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: August 28, 1999
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 August 28, 1999: 11,952,297
Number of pages in this Form 10-Q: 14
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
Aug. 28, Feb.27,
1999 1999
(unaudited)
- ------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $7,186 $9,312
Accounts receivable, net 10,810 5,002
Inventories 4,887 3,974
Deferred tax asset 988 1,597
Prepaid expenses and other current assets 552 446
- -----------------------------------------------------------------------------
Total current assets 24,423 20,331
Property and equipment, at cost, net of
accumulated depreciation and amortization 5,986 4,498
Goodwill, net of amortization 3,748 ---
Other assets 859 720
- -----------------------------------------------------------------------------
$35,016 $25,549
- -----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $6,002 $2,644
Accrued liabilities 3,347 1,613
Short-term debt and current
portion of long-term debt 3,641 597
- -----------------------------------------------------------------------------
Total current liabilities 12,990 4,854
Long-term debt 275 516
Minority interest share in net assets of
Micro Pulse, Inc. 147 114
Stockholders' equity:
Preferred stock, 3,000 shares authorized;
no shares outstanding --- ---
Common stock, $.01 par value; 30,000 shares authorized;
11,952 shares outstanding in August 1999 and
11,785 shares outstanding in February 1999 120 118
Additional paid-in capital 14,403 14,050
Accumulated other comprehensive income (245) (170)
Retained earnings 7,326 6,067
- -----------------------------------------------------------------------------
Total stockholders' equity 21,604 20,065
- -----------------------------------------------------------------------------
$35,016 $25,549
- -----------------------------------------------------------------------------
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Three Months Ended Six Months Ended
-----------------------------------------------
Aug. 28, Aug. 29, Aug. 28, Aug. 29,
1999 1998 1999 1998
- ------------------------------------------------------------------------------
Sales $18,575 $8,322 $31,668 $17,382
Cost of sales 13,331 6,383 22,511 12,650
- ------------------------------------------------------------------------------
Gross profit 5,244 1,939 9,157 4,732
Research and development 1,331 1,271 2,530 2,487
Selling 1,217 1,155 2,337 2,401
General and administrative 1,166 957 2,233 2,028
- ------------------------------------------------------------------------------
Income (loss) from operations 1,530 (1,444) 2,057 (2,184)
Interest and other, net (70) (11) (39) (17)
Minority interest's share in
(income) loss, of Micro Pulse (53) 147 (51) 135
- ------------------------------------------------------------------------------
Income (loss) before
income taxes 1,407 (1,308) 1,967 (2,066)
(Provision for) benefit
from income taxes (506) 471 (708) 744
- ------------------------------------------------------------------------------
Net income (loss) $ 901 $ (837) 1,259 $(1,322)
- ------------------------------------------------------------------------------
Net income (loss) per share
Basic $ .08 $ (.07) $ .11 $ (.11)
Diluted $ .07 $ (.07) $ .10 $ (.11)
- ------------------------------------------------------------------------------
Shares used in per share
calculations Basic 11,894 11,785 11,860 11,782
Diluted 13,450 11,785 12,765 11,782
- ------------------------------------------------------------------------------
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Six Months Ended
- ------------------------------------------------------------------------------
Aug. 28, Aug. 29,
1999 1998
- ------------------------------------------------------------------------------
Cash flows from operating activities:
Net income (loss) $1,259 $(1,322)
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 1,387 1,612
Minority interest 33 (135)
Gain on sale of equipment --- (4)
(Increase) decrease in:
Accounts receivable (5,808) 526
Inventories (113) 1,575
Deferred Tax Asset 609 223
Prepaid expenses and other assets (282) (782)
Increase (decrease) in:
Accounts payable 3,358 544
Accrued liabilities 1,096 (612)
- ------------------------------------------------------------------------------
Cash provided by operating activities: 1,539 1,625
- ------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of property and equipment (979) (611)
Net assets acquired from Gardiner (2,747) ---
Retirements of property and equipment 3 885
- ------------------------------------------------------------------------------
Cash provided by (used in) investing activities: (3,723) 274
- ------------------------------------------------------------------------------
Cash flows from financing activities:
Debt repayments (297) (434)
Issuances of common stock 355 25
- ------------------------------------------------------------------------------
Cash provided by (used in) financing activities: 58 (409)
- ------------------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents (2,126) 1,490
Cash and cash equivalents at the
beginning of period 9,312 4,422
- ------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 7,186 $ 5,912
- ------------------------------------------------------------------------------
<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 27,
1999. 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):
Aug. 28, Feb. 27,
1999 1999
- ------------------------------------------------------------------------------
Raw materials $3,451 $2,441
Work in process 50 40
Finished goods 1,386 1,493
- ------------------------------------------------------------------------------
$4,887 $3,974
- ------------------------------------------------------------------------------
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 six months ended August 28, 1999 and August 29, 1998 (000's):
Quarter Ended
Aug. 28, Aug. 29,
1999 1998
--------- ---------
Net income (loss) $ 901 $(837)
Foreign currency translation adjustment (7) 12
--------- ---------
Comprehensive income (loss) $ 894 $(825)
========= =========
Six Months Ended
Aug. 28, Aug. 29,
1999 1998
--------- ---------
Net income (loss) $1,259 $(1,322)
Foreign currency translation adjustment (75) (12)
--------- ----------
Comprehensive income (loss) $1,184 $(1,334)
========= ==========
<PAGE>
4. SEGMENTS
In June 1997, the FASB introduced SFAS No. 131 "Disclosures About Segments of an
Enterprise and Related Information." In conjunction with the Company's
reorganization into business units in January 1998, the Company adopted SFAS No.
131 in fiscal year 1999, and it will be applied as required to interim periods
thereafter. The adoption of this standard had no effect on the Company's
financial position or results of operations, but did change the presentation of
segment information as presented below (in thousands):
Three Months Ended August 28, 1999
Satellite Wireless Antenna Corporate Total
- ------------------------------------------------------------------------------
Sales $13,000 $3,984 $1,591 $ --- $18,575
Gross Profit 4,124 582 538 --- 5,244
Income (Loss) from Operations 2,684 (214) 131 (1,071) 1,530
- ------------------------------------------------------------------------------
Three Months Ended August 29, 1998
Satellite Wireless Antenna Corporate Total
- ------------------------------------------------------------------------------
Sales $3,099 $4,210 $1,013 $ --- $8,322
Gross Profit 830 891 218 --- 1,939
Income (Loss) from Operations (32) (306) (211) (895) (1,444)
- ------------------------------------------------------------------------------
Six Months Ended August 28, 1999
Satellite Wireless Antenna Corporate Total
- ------------------------------------------------------------------------------
Sales $20,031 $8,953 $2,684 $ --- $31,668
Gross Profit 5,996 2,157 1,004 --- 9,157
Income (Loss) from Operations 3,797 134 126 (2,000) 2,057
- ------------------------------------------------------------------------------
Six Months Ended August 29, 1998
Satellite Wireless Antenna Corporate Total
- ------------------------------------------------------------------------------
Sales $5,301 $9,762 $2,319 $ --- $17,382
Gross Profit 1,534 2,440 758 --- 4,732
Income (Loss) from Operations --- (156) (233) (1,795) (2,184)
- ------------------------------------------------------------------------------
<PAGE>
5. PRO FORMA
On April 19, 1999, the Company acquired the technology and product rights to
substantially all of Gardiner Communications Corp.'s ("Gardiner") products, and
manufacturing and development related equipment and inventory from Gardiner to
support these product lines. The total purchase price, including assumption of
certain liabilities and related costs of the acquisition, was approximately $9.3
million, of which $3.5 million relates to the acquisition of product and
technology rights. The Company paid approximately $2.8 million in cash on
closing, and an additional $3.4 million in cash for additional inventory and
equipment in September and October 1999, the Company's third fiscal quarter.
Gardiner received a $3.1 million, 8% one year promissory note due April 19,
2000. A portion of the debt can be converted into 525,000 shares of the
Company's common stock at the lower per share conversion price equal to $4.25 or
the average closing sales price of the Company's common stock for the immediate
twenty trading days prior to conversion. As part of the purchase, the Company
recorded Goodwill of $3.8 million which is being amortized over 15 years.
The following pro forma combines the operations of the Company and Gardiner as
if the acquisition had occurred at the beginning of each of the respective
periods:
6 Months 6 Months
August 28, 1999 August 29, 1998
As Reported Pro forma As Reported Pro forma
--------------------- ---------------------
Sales $31,668 $33,668 $17,382 $25,861
Net Income (Loss) $ 1,259 $ 1,419 $(1,322) $ (581)
Net Income (Loss) Per Share $ .10 $ .11 $ (.11) $ (.05)
- -------------------------------------------------------------------------------
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 28, 1999 AND AUGUST 29, 1998
SALES
Total sales increased by $10.3 million from $8.3 million for the three months
ended August 29, 1998 to $18.6 million for the three months ended August 28,
1999. Sales of Satellite Products increased $9.9 million from $3.1 million to
$13.0 million. Sales of Wireless Products decreased $200,000 from $4.2 million
to $ 4.0 million. Sales of Antenna Products by Micro Pulse increased $578,000
from $1.0 million to $1.6 million.
The increase in sales of Satellite Products resulted primarily from the
Company's entry into the U.S. DBS satellite market as a result of its
acquisition of certain satellite television products from Gardiner Communicatins
in April 1999.
The decrease in the sale of Wireless Products resulted from continued softness
in both domestic and international Wireless Cable markets. Domestically,
wireless cable operators are not currently purchasing significant amounts of
one-way video equipment as they finalize a deployment strategy for two-way
wireless voice and Internet applications. Internationally, there continues to be
a lack of capital available for system expansion, thereby significantly reducing
the demand for subscriber equipment.
The increase in the sale of Antenna Products by Micro Pulse resulted primarily
from sales of antenna products into new wireless markets as the Company focuses
on antenna applications outside the GPS market.
GROSS PROFIT AND GROSS MARGIN
Gross profit increased by $3.3 million from $1.9 million for the three months
ended August 29, 1998 to $5.2 million for the three months ended August 28,
1999, while gross margins increased from 23.3% to 28.2%. The increase in gross
profit resulted from higher sales volumes as well as higher gross margins. The
higher gross margins resulted primarily from higher unit volume thereby
absorbing additional fixed overhead, reduced overhead costs and improved
efficiencies at the Company's Camarillo U.S.A. facility, offset by sales of
lower margin satellite products acquired from Gardiner in April 1999.
OPERATING EXPENSES
Research and development expenses increased by $60,000 from $1.27 million to
$1.33 million.
Selling expenses increased by $62,000, from $1.15 million to $1.21
million.
Although the research and selling expenses between periods are relatively the
same in terms of absolute dollars, there were significant decreases in
discretionary spending in the current year quarter as compared to the prior
year, offset by increases in salaries, and added personnel, primarily related to
the Gardiner acquisition in April 1999.
General and administrative expenses increased by $209,000 from $957,000 to $1.2
million. The increase relates primarily to incentive bonus accruals for
anticipated bonuses to be paid if the Company's fiscal year 2000 operating
results exceed profit objectives established at the beginning of the year.
<PAGE>
INCOME (LOSS) FROM OPERATIONS
Income (loss) from operations, for the reasons noted above, increased by $3.0
million, from operating loss of $1.4 million for the three months ended August
29, 1998, to operating income of $1.5 million for the three months ended August
28, 1999.
MINORITY INTEREST SHARE IN (INCOME) LOSS OF MICRO PULSE
The Company consolidates 100% of the sales and expenses of Micro Pulse. The
minority interest share in (income) loss of Micro Pulse eliminates the 49.5% of
the (income) loss of Micro Pulse relating to the minority stockholders share of
the (income) loss of Micro Pulse.
(PROVISION FOR) BENEFIT FROM INCOME TAXES
The (provision for) benefit from income taxes for the three months ended August
28, 1999 is based upon an annualized tax rate of 36%, the same tax rate as
fiscal year 1999. This tax rate assumes savings from benefits allowed for export
sales through a foreign sales corporation and research and development tax
credits.
NET INCOME (LOSS)
Net income (loss), for reasons outlined above, increased by $1.7million, from a
net loss of $837,000, to net income of $901,000 for the three months ended
August 28, 1999.
<PAGE>
SIX MONTHS ENDED AUGUST 28, 1999 AND AUGUST 29, 1998
SALES
Total sales increased by $14.2 million from $17.4 million for the six months
ended August 29, 1998 to $31.7 million for the six months ended August 28, 1999.
Sales of Satellite Products increased $14.7 million from $5.3 million to $20.0
million. Sales of Wireless Products decreased $809,000 from $9.8 million to $9
million. Sales of Antenna Products increased $365,000 from $2.3 million to $2.7
million.
The increase in sales of Satellite Products resulted primarily from the
Company's entry into the U.S. DBS satellite market as a result of its
acquisition of certain satellite television products from Gardiner Communicatins
in April 1999.
The decrease in the sale of Wireless Products resulted from continued softness
in both domestic and international Wireless Cable markets. Domestically,
wireless cable operators are currently not purchasing significant amounts of
one-way video equipment as they finalize a deployment strategy for two-way
wireless voice and Internet applications. Internationally, there continues to be
a lack of capital available for system expansion, thereby significantly reducing
the demand for subscriber equipment.
The increase in the sale of Antenna Products by Micro Pulse resulted primarily
from sales of Antenna Products into new wireless markets as the Company focuses
on antenna applications outside the GPS market.
GROSS PROFIT AND GROSS MARGIN
Gross profit increased by $4.4 million from $4.7 million for the six months
ended August 29, 1998 to $9.2 million for the six months ended August 28, 1999,
while gross margins increased from 27.2% to 28.9%. The increase in gross profit
resulted from increased sales volumes as well as improved gross margins. The
improvement in gross margin results primarily from reduced costs and improved
efficiencies at the Company's Camarillo U.S.A. facility, offset by sales of
lower margin satellite products acquired from Gardiner in April 1999.
OPERATING EXPENSES
Research and development expenses increased $43,000 from $2.48 million to $2.53
million.
Selling expenses decreased $64,000 from $2.4 million to $2.3 million.
Although research and selling expenses between periods are relatively the same
in terms of absolute dollars, there were significant decreases in discretionary
spending in the current six month period as compared to the prior year, offset
by increases in salaries, and added personnel primarily related to the Gardiner
acquisition in April 1999.
General and Administrative expense increased $205,000 from $2.0 million to $2.2
million. The increase relates primarily to incentive bonus accruals for
anticipated bonuses to be paid if the Company's fiscal year 2000 operating
results exceed profit objectives established at the beginning of the year.
INCOME (LOSS) FROM OPERATIONS
Income (loss) from operations, for the reasons outlined above, increased $4.3
million, from an operating loss of $2.2 million to operating income of $2.1
million.
MINORITY INTEREST SHARE IN (INCOME) LOSS OF MICRO PULSE
The Company consolidates 100% of the sales and expenses of Micro Pulse. The
minority interest share in (income) loss of Micro Pulse eliminates the 49.5% of
the (income) loss of Micro Pulse relating to the minority stockholders share of
the (income) loss of Micro Pulse.
(PROVISION FOR) BENEFIT FROM INCOME TAXES
The (provision for) benefit from for income taxes for the second quarter of
fiscal 2000 is based upon an annualized tax rate of 36%, the same tax rate as
fiscal year 1999. This tax rate assumes savings from benefits allowed for export
sales through a foreign sales corporation and research and development tax
credits.
NET INCOME (LOSS)
Net income (loss), for reasons outlined above, increased by $2.6 million from an
operating loss of $1,322,000 to operating income of $1.3 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $6.0 million working capital facility with Santa Monica Bank
at the bank's prime rate (8.5% at August 28, 1999). As of August 28, 1999, no
amounts were outstanding under the credit facility. The $6.0 million credit
facility with Santa Monica Bank expires in June 2001.
The Company believes that cash flow from operations, together with the funds
available under its credit facility, 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 reception and transceiver products do not contain time or date code
applications and are therefore, not impacted by the Year 2000 century change.
The Company's wireless cable scrambling and conditional access system,
MultiCipher, does have date and time characteristics in microprocessor embedded
software and 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. Upgrades to address such issues are now available to customers on a fee
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 are 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 November 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 is now year 2000 compliant. In addition,
software on networks and desktop computers have been tested for year 2000
compliance. The Company does not expect any major issues related to upgrading or
eliminating these software applications to ensure Y2K compliance, at a cost of
less than $25,000.
COMPUTER HARDWARE AND OPERATING SYSTEMS. Computer hardware and operating systems
includes all data center equipment (IBM AS400 system) and networks (Novell and
Microsoft NT). In January 1999, the Company purchased a new IBM AS400 in
conjunction with the Computer Associates software upgrades and is now year 2000
compliant. The current NT networks are year 2000 compliant, but the Novell
Network is not. This network will be upgraded or converted to NT by November
1999 at a cost of less than $5,000.
COMMUNICATIONS SYSTEMS. Communications systems includes all data center
equipment (fax machines, telephone systems, and related 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 upgraded.
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 into the third
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. The Company can provide no assurance that year
2000 compliance will be successfully implemented by all of its suppliers.
CONTINGENCY PLANNING. The Company is currently outlining a 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. It will list specific action plans for failure in any of the
identified areas of the year 2000 compliance plan. The Company believes its
current state of readiness is on schedule with a conservative plan to be fully
year 2000 compliant by November 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. The
dismissal was upheld by the U.S. Court of Appeals for the Ninth Circuit on
October 8, 1999. The State legal action remains in the Superior Court for the
State of California. The current trial date is December 13, 1999, but the
Company expects that a trial will be held in early 2000. 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
The annual meeting of stockholders of California Amplifier, Inc. was
held July 16, 1999.
At the annual meeting of stockholders proposals were considered for the election
of Ira Coron, Fred Sturm, Arthur H. Hausman, William E. McKenna and Thomas L.
Ringer as directors to serve until the 1999 annual meeting of stockholders. All
of the five director-nominees were elected. The voting results are summarized
below:
Proposal
1)Election of Directors:
For Withheld Against
--------------------------------
Ira Coron 10,785,642 282,622 0
Fred Sturm 10,856,136 212,128 0
Arthur Hausman 10,821,493 246,771 0
William McKenna 10,808,337 259,927 0
Thomas Ringer 10,800,356 267,908 0
2) Approval and ratification of the 1999 Stock Option Plan:
For Withheld Against
-------------------------------
9,426,955 1,696,356 35,567
<PAGE>
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Current report on Form 8-K/A dated July 1, 1999 (date of event April
19, 1999) reporting Item 7 "Financial Statements, Proforma Financial Information
and Exhibits."
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)
October 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 QUARTER ENDED
AUGUST 28, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000730255
<NAME> California Amplifier, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-26-2000
<PERIOD-START> MAY-30-1999
<PERIOD-END> AUG-28-1999
<CASH> 7,186
<SECURITIES> 0
<RECEIVABLES> 11,132
<ALLOWANCES> 322
<INVENTORY> 4,887
<CURRENT-ASSETS> 24,423
<PP&E> 22,027
<DEPRECIATION> 16,041
<TOTAL-ASSETS> 35,016
<CURRENT-LIABILITIES> 12,990
<BONDS> 0
0
0
<COMMON> 120
<OTHER-SE> 21,484
<TOTAL-LIABILITY-AND-EQUITY> 35,016
<SALES> 31,668
<TOTAL-REVENUES> 31,668
<CGS> 22,511
<TOTAL-COSTS> 7,100
<OTHER-EXPENSES> 51
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39
<INCOME-PRETAX> 1,967
<INCOME-TAX> 708
<INCOME-CONTINUING> 2,057
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,259
<EPS-BASIC> .11
<EPS-DILUTED> .10
</TABLE>
