-----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, Es+3V5MZjlgH1Zv75VqWNX8AUVfPXA8zLbEE7L6rA+6OeGk76bl/M/sfuWsgPJlc 1qO3n6F9X+stN4kscy0z2g== 0000730255-09-000053.txt : 20091008 0000730255-09-000053.hdr.sgml : 20091008 20091008160345 ACCESSION NUMBER: 0000730255-09-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091008 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091008 DATE AS OF CHANGE: 20091008 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: 091112176 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-q2pr_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): October 8, 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 October 8, 2009, CalAmp Corp. issued a press release announcing its financial results for the second quarter ended August 29, 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 August 29, 2009 will be held today, October 8, 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 October 8, 2009 announcing results of operations for the quarter ended August 29, 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. October 8, 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 OCTOBER 8, 2009 Exhibit 99.1 NEWS BULLETIN FROM: CalAmp Logo FOR IMMEDIATE RELEASE CalAmp Reports Fiscal 2010 Second Quarter Results OXNARD, Calif., October 8, 2009--CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless products, services and solutions, today reported results for its fiscal 2010 second quarter ended August 31, 2009. Key elements include: * Consolidated second quarter revenues of $23.9 million, within guidance and 4% higher than prior quarter. * Second quarter GAAP net loss of $4.2 million, or $0.17 per diluted share; Adjusted basis (non-GAAP) loss of $2.3 million or $0.09 per diluted share. Included in the GAAP and adjusted basis loss is a $1 million pre- tax charge (or $0.04 per diluted share on a GAAP basis and $0.02 per diluted share on an adjusted basis) related to a loss on the sale of preferred stock in a privately held company. * Second quarter net cash provided by operations of $2.9 million. * Total debt balance reduced by $3.6 million in second quarter to $14.4 million. Rick Gold, CalAmp's President and Chief Executive Officer, commented, "I am pleased by our ability to continue growing revenue and generating operating cash flow in this challenging economic environment. Our second sequential quarter of top line growth was driven by the continued ramp of unit volumes in our satellite products business, which showed an 8% increase in revenues over the previous quarter, and a 2% sequential revenue growth in our wireless datacom business. Looking ahead, I am encouraged by the strong demand we are seeing for our satellite products in the second half of FY10, and the expanding pipeline of new business opportunities in our wireless datacom business." Mr. Gold continued, "In addition, we remain committed to improving our balance sheet and enhancing our financial flexibility. During the second quarter, our focus on working capital management helped generate $2.9 million in cash flow from operations, and we reduced total debt by $3.6 million to a balance of $14.4 million." Fiscal 2010 Second Quarter Results Total revenue for the fiscal 2010 second quarter was $23.9 million compared to $23.3 million for the second quarter of fiscal 2009. The year-over-year increase in revenues was due primarily to higher sales of the Company's satellite products, partially offset by lower sales of its wireless datacom products. Gross profit for the fiscal 2010 second quarter was $4.8 million or 20.1% of revenues compared to gross profit of $7.5 million or 32.0% 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 second quarter as determined in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") was a net loss of $4.2 million or $0.17 loss per diluted share. This compares to a net loss of $1.5 million or $0.06 loss per diluted share in the second quarter of last year. The Adjusted Basis (non-GAAP) net loss for the fiscal 2010 second quarter was $2.3 million or $0.09 loss per diluted share compared to Adjusted Basis net loss of $0.6 million or $0.02 loss per diluted share for the same period last year. The Adjusted Basis net 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 loss to Adjusted Basis net loss is provided in the table at the end of this press release. Included in the second quarter GAAP and Adjusted Basis net loss is a pre-tax loss of approximately $1 million related to the sale of preferred stock in a privately-held company. Net of tax, this amounted to $0.04 per diluted share on a GAAP basis and $0.02 per diluted share on an Adjusted Basis Pursuant to CalAmp's bank credit agreement, $1 million, representing substantially all of the net proceeds of this asset sale, was applied to the outstanding balance of CalAmp's bank term loan. Liquidity At August 31, 2009, the Company had total cash of $4.4 million, with $14.0 million in total outstanding bank debt and a $0.4 million note payable to a key Direct Broadcast Satellite ("DBS") customer. Net cash provided by operating activities was $2.9 million for the three months ended August 31, 2009. During the latest quarter, the principal on the Company's bank loan was paid down by $1.8 million and the principal on the note payable to the DBS customer was also paid down by $1.8 million. The Company's 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 August 31, 2009. The Company is currently in active discussions with several banks, and expects to refinance the term loan prior to the end of calendar 2009 from the proceeds of an asset-based loan, possibly supplemented by proceeds from other funding sources. The Company also expects to retire the note payable to a key DBS customer during the fiscal third quarter. Business Outlook Commenting on the Company's business outlook, Mr. Gold said, "We are experiencing a sharp increase in demand for our satellite products in the second half of fiscal 2010. We expect to see fiscal third quarter consolidated revenues increase significantly on a sequential quarter basis and be in the range of $29 to $32 million, with a GAAP basis net loss in the range of $0.03 to $0.07 per diluted share. The Adjusted Basis (non-GAAP) results of operations for the third 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 in the range of $0.04 net loss to breakeven. With the increased demand and strong operating momentum we expect further growth in the fiscal 2010 fourth quarter with consolidated revenues in the $34 to $38 million range and GAAP-basis profitability." Conference Call and Webcast A conference call and simultaneous webcast to discuss fiscal 2010 second 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 877-941-6009 (480-629-9771 for international callers). An audio replay will be available through October 15, 2009, by calling 800-406-7325 (303-590-3030 for international callers) and entering the access code 4168016. 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 Six Months Ended August 31, August 31, ------------------ ----------------- 2009 2008 2009 2008 ------- ------- ------- ------- Revenues $ 23,940 $ 23,308 $ 46,940 $ 51,209 Cost of revenues 19,136 15,840 37,429 34,312 ------- ------- ------- ------- Gross profit 4,804 7,468 9,511 16,897 ------- ------- ------- ------- Operating expenses: Research and development 2,633 3,131 5,531 6,331 Selling 2,402 1,647 4,603 3,919 General and administrative 2,501 3,266 5,258 6,362 Intangible asset amortization 342 1,240 683 2,572 ------- ------- ------- ------- 7,878 9,284 16,075 19,184 ------- ------- ------- ------- Operating loss (3,074) (1,816) (6,564) (2,287) Non-operating expense, net (1,169) (334) (1,636) (750) ------- ------- ------- ------- Loss before income taxes (4,243) (2,150) (8,200) (3,037) Income tax benefit - 652 - 1,042 ------- ------- ------- ------- Net loss $ (4,243) $ (1,498) $ (8,200) $ (1,995) ======= ======= ======= ======= Basic and diluted loss per share $(0.17) $(0.06) $(0.33) $(0.08) ====== ====== ====== ====== Shares used in per basic and diluted per share calculations 24,918 24,737 24,889 24,720 BUSINESS SEGMENT INFORMATION (Unaudited, in thousands) Three Months Ended Six Months Ended August 31, August 31, -------------------- ------------------ 2009 2008 2009 2008 ------ ------ ------ ------ Revenue Satellite $ 9,964 $ 3,176 $ 19,213 $ 10,817 Wireless DataCom 13,976 20,132 27,727 40,392 ------- ------- ------- ------- Total revenue $ 23,940 $ 23,308 $ 46,940 $ 51,209 ======= ======= ======= ======= Gross profit Satellite $ 331 $ (81) $ 758 $ 652 Wireless DataCom 4,473 7,549 8,753 16,245 ------- ------- ------- ------- Total gross profit $ 4,804 $ 7,468 $ 9,511 $ 16,897 ======= ======= ======= ======= Operating income (loss) Satellite $ (728) $ (1,324) $ (1,345) $ (1,656) Wireless DataCom (1,299) 916 (2,943) 1,973 Corporate expenses (1,047) (1,408) (2,276) (2,604) ------- ------- ------- ------- Total operating loss $ (3,074) $ (1,816) $ (6,564) $ (2,287) ======= ======= ======= ======= CAL AMP CORP. CONSOLIDATED BALANCE SHEETS (Unaudited - In thousands) August 31, February 28, 2009 2009 -------- -------- Assets Current assets: Cash and cash equivalents $ 4,401 $ 6,913 Accounts receivable, net 12,178 13,682 Inventories 11,671 15,139 Deferred income tax assets 3,274 3,479 Prepaid expenses and other current assets 4,253 4,962 -------- -------- Total current assets 35,777 44,175 Equipment and improvements, net 2,085 2,139 Deferred income tax assets, less current portion 13,252 13,111 Other intangible assets, net 5,828 6,473 Other assets 1,783 3,749 -------- -------- $ 58,725 $ 69,647 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Bank loan payable $ 13,985 $ 17,550 Subordinated note payable 410 3,528 Accounts payable 10,746 5,422 Accrued payroll and employee benefits 2,630 3,380 Accrued warranty costs 2,657 3,286 Other accrued liabilities 7,553 8,683 Deferred revenue 3,853 3,609 -------- -------- Total current liabilities 41,834 45,458 -------- -------- Non-current liabilities 975 990 Stockholders' equity: Common stock 257 252 Additional paid-in capital 145,537 144,881 Accumulated deficit (129,014) (120,814) Accumulated other comprehensive loss (864) (1,120) -------- -------- Total stockholders' equity 15,916 23,199 -------- -------- $ 58,725 $ 69,647 ======== ======== CAL AMP CORP. CONSOLIDATED CASH FLOW STATEMENTS (Unaudited - In thousands) Six Months Ended August 31, ------------------ 2009 2008 ---- ---- Cash flows from operating activities: Net loss $ (8,200) $ (1,995) Depreciation and amortization 1,283 3,770 Stock-based compensation expense 858 361 Loss on sale of investment 1,008 - Deferred tax assets, net - (1,046) Changes in operating working capital 8,462 (376) Other 23 - -------- -------- Net cash provided by operating activities 3,434 714 -------- -------- Cash flows from investing activities: Capital expenditures (544) (561) Proceeds from sale of investment 992 - Collections on note receivable 150 420 Earnout payments on TechnoCom acquisition - (872) Other (36) 296 -------- -------- Net cash provided (used) by investing activities 562 (717) -------- -------- Cash flows from financing activities: Proceeds from line of credit borrowing 1,000 - Debt repayments (7,683) (1,500) -------- -------- Net cash used in financing activities (6,683) (1,500) -------- -------- Effect of exchange rate changes on cash 175 (388) -------- -------- Net change in cash and cash equivalents (2,512) (1,891) Cash and cash equivalents at beginning of period 6,913 6,588 -------- -------- Cash and cash equivalents at end of period $ 4,401 $ 4,697 ======== ======== 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 Loss and Adjusted Basis Net 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 Loss and Adjusted Basis Net 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 Loss is as follows: Three Months Six Months Ended Ended August 31, August 31, ------------- ------------- 2009 2008 2009 2008 ----- ----- ----- ----- GAAP Basis Net Loss $(4,243) $(1,498) $(8,200) $(1,995) Adjustments to reconcile to Adjusted Basis Net Loss: Increase in valuation allowance for U.S. deferred tax assets 1,473 - 2,597 - Amortization of intangible assets, net of tax (1) 203 720 405 1,494 Stock-based compensation expense, net of tax (1) 264 205 509 210 ------- ------- ------- ------- Adjusted Basis Net Loss $(2,303) $ (573) $ (4,689) $ (291) ======= ======= ======= ======= Adjusted Basis Net Loss Per Diluted Share $ (0.09) $ (0.02) $ (0.19) $ (0.01) Weighted average common shares outstanding on diluted basis 24,918 24,737 24,889 24,720 (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 six months ended August 31, 2009 and 2008, respectively -----END PRIVACY-ENHANCED MESSAGE-----