CALIFORNIA AMPLIFIER INC
10-Q, 1999-01-11
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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            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:     November 28, 1998

                                       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 November 28, 1998:   11,784,572

Number of pages in this Form 10-Q:  13




<PAGE>



                 
                         PART I - FINANCIAL INFORMATION

ITEM 1:    Financial Statements

CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except par value)

                                                 Nov. 28,      Feb. 28,
                                                   1998           1998
                                               (Unaudited)    (Audited)
- -----------------------------------------------------------------------
                                     ASSETS

Current assets:
Cash and cash equivalents                        $ 7,662         $4,422
Accounts receivable, net                           4,789          5,745
Income tax receivable                                154            407
Inventories                                        4,854          6,851
Deferred tax asset                                 1,756          2,000
Prepaid expenses and other current assets            977            462
- -----------------------------------------------------------------------
      Total current assets                        20,192         19,887

Property and equipment -- at cost, net of
  accumulated depreciation and amortization        4,780          7,116
Other assets                                         764            828
- -----------------------------------------------------------------------
                                                 $25,736        $27,831
- ------------------------------------------------------------------------

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable                                 $ 2,543         $1,861
Accrued liabilities                                1,841          2,399
Current portion of long-term debt                    606            741
- -----------------------------------------------------------------------
      Total current liabilities                    4,990          5,001

Long-term debt                                       659          1,112

Minority interest share in net assets of
  Micro Pulse, Inc.                                  142            321

Stockholders' equity:
Preferred stock, 3,000 shares authorized;
  no shares outstanding                              ---            ---
Common stock, $.01 par value; 30,000 shares authorized;
  11,785 shares outstanding in November 1998 and
  11,771 shares outstanding in February 1998         118            118
Additional paid-in capital                        14,051         14,025
Foreign currency translation adjustment            (200)          (249)
Retained earnings                                  5,976          7,503
- -----------------------------------------------------------------------

      Total stockholders' equity                  19,945         21,397
- -----------------------------------------------------------------------
                                                 $25,736        $27,831
- ------------------------------------------------------------------------





<PAGE>



CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share data)


                               Three Months Ended   Nine Months Ended
                               Nov. 28,   Nov. 29,   Nov. 28, Nov. 29,
                                 1998      1997       1998     1997
- --------------------------------------------------------------------
Sales                         $ 9,681   $13,382    $27,063   $38,486
Cost of sales                   6,905    10,517     19,555    27,994
- ------------------------------------------------------------------------
Gross profit                    2,776     2,865      7,508    10,492

Research and development        1,147     1,159      3,634     3,296
Selling                         1,059     1,342      3,460     4,054
General and administrative        989     1,696      3,017     3,779
- ------------------------------------------------------------------------
Loss from operations             (419)   (1,332)    (2,603)     (637)

Interest and other income
(expense), net                      4       (15)       (13)      (28)
Minority interest share in
(income) loss of Micro Pulse      120       (50)       255      (198)
- ------------------------------------------------------------------------

Loss before taxes                (295)   (1,397)    (2,361)     (863)
Benefit from income taxes          90       503        834       303
- ------------------------------------------------------------------------
Net loss                       $ (205)   $ (894)   $(1,527)   $ (560)
- ------------------------------------------------------------------------

Net loss per share    Basic    $(0.02)   $(0.08)    $(0.13)   $(0.05)
                      Diluted  $(0.02)   $(0.08)    $(0.13)   $(0.05)
- ------------------------------------------------------------------------

Shares used in per share calculations   
                      Basic    11,778     11,763     11,774    11,688
                      Diluted  11,778     11,763     11,774    11,688
- ------------------------------------------------------------------------




<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)

                                                   Nine Months Ended
                                                 Nov. 28,     Nov. 29,
                                                  1998         1997
- ---------------------------------------------------------------------
Cash flows from operating activities:
Net loss                                      $(1,527)         $(560)
Adjustments to reconcile net loss
  to net cash provided by
  operating activities:
   Depreciation and amortization                2,365          2,435
   Minority interest                             (179)           250
   Loss/(gain) on disposal of
    property and equipment                         (4)            13
   (Increase) decrease in
    Accounts receivable                           956           (352)
    Inventories                                 1,997            222
    Prepaid expenses and other assets              45            191
   Increase (decrease) in:
    Accounts payable                              682            (24)
    Accrued liabilities                          (558)            22
- --------------------------------------------------------------------
Cash provided by operating activities:          3,777          2,197
- --------------------------------------------------------------------

Cash flows from investing activities:
  Purchases of property and equipment            (931)        (2,443)
  Proceeds from sale of property and equipment    956           ---
  Purchase of controlling interest in Micro
   Pulse                                          ---            327
- --------------------------------------------------------------------
Cash provided by (used in) investing
  activities:                                      25         (2,116)
- --------------------------------------------------------------------

Cash flows from financing activities:
  Addition (repayment) of term debt              (588)           162
  Issuances of common stock                        26             35
- --------------------------------------------------------------------
Cash provided by (used in) financing
  activities:                                    (562)           197
- --------------------------------------------------------------------
Net increase in cash and cash equivalents       3,240            278
Cash and cash equivalents at the
  beginning of period                           4,422          3,165
- --------------------------------------------------------------------
Cash and cash equivalents at end of period     $7,662         $3,443
- --------------------------------------------------------------------






<PAGE>


                           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  February 28,
1998. 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):

                                                Nov. 28,       Feb. 28,
                                                  1998           1998
                                               ---------       --------
Raw materials                                   $2,659          $2,694
Work in process                                     78              66
Finished goods                                   2,117           4,091
                                               ---------       -------
                                                $4,854          $6,851
                                               =========       ========

3. COMPREHENSIVE INCOME (LOSS) - Effective March 1, 1998 the Company adopted the
provisions of SFAS No. 130, "Reporting  Comprehensive  Income" which establishes
standards for reporting and display of  comprehensive  income and its components
in a full set of general-purpose  financial statements.  Comprehensive income is
defined  as the total of net  income and all  non-owner  changes in equity.  The
following  table details the components of  comprehensive  income (loss) for the
three and nine months ended November 28, 1998 and November 29, 1997 (000's):

                                                 Three Months Ended
                                                Nov. 28,       Nov. 29,
                                                  1998            1997
                                               ---------       --------

           Net income (loss)                     $(205)          $(894)
           Foreign currency translation
             adjustment                             61               6
                                               ---------       --------
           Comprehensive income (loss)           $(144)        $ (888)
                                               =========       ========


                                                  Nine Months Ended
                                                Nov. 28,       Nov. 29,
                                                  1998           1997
                                               ---------       --------

           Net income (loss)                     $(1,527)        $(560)
           Foreign currency translation
             adjustment                               49           (50)
                                                --------       --------
           Comprehensive income (loss)           $(1,478)        $(610)
                                                =========      ========




<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997

SALES

Sales  decreased by $3.7 million, from $13.4 million for the three months ended
November 29, 1997, to $9.7 million for the three months ended November 28, 1998.
Sales of Wireless  Cable  products  decreased from $7.9 million to $5.3 million.
Sales of  Satellite  Television  products  decreased  from $4.1  million to $3.5
million.  Sales of Antenna products by Micro Pulse decreased  $518,000 from $1.4
million to $884,000.

The decrease in sales of Wireless  Cable  products  resulted  from the continued
downturn in the worldwide Wireless Cable television  market,  which began in the
second half of fiscal  year 1998 and has  continued  into fiscal year 1999.  The
sales  decrease  can be  attributed  to  reductions  in the  shipments  of  both
reception equipment,  and MultiCipher,  the Company's conditional access system.
Reception  product  sales were  adversely  affected by  curtailed  purchases  by
existing systems,  as well as a lack of new system expansion.  MultiCipher sales
were  adversely  impacted  primarily  by the lack of new system  expansion.  The
softness in the Wireless Cable market affected unit  shipments,  as well as unit
average  sale prices as  competition  lowered unit sales prices in an attempt to
maintain sales levels in a shrinking market.  The Company reduced its unit sales
prices to maintain market share, however, demand for product was significantly
less than in prior periods. The Company  did  experience  an  increase in
Wireless  Cable sales in the third quarter as compared to the second  quarter.
This  relates to  shipments  to key customers  who recently  began  expanding
their  systems  versus a broad market rebound.

The  decrease  in sales  of  Satellite  Television  products  resulted  from the
continued decrease in sales of C-Band products  internationally  because current
unit pricing prohibits the Company from competing in these markets at acceptable
gross margins.  These sales  decreases  were offset by sales of Ku-DBS  products
domestically as the Company expands its presence in the Ku-DBS marketplace.

The decrease in the sale of Antenna  products by Micro Pulse resulted  primarily
from increased  competition,  reductions in buying patterns by certain customers
as compared to the prior year, and unit price declines.

The Company's objective is to achieve sequential quarterly sales increases. This
is  dependent  upon the Company  maintaining  its  Wireless  Cable  market share
internationally, a successful Wireless Cable rollout by Bell South in the United
States,  and Look TV in Canada in which the Company  must  participate  as a key
supplier, and the timely introduction of certain Ku-DBS and commercial satellite
products.

GROSS PROFITS AND GROSS MARGINS

Gross  profits  decreased  from $2.9  million  to $2.8  million.  Gross  margins
increased from 21.4% to 28.7%.  The decrease in gross profit resulted from lower
sales  volumes  offset by higher gross  margins.  The gross  margin  increase is
primarily a result of a $1.3 million non-recurring  reorganization charge in the
third  quarter  of the prior  year,  and in the  current  year  improved  supply
management and reductions in labor personnel and factory overhead because of the
decreased unit sales volumes. The current year improvements were offset by lower
unit sales prices as compared to the prior year.

There  will  be  continued  pressure  on  gross  margins  primarily  because  of
competitive  pricing  pressures.  As a result,  the Company will  concentrate on
product cost reductions and product differentiation in an attempt to maintain or
increase gross margins.


<PAGE>



OPERATING EXPENSES

Research and development  expenses  decreased from $1.2 million to $1.1 million.
The  decrease  resulted  primarily  from  reductions  in  certain  discretionary
spending.

Selling  expenses  decreased from $1.3 million to $1.0 million.  The decrease in
selling  expense  relates  primarily to a reduction in  discretionary  marketing
expenses, and reductions in variable selling expenses because of lower sales.

General and administrative expenses decreased from $1.7 million to $1.0 million.
The decrease relates primarily to a $350,000  non-recurring  charge in the third
quarter  of the prior  year,  and in the  current  year  reductions  in  certain
administrative expenses.

LOSS FROM OPERATIONS

Loss from operations,  for the reasons noted above, but primarily because of the
$1.6 million  non-recurring charge in the third quarter of the prior year offset
by lower sales in the current  three month  period,  decreased by $913,000  from
$1.3 million to $419,000.

MINORITY INTEREST SHRAE IN (INCOME) LOSS OF MICRO PULSE

The minority interest share in (income) loss of Micro Pulse represents the 49.5%
ownership interest's share of the consolidated (income) loss before tax of Micro
Pulse.  Because the Company  owns a 50.5%  controlling  interest,  100% of Micro
Pulse's  sales and  expenses  are  consolidated  in the  Company's  consolidated
statement of operations and the minority  interest share of the (income) loss is
reflected as a single line item in the statement of operations.

BENEFIT FROM INCOME TAXES

The benefit from income taxes the third  quarter of fiscal 1999 is based upon an
annualized tax rate of 36%. The Company believes it will return to profitability
in future  periods.  Accordingly,  the tax benefit  recorded  during the current
period,  and recorded as a deferred tax asset in the  accompanying  consolidated
balance sheet is expected to be utilized.

NET LOSS

Net loss,  for reasons  outlined  above,  decreased by $689,000 from $894,000 to
$205,000.


<PAGE>


NINE MONTHS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997

SALES

Sales  decreased by $11.4 million, from $38.5 million for the nine months ended
November 29, 1997, to $27.1 million for the nine months ended November 28, 1998.
Sales of Wireless  Cable  products  decreased $7.7 million from $22.8 million to
$15.1 million.  Sales of Satellite  Television  products  decreased $2.3 million
from $11.1  million to $8.8  million.  Sales of Antenna  products by Micro Pulse
decreased $1.4 million from $4.6 million to $3.2 million.

The decrease in Wireless Cable sales resulted primarily the significant downturn
in the worldwide  Wireless Cable  television  market,  which began in the second
half of fiscal year 1998 and has continued  into fiscal year 1999.  The decrease
can be attributed to  reductions in the shipments of both  reception  equipment,
and MultiCipher,  the Company's  conditional  access system.  Reception  product
sales were adversely  affected by curtailed  purchases by existing  systems,  as
well  as a lack  of new  system  expansion.  MultiCipher  sales  were  adversely
impacted  particularly by the lack of new system expansion.  The softness in the
Wireless  Cable market  affected  unit  shipments,  as well as unit average sale
prices as  competition  lowered  unit  sales  prices in an attempt  to  maintain
sales levels in a shrinking market.  The Company  reduced its unit sales prices
to maintain market share, however, demand for product was significantly less
than in prior periods.

The  decrease  in sales  of  Satellite  Television  products  resulted  from the
continued decrease in sales of C-Band products  internationally  because current
unit pricing prohibits the Company from competing in these markets at acceptable
gross margins.  These sales  decreases  were offset by sales of Ku-DBS  products
domestically as the Company expands its presence in the Ku-DBS marketplace.

The decrease in the sale of Antenna  products by Micro Pulse resulted  primarily
from increased  competition,  reductions in buying patterns by certain customers
as compared to the prior year, and unit price declines.

The Company's objective is to achieve sequential quarterly sales increases. This
is  dependent  upon the Company  maintaining  its  Wireless  Cable  market share
internationally, a successful Wireless Cable rollout by Bell South in the United
States,  and Look TV in Canada,  in which the Company must  participate as a key
supplier,  and  the  timely  introduction  of  certain  Ku-DBS,  and  commercial
satellite products.

GROSS PROFITS AND GROSS MARGINS

Gross profits decreased by $3.0 million from $10.5 million to $7.5 million,  and
gross  margins  increased  from 27.3% to 27.7%.  The  decrease  in gross  profit
resulted from lower sales volumes offset by increased  gross margins.  The gross
margin  improvement  is  primarily  a result of the $1.3  million  non-recurring
charge in the third quarter of the prior year, and improvements  made during the
current year in supply management,  decreases in labor and factory overhead. The
current year  improvements  were offset by lower unit sales price as compared to
the prior year.

There  will  be  continued  pressure  on  gross  margins  primarily  because  of
competitive  pricing  pressures.  As a result,  the Company will  concentrate on
product cost reductions and product differentiation in an attempt to maintain or
increase gross margins.

OPERATING EXPENSES

Research and development  expenses  increased $338,000 from $3.3 million to $3.6
million. The increase resulted primarily from increased  engineering  personnel,
as well as  increased  salaries  to  remain  competitive  with  industry  salary
requirements.

Selling  expenses  decreased  $594,000  from $4.1 million to $3.5  million.  The
decrease  is  primarily  a result  of a  reduction  in  discretionary  marketing
expenses, and reductions in variable selling expenses because of lower sales.


General and Administrative expenses decreased $762,000 from $3.8 million to $3.0
million.  The decrease is due primarily to the $350,000  non-recurring charge in
the third quarter of the prior year,  and  reductions in certain  administrative
expenses.

LOSS FROM OPERATIONS

Loss from  operations,  for the reasons  outlined  above but primarily the $11.4
million  decrease  in sales,  increased  $2.0  million,  from  $637,000  to $2.6
million.

MINORITY INTEREST SHARE IN (INCOME) LOSS OF MICRO PULSE

The minority interest share in (income) loss of Micro Pulse represents the 49.5%
ownership interest's share of the consolidated (income) loss before tax of Micro
Pulse.  Because the Company  owns a 50.5%  controlling  interest,  100% of Micro
Pulse's  sales and  expenses  are  consolidated  in the  Company's  consolidated
statement of operations and the minority  interest share of the (income) loss is
reflected as a single line item in the statement of operations.

BENEFIT FROM INCOME TAXES

The benefit  from taxes for the nine months of fiscal year 1999 is based upon an
annualized  tax rate of 36%, the same tax rate as fiscal year 1998.  The Company
believes it will return to profitability in future periods. Accordingly, the tax
benefit recorded during the current period, and recorded as a deferred tax asset
in the accompanying consolidated balance sheet is expected to be utilized.

NET LOSS

For the reasons  outlined  above,  the net loss  increased from $560,000 to $1.5
million.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company has a $3.5 million  working  capital  facility with Pacific  Century
Bank at the  bank's  prime  rate  (8.0% at  November  28,  1998).  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  November  28,
1998, no amounts were outstanding  under any of these  arrangements.  The credit
facility with Pacific Century Bank expires in May, 1999.

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.



YEAR 2000 COMPLIANCE

COMPANY PRODUCTS

The Company's  satellite,  wireless cable, voice and data, and antenna microwave
products  are not  impacted by the Year 2000  century  change.  The  MultiCipher
product line, the Company's  wireless cable  scrambling and  conditional  access
system does have date and time characteristics either in microprocessor embedded
software, or in its software interface applications.  The Company has identified
programming issues that may impact how certain information must be input by
MultiCipher customers, for example, the scheduling of future  pay-per-view
events.  The  Company is  currently completing  the software  programming  to
address such issues and will make them available to customers on a fee based
upgrade basis.  All current shipments of MultiCipher system head-ends are year
2000 compliant.

INTERNAL OPERATIONS

General.  The computer system issues relating to dates beyond 1999 is the result
of many  computer  programs  being  written to use and store dates with only the
last two digits of the applicable  year. As a result,  these programs may assume
that all two digit  dates are  twentieth  century  dates.  This could  result in
system failure, anomalous system behavior or incorrect system reporting.  System
failure  could,  in turn,  temporarily  affect the Company's  ability to process
customer  transactions,  interface  with  vendors  and engage in similar  normal
business activities.

The Company has assessed how it may be impacted.  The Company has formulated and
begun  implementation  of a plan to address all known aspects of the issue.  The
Company  has  already  completed  a  substantial  portion of this plan and is on
schedule to fully complete the plan by July of 1999.

Software Information Systems. The Company's software information systems consist
primarily of a financial and manufacturing system (Computer Associates KBM),
and other smaller scale software applications, and other programs developed
internally.

In January  1999,  the  Computer  Associates  KBM  financial  and  manufacturing
software upgrade was completed and a new IBM AS400 mainframe was installed, both
of which are now year 2000 compliant. Two software applications, Telemagic and
Sales Tracker, are not year  2000  compliant,  and will be  discontinued  prior
to July  1999.  In addition,  software on networks and desktop computers are
currently being tested for year 2000  compliance.  The Company does not expect
any major issues related to upgrading these software applications, at a cost of
less than $20,000.

Vendor  Provided  Computer  Hardware  and  Operating  Systems.  Vendor  provided
computer  hardware and operating systems incluces all data center equipment (IBM
AS400 system) and networks  (Novell and Microsoft NT). All of these systems were
or are now  substantially  year 2000  compliant with the exception of the Novell
Network. This will be upgraded by July 1999 with an estimated cost of less than
$10,000.

Communications   Systems.   Communications  systems  includes  all  data  center
equipment  (computers,  networks telephone systems, and software systems used to
support  external  communications  with  customers,  employees,  and  suppliers,
business  partners and all  corporate  equipment  and  software  systems used to
support internal business management communications.  Each significant component
of these  communications  systems  has  been  tested  and all  were  found to be
substantially year 2000 compliant.

Suppliers  and Other  Business  Partners.  This area of the plan  called for all
significant  suppliers and other business  partners to be surveyed for year 2000
readiness.  Most of the  significant  trade vendors have already been contacted.
The Company anticipates that these activities will continue in the first quarter
of calendar  1999.  The Company is not  currently  aware of any single vendor or
business  partner  with year 2000  compliance  issues that could have a material
impact  on the  Company.  Year 2000  business  transaction  tests of all  direct
interfaces  with vendors and other  business  partners  will be completed by the
second  quarter of 1999.  The Company can  provide no  assurance  that year 2000
compliance will be successfully implemented by all of its suppliers.

Contingency  Planning.  The  Company  has  not  yet  developed  a  comprehensive
contingency plan to address the risk of operational problems and costs likely to
result from a failure by the  Company or by a supplier  or  business  partner to
address  year 2000  readiness.  This plan will be  developed  by the end of June
1999.  It will list specific  action plans for failure in any of the  identified
areas of the year 2000  compliance  plan.  The Company  believes that failure to
complete any of the remaining  work to be done will not alone  adversely  affect
the continuity of the core business.  The Company  believes its current state of
readiness  is on  schedule  with a  conservative  plan  to be  fully  year  2000
compliant by July of 1999 and that business risks have been minimized.  However,
there can be no guarantee that year 2000 compliance issues not yet identified or
fully addressed will not materially affect the Company's operations or expose it
to third party liability.


SAFE HARBOR STATEMENT

Forward looking statements in this Form 10-Q which include,  without limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions,  projections and other  information  regarding future
performance,  are made  pursuant  to the safe harbor  provisions  of the Private
Securities  Litigation Reform Act of 1995. The words "believes,"  "anticipates,"
"expects,"  and similar  expressions  are  intended to identify  forward-looking
statements. These forward-looking statements reflect the Company's current views
with  respect to future  events and  financial  performance  and are  subject to
certain risks and uncertainties,  including, without limitation, product demand,
competitive  market  growth,   timing  and  market  acceptance  of  new  product
introductions,  competition,  pricing and other risks and uncertainties that are
detailed  from time to time in the  Company's  periodic  reports  filed with the
Securities  and Exchange  Commission,  copies of which may be obtained  from the
Company upon request. Such risks and uncertainties could cause actual results to
differ  materially from historical  results or those  anticipated.  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.



<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 11, 1997,  the Company and certain of its directors and officers had two
legal  actions filed against  them,  one in the United  States  District  Court,
Central District of California,  entitled Yourish v. California Amplifier, Inc.,
et al., Case No. 97-4293 CBM (Mcx),  and the other in the Superior Court for the
State  of  California,   County  of  Ventura,  entitled  Yourish  v.  California
Amplifier,  Inc. et al.,  Case No. CIV 173569.  On June 30, 1997,  another legal
action was filed against the same defendants in the Superior Court for the State
of  California,  County  of  Ventura,  entitled  Burns,  et al.,  v.  California
Amplifier,  Inc., et al.,  Case No. CIV 173981.  All three actions are purported
class actions on behalf of purchasers of the common stock of the Company between
September  12, 1995 and August 8, 1996.  The actions  claim that the  defendants
engaged in a scheme to make false and misleading statements and omit to disclose
material adverse facts to the public  concerning the Company,  allegedly causing
the Company's stock price to artificially  rise, and thereby allegedly  allowing
the individual  defendants to sell stock at inflated  prices.  Plaintiffs  claim
that the  purported  stockholder  class was damaged  when the price of the stock
declined upon  disclosure of the alleged  adverse facts.  On September 21, 1998,
the Federal legal action was dismissed in the United States District Court,  but
the  State  legal  action  remains  in the  Superior  Court  for  the  State  of
California.  The Company  and its legal  counsel are  currently  evaluating  the
claims.  Based upon the analysis  performed to date, the Company,  its directors
and officers, plan to vigorously defend themselves against these claims in State
court.

ITEM 2.CHANGES IN SECURITIES
        None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES
       None.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
       None.

ITEM 5.OTHER INFORMATION
       None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
       No reports on Form 8-K were filed during the quarter  ended  November 28,
       1998.



<PAGE>


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)


January 11, 1999                          /s/ Michael R. Ferron
                                          Michael R. Ferron
                                          Vice President, Finance and
                                          Chief Accounting Officer



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET ON PAGE 2 AND THE CONSOLIDATED STATEMENTS OF
OPERATIONS ON PAGE 3 OF THE COMPANY'S FORM 10-Q FOR THE THREE AND NINE
MONTHS ENDED NOVEMBER 28, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000730255
<NAME>                        CALIFORNIA AMPLIFIER, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              FEB-27-1999
<PERIOD-END>                                   NOV-28-1998
<CASH>                                          7,662
<SECURITIES>                                        0
<RECEIVABLES>                                   5,452
<ALLOWANCES>                                      663
<INVENTORY>                                     4,854
<CURRENT-ASSETS>                               20,192
<PP&E>                                         19,764
<DEPRECIATION>                                 14,984
<TOTAL-ASSETS>                                 25,736
<CURRENT-LIABILITIES>                           4,990
<BONDS>                                             0
                               0
                                         0
<COMMON>                                       14,169
<OTHER-SE>                                      5,776
<TOTAL-LIABILITY-AND-EQUITY>                   25,736
<SALES>                                        27,063
<TOTAL-REVENUES>                               27,063
<CGS>                                          19,555
<TOTAL-COSTS>                                  10,111
<OTHER-EXPENSES>                                  255
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                 13
<INCOME-PRETAX>                                (2,361)
<INCOME-TAX>                                     (834)
<INCOME-CONTINUING>                                 0
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                   (1,527)
<EPS-PRIMARY>                                  (0.13)
<EPS-DILUTED>                                  (0.13)
        


</TABLE>


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