel good that we're doing everything possible to regain our
position [at] our customer. They're being extremely cautious and extremely
wary given the past performance issue, and so I feel good that we will
eventually get back into the good graces of our customer. Exactly how long
that's going to be will vary product to product because we're going to have
to go through this product cycle for all of our products that we provide.

And so in terms of qualification on the HD, I would term that in that sort
of in weeks, measured in weeks, but not necessarily one week necessarily.
And so a lot of this is dependent on our own customers' path that they're
taking. And so while we may feel very good about what we're doing and the
customer may feel good, the timing of when things exactly happen is a little
bit out of our control. But clearly, we can see from the response of our
customer and the data we provided them that we're making significant
progress there.

In terms of the timing on non-HDTV product, clearly that's going to be a
longer period of time because it's a little -- the resolution is a lot more
complex. And as a result of the complexity of the solution, that's why the
significant increase in the related costs to implement it. So it has to do
with making some changes in terms of design on the (technical difficulty)
[board to] accommodate any potential decay in the performance of the
dielectric constant. And so in terms of exact timing, I think best
categorized in months and maybe in one particular product it might be
quarters. But clearly, to have an impact in our third quarter, we'll need in
the next month to have been approved and begin the process of reworking
those units that have been returned to us.

By the way, the HDTV has -- we don't have any units that are related to the
specific product performance issue. With the design changes and features
we're making to make the product essentially bulletproof to a potential
laminate failure in the future, we've had product returned and the work
stoppage in terms of new products to incorporate those design changes. So,
we would expect to get that product returned and turned around fairly
quickly. We've actually begun the process of getting that product shipped to
China to begin mass rework once the approval is given.

In terms of the percentage of demand, I think there's a lot of anecdotal
information related to it. And then some small pieces of information that
are garnered from some of the releases that our customers make in terms of
public comments. But I think at this point, my best estimate based on what
I've seen, it's in the 20 to 25% range of terms of the penetration per new
customers and past customers in terms of HDTV. But that's all anecdotal.

Larry Harris: I understand. And in terms of the 16 million, how much might
represent, I guess, on a pretax basis -- after-tax basis is much less -- but
how much would be cash outlay, say, in fiscal 2008?

Rick Vitelle: On a --

Fred Sturm: Let Rick answer that.

Rick Vitelle: On a pretax basis, roughly 5 million.

Larry Harris: 5 million, so, okay, roughly 30%. And of course one has to tax
effect that.

Rick Vitelle: And if we're making certain assumptions about when we get
approval, I mean there's -- you start building, when you build these models
without having each piece of information being solid, they're all generally
estimate on estimate.

Larry Harris: Understand, understand. Okay, all right. Thank you.

Operator: Patrick Forkin, Tejas Securities.

Patrick Forkin: Good afternoon. According to the 10-Q that was filed, it
looks like EchoStar returned about 429,000 units, I guess, pretty much
through the current date. Do you guys have any idea how many units you
shipped to them during that subject period, I guess 2004 to 2006?

Fred Sturm: Yes, Patrick, yes, we know exactly how many units. We'd be in
pretty poor condition if we didn't know how many units we shipped. But yes,
and we're not providing that information publicly for a lot of reasons. But
you can guess it's in the millions.

Patrick Forkin: Okay. So, the units that were returned, were these units
that were actually retrieved from customers because the customers were
having problems? Or --

Fred Sturm: Good question, because that goes to the root of some of the
change in estimate that we have. Our prior estimate was anticipated that we
would only repair or retune units that were either out of spec or close to
out of spec. One of the changes we've made is we've accepted the condition
that since our customer would have to ship these products back out into the
field and they didn't want to have to know exactly where they were going in
terms of the environment that they would see. Any products that were
returned they wanted to have fully retrofitted to the bulletproof design.
And so, where we are in terms of -- (inaudible)

Rick Vitelle: Well, currently, the estimate has been expanded to encompass
units being returned due to ordinary churn because the customer expects us
to screen those units as well and rework them. Because as Fred said, the
customer does not want to be concerned with whether a unit can be shipped
back to a low ambient temperature environment or to Phoenix, Arizona.

Fred Sturm: So there's several environments in the US -- Miami, Houston,
Tucson, Phoenix, which have extremely high ambient temperatures. The
customer basically is saying at this point there's no way that they are
going to take on the responsibility of sending particular products into
certain locations. So they are returning all units that they received back,
whether or not they've gone out and actually physically gotten the units or
how they return them is really not something that's up to debate. They're
returning all units, whether they're in spec or out of spec or how they
receive them. And so essentially we're getting is a fairly ratable number of
products related to their churn.

Patrick Forkin: Okay. Are you guys having any -- with respect to
requalifying the HD product, for example, what do you expect is the time
line between being requalified and actually getting some purchase orders?

Fred Sturm: Again, this would be an investment but it would be in a month or
two. Because what we would do is we would ship first back to the customer
the units that are requalified and reworked and we would then be required to
essentially get into their cycle of placing orders for new products. And
essentially they would have to lower orders for our competitors and get us
into that essentially the queue for providing products. So it would be in
the couple of months, probably two to three months.

Patrick Forkin: Okay and then are you guys have any issues with receivables
from the customer? I mean, are they holding back payment pending resolution
of this issue?

Fred Sturm: There's a small amount of money that's outstanding at this point
in time we've elected not to make an issue of. But it doesn't, it wouldn't -
- - if we collected it, it wouldn't materially change our cash position in the
coming quarters.

Patrick Forkin: Okay, good. And then last question. When I was looking at
the litigation on DBS, I noticed you guys acquired Aircept in March and it
looks like in May you were named in a lawsuit. Somebody is alleging that
some of the proprietary technology that Aircept is using is being -- is
patented by somebody else. Can you give us any color on that issue?

Fred Sturm: I'm going to ask Garo Sarkissian, who is in here with us to --
in charge of our business development and who is very integral to the
integration of Aircept -- to respond to that.

Patrick Forkin: Thanks.

Garo Sarkissian: Yes, we are obviously aware of this and we are cooperating
with Air IQ in determining how we respond to it.

Fred Sturm: One thing you might also not be aware of is as part of that
acquisition we acquired some patents related to the process for vehicle
recovery using our type of system. And we are actually in the process of
putting approximately eight companies on notice for violation of our patents
with respect to that process which, if we're successful, would add a
reasonable increase in our revenue stream. And so, as we make progress and
actually progress down that road we'll also make announcements with respect
to that.

Patrick Forkin: Okay, were you guys indemnified by the seller of Aircept
with respect to these issues?

Fred Sturm: Yes, yes, we were. That's correct. And so we're working with
them to minimize the cost of legal defense.

Patrick Forkin: Okay. All right. Thank you very much.

Operator: J.D. Abouchar, GRT Capital Partners.

J.D. Abouchar: Hi, Fred. First question, just focusing on the wireless side
of it. Real good quarter on quarter growth this year due to the sort of
lumpy nature, you know, good lumpiness this time, one customer. Can you kind
of give me a sense though now, since we probably won't be doing any
significant acquisitions for awhile, sort of what you think the organic
growth rate is in wireless?

Fred Sturm: I think we've responded to that in the past in terms of what the
markets -- generally the markets in terms of unit volume is increasing,
depending on the market we're addressing, is at 10 to 20% per annum. And
we're seeing price erosion in the 5 to 10% range. So I think we're looking
at sort of the 10-ish range on organic growth in that area. But we don't
have a complete year of performance like in our most recent year of the
TechnoCom and we'll have a complete year this year. We didn't have a
complete year of the Dataradio last year. We'll have a complete year. And we
won't have a complete year of SmartLink or Aircept until the following year.
So we're building essentially a business and going through the integration
process, but I think what you're seeing is the result of several years of
planning and organizing and making acquisitions to build a business that in
the event that something happened to our DBS business that we would remain
on solid ground. I think at this point we're quite lucky to have made --
taken the steps to protect our business and now I think you can see the
solid results from that.

J.D. Abouchar: Yes, I want to follow up on that in a sec. But first, just a
clarification. Solutions is folded into wireless at this point, what's left
of it?

Fred Sturm: No, solutions is essentially remains the remaining piece of the
software -- the urgent messaging software. So it's going to remain on its
own for the time being.

J.D. Abouchar: Okay, so that will be broken out separately.

Rick Vitelle: Yes.

J.D. Abouchar: Okay. And then sort of following up on the comment that you
said earlier, I guess that sort of my question is it seems like you're
really caught in the middle now between Dish leaning on you for the repair,
rework and warranty issues. And the questionability of a lawsuit against
your supplier, and then we sort of look at the last couple of years of the
satellite dish business where it's been a constant struggle for margin and
just pressure on pricing and price erosion on a continuous basis. Is there
some point where we look at this and say is the business worth it now that
we have wireless at almost 100 million run rate or at least exit some of the
marginal lower end dishes and just choose to play at the high end? Or be
more selective so we can get the margins up and just stop chasing our tail
in the slow margin business?

Fred Sturm: That's a good question, J.D. With respect to the eliminating
some of our lower margin products, I think we've been doing that over the
past year. And so we've been in the process of doing that. In terms of
evaluating what businesses we're in, we do that on an ongoing business and
in particular during the strategic planning process we go through that, you
know, what types of -- what businesses should we be in? What are attractive
markets? And evaluating the businesses that we have. And so we do that on a
regular and ongoing basis.

With respect to a sort of a throwing up your arms and walking away from
this, I think as a company, first of all, I don't think we could throw up
our arms and walk away from it and expect not to have it come crashing down
on our head within a month. Because our customer is not going to accept the
issues that they've faced out in the field which are much more significant
in terms of numbers and potential costs than what we've recorded as our
liability. And so, we have an obligation to stand behind our product. We
have the financial wherewithal to stand behind our product. We have the
technology to solve this problem. We are the people that can execute on it.
So we're going to solve the problem, we're going to get back to where we
were historically as the market leader in DBS and we're going to stop people
from questioning why we're in it.

J.D. Abouchar: Great. Thanks.

Operator: (OPERATOR INSTRUCTIONS) [Joy Mukherjee], State of Wisconsin
Investment Board.

Joy Mukherjee: Good afternoon. This is Joy Mukherjee. Maybe it requires a
more detailed explanation but in terms of the newer generation of products,
would you describe what kind of edge you have over the competition? And I
imagine that you must have some, otherwise you probably would not get
requalified that soon. And if you do have an edge, how long can that edge
last?

Fred Sturm: That's always a good question. We have essentially two other
competitors for this product that I think you're referring to, which is our
triple feed. And our edge -- we've typically been first in the marketplace
with these products and so our typical edge is to be down a cost curve on
these products and provide advantage, cost advantage to our customer as well
as our responsiveness advantage to our customers. So, not only do we provide
them an initial product ahead of our competitors but we start going down the
cost curve. So there is a little of that, to answer your question, that
we'll lose during this hiatus of working on cost reductions to working on
requalification. But we think that we can get that back. And as we work on
requalification we're obviously looking at areas we can add additional cost
reduction.

Historically, we've competed at this customer and received a bulk of the
market share. And that's been basically based on our service levels we
believe as well as costs. And so those service levels come as part of the
way you treat the customers and the way the employees respond to challenges.
We think that we're responding to the challenge. It's been communicated to
us from the customer that they want us to be a supplier, a long-term
supplier, that they've recognized those things that we've done in the past
for them. And that's why they've given us the opportunity to requalify the
products. Otherwise they would not even have asked us to requalify; they'd
just ask us to solve the problem.

Joy Mukherjee: Sure. Thank you.

Operator: And management, there are no further questions at this time.
Please continue.

Fred Sturm: Okay. Well, this will be short. Thank you, everybody, for
joining us today and I look forward to speaking with you at the next
conference call. Thank you.

Operator: Ladies and gentlemen, this concludes the CalAmp fiscal 2008 first
quarter conference call. If you'd like to listen to a replay of today's
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