-----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, B9XpiZaEuzA2HuPJUqeHjndkb0i07d+3wuuR2fhO2weYnuUIRW2eZ2LZcX1TKlap gq9ZJ8woHWGW4o0XZrpxyQ== 0000730255-09-000029.txt : 20090709 0000730255-09-000029.hdr.sgml : 20090709 20090709160441 ACCESSION NUMBER: 0000730255-09-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090709 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090709 DATE AS OF CHANGE: 20090709 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: 09937234 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 fy10-q1pr_8k.txt FORM 8K RESULTS OF OPERATIONS AND FINANCIAL CONDITION 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 9, 2009 ____________________ 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 14a-12 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 July 9, 2009, CalAmp Corp. issued a press release announcing its financial results for the first quarter ended May 30, 2009. 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 May 30, 2009 will be held today, July 9, 2009 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 website at www.calamp.com. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated July 9, 2009 announcing results of operations for the quarter ended May 30, 2009. 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 9, 2009 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 JULY 9, 2009 EXHIBIT 99.1 NEWS BULLETIN FROM: CalAmp logo FOR IMMEDIATE RELEASE CalAmp Reports Fiscal 2010 First Quarter Results OXNARD, Calif., July 9, 2009--CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless products, services and solutions, today reported results for its fiscal 2010 first quarter ended May 31, 2009. Key elements include: * Consolidated first quarter revenues of $23.0 million, within guidance and 8% higher than prior quarter. * First quarter GAAP net loss of $4.0 million, or $0.16 per diluted share; adjusted basis (non-GAAP) loss of $2.4 million or $0.10 per diluted share; both within guidance. * First quarter net cash provided by operations of $0.6 million. * Bank term loan balance reduced by $1.8 million in first quarter to $15.8 million; total debt balance reduced by $3.1 million in first quarter to $18.0 million. Rick Gold, CalAmp's President and Chief Executive Officer, commented, "Despite the challenging economic conditions in the first quarter, we generated positive cash flow from operations while consolidated revenues increased on a sequential quarter basis. The sequential top line growth was driven primarily by the continued ramp of unit volumes in our satellite products business, which showed a 14% increase in revenues over the preceding quarter. In addition, revenues of our wireless datacom products increased by 4% sequentially with healthier demand from some of the vertical markets we serve. Looking ahead in fiscal 2010, I am encouraged by recently announced new orders and our expanding pipeline of new business opportunities." Fiscal 2010 First Quarter Results Total revenue for the fiscal 2010 first quarter was $23.0 million compared to $27.9 million for the first quarter of fiscal 2009. The reduction in revenues was due primarily to lower sales of the Company's wireless datacom products. Gross profit for the fiscal 2010 first quarter was $4.7 million or 20.5% of revenues compared to gross profit of $9.4 million or 33.8% of revenue for the same period last year. The reduction in gross profit and gross margin percentage in the latest quarter was due primarily to lower wireless datacom revenues. Results of operations for the fiscal 2010 first quarter as determined in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") was a net loss of $4.0 million or $0.16 loss per diluted share. This compares to a net loss of $0.5 million or $0.02 loss per diluted share in the first quarter of last year. The Adjusted Basis (non-GAAP) net loss for the fiscal 2010 first quarter was $2.4 million or $0.10 loss per diluted share compared to Adjusted Basis net income of $0.3 million or $0.01 income per diluted share for the same period last year. Adjusted Basis net income (loss) excludes the impact of changes in the deferred income tax asset valuation allowance, amortization of intangible assets and stock-based compensation expense, each net of tax to the extent applicable. A reconciliation of the GAAP basis net income (loss) to Adjusted Basis net income (loss) is provided in the table at the end of this press release. Liquidity At May 31, 2009, the Company had total cash of $4.4 million, with $15.8 million in total outstanding bank debt and a $2.2 million note payable to a key Direct Broadcast Satellite ("DBS") customer. Net cash provided by operating activities was $0.6 million for the three months ended May 31, 2009. During the latest quarter, the principal on the Company's bank term loan was paid down by $1.8 million and the principal on the note payable to the DBS customer was paid down by $1.3 million. The bank term loan has a maturity date of December 31, 2009, and consequently the entire term loan balance is classified as a current liability in the Consolidated Balance Sheet at May 31, 2009. The Company believes that it will be able to refinance the term loan prior to the maturity date from the proceeds of an asset-based loan, possibly supplemented by proceeds from another funding source. Business Outlook Commenting on the Company's business outlook for the second quarter of fiscal 2010, Mr. Gold said, "I am pleased that orders in our mobile resource management business and bid and proposal activity in our wireless networks business have picked up significantly in recent months. Based on our current forecast, we believe fiscal 2010 second quarter consolidated revenues will show a sequential increase and be in the range of $23 to $25 million, with a GAAP basis net loss in the range of $0.06 to $0.10 per diluted share. The Adjusted Basis (non-GAAP) results of operations for the second quarter, which exclude changes in the valuation allowance for U.S. deferred tax assets, intangibles amortization expense net of tax and stock-based compensation expense net of tax, are expected to be a net loss of $0.02 to $0.06 per diluted share. There are increasing indications that our business is in the early stages of a recovery. We now expect that CalAmp will be profitable on a GAAP basis in the second half of fiscal 2010 with quarterly revenues in the range of $26 to $32 million." Conference Call and Webcast A conference call and simultaneous webcast to discuss fiscal 2010 first quarter financial results and business outlook will be held today at 4:30 p.m. Eastern / 1:30 p.m. Pacific. CalAmp's President and CEO Rick Gold and CFO Rick Vitelle will host the conference call. Participants can dial into the live conference call by calling 877-941-1465 (480-629-9644 for international callers). An audio replay will be available through July 16, 2009, by calling 800-406-7325 (303-590-3030 for international callers) and entering the access code 4110355. Additionally, a 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. 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 provides wireless communications solutions that enable anytime/anywhere access to critical data and content. The Company serves customers in the public safety, industrial monitoring and controls, mobile resource management and direct broadcast satellite markets. The Company's products are marketed under the CalAmp, Dataradio, SmartLink, Aercept, LandCell and Omega trade names. For more information, please visit www.calamp.com. Forward-Looking Statements Statements in this press release that are not historical in nature are forward-looking statements that involve known and unknown risks and uncertainties. Words such as "may", "will", "expect", "intend", "plan", "believe", "seek", "could", "estimate", "judgment", "targeting", "should", "anticipate", "goal" 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 product demand, competitive pressures and pricing declines in the Company's satellite and wireless markets, the timing of customer approvals of new product designs, the length and extent of the global economic downturn that has and may continue to adversely affect the Company's business, the Company's ability to refinance or extend its bank term loan prior to the December 31, 2009 maturity date, and other risks or uncertainties that are described in the Company's Annual Report on Form 10-K for fiscal 2009 as filed on May 12, 2009 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 (213) 486-6546 lglassen@mww.com -Financial Tables to Follow- CAL AMP CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands except per share amounts) Three Months Ended May 31, -------------------- 2009 2008 ------ ------ Revenues $ 23,000 $ 27,901 Cost of revenues 18,293 18,472 ------- ------- Gross profit 4,707 9,429 ------- ------- Operating expenses: Research and development 2,898 3,200 Selling 2,201 2,272 General and administrative 2,757 3,096 Intangible asset amortization 341 1,332 ------- ------- 8,197 9,900 ------- ------- Operating loss (3,490) (471) Non-operating expense, net (467) (416) ------- ------- Loss before income taxes (3,957) (887) Income tax benefit - 390 ------- ------- Net loss $ (3,957) $ (497) ======= ======= Basic and diluted loss per share $(0.16) $(0.02) ======= ======= Shares used in basic and diluted per share calculations 24,860 24,703 BUSINESS SEGMENT INFORMATION (Unaudited, in thousands) Three Months Ended May 31, -------------------- 2009 2008 ------ ------ Revenue Satellite $ 9,249 $ 7,641 Wireless DataCom 13,751 20,260 ------- ------- Total revenue $ 23,000 $ 27,901 ======= ======= Gross profit Satellite $ 427 $ 733 Wireless DataCom 4,280 8,696 ------- ------- Total gross profit $ 4,707 $ 9,429 ======= ======= Operating income (loss) Satellite $ (617) $ (332) Wireless DataCom (1,644) 1,057 Corporate expenses (1,229) (1,196) ------- ------- Total operating loss $ (3,490) $ (471) ======= ======= CAL AMP CORP. CONSOLIDATED BALANCE SHEETS (Unaudited - In thousands) May 31, February 28, 2009 2009 -------- -------- Assets Current assets: Cash and cash equivalents $ 4,382 $ 6,913 Accounts receivable, net 13,921 13,682 Inventories 14,161 15,139 Deferred income tax assets 3,301 3,479 Prepaid expenses and other current assets 4,711 4,962 -------- -------- Total current assets 40,476 44,175 Equipment and improvements, net 2,131 2,139 Deferred income tax assets, less current portion 13,272 13,111 Other intangible assets, net 6,165 6,473 Other assets 3,717 3,749 -------- -------- $ 65,761 $ 69,647 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Bank loan payable $ 15,735 $ 17,550 Subordinated note payable 2,218 3,528 Accounts payable 8,780 5,422 Accrued payroll and employee benefits 3,105 3,380 Accrued warranty costs 3,006 3,286 Other accrued liabilities 7,956 8,683 Deferred revenue 3,909 3,609 -------- -------- Total current liabilities 44,709 45,458 -------- -------- Non-current liabilities 1,156 990 Stockholders' equity: Common stock 252 252 Additional paid-in capital 145,275 144,881 Accumulated deficit (124,771) (120,814) Accumulated other comprehensive loss (860) (1,120) -------- -------- Total stockholders' equity 19,896 23,199 -------- -------- $ 65,761 $ 69,647 ======== ======== CAL AMP CORP. CONSOLIDATED CASH FLOW STATEMENTS (Unaudited - In thousands) Three Months Ended May 31, -------------------- 2009 2008 ------ ------ Cash flows from operating activities: Net loss $ (3,957) $ (497) Depreciation and amortization 629 1,972 Stock-based compensation expense 412 9 Deferred tax assets, net - (390) Changes in operating working capital 3,477 721 Other 9 - -------- -------- Net cash provided by operating activities 570 1,815 -------- -------- Cash flows from investing activities: Capital expenditures (273) (216) Earnout payments on TechnoCom acquisition - (575) Collections on note receivable 75 140 Other (33) - -------- -------- Net cash used in investing activities (231) (651) -------- -------- Cash flows from financing activities: Debt repayments (3,125) (470) -------- -------- Net cash used in financing activities (3,125) (470) -------- -------- Effect of exchange rate changes on cash 255 (70) -------- -------- Net change in cash and cash equivalents (2,531) 624 Cash and cash equivalents at beginning of period 6,913 6,588 -------- -------- Cash and cash equivalents at end of period $ 4,382 $ 7,212 ======== ======== CAL AMP CORP. NON-GAAP EARNINGS RECONCILIATION (Unaudited, in thousands except per share amounts) Non-GAAP Earnings Reconciliation - -------------------------------- "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. 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 GAAP. In this press release, CalAmp reports the non-GAAP financial measures of Adjusted Basis Net Income (Loss) and Adjusted Basis Net Income (Loss) Per Diluted Share. CalAmp uses these non-GAAP financial measures to enhance the investor's overall understanding of the financial performance and future prospects of CalAmp's core business activities. Specifically, CalAmp believes that a report of Adjusted Basis Net Income (Loss) and Adjusted Basis Net Income (Loss) Per Diluted Share provides consistency in its financial reporting and facilitates the comparison of results of core business operations between its current and past periods. The reconciliation of the GAAP Basis Net Loss to Adjusted Basis (non-GAAP) Net Income (Loss) is as follows: Three Months Ended May 31, -------------------- 2009 2008 ------ ------ GAAP Basis Net Loss $(3,957) $ (497) Adjustments to reconcile to Adjusted Basis Net Income (Loss): Increase in valuation allowance for U.S. deferred tax assets 1,124 - Amortization of intangible assets, net of tax (1) 202 774 Stock-based compensation expense, net of tax (1) 244 5 ------- ------- Adjusted Basis Net Income (Loss) $(2,387) $ 282 ======= ======= Adjusted Basis Income (Loss) per diluted share $ (0.10) $ 0.01 Weighted average common shares outstanding on diluted basis 24,860 24,703 (1) These reconciling items are tax effected using the Company's combined U.S. federal and state statutory tax rate of 40.7% and 41.9% for the three months ended May 31, 2009 and 2008, respectively. -----END PRIVACY-ENHANCED MESSAGE-----