CalAmp Corp. - Quarter Report: 2010 November (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 27, 2010
or
o | 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: 0-12182
CALAMP CORP.
(Exact name of Registrant as specified in its Charter)
Delaware | 95-3647070 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
1401 N. Rice Avenue | ||
Oxnard, California | 93030 | |
(Address of principal executive offices) | (Zip Code) |
(805) 987-9000
(Registrants telephone number, including area code)
(Registrants 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The number of shares outstanding of the registrants common stock as of December 31, 2010 was
28,145,485.
TABLE OF CONTENTS
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS |
CALAMP CORP.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except par value)
November 30, | February 28, | |||||||
2010 | 2010 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 4,251 | $ | 2,986 | ||||
Accounts receivable, less allowance for doubtful accounts of
$267 and $413 at November 30, 2010 and February 28, 2010,
respectively |
13,049 | 16,520 | ||||||
Inventories |
9,760 | 10,608 | ||||||
Deferred income tax assets |
2,161 | 2,656 | ||||||
Prepaid expenses and other current assets |
5,123 | 4,720 | ||||||
Total current assets |
34,344 | 37,490 | ||||||
Property, equipment and improvements, net of
accumulated depreciation and amortization |
1,927 | 2,055 | ||||||
Deferred income tax assets, less current portion |
9,686 | 10,017 | ||||||
Intangible assets, net |
4,287 | 5,144 | ||||||
Other assets |
1,803 | 2,247 | ||||||
$ | 52,047 | $ | 56,953 | |||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities: |
||||||||
Bank working capital line of credit |
$ | 7,299 | $ | 5,901 | ||||
Accounts payable |
12,257 | 16,186 | ||||||
Accrued payroll and employee benefits |
2,773 | 2,742 | ||||||
Deferred revenue |
5,050 | 4,740 | ||||||
Other current liabilities |
2,953 | 3,526 | ||||||
Total current liabilities |
30,332 | 33,095 | ||||||
Long-term debt |
4,387 | 4,170 | ||||||
Other non-current liabilities |
578 | 489 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Preferred stock, $.01 par value; 3,000 shares authorized;
no shares issued or outstanding |
| | ||||||
Common stock, $.01 par value; 40,000 shares authorized;
28,145 and 27,662 shares issued and outstanding
at November 30, 2010 and February 28, 2010, respectively |
281 | 277 | ||||||
Additional paid-in capital |
152,586 | 151,453 | ||||||
Accumulated deficit |
(135,251 | ) | (131,665 | ) | ||||
Accumulated other comprehensive loss |
(866 | ) | (866 | ) | ||||
Total stockholders equity |
16,750 | 19,199 | ||||||
$ | 52,047 | $ | 56,953 | |||||
See accompanying notes to consolidated financial statements.
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CALAMP CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share amounts)
(In thousands, except per share amounts)
Three Months Ended | Nine Months Ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Revenues |
$ | 29,553 | $ | 30,692 | $ | 85,389 | $ | 77,632 | ||||||||
Cost of revenues |
21,854 | 24,795 | 64,199 | 62,224 | ||||||||||||
Gross profit |
7,699 | 5,897 | 21,190 | 15,408 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
2,733 | 2,726 | 8,275 | 8,257 | ||||||||||||
Selling |
2,573 | 2,517 | 7,870 | 7,120 | ||||||||||||
General and administrative |
1,981 | 2,753 | 6,690 | 8,011 | ||||||||||||
Intangible asset amortization |
275 | 342 | 857 | 1,025 | ||||||||||||
Total operating expenses |
7,562 | 8,338 | 23,692 | 24,413 | ||||||||||||
Operating income (loss) |
137 | (2,441 | ) | (2,502 | ) | (9,005 | ) | |||||||||
Non-operating income (expense): |
||||||||||||||||
Interest expense, net |
(354 | ) | (243 | ) | (1,090 | ) | (622 | ) | ||||||||
Loss on sale of investment |
| | (1,008 | ) | ||||||||||||
Other income (expense), net |
38 | (9 | ) | 6 | (258 | ) | ||||||||||
Total non-operating expense |
(316 | ) | (252 | ) | (1,084 | ) | (1,888 | ) | ||||||||
Loss before income taxes |
(179 | ) | (2,693 | ) | (3,586 | ) | (10,893 | ) | ||||||||
Income tax benefit |
| 1,374 | | 1,374 | ||||||||||||
Net loss |
$ | (179 | ) | $ | (1,319 | ) | $ | (3,586 | ) | $ | (9,519 | ) | ||||
Basic and diluted loss per share |
$ | (0.01 | ) | $ | (0.05 | ) | $ | (0.13 | ) | $ | (0.38 | ) | ||||
Shares used in computing basic
and diluted loss per share |
27,321 | 25,015 | 27,133 | 24,931 |
See accompanying notes to consolidated financial statements.
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CALAMP CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
(In thousands)
Nine Months Ended | ||||||||
November 30, | ||||||||
2010 | 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | (3,586 | ) | $ | (9,519 | ) | ||
Adjustments to reconcile net loss
to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
1,860 | 1,906 | ||||||
Stock-based compensation expense |
1,559 | 1,416 | ||||||
Amortization of debt issue costs and discount |
402 | | ||||||
Loss on sale of investment |
| 1,008 | ||||||
Deferred tax assets, net |
807 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
3,471 | (739 | ) | |||||
Inventories |
848 | 3,588 | ||||||
Prepaid expenses and other assets |
(492 | ) | 587 | |||||
Accounts payable |
(3,929 | ) | 10,187 | |||||
Accrued liabilities |
(453 | ) | (4,519 | ) | ||||
Deferred revenue |
310 | 430 | ||||||
Other |
9 | 24 | ||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
806 | 4,369 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Capital expenditures |
(884 | ) | (835 | ) | ||||
Proceeds from sale of investment |
| 992 | ||||||
Collections on note receivable |
348 | 225 | ||||||
Other |
| (36 | ) | |||||
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES |
(536 | ) | 346 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net proceeds from bank line of credit borrowings |
1,398 | 1,650 | ||||||
Debt repayments |
| (8,808 | ) | |||||
Taxes paid related to net share settlement of vested equity awards |
(403 | ) | (123 | ) | ||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
995 | (7,281 | ) | |||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
| 168 | ||||||
Net change in cash and cash equivalents |
1,265 | (2,398 | ) | |||||
Cash and cash equivalents at beginning of period |
2,986 | 6,913 | ||||||
Cash and cash equivalents at end of period |
$ | 4,251 | $ | 4,515 | ||||
See accompanying notes to consolidated financial statements.
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CALAMP CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED NOVEMBER 30, 2010 AND 2009
NOTE 1 DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business and Basis of Presentation
CalAmp Corp. (CalAmp or the Company) develops and markets wireless communications
solutions that deliver data, voice and video for critical networked communications and other
applications. The Companys two business segments are Wireless DataCom, which serves utility,
governmental and enterprise customers, and Satellite, which focuses on the North American Direct
Broadcast Satellite market.
The Company uses a 52-53 week fiscal year ending on the Saturday closest to February 28, which
for fiscal 2010 fell on February 27, 2010. The actual interim periods presented in this Form 10-Q
ended on November 27, 2010 and November 28, 2009. In the accompanying unaudited consolidated
financial statements, the 2010 fiscal year end is shown as February 28 and the interim period end
for both years is shown as November 30 for clarity of presentation.
Certain notes and other information are condensed or omitted from the interim financial
statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements
should be read in conjunction with the Companys 2010 Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on May 6, 2010.
In the opinion of the Companys management, the accompanying unaudited consolidated financial
statements reflect all adjustments (consisting of normal recurring adjustments) considered
necessary to present fairly the Companys financial position at November 30, 2010 and its results
of operations for the three and nine months ended November 30, 2010 and 2009. The results of
operations for such periods are not necessarily indicative of results to be expected for the full
fiscal year.
All significant intercompany transactions and accounts have been eliminated in consolidation.
Certain amounts in the financial statements of the prior year have been reclassified to
conform to the fiscal 2011 presentation with no effect on net earnings.
Disclosures About Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of
financial instrument for which it is practicable to estimate:
Cash and cash equivalents, accounts receivable and accounts payable The carrying amount is
a reasonable estimate of fair value given the short maturity of these instruments.
Debt The estimated fair value of the Companys bank debt approximates the carrying value of
such debt because the interest rate is variable and is market-based. The estimated fair
value of the Companys 12% subordinated promissory notes due December 22, 2012 approximates
the carrying value of this debt, such carrying value consisting of the $5 million face amount
of the notes less a debt discount comprised of the unamortized fair value of the stock
purchase warrants that were issued with the notes.
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NOTE 2 INVENTORIES
Inventories consist of the following (in thousands):
November 30, | February 28, | |||||||
2010 | 2010 | |||||||
Raw materials |
$ | 8,334 | $ | 9,483 | ||||
Work in process |
99 | 209 | ||||||
Finished goods |
1,327 | 916 | ||||||
$ | 9,760 | $ | 10,608 | |||||
NOTE 3 INTANGIBLE ASSETS
Intangible assets are comprised as follows (in thousands):
November 30, 2010 | February 28, 2010 | |||||||||||||||||||||||||||
Accum- | Accum- | |||||||||||||||||||||||||||
Gross | ulated | Gross | ulated | |||||||||||||||||||||||||
Amortization | Carrying | Amortiz- | Carrying | Amortiz- | ||||||||||||||||||||||||
Period | Amount | ation | Net | Amount | ation | Net | ||||||||||||||||||||||
Developed/core
technology |
5-7 years | $ | 3,101 | $ | 1,607 | $ | 1,494 | $ | 3,101 | $ | 1,054 | $ | 2,047 | |||||||||||||||
Customer lists |
5-7 years | 1,339 | 744 | 595 | 1,339 | 475 | 864 | |||||||||||||||||||||
Covenants not to compete |
4-5 years | 138 | 96 | 42 | 138 | 66 | 72 | |||||||||||||||||||||
Patents |
4-5 years | 39 | 13 | 26 | 39 | 8 | 31 | |||||||||||||||||||||
Tradename |
Indefinite | 2,130 | | 2,130 | 2,130 | | 2,130 | |||||||||||||||||||||
$ | 6,747 | $ | 2,460 | $ | 4,287 | $ | 6,747 | $ | 1,603 | $ | 5,144 | |||||||||||||||||
Amortization expense of intangible assets was $275,000 and $342,000 for the three months
ended November 30, 2010 and 2009, respectively, and was $857,000 and $1,025,000 for the nine-month
periods then ended. All intangible asset amortization expense was attributable to the Wireless
DataCom business.
Estimated future amortization expense for the fiscal years ending February 28 is as follows
(in thousands):
2011 (remainder) |
$ | 276 | ||
2012 |
$ | 973 | ||
2013 |
$ | 749 | ||
2014 |
$ | 159 |
NOTE 4 FINANCING ARRANGEMENTS
Bank Working Capital Line of Credit
On December 22, 2009, the Company entered into a Loan and Security Agreement (the Loan
Agreement) with Square 1 Bank. This revolving credit facility has a two-year term and provides
for borrowings up to the lesser of $12 million or 85% of the Companys eligible accounts
receivable. Outstanding borrowings under this facility bear interest at Square 1 Banks prime rate
plus 2.0%, subject to minimum interest of 6.0% per annum or $20,000 per month, whichever is
greater. Interest is payable on the last day of each calendar month. Outstanding borrowings on
the revolver at November 30, 2010 and February 28, 2010 amounted to $7,299,000 and
$5,901,000, respectively. At November 30, 2010 and February 28, 2010, the effective interest
rate on the revolver was 6.0%.
The Loan Agreement contains a financial covenant that requires the Company to maintain minimum
levels of earnings before interest, income taxes, depreciation, amortization and other noncash
charges (EBITDA) on a rolling six-month basis. The Loan Agreement also provides for a number of
customary events of default, including a provision that a material adverse change constitutes an
event of default that permits the lender, at its option, to accelerate the loan. Among other
provisions, the Loan Agreement requires a lock-box and cash collateral account whereby cash
remittances from the Companys customers are directed to the cash collateral account and which
amounts are applied to reduce the revolving loan principal balance. Borrowings under the Loan
Agreement are secured by substantially all of the assets of the Company and its domestic
subsidiaries. The Company is in compliance with the EBITDA covenant at November 30, 2010. In
December 2010, the Loan Agreement was amended to set new minimum EBITDA levels for the covenant for
the period from December 2010 through February 2012.
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Long-Term Debt
Long-term debt is comprised of the following (in thousands):
November 30, | February 28, | |||||||
2010 | 2010 | |||||||
Subordinated promissory notes due December
22, 2012 |
$ | 5,000 | $ | 5,000 | ||||
Less unamortized discount |
(613 | ) | (830 | ) | ||||
$ | 4,387 | $ | 4,170 | |||||
On December 22, 2009 and January 15, 2010, the Company raised a total of $5,000,000 from the
issuance of subordinated debt (the Subordinated Notes), including $325,000 of Subordinated Notes
that were sold to three investors affiliated with the Company. The Subordinated Notes bear
interest at 12% per annum and have a maturity date of December 22, 2012. Interest is payable
semiannually on the last banking day of June and December, and all Subordinated Note principal is
payable at the maturity date. The discount on long-term debt represents the unamortized fair value
of the warrants issued to the holders of the promissory notes in the original amount of $870,000.
The fair value was estimated using the Black-Scholes option pricing model. This discount is being
amortized on a straight-line basis to interest expense over the three-year term of the Subordinated
Notes.
The Company also incurred debt issue costs of $543,000 on the Square 1 Bank credit facility
and the Subordinated Notes. These costs are being amortized on a straight-line basis to interest
expense over an average period of approximately 2.8 years. These debt issue costs, net of
amortization, are included in Other Assets in the consolidated balance sheets at November 30, 2010
and February 28, 2010.
NOTE 5 INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences between the
carrying amount of assets and liabilities for financial reporting purposes and for income tax
purposes. A deferred income tax asset is recognized if realization of such asset is more likely
than not, based upon the weight of available evidence that includes historical operating
performance and the Companys forecast of future operating performance. The Company evaluates the
realizability of its deferred income tax assets and a valuation allowance is provided, as
necessary. During this evaluation, the Company reviews its forecasts of income in conjunction with
the positive and negative evidence surrounding the realizability of its deferred income tax assets
to determine if a valuation allowance is needed.
In fiscal 2008, the Company adopted the provisions of ASC 740, Income Taxes (formerly FIN 48,
Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement No. 109) (ASC
740), which clarifies the accounting for income taxes by prescribing a minimum recognition
threshold that a tax position is required to meet before being recognized in the financial
statements. ASC 740 also provides guidance on derecognition, measurement, classification, interest
and penalties, accounting in interim periods, disclosure and transition. Management determined
based on its evaluation of the Companys income tax positions that it has one
uncertain tax position relating to federal research and development (R&D) tax credits of
$1.3 million at November 30, 2010 and February 28, 2010 for which the Company has not recognized an
income tax benefit for financial reporting purposes. Assuming these tax benefits were recognized
at the present time, such amount would be offset by an equal increase in the deferred income tax
valuation allowance because the Company has recorded a full valuation allowance against its
recognized federal R&D tax credits due to uncertainty as to future realization. The fully reserved
recognized federal R&D tax credit balance as of November 30, 2010 and February 28, 2010 was $2.5
million.
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The Company files income tax returns in the U.S. federal jurisdiction, various states and
foreign jurisdictions. Income tax returns filed for fiscal years 2005 and earlier are not subject
to examination by U.S. federal and state tax authorities. Certain income tax returns for fiscal
years 2006 through 2010 remain open to examination by U.S federal and state tax authorities. The
income tax returns filed by the Companys French subsidiary for fiscal years 2004 through 2007 are
currently being examined by French tax authorities. Certain income tax returns for fiscal years
2007 through 2010 remain open to examination by Canada federal and Quebec provincial tax
authorities. The Company believes that it has made adequate provision for all income tax
obligations pertaining to these open tax years.
At November 30, 2010, the Company had net deferred income tax assets of $11,847,000. The
current portion of the deferred tax assets is $2,161,000 and the noncurrent portion is $9,686,000.
The net deferred income tax asset balance is comprised of gross deferred tax assets of $53.9
million and a valuation allowance of $42.1 million.
In August 2010, the Company received $807,000 as a recovery of U.S. federal income taxes paid
in the five years preceding its fiscal year 2008. The Worker, Homeownership, and Business
Assistance Act of 2009 (WHBAA) provided for a Net Operating Loss (NOL) carryback of up to five
years for NOLs incurred in taxable years beginning or ending in either 2008 or 2009 (but not both).
The carryback provision also qualified for Alternative Minimum Tax (AMT). Use of an AMT NOL is
limited to 90% of alternative minimum taxable income; however, the WHBAA legislation suspended the
90% limitation on the use of any AMT NOL for the carryback period. Approximately 75% of the
$807,000 tax refund relates to federal AMT paid in prior years, and the remainder represents
regular federal taxes paid. The $807,000 tax refund was recorded as a reduction of deferred income
tax assets.
No tax benefit was recorded during the three and nine-month periods ended November 30, 2010
because the future realizability of such benefit was not considered to be more likely than not.
The tax benefit of $1.4 million recognized in the statement of operations for the three- and
nine-month periods ended November 30, 2009 was related to the reversal of an uncertain tax position
which was resolved. This uncertain tax position reversal was recorded as an income tax benefit
because the benefit had been recognized in the applicable income tax returns but had not previously
been recognized in the consolidated statement of operations. No other tax benefit was recorded for
the three- and nine-month periods ended November 30, 2009 because future realizability of such
benefit was not considered to be more likely than not.
NOTE 6 EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding during the period.
Diluted earnings per share reflects the potential dilution, using the treasury stock method, that
could occur if securities or other contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then shared in the earnings of the
Company. In computing diluted earnings per share, the treasury stock method assumes that
outstanding stock options and warrants are exercised and the proceeds are used to purchase common
stock at the average market price during the period. Options and warrants will have a dilutive
effect under the treasury stock method only when the Company reports net income and the average
market price of the common stock during the period exceeds the exercise price of the options.
The weighted average number of common shares outstanding was the same amount for both basic
and diluted loss per share for all periods presented. Potentially dilutive securities outstanding
in the amount of 5,043,000 and 4,261,000 at November 30, 2010 and 2009, respectively, were excluded
from the computation of diluted earnings per share because the Company reported a net loss in these
periods and the effect of inclusion
would be antidilutive (i.e., including such securities would result in a lower loss per
share). These potentially dilutive securities consist of options, warrants, restricted stock, and
restricted stock units (RSUs).
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NOTE 7 COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is defined as the total of net income (loss) and all non-owner
changes in stockholders equity. The following table details the components of comprehensive loss
for the three and nine months ended November 30, 2010 and 2009 (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net loss |
$ | (179 | ) | $ | (1,319 | ) | $ | (3,586 | ) | $ | (9,519 | ) | ||||
Foreign currency
translation
adjustments |
| (20 | ) | | 276 | |||||||||||
Comprehensive loss |
$ | (179 | ) | $ | (1,339 | ) | $ | (3,586 | ) | $ | (9,243 | ) | ||||
NOTE 8 STOCK-BASED COMPENSATION
Stock-based compensation expense is included in the following captions of the unaudited
consolidated statements of operations (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
November 30, | November 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Cost of revenues |
$ | 40 | $ | 55 | $ | 113 | $ | 103 | ||||||||
Research and development |
93 | 85 | 246 | 210 | ||||||||||||
Selling |
55 | 39 | 155 | 90 | ||||||||||||
General and administrative |
367 | 379 | 1,045 | 1,013 | ||||||||||||
$ | 555 | $ | 558 | $ | 1,559 | $ | 1,416 | |||||||||
Changes in the Companys outstanding stock options during the nine months ended November 30,
2010 were as follows:
Number of | Weighted | |||||||
Options | Average | |||||||
(in 000s) | Option Price | |||||||
Outstanding at February 28, 2010 |
2,023 | $ | 5.82 | |||||
Granted |
186 | 2.34 | ||||||
Exercised |
| | ||||||
Forfeited or expired |
(91 | ) | 20.23 | |||||
Outstanding at November 30, 2010 |
2,118 | $ | 4.90 | |||||
Exercisable at November 30, 2010 |
1,367 | $ | 6.37 | |||||
Changes in the Companys restricted stock shares and RSUs during the nine months ended
November 30, 2010 were as follows:
Number of | Weighted | |||||||
Shares | Average Grant | |||||||
and RSUs | Date Fair | |||||||
(in 000s) | Value | |||||||
Outstanding at February 28, 2010 |
1,784 | $ | 2.06 | |||||
Granted |
863 | 2.34 | ||||||
Vested |
(542 | ) | 2.14 | |||||
Forfeited |
(50 | ) | 1.78 | |||||
Outstanding at November 30, 2010 |
2,055 | $ | 2.16 | |||||
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During the nine months ended November 30, 2010, the Company retained 169,118 of the vested
restricted stock shares and RSUs to cover the required amount of employee withholding taxes in the
amount of $403,000.
As of November 30, 2010, there was $4.5 million of total unrecognized stock-based compensation
cost related to nonvested stock options, restricted stock and RSUs. That cost is expected to be
recognized as an expense over a weighted-average remaining vesting period of 2.8 years.
NOTE 9 CONCENTRATION OF RISK
Because the Company sells into markets dominated by a few large service providers, a
significant percentage of consolidated revenues and consolidated accounts receivable relate to a
small number of customers. One customer of the Companys Satellite business unit accounted for 28%
and 55%, respectively, of consolidated revenues for the quarters ended November 30, 2010 and 2009,
respectively, and accounted for 35% and 46% of consolidated revenues for the nine-month periods
then ended. This customer also accounted for 14% and 48% of consolidated net accounts receivable
at November 30, 2010 and February 28, 2010, respectively. No other customer accounted for 10% or
more of consolidated revenues for the three and nine months ended November 30, 2010 or 2009.
Some of the Companys components, assemblies and electronic manufacturing services are
purchased from sole source suppliers. One supplier, which functions as an independent foreign
procurement agent, accounted for approximately 50% of the Companys total inventory purchases in
the nine months ended November 30, 2010 and 2009. At November 30, 2010, this supplier accounted
for 59% of the Companys total accounts payable balance.
NOTE 10 PRODUCT WARRANTIES
The Company generally warrants its products against defects over periods ranging from 3 to 24
months. An accrual for estimated future costs relating to products returned under warranty is
recorded as an expense when products are shipped. At the end of each quarter, the Company adjusts
its liability for warranty claims based on its actual warranty claims experience as a percentage of
revenues for the preceding three years and also considers the impact of the known operational
issues that may have a greater impact than historical trends. Accrued warranty costs are included
in Other Current Liabilities in the consolidated balance sheets at November 30, 2010 and February
28, 2010. Activity in the accrued warranty costs liability for the nine months ended November 30,
2010 and 2009 is as follows (in thousands):
Nine Months Ended | ||||||||
November 30, | ||||||||
2010 | 2009 | |||||||
Balance at beginning of period |
$ | 1,231 | $ | 3,286 | ||||
Charged to warranty expense |
650 | 397 | ||||||
Deductions |
(1,060 | ) | (1,684 | ) | ||||
Balance at end of period |
$ | 821 | $ | 1,999 | ||||
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NOTE 11 OTHER FINANCIAL INFORMATION
Supplemental Cash Flow Information
Net cash provided by operating activities in the unaudited consolidated statements of cash
flows includes interest paid and income tax refunds received as follows (in thousands):
Nine Months Ended | ||||||||
November 30, | ||||||||
2010 | 2009 | |||||||
Interest paid |
$ | 665 | $ | 531 | ||||
Income tax refunds received, net |
$ | (806 | ) | $ | (5 | ) |
Other Non-Current Liabilities
Other non-current liabilities consist of the following (in thousands):
November 30, | February 28, | |||||||
2010 | 2010 | |||||||
Deferred rent |
$ | 17 | $ | 88 | ||||
Deferred revenue |
561 | 401 | ||||||
$ | 578 | $ | 489 | |||||
NOTE 12 SEGMENT INFORMATION
Segment information for the three and nine months ended November 30, 2010 and 2009 is as
follows (dollars in thousands):
Three Months Ended November 30, 2010 | Three Months Ended November 30, 2009 | |||||||||||||||||||||||||||||||
Operating Segments | Operating Segments | |||||||||||||||||||||||||||||||
Wireless | Wireless | |||||||||||||||||||||||||||||||
Satellite | DataCom | Corporate | Total | Satellite | DataCom | Corporate | Total | |||||||||||||||||||||||||
Revenues |
$ | 8,373 | $ | 21,180 | $ | 29,553 | $ | 16,802 | $ | 13,890 | $ | 30,692 | ||||||||||||||||||||
Gross profit |
$ | 191 | $ | 7,508 | $ | 7,699 | $ | 1,647 | $ | 4,250 | $ | 5,897 | ||||||||||||||||||||
Gross margin |
2.3 | % | 35.4 | % | 26.1 | % | 9.8 | % | 30.6 | % | 19.2 | % | ||||||||||||||||||||
Operating income
(loss) |
$ | (762 | ) | $ | 1,935 | $ | (1,036 | ) | $ | 137 | $ | 494 | $ | (1,848 | ) | $ | (1,087 | ) | $ | (2,441 | ) |
Nine Months Ended November 30, 2010 | Nine Months Ended November 30, 2009 | |||||||||||||||||||||||||||||||
Operating Segments | Operating Segments | |||||||||||||||||||||||||||||||
Wireless | Wireless | |||||||||||||||||||||||||||||||
Satellite | DataCom | Corporate | Total | Satellite | DataCom | Corporate | Total | |||||||||||||||||||||||||
Revenues |
$ | 30,316 | $ | 55,073 | $ | 85,389 | $ | 36,015 | $ | 41,617 | $ | 77,632 | ||||||||||||||||||||
Gross profit |
$ | 2,129 | $ | 19,061 | $ | 21,190 | $ | 2,405 | $ | 13,003 | $ | 15,408 | ||||||||||||||||||||
Gross margin |
7.0 | % | 34.6 | % | 24.8 | % | 6.7 | % | 31.2 | % | 19.8 | % | ||||||||||||||||||||
Operating income
(loss) |
$ | (1,001 | ) | $ | 2,046 | $ | (3,547 | ) | $ | (2,502 | ) | $ | (851 | ) | $ | (4,791 | ) | $ | (3,363 | ) | $ | (9,005 | ) |
The Company considers operating income (loss) to be the primary measure of profit or loss
of its business segments. The amount shown for each period in the Corporate column above for
operating income (loss) consists of corporate expenses not allocated to the business segments.
Unallocated corporate expenses include salaries and benefits of all executive officers and
corporate expenses such as audit fees, investor relations, stock listing fees, director and officer
liability insurance, and director fees and expenses.
Corporate expenses include stock-based compensation expense of $312,000 and $263,000 in the
three-month periods ended November 30, 2010 and 2009, respectively, and $897,000 and $704,000,
respectively, in the nine-month periods then ended.
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NOTE 13 COMMITMENTS AND CONTINGENCIES
DBS Product Field Performance Issues
During 2007 a product performance issue arose involving certain DBS equipment manufactured by
the Company for a certain customer. After examining the various component parts used in the
manufacture of these products, it was determined by the Company that the performance issue was the
result of a deterioration of the printed circuit board (PCB) laminate material used in these
products. In fiscal 2008, the Company recorded a charge of $17.9 million for this matter. In
addition to returning product, in May 2007 this DBS customer put on hold all orders for CalAmp
products, including newer generation products, pending the requalification of all products
manufactured by the Company for this customer. In December 2007, the Company entered into a
settlement agreement with this customer. Under the terms of the settlement agreement, the Company
agreed to rework certain DBS products returned by the customer through March 14, 2009. The Company
also agreed to provide extended warranty periods for workmanship (18 months) and product failures
due to the issue with the PCB laminate material (36 months). In January 2008, the customer
requalified CalAmps designs for the affected products and in May 2008 the Company resumed product
shipments to this customer.
At November 30, 2010, the Company has aggregate remaining reserves of $1.3 million for this
matter, of which $0.5 million is an inventory reserve, $0.4 million is a vendor commitment
liability included in Other Current Liabilities, and the remaining $0.4 million is a reserve for
accrued warranty costs that is also included in Other Current Liabilities. The Company believes
that its reserves as of November 30, 2010 of $1.3 million will be adequate to cover the full
resolution of this matter.
Legal Proceedings
The Company from time to time is a party, either as plaintiff or defendant, to various legal
proceedings and claims that arise in the ordinary course of business. While the outcome of these
claims cannot be predicted with certainty, management does not believe that the outcome of any of
these legal matters will have a material adverse effect on the Companys consolidated financial
position or results of operations.
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS |
The Companys discussion and analysis of its financial condition and results of operations are
based upon the Companys consolidated financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America. The preparation of
these financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of sales and expenses during the
reporting periods. Actual results could differ materially from these estimates. The critical
accounting policies listed below affect the Companys more significant accounting judgments and
estimates used in the preparation of the consolidated financial statements. These policies are
described in greater detail in Managements Discussion and Analysis (MD&A) under Part II, Item 7
of the Companys Annual Report on Form 10-K for the year ended February 28, 2010 as filed with the
Securities and Exchange Commission on May 6, 2010 and include the following areas:
| Allowance for doubtful accounts; |
||
| Inventory write-downs; |
||
| Product warranties; |
||
| Deferred income tax and uncertain tax position; |
||
| Impairment assessments of purchased intangible assets and other long-lived assets; |
||
| Stock-based compensation expense; and |
||
| Revenue recognition. |
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RESULTS OF OPERATIONS
Overview
The Company develops and markets wireless communications solutions that deliver data, voice
and video for critical networked communications and other applications. The Companys two business
segments are Wireless DataCom, which serves utility, governmental and enterprise customers, and
Satellite, which focuses on the North American Direct Broadcast Satellite (DBS) market.
WIRELESS DATACOM
The Wireless DataCom segment provides wireless communications technologies, products and
services to the wireless networks and mobile resource management markets for a wide range of
applications. CalAmp has expertise in designing and providing applications involving various
combinations of private and public (cellular infrastructure) networks, narrow-band and broad-band
frequencies, licensed and unlicensed radio spectrum, and mobile and fixed-remote communications.
The Companys Wireless DataCom segment is comprised of Wireless Networks and Mobile Resource
Management (MRM) product lines.
SATELLITE
The Companys DBS reception products have historically been sold to the two U.S. DBS system
operators, EchoStar and DirecTV, for incorporation into complete subscription satellite television
systems. However, during fiscal 2010 and the nine months ended November 30, 2010 the Company did
not sell any products to DirecTV due to pricing and competitive pressures on older generation
products and the time required to get the next generation products qualified with this customer.
Operating Results by Business Segment
The Companys revenue, gross profit and operating loss by business segment are as follows:
REVENUE BY SEGMENT
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||||||
% of | % of | % of | % of | |||||||||||||||||||||||||||||
$000s | Total | $000s | Total | $000s | Total | $000s | Total | |||||||||||||||||||||||||
Segment |
||||||||||||||||||||||||||||||||
Satellite |
$ | 8,373 | 28.3 | % | $ | 16,802 | 54.7 | % | $ | 30,316 | 35.5 | % | $ | 36,015 | 46.4 | % | ||||||||||||||||
Wireless DataCom |
21,180 | 71.7 | % | 13,890 | 45.3 | % | 55,073 | 64.5 | % | 41,617 | 53.6 | % | ||||||||||||||||||||
Total |
$ | 29,553 | 100.0 | % | $ | 30,692 | 100.0 | % | $ | 85,389 | 100.0 | % | $ | 77,632 | 100.0 | % | ||||||||||||||||
GROSS PROFIT BY SEGMENT
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||||||
% of | % of | % of | % of | |||||||||||||||||||||||||||||
$000s | Total | $000s | Total | $000s | Total | $000s | Total | |||||||||||||||||||||||||
Segment |
||||||||||||||||||||||||||||||||
Satellite |
$ | 191 | 2.5 | % | $ | 1,647 | 27.9 | % | $ | 2,129 | 10.0 | % | $ | 2,405 | 15.6 | % | ||||||||||||||||
Wireless DataCom |
7,508 | 97.5 | % | 4,250 | 72.1 | % | 19,061 | 90.0 | % | 13,003 | 84.4 | % | ||||||||||||||||||||
Total |
$ | 7,699 | 100.0 | % | $ | 5,897 | 100.0 | % | $ | 21,190 | 100.0 | % | $ | 15,408 | 100.0 | % | ||||||||||||||||
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OPERATING INCOME (LOSS) BY SEGMENT
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||||||
% of | % of | % of | % of | |||||||||||||||||||||||||||||
Total | Total | Total | Total | |||||||||||||||||||||||||||||
$000s | Revenue | $000s | Revenue | $000s | Revenue | $000s | Revenue | |||||||||||||||||||||||||
Segment |
||||||||||||||||||||||||||||||||
Satellite |
$ | (762 | ) | (2.6 | %) | $ | 494 | 1.6 | % | $ | (1,001 | ) | (1.2 | %) | $ | (851 | ) | (1.1 | %) | |||||||||||||
Wireless DataCom |
1,935 | 6.5 | % | (1,848 | ) | (6.0 | %) | 2,046 | 2.4 | % | (4,791 | ) | (6.2 | %) | ||||||||||||||||||
Corporate expenses |
(1,036 | ) | (3.5 | %) | (1,087 | ) | (3.5 | %) | (3,547 | ) | (4.2 | %) | (3,363 | ) | (4.3 | %) | ||||||||||||||||
Total |
$ | 137 | 0.4 | % | $ | (2,441 | ) | (7.9 | %) | $ | (2,502 | ) | (3.0 | %) | $ | (9,005 | ) | (11.6 | %) | |||||||||||||
Revenue
Satellite revenue decreased 50% to $8.4 million in the three months ended November 30, 2010
from $16.8 million for the same period in the previous fiscal year because of reduced demand for
the older generation products that the Company is currently producing. The Company is working
closely with its two DBS customers to develop and launch new products that address their expected
future requirements.
For the nine months ended November 30, 2010, Satellite revenue decreased 16% to $30.3 million
from $36.0 million for the same period of the prior year due to the reason cited above.
Wireless DataCom revenue increased by $7.3 million, or 53%, to $21.2 million in the third
quarter of fiscal 2011 compared to the fiscal 2010 third quarter. For the nine months ended
November 30, 2010, Wireless DataCom revenue increased by $13.5 million, or 32%, to $55.1 million
compared to the same period of the prior year. These revenue increases were predominantly related
to the MRM product line and were attributable to the addition of new customers and growth in orders
from existing customers.
Gross Profit and Gross Margins
Satellite gross profit declined by $1.5 million to $191,000 in the fiscal 2011 third quarter
compared to the third quarter of last year. Satellites gross margin decreased to 2.3% in the
latest quarter from 9.8% in the third quarter of fiscal 2010 due primarily to lower absorption of
fixed costs on lower revenue.
The Satellite segment had gross profit of $2.1 million for the nine months ended November 30,
2010, compared with gross profit of $2.4 million for the same period last year. The decrease in
gross profit is primarily attributable to the decrease in revenue. Satellite gross margin was 7.0%
for the nine months ended November 30, 2010, compared to 6.7% for the same period last year.
Gross profit and gross margin for the nine months ended November 30, 2010 were benefited by (i)
$717,000 associated with the sale of Satellite products for which the
inventory cost had been written off in a prior year and a partial reversal of a vendor
commitment liability due to consumption of materials; and (ii) royalty income of $200,000 that had
no corresponding cost of revenue.
Wireless DataCom gross profit increased by $3.2 million to $7.5 million in the fiscal 2011
third quarter compared to $4.3 million in the third quarter of last year. Wireless DataComs gross
margin improved to 35.4% in the third quarter of fiscal 2011 from 30.6% in the third quarter of
fiscal 2010 due primarily to increased absorption of fixed manufacturing costs on higher revenue.
Wireless DataCom gross profit increased 47% to $19.1 million in the nine months ended November
30, 2010, compared to $13.0 million for the same period of the prior year. Wireless DataCom gross
margin increased from 31.2% in the nine month period of fiscal 2010 to 34.6% in the same period of
fiscal 2011 due primarily to higher revenue.
See Note 12 to the accompanying unaudited consolidated financial statements for additional
operating data by business segment.
Operating Expenses
Consolidated research and development (R&D) expense was $2.7 million for both of the third
quarters of fiscal 2011 and fiscal 2010, and was $8.3 million for both of the nine-month
year-to-date periods.
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Consolidated selling expense was $2.5 million for both of the third quarters of fiscal 2011
and 2010. For the nine-month year-to-date periods, selling expenses increased by $750,000 from
$7,120,000 last year to $7,870,000 this year. The year-over-year increase is due primarily to
higher incentive and commission expense on the higher Wireless DataCom revenue level, increased
salaries expense and higher travel expenses.
Consolidated general and administrative (G&A) expense declined by $772,000 to $1,981,000 in
the third quarter of this year compared to the prior year. For the nine-month periods,
consolidated G&A expense decreased by $1.3 million to $6.7 million for fiscal 2011 from $8.0
million last year. Legal expense was $490,000 lower during the third quarter of this year compared
to the same period of the prior year due in part to a $230,000 indemnification settlement entered
into with another company involving legal defense costs. Also contributing to the decrease in G&A
expense were lower payroll costs due to workforce reductions and other cost cutting actions
implemented by the Company.
Amortization of intangibles decreased from $342,000 in the third quarter of last year to
$275,000 in the third quarter of this year. The reduction is attributable to some intangible
assets becoming fully amortized during the nine-month period of this year. For the nine-month
periods, amortization of intangibles decreased to $857,000 from $1,025,000 last year.
Non-operating Expense, Net
Non-operating expense increased $64,000 from the third quarter of last year to the third
quarter of this year. This increase was primarily due to an increase in net interest expense of
$111,000, partially offset by an increase in foreign currency gain of $47,000. The higher interest
expense in the third quarter of this year was attributable to the higher effective interest rate on
the Companys borrowings due to the 6% minimum interest on the bank revolving credit facility and
the 12% interest on the Subordinated Notes, as well as interest expense from amortization of debt
issue costs and debt discount as discussed in Note 4 to the accompanying unaudited consolidated
financial statements.
Non-operating expense was $1,084,000 in the nine months ended November 30, 2010, compared to
non-operating expense of $1,888,000 in the nine months ended November 30, 2009. The decrease was
due primarily to a loss of $1.0 million on the sale of an investment in the preferred stock of a
privately held company last year and the $251,000 reduction of foreign currency losses from
$255,000 last year to $4,000 this year, partially offset by an increase in net interest expense of
$468,000. The increase in net interest expense was due to the reasons cited above.
Income Tax Provision
There was no tax benefit recorded during the three and nine months ended November 30, 2010
because future realizability of such benefit was not considered to be more likely than not. The
tax benefit of $1.4 million recognized in the statements of operations for the three and nine month
periods ended November 30, 2009 was related to the reversal of an uncertain tax position which was
resolved. This uncertain tax position reversal was recorded as an income tax benefit because the
benefit had been recognized in the applicable income tax returns but had not previously been
recognized in the consolidated statement of operations. No other tax benefit was recorded for
three and nine month periods ended November 30, 2009 because future realizability of such benefit
was not considered to be more likely than not.
LIQUIDITY AND CAPITAL RESOURCES
The Companys primary sources of liquidity are its cash and cash equivalents, which amounted
to $4,251,000 at November 30, 2010, and the working capital line of credit with Square 1 Bank.
During the nine months ended November 30, 2010, cash and cash equivalents increased by $1,265,000.
Cash was provided by operations in the amount of $806,000, net borrowings on the bank line of
credit of $1,398,000 and collections on a note receivable of $348,000, partially offset by capital
expenditures of $884,000 and employee withholding taxes paid related to net share settlement of
vested equity awards of $403,000.
On December 22, 2009, the Company entered into a Loan and Security Agreement (the Loan
Agreement) with Square 1 Bank. This revolving credit facility has a two-year term and provides
for borrowings up to the lesser of $12 million or 85% of the Companys eligible accounts
receivable. Outstanding borrowings under this facility bear interest at Square 1 Banks prime rate
plus 2.0%, subject to minimum interest of 6.0% per annum or $20,000 per month, whichever is
greater. Interest is payable on the last day of each calendar month. At November 30, 2010, the
Company had outstanding borrowings under this facility of $7,299,000, and the amount available to
borrow at that date amounted to $1,984,000. At November 30, 2010 and February 28, 2010, the
effective interest rate on the revolver was 6.0%.
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The Loan Agreement contains a financial covenant that requires the Company to maintain minimum
levels of earnings before interest, income taxes, depreciation, amortization and other noncash
charges (EBITDA). The Loan Agreement also provides for a number of customary events of default,
including a provision that a material adverse change constitutes an event of default that permits
the lender, at its option, to accelerate the loan. Among other provisions, the Loan Agreement
requires a lock-box and cash collateral account whereby cash remittances from the Companys
customers are directed to the cash collateral account and which amounts are applied to reduce the
revolving loan principal balance. Borrowings under the Loan Agreement are secured by substantially
all of the assets of the Company and its domestic subsidiaries. The Company is in compliance with
the EBITDA covenant at November 30, 2010. In December 2010, the Loan Agreement was amended to set
new minimum EBITDA levels for the covenant for the period from December 2010 through February 2012.
On December 22, 2009 and January 15, 2010, the Company raised a total of $5,000,000 from the
issuance of subordinated debt (the Subordinated Notes), including $325,000 of Subordinated Notes
that were sold to three investors affiliated with the Company. The Subordinated Notes bear
interest at 12% per annum and have a maturity date of December 22, 2012. Interest is payable
semiannually on the last day of June and December, and all Subordinated Note principal is payable
at the maturity date.
At November 30, 2010 the Company had aggregate reserves of $1.3 million for a DBS product
performance issue as described in Note 13 to the accompanying unaudited consolidated financial
statements. While the Company believes that these reserves will be adequate to cover the remaining
product rework costs under the settlement agreement reached with the particular customer and vendor
commitment liabilities for materials not expected to be utilizable in the future, no assurances can
be given that the ultimate costs will not materially increase from the current estimates.
Substantially all of the cash impact of these reserves is anticipated to occur over the next 12
months.
FORWARD-LOOKING STATEMENTS
Forward-looking statements in this Form 10-Q which include, without limitation, statements
relating to the Companys 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 may, will, could, plans, intends, seeks, believes,
anticipates, expects, estimates, judgment, goal, and variations of these words and
similar expressions, are intended to identify forward-looking statements. These forward-looking
statements reflect the Companys current views with respect to future events and financial
performance and are subject to certain risks and uncertainties, including, without limitation,
product demand, market growth, competitive pressures and pricing declines in the Companys
Satellite and Wireless markets, supplier constraints, manufacturing yields, the length and extent
of the global economic downturn that has and may continue to adversely affect the Companys
business, and other risks and uncertainties that are set forth under the caption Risk Factors in
Part I, Item 1A of the Annual Report on Form 10-K for the year ended February 28, 2010 as filed
with the Securities and Exchange Commission on May 6, 2010. Such risks and uncertainties could
cause actual results to differ materially from historical or anticipated results. 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.
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Table of Contents
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Foreign Currency Risk
The Company operates internationally, giving rise to exposure to market risks from changes in
foreign exchange rates. A cumulative foreign currency translation loss of $866,000 related to the
Companys Canadian and French subsidiaries is included in accumulated other comprehensive loss in
the stockholders equity section of the consolidated balance sheet at November 30, 2010 and
February 28, 2010. Foreign currency gains (losses) of $37,000 and ($10,000) were included in the
consolidated statements of operations for the three months ended November 30, 2010 and 2009,
respectively. Foreign currency losses of $4,000 and $255,000 were included in the consolidated
statements of operations for the nine months ended November 30, 2010 and 2009, respectively.
Interest Rate Risk
The Company has variable-rate bank debt. A fluctuation of one percent in the interest rate on
the $12 million revolving credit facility with Square 1 Bank would have an annual impact of
approximately $70,000 net of tax on the Companys consolidated statement of operations assuming
that the full amount of the facility was borrowed. The Subordinated Notes in the aggregate amount
of $5,000,000 bear a fixed rate of interest and hence are not subject to interest rate risk.
ITEM 4. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
The Companys principal executive officer and principal financial officer have concluded,
based on their evaluation of disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, (the Exchange Act)) as of the end of the
period covered by this Report, that the Companys disclosure controls and procedures are effective
to ensure that the information required to be disclosed in reports that are filed or submitted
under the Exchange Act is accumulated and communicated to management, including the principal
executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure and that such information is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the Securities Exchange
Commission.
Internal Control Over Financial Reporting
There has been no change in the Companys internal control over financial reporting that
occurred during the Companys most recently completed fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Companys internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
See Item 1 under Part II of the Companys Form 10-Qs for the quarters ended May 29, 2010 and
August 28, 2010 for a description of legal matters settled during those quarters.
ITEM 1A. | RISK FACTORS |
The reader is referred to Part I, Item 1A. Risk Factors in the Companys Annual Report on
Form 10-K for the year ended February 28, 2010 as filed with the Securities and Exchange Commission
on May 6, 2010, for a discussion of factors that could materially affect the Companys business,
financial condition or future results.
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Table of Contents
ITEM 6. | EXHIBITS |
Exhibit 10.1 | | Amendment to Loan Documents dated December 22, 2010 between Square 1 Bank,
CalAmp Corp. and CalAmps domestic subsidiaries. |
Exhibit 31.1 | | Chief Executive Officer Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
Exhibit 31.2 | | Chief Financial Officer Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
Exhibit 32 | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURE
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.
January 4, 2011
|
/s/ Richard K. Vitelle
|
|||||
Vice President Finance & CFO | ||||||
(Principal Financial Officer and | ||||||
Chief Accounting Officer) |
18