-----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, Bii6jCAy7Rk7oGlpx9tB5zoi5Yxlz3BEdBk2CmFbjnewFtbItjzMrfLnZb2BgZ2P 3NwGh7q4dVQde+IIAwSebw== 0000912057-96-014379.txt : 19960712 0000912057-96-014379.hdr.sgml : 19960712 ACCESSION NUMBER: 0000912057-96-014379 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960601 FILED AS OF DATE: 19960711 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA AMPLIFIER INC 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12182 FILM NUMBER: 96593603 BUSINESS ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059879000 MAIL ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 10-Q 1 FORM 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE - -- ACT OF 1934 For the quarterly period ended: June 1, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES - -- EXCHANGE ACT OF 1934 For the transition period from _______________ to ________________ Commission File Number: 012182 CALIFORNIA AMPLIFIER, INC. (Exact name of registrant's specified in its charter) Delaware 95-3647070 - ------------------------------- ----------------------- (State or Other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 460 Calle San Pablo Camarillo, California 93012 - ------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) (805) 987-9000 ------------------------- (Registrant's telephone number including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Common Stock Outstanding as of June 1, 1996: 11,564,384 Number of pages in this Form 10-Q: 7 PART I - FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (in thousands, except par value) - ----------------------------------------------------------------------------------------- June 1, Mar. 2, 1996 1996 ---------- ----------- (Unaudited) (Audited) - ----------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 6,525 $11,637 Accounts receivable 8,007 4,645 Inventories 8,080 6,744 Deferred tax asset 1,200 1,200 Prepaid expenses and other current assets 407 399 - ----------------------------------------------------------------------------------------- Total current assets 24,219 24,625 Property and equipment - at cost, net of depreciation and amortization 7,743 6,160 Investment in non-consolidated subsidiary 897 852 Other assets 1,181 936 - ----------------------------------------------------------------------------------------- $34,040 $32,573 - ----------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,613 $ 3,230 Accrued liabilities 4,270 4,659 Current portion of long-term debt 939 993 - ----------------------------------------------------------------------------------------- Total current liabilities 8,822 8,882 Long-term debt 563 767 Commitments -- -- Stockholders' equity Preferred stock, 3,000 shares authorized; no shares outstanding -- -- Common stock, $.01 par value; 15,000 shares authorized; 11,564 shares outstanding in June 1996 and 11,519 in March 1996 116 115 Additional paid-in capital 13,381 13,274 Retained earnings 11,158 9,535 - ----------------------------------------------------------------------------------------- Total stockholders' equity 24,655 22,924 - ----------------------------------------------------------------------------------------- $34,040 $32,573 - -----------------------------------------------------------------------------------------
2 CONSOLIDATED STATEMENTS OF INCOME (Unaudited; in thousands, except per share data)
Three Months Ended - ----------------------------------------------------------------------------------------- June 1, June 3, 1996 1995 - ----------------------------------------------------------------------------------------- Sales $17,275 $12,665 Cost of sales 11,232 8,461 - ----------------------------------------------------------------------------------------- Gross profit 6,043 4,204 Research and development 1,473 963 Selling 1,333 1,052 General and administrative 884 934 - ----------------------------------------------------------------------------------------- Income from operations 2,353 1,255 Interest and other income (expense), net 139 57 - ----------------------------------------------------------------------------------------- Income before taxes 2,492 1,312 Provision for income taxes 869 460 - ----------------------------------------------------------------------------------------- Net income $ 1,623 $ 852 - ----------------------------------------------------------------------------------------- Net income per share $ .13 $ .07 - ----------------------------------------------------------------------------------------- Weighted average number of shares outstanding 12,742 11,560 - -----------------------------------------------------------------------------------------
3 CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands)
Three Months Ended - ----------------------------------------------------------------------------------------- June 1, June 3, 1996 1995 - ----------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 1,623 $ 852 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 712 638 (Increase) decrease in: Accounts receivable (3,362) 503 Inventories (1,336) (1,210) Prepaid expenses and other assets (253) (9) Increase (decrease) in: Accounts payable 383 1,019 Accrued liabilities (389) (36) - ----------------------------------------------------------------------------------------- Cash provided by operating activities: (2,622) 1,757 - ----------------------------------------------------------------------------------------- Cash flows used in investing activities: Purchase of property and equipment (2,295) (1,658) Investments in non-consolidated subsidiary (45) (37) - ----------------------------------------------------------------------------------------- Cash used in investing activities: (2,340) (1,695) - ----------------------------------------------------------------------------------------- Cash flows from financing activities: Short-term debt borrowings -- Term debt repayments (258) (146) Issuance of common stock 108 154 - ----------------------------------------------------------------------------------------- Cash provided (used) by financing activities: (150) 8 - ----------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents (5,112) 70 Cash and cash equivalents at the beginning of period 11,637 1,654 - ----------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 6,525 $1,724 - -----------------------------------------------------------------------------------------
4 CALIFORNIA AMPLIFIER, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION -- The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and, therefore, do not include all information and footnotes which would be presented were such financial statements prepared in accordance with generally accepted accounting principles. These statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended March 2, 1996. In the opinion of management, these interim financial statements reflect all adjustments necessary for a fair presentation of the financial position and results of operations for each of the periods presented. The results of operations and cash flows for such periods are not necessarily indicative of results to be expected for the full fiscal year. 2. INVENTORIES -- Inventories include the cost of material, labor and manufacturing overhead and are stated at the lower of cost (first-in, first-out) or market and consist of the following (in 000's): June 1, 1996 March 2, 1996 ------------ ------------- Raw material $2,717 $2,480 Work in process 403 562 Finished goods 4,960 3,702 ------ ------ $8,080 $6,744 ------ ------ 3. NET INCOME PER SHARE -- Net income per share is based upon the weighted average number of shares outstanding during each of the respective years, including the dilutive effects of stock options and warrants using the treasury stock method. The weighted average number of shares used in the computation of net income per share for the three months ended June 1, 1996 and June 3, 1995 were increased by 1,208,000 and 648,000 respectively, for the dilutive effects of stock options. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 1, 1996 AND JUNE 3, 1995 SALES Sales increased by $4.6 million, or 36% from $12.7 million for the three months ended June 3, 1995 to $17.3 million for the three months ended June 1, 1996. The sales increase resulted from increases in Wireless Cable sales offset by decreases in Satellite Television product sales. Sales of Wireless Cable products increased $5.5. million or 74% to $13.0 million. Sales of Satellite Television products decreased $790,000 or 15% to $4.3 million. The increase in Wireless Cable sales resulted primarily from increased international sales of MultiCipher and wireless reception products relating to a contract received in fiscal year 1996. The decrease in Satellite Television product sales resulted from continued softness in the domestic C-Band market and price competition in certain foreign markets, primarily Latin America. The Company's sales growth during the remainder of fiscal year 1997 relies heavily on renewed growth in the wireless reception products market, both in the U.S. and internationally, and the introduction and acceptance of MultiCipher Plus, which is currently in a limited number of installations under evaluation. GROSS PROFITS AND GROSS MARGINS Gross profits increased by $1.8 million or 44% from $4.2 million to $6.0 million. Gross margins increased from 33.2% to 35%. The 44% increase in gross profits is the result of a 36% increase in sales and the improvement in gross margins. The gross margin improvement resulted primarily from: increased Wireless Cable product sales, a reduction in Satellite Television product sales at lower margins, new product introductions, and lower cost designs in both product lines. During the quarter the Company incurred certain manufacturing start-up costs relating to the introduction of MultiCipher Plus. These costs had a negative effect on the quarterly gross margins. In addition, the Company increased its raw material inventories in anticipation of future sales demand for MultiCipher Plus upon its ultimate completion and release. These start-up costs should continue into the Company's second fiscal quarter, and continue to impact gross margins. OPERATING EXPENSES Research and development expenses increased by $510,000 from $963,000 to $1.5 million. The increase was due to personnel additions, increased equipment depreciation and higher purchases of research and development materials as the Company expands its product lines and continues its development of MultiCipher products. These costs are expected to continue to increase as the Company focuses additional resources on the MultiCipher Plus project. Selling expenses increased by $281,000 from $1.1 million to $1.3 million. The increase was due primarily to increases in salaries, personnel additions and an increased level of international selling expenses relating to the increases in sales in various international regions. General and administrative expenses decreased by $50,000 from $934,000 to $884,000. The decrease was due to lower expenses in the fiscal year 1996 quarter relating to incentive bonuses and bad-debt reserve. INCOME FROM OPERATIONS Income from operations, for the reasons noted above, increased by $1.1 million or 88% from $1.3 million to $2.4 million. INTEREST AND OTHER INCOME (EXPENSE), NET Interest and other income (expense), net increased by $82,000 to $139,000 income, net, from $57,000 income, net. The primary reasons for the change is increased interest income and cash discounts. 6 PROVISION FOR TAXES The provision for taxes for the first quarter of fiscal 1997 is based upon an annualized tax rate of 35%, the same tax rate as fiscal year 1996. This tax rate assumes savings from benefits allowed for export sales through a foreign sales corporation formed in March 1993 and research and development tax credits. NET INCOME Net income, for reasons outlined above, increased by $771,000, or 90% from $852,000 to $1.6 million. LIQUIDITY AND CAPITAL RESOURCES Currently the Company has a $5.0 million working capital facility with California United Bank at the bank's prime rate (8.25% at June 1, 1996) and a $2.0 million capital equipment facility with NationsBank at the Federal Funds rate (5.31%) plus 2.75%. In addition, California Amplifier s.a.r.l., its foreign subsidiary, has an informal arrangement with a French bank to borrow up to $600,000. As of June 1, 1996, no amounts were outstanding under any of these arrangements except term debt totaling $1.5 million due to NationsBank borrowed under prior arrangements. The $5.0 million credit facility with California United Bank expires on August 1, 1996, however, the Company has verbal assurances from the Bank that the agreement will be renewed for an additional year at similar or more favorable terms. The Company believes that cash flow from operations, together with the funds available under its credit facilities, are sufficient to support operations and capital equipment requirements over the next twelve months. The Company believes that inflation has not had a material effect on its operations. PART II -- OTHER INFORMATION Information applicable to Items 1 through 6 has been reported by the registrant in previous filings or has already been disclosed in the financial information provided in Part I. No reports on Form 8-K were filed during the quarter ended June 1, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. California Amplifier, Inc. -------------------------------------- (Registrant) July 11, 1996 /s/ Michael R. Ferron -------------------------------------- Michael R. Ferron Vice President, Finance and Chief Accounting Officer 7 EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET ON PAGE 2 AND THE CONSOLIDATED STATEMENTS OF INCOME ON PAGE 3 OF THE COMPANY'S FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 1, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000730255 CALIFORNIA AMPLIFIER 1,000 3-MOS MAR-01-1997 MAR-03-1996 JUN-01-1996 6,525 0 9,133 1,126 8,080 24,219 16,723 8,980 34,040 8,822 0 0 0 13,497 11,158 34,040 17,275 17,275 11,232 3,690 (139) 0 0 2,492 869 0 0 0 0 1,623 .13 0 Retained Earnings
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