UNITED STATES
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): | December 18, 2013 |
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 December 23, 2013, CalAmp Corp. issued a press release announcing its financial results for the third quarter ended November 30, 2013. 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 third quarter ended November 30, 2013 will be held today, December 23, 2013 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2013, Amal M. Johnson was elected to the Registrant's Board of Directors, increasing the number of directors to seven. Ms. Johnson was not elected pursuant to any arrangement or understanding between her and any other persons. A copy of the press release announcing Ms. Johnsons appointment to the Board is attached as Exhibit 99.2.
Prior to the election of Ms. Johnson as a director, and in accordance with Article VI of the Registrants Amended and Restated Certificate of Incorporation, the size of the Registrants Board of Directors was increased from six to seven directors by a Board resolution adopted on December 20, 2013.
Item 8.01 Other Events.
On December 18, 2013, the Company acquired Radio Satellite Integrators, Inc. (RSI) for a cash payment at closing of $6.5 million and future earn-out payments based on post-acquisition sales and gross profit performance in the aggregate estimated amount of $2.4 million that is payable quarterly over two years. RSI is a privately-held provider of fleet management solutions primarily to municipal government agencies supporting applications targeted at public works, waste management, transit and public safety. A copy of the press release announcing the RSI acquisition is attached as Exhibit 99.3.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 | Press release of the Registrant dated December 23, 2013 announcing results of operations for the third quarter ended November 30, 2013. | ||
99.2 | Press release of the Registrant dated December 23, 2013 announcing the election of Amal M. Johnson to the Board of Directors. | ||
99.3 | Press release of the Registrant dated December 18, 2013 announcing the acquisition of Radio Satellite Integrators. |
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. | |||||
December 23, 2013 | By: | /s/ Richard Vitelle | |||
Date | Richard Vitelle | ||||
Executive Vice President and CFO | |||||
(Principal Financial Officer) |
Exhibit 99.1
CalAmp Reports Fiscal 2014 Third Quarter Results
OXNARD, CA, December 23, 2013 -- CalAmp Corp. (NASDAQ: CAMP), a leading provider of wireless products, services and solutions, today reported results for its third quarter ended November 30, 2013. Highlights for the quarter include:
Commenting on results in the latest quarter, Michael Burdiek, CalAmp's President and Chief Executive Officer said, CalAmp is on-track for a very strong second half of fiscal 2014. During the third quarter, Wireless Datacom segment revenue increased 37% year-over-year. In addition, Satellite segment revenue improved 72% compared to the third quarter of last year. Within the Wireless Datacom segment, our Mobile Resource Management (MRM) products continued to experience strong demand from our fleet management and asset tracking customers. Meaningful contributions from the emerging auto insurance telematics vertical also helped drive growth in the quarter. Our Wireless Networks business, which comprises the remainder of our Wireless Datacom segment, benefitted from strength in the energy markets, while our expanding pipeline of opportunities from the acquired operations of Wireless Matrix are expected to support future growth and margin expansion. In our Satellite segment, the increase in revenue and improved margins helped further expand CalAmps consolidated cash flow and bottom-line profitability. Also during the quarter, our strong cash flow and growing cash balance allowed us to pay off our bank term loan.
Mr. Burdiek continued, Subsequent to the end of the third quarter, we announced the acquisition of Radio Satellite Integrators, Inc. (RSI), a privately-held provider of fleet management solutions primarily to municipal government agencies supporting applications targeted at public works, waste management, transit and public safety. This transaction improves CalAmps competitive position and growth prospects in the state and local government market by augmenting CalAmps current range of public safety solutions. Importantly, RSIs SaaS-based high margin revenue is expected to be accretive to CalAmps overall margins and non-GAAP earnings per share for our coming fiscal year.
CalAmp Reports Fiscal 2014 Third
Quarter Results
December 23, 2013
Page 2 of 7
Fiscal 2014 Third Quarter Results
Total revenue for the fiscal 2014 third
quarter was $63.5 million compared to $44.3 million for the third quarter of
fiscal 2013, an increase of 43%. Wireless Datacom revenue increased to $49.7
million from $36.3 million in the same period last year, and Satellite revenue
was $13.8 million compared to $8.0 million in the third quarter last year.
Consolidated gross profit for the fiscal 2014 third quarter was $21.0 million, an increase of $7.0 million over the same quarter last year, primarily attributable to higher revenue. The consolidated gross margin was 33.1% in the fiscal 2014 third quarter, up from 31.6% in the third quarter last year. The increase in consolidated gross margin is due primarily to the contribution of the higher margin Software-as-a-Service (SaaS) revenue from the Wireless Matrix acquisition and margin improvement in the Satellite segment.
GAAP net income for the fiscal 2014 third quarter was $4.2 million, or $0.12 per diluted share, compared to net income of $4.2 million, or $0.14 per diluted share, in the third quarter of last year. The lower GAAP earnings per share is due in part to the elimination of substantially all of the Companys deferred income tax asset valuation allowance at the end of fiscal 2013, which caused the Companys effective income tax rate to revert to a level that is much closer to full statutory tax rates beginning in fiscal 2014. Despite this, on a cash basis, the Companys pretax income is still largely sheltered from taxation by net operating loss (NOL) carryforwards, and is expected to remain so for about the next two years.
Non-GAAP net income for the fiscal 2014 third quarter was $8.2 million, or $0.23 per diluted share, compared to non-GAAP net income of $5.3 million, or $0.17 per diluted share, for the same quarter last year. Non-GAAP earnings exclude the impact of intangibles amortization and stock-based compensation expense, and includes an income tax provision for cash taxes paid or payable for the period. A reconciliation of the GAAP-basis pretax income to the non-GAAP net income and earnings per diluted share is provided in the table at the end of this press release.
Liquidity
As of November 30, 2013, the Company had total cash of $31.1
million and no bank debt outstanding. Net cash provided by operating activities
during the third quarter was $5.6 million, and the unused borrowing capacity on
the bank revolver as of the end of the third quarter was $15.0 million.
Business Outlook
Commenting on the Company's business
outlook, Mr. Burdiek said, Based on our current forecast, we anticipate that
Wireless Datacom fourth quarter revenue will increase solidly on a sequential
basis primarily driven by continued demand in our core market verticals, growing
insurance telematics revenue and contribution from RSI. Due to normal quarterly
fluctuations in demand from our DBS satellite customer, we currently expect
Satellite fourth quarter revenues to be substantially lower on a sequential
basis, more than offsetting the Wireless Datacom growth. As a result, we expect
our fiscal 2014 fourth quarter consolidated revenue to be in the range of $60 to
$63 million. At the bottom line, we expect fourth quarter GAAP basis net income
in the range of $0.08 to $0.11 per diluted share, and non-GAAP net income in the
range of $0.19 to $0.23 per diluted share.
Conference Call and Webcast
A conference call and simultaneous
webcast to discuss third quarter results and business outlook will be held today
at 4:30 p.m. Eastern / 1:30 p.m. Pacific. CalAmp's President and CEO Michael
Burdiek and CFO Rick Vitelle will host the conference call. Participants can
dial into the live conference call by calling
1-877-407-0784 (1-201-689-8560 for international callers) and using the
Conference ID # 13573343. An audio replay will be available through December 30,
2013 by calling 1-877-870-5176 or 1-858-384-5517 and entering the Conference ID
# 13573343.
CalAmp Reports Fiscal 2014 Third
Quarter Results
December 23, 2013
Page 3 of 7
Additionally, a live webcast of the call will be 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
CalAmp (NASDAQ: CAMP) is a proven leader in providing wireless
communications solutions to a broad array of vertical market applications and
customers. CalAmps extensive portfolio of intelligent communications devices,
robust and scalable cloud service platform, and targeted software applications
streamline otherwise complex Machine-to-Machine (M2M) deployments. These
solutions enable customers to optimize their operations by collecting,
monitoring and efficiently reporting business critical data and desired
intelligence from high-value remote assets. 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
within the meaning of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995 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 Companys wireless and satellite markets, the timing of customer
approvals of new product designs, intellectual property infringement claims,
interruption or failure of our Internet-based systems used to wirelessly
configure and communicate with the tracking and monitoring devices that we sell,
and other risks or uncertainties that are described in our Annual Report on Form
10-K that was filed on April 25, 2013 with the Securities and Exchange
Commission. Although we believe the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, we can give no
assurance that our expectations will be attained. We undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
AT CALAMP: | AT ADDO COMMUNICATIONS: | |
Garo Sarkissian | Lasse Glassen | |
SVP, Corporate Development | (424) 238-6249 | |
(805) 987-9000 | lasseg@addocommunications.com |
CalAmp Reports Fiscal 2014 Third
Quarter Results
December 23, 2013
Page 4 of 7
CAL AMP CORP.
CONSOLIDATED INCOME STATEMENTS
(Unaudited, in thousands
except per share amounts)
Three Months Ended | Nine Months Ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | $ | 63,503 | $ | 44,340 | $ | 176,056 | $ | 132,188 | ||||||||
Cost of revenues | 42,508 | 30,308 | 116,741 | 90,345 | ||||||||||||
Gross profit | 20,995 | 14,032 | 59,315 | 41,843 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | 5,267 | 3,564 | 15,721 | 10,393 | ||||||||||||
Selling | 4,920 | 2,982 | 14,789 | 8,963 | ||||||||||||
General and administrative | 3,291 | 2,699 | 10,521 | 8,849 | ||||||||||||
Intangible asset amortization | 1,485 | 475 | 4,618 | 1,267 | ||||||||||||
14,963 | 9,720 | 45,649 | 29,472 | |||||||||||||
Operating income | 6,032 | 4,312 | 13,666 | 12,371 | ||||||||||||
Non-operating expense, net | (77 | ) | (138 | ) | (327 | ) | (330 | ) | ||||||||
Income before income taxes | 5,955 | 4,174 | 13,339 | 12,041 | ||||||||||||
Income tax provision | (1,748 | ) | (19 | ) | (4,603 | ) | (45 | ) | ||||||||
Net income | $ | 4,207 | $ | 4,155 | $ | 8,736 | $ | 11,996 | ||||||||
Earnings per share - basic and diluted | ||||||||||||||||
Basic | $ | 0.12 | $ | 0.14 | $ | 0.25 | $ | 0.42 | ||||||||
Diluted | $ | 0.12 | $ | 0.14 | $ | 0.24 | $ | 0.40 | ||||||||
Shares used in computing earnings per share: | ||||||||||||||||
Basic | 35,171 | 29,210 | 34,848 | 28,537 | ||||||||||||
Diluted | 36,206 | 30,096 | 35,901 | 29,684 |
BUSINESS SEGMENT
INFORMATION
(Unaudited, in thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | ||||||||||||||||
Wireless DataCom | $ | 49,747 | $ | 36,334 | $ | 137,808 | $ | 102,178 | ||||||||
Satellite | 13,756 | 8,006 | 38,248 | 30,010 | ||||||||||||
Total revenues | $ | 63,503 | $ | 44,340 | $ | 176,056 | $ | 132,188 | ||||||||
Gross profit | ||||||||||||||||
Wireless DataCom | $ | 18,159 | $ | 12,612 | $ | 51,674 | $ | 36,786 | ||||||||
Satellite | 2,836 | 1,420 | 7,641 | 5,057 | ||||||||||||
Total gross profit | $ | 20,995 | $ | 14,032 | $ | 59,315 | $ | 41,843 | ||||||||
Operating income | ||||||||||||||||
Wireless DataCom | $ | 5,026 | $ | 4,500 | $ | 11,706 | $ | 12,893 | ||||||||
Satellite | 1,785 | 498 | 4,561 | 2,327 | ||||||||||||
Corporate expenses | (779 | ) | (686 | ) | (2,601 | ) | (2,849 | ) | ||||||||
Total operating income | $ | 6,032 | $ | 4,312 | $ | 13,666 | $ | 12,371 |
- more -
CalAmp Reports Fiscal 2014 Third
Quarter Results
December 23, 2013
Page 5 of 7
CAL AMP CORP.
CONSOLIDATED BALANCE SHEETS
(In thousands)
November 30, | February 28, | |||||||
2013 | 2013 | |||||||
Assets | (Unaudited) | |||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 31,108 | $ | 63,101 | ||||
Accounts receivable, net | 30,897 | 19,111 | ||||||
Inventories | 12,541 | 13,516 | ||||||
Deferred income tax assets | 6,363 | 6,400 | ||||||
Prepaid expenses and other current assets | 4,326 | 4,641 | ||||||
Total current assets | 85,235 | 106,769 | ||||||
Property, equipment and improvements, net | 4,426 | 2,778 | ||||||
Deferred income tax assets, less current portion | 30,184 | 34,616 | ||||||
Goodwill | 18,304 | 1,112 | ||||||
Other intangible assets, net | 25,667 | 4,603 | ||||||
Other assets | 1,490 | 893 | ||||||
$ | 165,306 | $ | 150,771 | |||||
Liabilities and Stockholders' Equity | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | 1,238 | $ | 2,261 | ||||
Accounts payable | 17,005 | 11,871 | ||||||
Accrued payroll and employee benefits | 5,518 | 5,298 | ||||||
Deferred revenue | 6,699 | 6,410 | ||||||
Other current liabilities | 3,684 | 3,109 | ||||||
Total current liabilities | 34,144 | 28,949 | ||||||
Long-term debt | 1,131 | 2,434 | ||||||
Other non-current liabilities | 2,293 | 1,839 | ||||||
Stockholders' equity: | ||||||||
Common stock | 356 | 350 | ||||||
Additional paid-in capital | 203,815 | 202,368 | ||||||
Accumulated deficit | (76,368 | ) | (85,104 | ) | ||||
Accumulated other comprehensive loss | (65 | ) | (65 | ) | ||||
Total stockholders' equity | 127,738 | 117,549 | ||||||
$ | 165,306 | $ | 150,771 |
- more -
CalAmp Reports Fiscal 2014 Third
Quarter Results
December 23, 2013
Page 6 of 7
CAL AMP CORP.
CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited - In
thousands)
Nine Months Ended | ||||||||
November 30, | ||||||||
2013 | 2012 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 8,736 | $ | 11,996 | ||||
Depreciation and amortization | 5,967 | 1,995 | ||||||
Stock-based compensation expense | 2,129 | 2,292 | ||||||
Amortization of debt issue costs and discount | 194 | 248 | ||||||
Deferred tax assets, net | 4,469 | - | ||||||
Changes in operating working capital | (2,090 | ) | (5,723 | ) | ||||
Other | - | 15 | ||||||
Net cash provided by operating activities | 19,405 | 10,823 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (1,375 | ) | (1,396 | ) | ||||
Navman Wireless asset purchase agreement | - | (1,000 | ) | |||||
Wireless Matrix acquisition, net of cash acquired | (46,837 | ) | - | |||||
Collections on note receivable | - | 430 | ||||||
Other | - | (8 | ) | |||||
Net cash used in investing activities | (48,212 | ) | (1,974 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from bank term loan | 5,000 | - | ||||||
Debt repayments | (7,510 | ) | (960 | ) | ||||
Taxes paid related to net share settlement of vested equity awards | (3,027 | ) | (2,551 | ) | ||||
Proceeds from exercise of stock options and warrants | 2,351 | 2,621 | ||||||
Net cash used in financing activities | (3,186 | ) | (890 | ) | ||||
Net change in cash and cash equivalents | (31,993 | ) | 7,959 | |||||
Cash and cash equivalents at beginning of period | 63,101 | 5,601 | ||||||
Cash and cash equivalents at end of period | $ | 31,108 | $ | 13,560 |
- more -
CalAmp Reports Fiscal 2014 Third
Quarter Results
December 23, 2013
Page 7 of 7
CAL AMP CORP.
NON-GAAP EARNINGS RECONCILIATION
(Unaudited)
"GAAP" refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. 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 and Adjusted Basis Net Income 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 and Adjusted Basis Net Income 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 Pretax Income to Adjusted Basis (non-GAAP) Net Income is as follows (in thousands except per share amounts):
Three Months Ended | Nine Months Ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
GAAP basis pretax income | $ | 5,955 | $ | 4,174 | $ | 13,339 | $ | 12,041 | ||||||||
Amortization of intangible assets | 1,485 | 475 | 4,618 | 1,267 | ||||||||||||
Stock-based compensation expense | 808 | 620 | 2,129 | 2,292 | ||||||||||||
Acquisition and integration expenses | - | - | 637 | - | ||||||||||||
Pretax income (non-GAAP basis) | 8,248 | 5,269 | 20,723 | 15,600 | ||||||||||||
Income tax provision (non-GAAP basis) (a) | (82 | ) | (19 | ) | (146 | ) | (45 | ) | ||||||||
Adjusted Basis net income | $ | 8,166 | $ | 5,250 | $ | 20,577 | $ | 15,555 | ||||||||
Adjusted Basis net income per diluted share | $ | 0.23 | $ | 0.17 | $ | 0.57 | $ | 0.52 | ||||||||
Weighted average common shares outstanding | ||||||||||||||||
on diluted basis | 36,206 | 30,096 | 35,901 | 29,684 |
(a) | The non-GAAP income tax provision represents cash taxes paid for the period after giving effect to the utilization of net operating loss and tax credit carryforwards. |
# # #
Exhibit 99.2
CalAmp Announces Appointment
of
Amal Johnson to Board of Directors
OXNARD, CA December 23, 2013 -- CalAmp (NASDAQ: CAMP), a leading provider of wireless products, services and solutions, today announced that a new independent director, Amal M. Johnson, has been appointed to the Company's Board of Directors. This appointment expands the Company's Board to seven members.
Albert J. Bert Moyer, CalAmp's Chairman of the Board, said, I am pleased to have Amal join CalAmp's Board of Directors. She brings significant experience in application software, cloud computing and hosted services from the perspectives of both an executive and investor. I believe that her insight can accelerate our progress in positioning CalAmp as a leading provider of higher margin integrated hardware and software solutions in machine-to-machine communications. On behalf of my colleagues on the Board, we look forward to drawing on Amals wealth of expertise as we pursue our objectives to profitably grow CalAmps business.
Ms. Johnson is currently the Executive Chairman of the Board of Author-IT Inc, a Software-as-a-Service (SaaS) private company that provides a platform for creating, maintaining, and distributing single-sourced technical content. She also serves on the boards of Intuitive Surgical, Inc. (Nasdaq:ISRG) and Mellanox Technologies, Ltd. (Nasdaq:MLNX), and she is a venture advisor to Illuminate Ventures, a VC firm. Ms. Johnson led MarketTools, a privately held SaaS company, as CEO from 2005 to 2008 and thereafter as Chairman until the company was acquired in January 2012. Prior to joining MarketTools, Ms. Johnson was a General Partner at Lightspeed Venture Partners, focusing on enterprise software and infrastructure, from 1999 to 2004. Previously, from 1994 to 1998, Ms. Johnson held executive management positions with Baan, an enterprise resource planning (ERP) software company, including President of Baan Supply Chain Solutions, President of Baan Americas, and President of Baan Affiliates. Prior to that, Ms. Johnson served as President of ASK Manufacturing Systems, a material requirements planning software company, from 1993 to 1994 and held executive positions at IBM from 1977 to 1993. Ms. Johnson holds a Bachelor of Arts in Mathematics from Montclair State University.
About CalAmp
CalAmp (NASDAQ:
CAMP) is a proven leader in providing wireless communications solutions to a
broad array of vertical market applications and customers. CalAmp's extensive
portfolio of intelligent communications devices, robust and scalable
cloud service platform, and targeted software applications streamline otherwise
complex machine-to-machine (M2M) deployments. These solutions enable customers
to optimize their operations by collecting, monitoring and efficiently reporting
business critical data and desired intelligence from high-value remote assets.
For more information, please visit www.calamp.com.
# # #
AT THE COMPANY: | AT ADDO COMMUNICATIONS: | |
Garo Sarkissian | Lasse Glassen | |
SVP, Corporate Development | (424) 238-6249 | |
(805) 987-9000 | lasseg@addocommunications.com |
2
Exhibit 99.3
CalAmp Acquires Radio Satellite
Integrators to Expand its Mobile Resource
Management Solutions for Municipal
Government Customers
OXNARD, CA, December 18, 2013 -- CalAmp Corp. (NASDAQ: CAMP), a leading provider of wireless products, services and solutions, announced today that it has acquired privately held Radio Satellite Integrators, Inc. (RSI), a Southern California-based provider of mobile resource management solutions to city and county government agencies. This transaction improves CalAmps competitive position and growth prospects in the state and local government market by augmenting CalAmps current range of public safety solutions.
RSIs Software-as-a-Service (SaaS) solutions are utilized by a wide variety of fleet types including applications in public works, waste management, transit and public safety. On a trailing 12-month basis, RSI generated revenue of approximately $5 million and was profitable.
Consideration for the acquisition was $6.5 million in upfront cash and future earn-out payments based on post-acquisition sales and gross profit performance. The transaction is expected to be accretive to CalAmp's overall margins and non-GAAP earnings per share in the coming fiscal year.
Commenting on the acquisition of RSI, Michael Burdiek, President and Chief Executive Officer of CalAmp, said, The acquisition of RSI improves CalAmps reach with municipal government customers with a vertically-focused mobile resource management SaaS offering. This acquisition increases our recurring revenue stream and enhances our growth prospects as city and county government agencies look to leverage the FirstNet broadband network for a range of voice, data, and video services.
About CalAmp
CalAmp (NASDAQ: CAMP) is a proven leader in providing wireless
communications solutions to a broad array of vertical market applications and
customers. CalAmps extensive portfolio of intelligent communications devices,
robust and scalable cloud service platform, and targeted software applications
streamline otherwise complex Machine-to-Machine (M2M) deployments. These
solutions enable customers to optimize their operations by collecting,
monitoring and efficiently reporting business critical data and desired
intelligence from high-value remote assets. For more information, please visit
www.calamp.com.
CalAmp Announces Acquisition of Radio
Satellite Integrators, Inc.
December 18, 2013
Page 2 of 2
Forward-Looking
Statements
Statements in this press
release that are not historical in nature are forward-looking statements that
within the meaning of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995 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 Companys wireless and satellite markets, the timing of customer
approvals of new product designs, intellectual property infringement claims,
interruption or failure of our Internet-based systems used to wirelessly
configure and communicate with the tracking and monitoring devices that we sell,
and other risks or uncertainties that are described in our Annual Report on Form
10-K that was filed on April 25, 2013 with the Securities and Exchange
Commission. Although we believe the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, we can give no
assurance that our expectations will be attained. We undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
AT CALAMP: | AT ADDO COMMUNICATIONS: | |
Garo Sarkissian | Lasse Glassen | |
SVP, Corporate Development | (424) 238-6249 | |
(805) 987-9000 | lasseg@addocommunications.com |
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