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): June 19, 2003
____________________
Exact Name of Registrant as
Specified in Its Charter: CALIFORNIA AMPLIFIER, INC.
___________________________________
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: 460 Calle San Pablo
Camarillo, CA 93012
_________________________
Registrant's Telephone Number, Including
Area Code: (805) 987-9000
_________________________
Former Name or Former Address,
if Changed Since Last Report: Not applicable
_________________________
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release of the Registrant dated June 19, 2003.
Item 9. Regulation FD Disclosure
The information contained in this Item 9 of this Current Report is being
furnished pursuant to "Item 12. Results of Operations and Financial
Condition" of Form 8-K in accordance with SEC Release No. 33-8216.
The information in 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 in 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 June 19, 2003, California Amplifier, Inc. issued an earnings release
announcing its financial results for the first quarter ended May 31, 2003.
A copy of the earnings release is attached as Exhibit 99.1.
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.
CALIFORNIA AMPLIFIER, INC.
June 19, 2003 By: /s/ Richard K. Vitelle
_________________ _________________________
Date Richard K. Vitelle,
Vice President-Finance
(Principal Financial Officer)
EXHIBIT 99-1
FOR IMMEDIATE RELEASE:
California Amplifier Reports FY 2004 First Quarter Results
CAMARILLO, Calif., June 19, 2003 --- California Amplifier, Inc. (Nasdaq:
CAMP) today reported results for its first quarter ended May 31, 2003.
Sales for the first quarter of fiscal 2004 were $18.6 million, compared to
$22.5 million for the first quarter of the prior year. Net loss for the
first quarter was $1.1 million, or $0.07 per diluted share, compared to net
income of $1.5 million, or $0.10 per diluted share for the first quarter of
fiscal year 2003. First quarter results include the effects of asset
impairment charges of approximately $825,000 before income taxes related to
manufacturing equipment and inventories within the Satellite business
segment.
Fred Sturm, President and Chief Executive Officer, commented, "California
Amplifier continues to reshape itself to compete in what remains a difficult
market climate. During the quarter, we undertook several restructuring
initiatives, including rationalizing our manufacturing capacity by
consolidating two North American facilities, reducing our workforce and
expanding our use of outsourced subassemblies. While our management team
worked to contain costs and improve operating performance, we also
maintained our focus on leveraging the Company's RF design expertise to new
markets and products. We look forward to sharing the details on our
progress as we meet significant milestones in terms of customer acceptance
and market validation."
"Despite the challenging conditions, we remain optimistic about the long-
term growth opportunities for our served markets and our balance sheet
remains strong with nearly $22 million in cash," added Mr. Sturm. "Given the
industry build-up of certain satellite products inventory and the continued
uncertainty in the wireless market, we continue to closely monitor our cost
structure and seek ways to improve the efficiency of our operations."
About California Amplifier, Inc.
California Amplifier designs, manufactures and markets a broad line of
integrated microwave solutions used primarily in conjunction with satellite
television and terrestrial broadband wireless applications. The Company's
Satellite business unit designs and markets reception components for the
Direct Broadcast Satellite television market as well as a full line of
consumer and commercial products for video and data reception. The Wireless
Access business unit designs and markets integrated wireless solutions for
video and data applications. California Amplifier is an ISO 9001 certified
company. For additional information, visit California Amplifier's web site
at www.calamp.com.
Statements in this release about the Company's future financial performance,
customer relationships, initiatives to develop innovative wireless solutions,
and the market potential of new products are forward-looking statements and
are subject to risks and uncertainties that could cause actual results to
differ materially from expectations. Words such as "may", "will", "expects",
"intends", "plans", "believes", "seeks", "could", "optimistic", "potential",
"estimates" and variations of these words and similar expressions are
intended to identify forward-looking statements. Factors that could impact
California Amplifier's future results include changes in product demand and
market growth rates, the effect of competition, pricing pressures, supplier
constraints, manufacturing yields, market acceptance of new products and the
viability and market acceptance of new technologies. 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. More information about California
Amplifier's risks is available in the Company's annual report on Form 10-K
and other filings made from time to time with the Securities and Exchange
Commission."
For more information, contact:
Crocker Coulson Rick Vitelle
Partner Chief Financial Officer
Coffin Communications Group California Amplifier, Inc.
(818) 789-0100 (805) 987-9000
crocker.coulson@coffincg.com
[TABLES FOLLOW]
CALIFORNIA AMPLIFIER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)
Three Months
Ended May 31,
------------------
2003 2002
------- -------
Sales $18,566 $22,482
Cost of goods sold 17,260 16,638
------- -------
Gross profit 1,306 5,844
------- -------
Operating expenses:
Research and development 1,362 1,701
Selling 494 730
General and administrative 844 1,050
------- -------
Total operating expenses 2,700 3,481
------- -------
Operating income (loss) (1,394) 2,363
Non-operating expense (53) (1)
------- -------
Income (loss) before income
taxes (1,447) 2,362
Income tax (provision) benefit 345 (896)
------- -------
Net income (loss) $(1,102) $ 1,466
======= =======
Net income (loss) per share:
Basic $ (0.07) $ 0.10
Diluted $ (0.07) $ 0.10
Shares used in per share
calculations:
Basic 14,745 14,373
Diluted 14,913 14,756
BUSINESS UNIT SALES INFORMATION:
Three Months
Ended May 31,
------------------
2003 2002
------- -------
Satellite Products $16,621 $19,474
Wireless Access Products 1,945 3,008
------- -------
Total $18,566 $22,482
======= =======
CALIFORNIA AMPLIFIER, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
May 31, February 28,
2003 2003
-------- --------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 21,899 $ 21,947
Accounts receivable, net 6,680 16,053
Inventories 14,103 12,862
Deferred income tax assets 1,454 1,130
Prepaid expenses and other current assets 1,329 1,100
-------- --------
Total current assets 45,465 53,092
Property and equipment, at cost, net of
accumulated depreciation and amortization 7,929 9,322
Deferred income tax assets, less current portion 5,400 5,400
Goodwill 20,938 20,938
Other assets 747 845
-------- --------
$ 80,479 $ 89,597
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 3,425 $ 3,005
Accounts payable 4,558 11,553
Accrued payroll and employee benefits 798 1,649
Other accrued liabilities 2,275 2,198
-------- --------
Total current liabilities 11,056 18,405
-------- --------
Long-term debt, less current portion 11,899 12,569
-------- --------
Commitments and contingencies
Stockholders' equity:
Common stock 147 147
Additional paid-in capital 43,444 43,441
Retained earnings 14,734 15,836
Accumulated other comprehensive loss (801) (801)
-------- --------
Total stockholders' equity 57,524 58,623
-------- --------
$ 80,479 $ 89,597
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