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 27, 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 November 27, 1999: 12,153,447
Number of pages in this Form 10-Q: 14
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except par value)
NOV. 27, FEB. 27,
1999 1999
(UNAUDITED) (AUDITED)
- ------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 4,221 $ 9,312
Accounts receivable, net 12,708 5,002
Inventories 9,797 3,974
Deferred tax asset 971 1,597
Prepaid expenses and other current assets 504 446
- ------------------------------------------------------------------------
Total current assets 28,201 20,331
Property and equipment, at cost, net of
accumulated depreciation and amortization 8,579 4,498
Goodwill, net of accumulated amortization 3,903 ---
Other assets 735 720
- ------------------------------------------------------------------------
$41,418 $25,549
- ------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,987 $ 2,644
Accrued liabilities 2,174 1,613
Short-term debt and current portion
of long-term debt 3,603 597
- ------------------------------------------------------------------------
Total current liabilities 14,764 4,854
Long-term debt 1,664 516
Minority interest share in net assets of
Micro Pulse, Inc. 220 114
Stockholders' equity:
Preferred stock, 3,000 shares authorized;
no shares outstanding --- ---
Common stock, $.01 par value;
30,000 shares authorized;
12,153 shares outstanding in
November 1999 and 11,785 shares
outstanding in February 1999 122 118
Additional paid-in capital 16,009 14,050
Accumulated other comprehensive income (272) (170)
Retained earnings 8,911 6,067
- ------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 24,770 20,065
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
$41,418 $25,549
- ------------------------------------------------------------------------
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED
NOV. 27, NOV. 28, NOV. 27, NOV. 28,
1999 1998 1999 1998
- ------------------------------------------------------------------------
Sales $26,251 $ 9,681 $57,919 $27,063
Cost of sales 19,531 6,905 42,042 19,555
- ------------------------------------------------------------------------
Gross profit 6,720 2,776 15,877 7,508
Research and development 1,385 1,147 3,915 3,634
Selling 1,377 1,059 3,714 3,460
General and administrative 1,354 989 3,587 3,017
- ------------------------------------------------------------------------
Income (loss) from operations 2,604 (419) 4,661 (2,603)
Interest and other income
(expense), net (60) 4 (99) (13)
Minority interest share in
(income) loss,
of Micro Pulse (67) 120 (118) 255
- ------------------------------------------------------------------------
Income (loss) before
income taxes 2,477 (295) 4,444 (2,361)
(Provision for) benefit
from income taxes (892) 90 (1,600) 834
- ------------------------------------------------------------------------
Net income (loss) $1,585 $ (205) $2,844 $(1,527)
- ------------------------------------------------------------------------
Net income (loss)
per share Basic $ 0.13 $(0.02) $ 0.24 $ (0.13)
Diluted $ 0.12 $(0.02) $ 0.22 $ (0.13)
- ------------------------------------------------------------------------
Shares used
in per share
calculations Basic 12,087 11,778 11,939 11,774
Diluted 13,638 11,778 13,147 11,774
- ------------------------------------------------------------------------
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
NINE MONTHS ENDED
NOV. 27, NOV. 28,
1999 1998
- ------------------------------------------------------------------------
Cash flows from operating activities:
Net income (loss) $2,844 $(1,527)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 2,074 2,365
Minority interest 106 (179)
Loss on disposal of property and equipment --- 902
(Increase) decrease in
Accounts receivable (7,706) 956
Inventories (3,092) 1,997
Deferred tax asset 627 244
Prepaid expenses and other assets 20 (149)
Increase (decrease) in:
Accounts payable 6,343 682
Accrued liabilities (878) (558)
- ------------------------------------------------------------------------
Cash provided by operating activities: 338 4,733
- ------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of property and equipment (3,318) (931)
Net assets acquired from Gardiner (5,937) ---
Retirements of property and equipment 9 ---
- ------------------------------------------------------------------------
Cash provided by (used in) investing
activities: (9,246) (931)
- ------------------------------------------------------------------------
Cash flows from financing activities:
Addition (repayment) of term debt 1,054 (588)
Issuances of common stock 2,763 26
- ------------------------------------------------------------------------
Cash provided by (used in)
financing activities: 3,817 (562)
- ------------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents (5,091) 3,240
Cash and cash equivalents at beginning
of period 9,312 4,422
- ------------------------------------------------------------------------
Cash and cash equivalents at end of period $4,221 $7,662
- ------------------------------------------------------------------------
<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):
NOV. 27, FEB. 27,
1999 1999
- ------------------------------------------------------------------------
Raw materials $8,254 $2,441
Work in process 427 40
Finished goods 1,116 1,493
- ------------------------------------------------------------------------
$9,797 $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 nine months ended November 27, 1999 and November 28, 1998 (000's):
THREE MONTHS ENDED
----------------------
NOV. 27, NOV. 28,
1999 1998
--------- --------
Net income (loss) $1,585 $ (205)
Foreign currency translation adjustment (27) 61
--------- --------
Comprehensive income (loss) $1,558 $ (144)
========= ========
NINE MONTHS ENDED
----------------------
NOV. 27, NOV.28,
1999 1998
--------- --------
Net income (loss) $2,844 $(1,527)
Foreign currenty translation adjustment (102) 49
--------- --------
Comprehensive income (loss) $2,742 $(1,478)
========= ========
<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 NOVEMBER 27, 1999
------------------------------------
SATELLITE WIRELESS ANTENNA CORPORATE TOTAL
- -----------------------------------------------------------------------------
Sales $18,973 $5,302 $1,976 $ --- $26,251
Gross Profit 4,823 1,209 690 --- 6,720
Income (Loss)
from Operations 3,655 (6) 168 (1,213) 2,604
- -----------------------------------------------------------------------------
THREE MONTHS ENDED NOVEMBER 28, 1998
------------------------------------
SATELLITE WIRELESS ANTENNA CORPORATE TOTAL
- -----------------------------------------------------------------------------
Sales $ 3,479 $5,318 $ 884 $ --- $ 9,681
Gross Profit 1,224 1,327 225 --- 2,776
Income (Loss)
from Operations 533 140 (226) (866) (419)
- -----------------------------------------------------------------------------
NINE MONTHS ENDED NOVEMBER 27, 1999
-----------------------------------
SATELLITE WIRELESS ANTENNA CORPORATE TOTAL
- -----------------------------------------------------------------------------
Sales $39,004 $14,255 $ 4,660 $ --- $57,919
Gross Profit 10,819 3,365 1,694 --- 15,878
Income (Loss)
from Operations 7,452 128 294 (3,213) 4,661
- -----------------------------------------------------------------------------
NINE MONTHS ENDED NOVEMBER 28, 1998
-----------------------------------
SATELLITE WIRELESS ANTENNA CORPORATE TOTAL
- -----------------------------------------------------------------------------
Sales $ 8,780 $15,080 $ 3,203 $ --- $27,063
Gross Profit 2,758 3,767 983 --- 7,508
Income (Loss)
from Operations 533 (16) (459) (2,661) (2,603)
- -----------------------------------------------------------------------------
<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 $4.1 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 (in 000's except per share data):
9 MONTHS 9 MONTHS
NOVEMBER 27, 1999 NOVEMBER 28, 1998
- ------------------------------------------------------------------------
As Reported Pro Forma As Reported Pro Forma
----------- --------- ----------- ---------
Sales $57,919 $59,919 $27,063 $40,142
Net Income (Loss) $ 2,844 $ 3,004 $(1,527) $ (261)
Net Income (Loss)
Per Share Basic $ .24 $ .25 $ (.13) $ (.02)
Diluted $ .22 $ .23 $ (.13) $ (.02)
- ------------------------------------------------------------------------
Shares used
in per share
calculation Basic 11,939 11,939 11,774 11,774
Diluted 13,147 13,235 11,774 11,774
- ------------------------------------------------------------------------
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED NOVEMBER 27,1999 AND NOVEMBER 28, 1998
SALES
Sales increased by $16.6 million, from $9.7 million for the three months ended
November 28, 1998, to $26.3 million for the three months ended November 27,
1999. Sales of Satellite products increased $15.5 million from $3.5 million to
$19 million. Sales of Wireless Cable products decreased by $20,000 from $5.32
million to $5.30 million. Sales of Antenna products by Micro Pulse increased
$1.1 million from $884,000 to $2.0 million.
The increase in sales of Satellite Products resulted primarily from the
Company's entry into the U.S. DBS satellite television market as a result of its
acquisition of certain satellite television products from Gardiner
Communications in April 1999.
Sales of Wireless Products were relatively flat on a quarter-to-quarter
comparison. The international wireless cable analog video market continued to
decline as capital for subscriber expansion remains difficult to obtain for many
operators. Domestically and in Canada the Company continues to supply the major
Wireless Cable digital video systems, which offset some of the international
sales declines. In addition, the Company began to ship two-way transceivers to
certain customers in the U.S. who are initiating two-way Internet services to
businesses and consumers. The Company does not anticipate significant
improvement in Wireless product sales, however, until Sprint and MCI/WorldCom
finalize their fixed wireless access strategy.
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 PROFITS AND GROSS MARGINS
Gross profits increased from $2.8 million to $6.7 million. Gross margins
decreased from 28.7% to 25.6%. The increase in gross profit resulted from the
$16.6 million increase in sales. The decrease in gross margins from
period-to-period resulted primarily from a significant shift in sales mix toward
satellite products as a result of the Gardiner acquisition.
In addition, there was a sequential decrease in gross margins from 28.2% in the
second quarter of fiscal year 2000 as compared to 25.6% for the third quarter of
fiscal year 2000. This decrease was again a result of sales mix toward satellite
products, but was also attributable to additional manufacturing and expediting
costs, including overtime, and air freight to meet increased satellite product
demand, and initial start-up costs to increase capacity in the Company's
Camarillo facility. The Company expects these costs to continue in the fourth
quarter until the Company can better balance production between facilities, and
its suppliers can meet material schedule requirements. The Company is currently
on product allocation from certain of its suppliers, which is impacting the
Company's ability to optimize production and meet certain shipment deadlines.
OPERATING EXPENSES
Research and development expenses increased from $1.1 million to $1.4 million.
The increase resulted primarily from increased development costs, primarily
headcount and related costs, to meet increased new product design.
Selling expenses increased from $1.0 million to $1.4 million. The increase in
selling expense relates primarily to direct selling expenses such as headcount
and commissions, associated with the significant increase in sales.
General and administrative expenses increased from $1.0 million to $1.4 million.
The increase relates primarily to increased legal expenses relating to the class
action lawsuit, incentive bonus accruals because of the Company's return to
profitability, and the amortization of goodwill relating to the Gardiner
acquisition.
INCOME (LOSS) FROM OPERATIONS
Income (loss) from operations, for the reasons noted above, increased by $3.0
million from a loss of $419,000 to income of $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
statements of operations and the minority interest share of the (income) loss is
reflected as a single line item in the statements of operations.
(PROVISION FOR) BENEFIT FROM INCOME TAXES
The (provision for) benefit from income taxes the three months ended November
27, 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 $1.8 million from a
net loss of $205,000, to net income of $1.6 million.
<PAGE>
NINE MONTHS ENDED NOVEMBER 27, 1999 AND NOVEMBER 28, 1998
SALES
Sales increased by $30.8 million, from $27.1 million for the nine months ended
November 28, 1998, to $57.9 million for the nine months ended November 27, 1999.
Sales of Satellite products increased $30.2 million from $8.8 million to $39
million. Sales of Wireless Cable products decreased $825,000 from $15.1 million
to $14.3 million. Sales of Antenna products by Micro Pulse increased $1.5
million from $3.2 million to $4.7 million.
The increase in sales of Satellite Products resulted primarily from the
Company's entry into the U.S. DBS satellite television market as a result of its
acquisition of certain satellite television products from Gardiner
Communications in April 1999.
The decrease in the sale of Wireless Products resulted from continued softness
in both domestic and international Wireless Cable video 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 Company has offset some decline in
sales of Wireless Cable video equipment with shipments of two-way Internet
access products. The Company, however, does not anticipate Wireless access
products to increase until Sprint and MCI/WorldCom finalize their fixed wireless
access strategy.
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 PROFITS AND GROSS MARGINS
Gross profits increased by $8.4 million from $7.5 million to $15.9 million, and
gross margins decreased from 27.7% to 27.4%. The increase in gross profit
resulted from the $30.8 million increase in sales. When comparing periods, the
lack of improvement in gross margins with such a significant increase in sales
was primarily a result of a shift in sales mix toward satellite products, under
utilization of the Company's Camarillo facility, and excess costs incurred in
the Company's Texas facility (Gardiner), including expediting costs incurred in
the third quarter associated with the significant increase in satellite products
production.
OPERATING EXPENSES
Research and development expenses increased $281,000 from $3.6 million to $3.9
million. The increase resulted primarily from headcount additions and related
costs.
Selling expenses increased $254,000 from $3.5 million to $3.7 million. The
increase is primarily a result of increased selling related expenses associated
with the increase in sales offset by reductions in certain discretionary
marketing expenses.
General and Administrative expenses increased $570,000 from $3.0 million to $3.6
million. The increase relates primarily to increased legal expenses relating to
the class action lawsuit, incentive bonus accruals because of the Company's
return to profitability, and the amortization of goodwill relating to the
Gardiner acquisition.
INCOME (LOSS) FROM OPERATIONS
Income (loss) from operations, for the reasons outlined above, increased $7.3
million, from a loss of $2.6 million to income of $4.7 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
statements of operations and the minority interest share of the (income) loss is
reflected as a single line item in the statements of operations.
(PROVISION FOR) BENEFIT FROM INCOME TAXES
The (provision for) benefit from income taxes for the nine months of fiscal year
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)
For the reasons outlined above, net income (loss) increased from a net loss of
$1.5 million to net income of $2.8 million.
<PAGE>
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 November 27, 1999). As of November 27, 1999,
$1.5 million was outstanding under the credit facility. The credit facility
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
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. Upgrades to address certain date input issues
in the year 2000 are now available to customers on a fee basis. All current
shipments of MultiCipher system head-ends are year 2000 compliant.
The Company's internal operations were not significantly impacted by the Year
2000 century change. As of January 10, 2000 the Company had not been informed by
any customers or suppliers that the Year 2000 century change significantly
impacted their operations.
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, integrations of acquisitions, 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 March 21, 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
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 27,
1999.
<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, 2000 /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
NOVEMBER 27, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000730255
<NAME> Californi Amplifier, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-26-2000
<PERIOD-START> AUG-29-1999
<PERIOD-END> NOV-27-1999
<CASH> 4,221
<SECURITIES> 0
<RECEIVABLES> 12,994
<ALLOWANCES> 286
<INVENTORY> 9,797
<CURRENT-ASSETS> 28,201
<PP&E> 25,110
<DEPRECIATION> 16,531
<TOTAL-ASSETS> 41,418
<CURRENT-LIABILITIES> 14,764
<BONDS> 0
0
0
<COMMON> 122
<OTHER-SE> 24,648
<TOTAL-LIABILITY-AND-EQUITY> 41,418
<SALES> 57,919
<TOTAL-REVENUES> 57,919
<CGS> 42,042
<TOTAL-COSTS> 11,216
<OTHER-EXPENSES> 118
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 99
<INCOME-PRETAX> 4,444
<INCOME-TAX> 1,600
<INCOME-CONTINUING> 4,661
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,844
<EPS-BASIC> .24
<EPS-DILUTED> .22
</TABLE>
