UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2009
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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 987-9000
________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
$.01 par value Common Stock Nasdaq Global Select Market
(Title of Class) (Name of each exchange on which registered)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X].
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X].
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 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
(S232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller Reporting Company [X]
(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 [ ] No [X]
The aggregate market value of voting and non-voting common stock held by non-
affiliates of the registrant as of August 30, 2008 was approximately
$48,922,000. As of May 5, 2009, there were 25,216,952 shares of the
Company's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement for the Annual Meeting
of Stockholders to be held on July 30, 2009 are incorporated by reference
into Part III, Items 10, 11, 12, 13 and 14 of this Form 10-K. This Proxy
Statement will be filed within 120 days after the end of the fiscal year
covered by this report.
PART I
ITEM 1. BUSINESS
THE COMPANY
CalAmp Corp. ("CalAmp" or the "Company") is a provider of wireless
communications solutions that enable anytime/anywhere access to critical data
and content. CalAmp's Wireless DataCom segment services the public safety,
utility, industrial monitoring and controls, and mobile resource management
markets. CalAmp's Satellite segment supplies outdoor customer premise
equipment to the U.S. Direct Broadcast Satellite market.
WIRELESS DATACOM
The Wireless DataCom segment services the public safety, industrial
monitoring and controls, and mobile resource management markets with wireless
solutions that extend communications networks to field applications, thereby
enabling coordination of emergency response teams, increasing productivity
and optimizing workflow for the mobile workforce, improving management
controls over valuable remote assets, and enabling novel applications in a
connected world. Lines of business within Wireless DataCom include the
following:
Public Safety Mobile (PSM)
Municipalities, public safety agencies and emergency first-responders
rely on CalAmp solutions for mobile data and voice communications.
CalAmp designs and builds out multi-network wireless systems that
enable first responders such as fire, police and EMS personnel to talk,
access data and communicate with colleagues, dispatchers and back-
office databases remotely. The Dataradio(R) product line is recognized
for innovative advanced wireless data products and systems for mission-
critical applications. The Smartlink product line provides seamless
interoperability with and among disparate legacy analog voice land
mobile radio networks within a wide coverage area such as city or
county.
Industrial Monitoring & Controls (IMC)
Utilities, oil & gas, mining, rail and security companies rely on CalAmp
products for wireless data communications with fixed remote sites and
monitoring and actuation of remote equipment. Applications include
remotely measuring fresh and wastewater flows, pipeline flow monitoring
for oil and gas production, remote utility meter reading, internet
enablement and perimeter monitoring.
Mobile Resource Management (MRM)
Commercial enterprises, vehicle financing companies and municipalities
rely on CalAmp products and applications to optimize delivery of
services and protect valuable assets. Applications include fleet
management, asset tracking, student and school bus tracking and route
optimization, vehicle recovery, security and Machine-to-Machine (M2M)
communications.
During fiscal years 2007 and 2008, the Company made six acquisitions of
businesses and product lines to expand its Wireless DataCom segment. The
principal acquisitions during this period, consisting of Dataradio, the
Technocom MRM product line, Aercept and Smartlink, are described in the
Overview section of Management's Discussion and Analysis of Financial
Condition and Results of Operations below, and in Note 2 to the accompanying
consolidated financial statements.
SATELLITE
The Satellite segment develops, manufactures and sells Direct Broadcast
Satellite (DBS) outdoor consumer premise equipment (CPE) for digital and high
definition satellite TV reception.
The Company's DBS reception products are installed at subscribers'
premises to receive subscription television programming signals that are
transmitted from orbiting satellites. These DBS reception products consist
principally of reflector dish antennae, feedhorns, and electronics that
receive, process, amplify and switch satellite television signals for
distribution over coaxial cable to multiple set-top boxes inside the home.
The dish antenna reflects the satellite microwave signal back to a focal
point where a feedhorn collects the microwaves and transfers the signals into
an integrated amplifier/downconverter that is referred to in the satellite
industry as a Low Noise Block Downconverter with Feed ("LNBF"). The
microwave amplifier boosts the signal for further processing. The
downconverter translates the signal from a microwave frequency into a lower
intermediate frequency that is then switched and transmitted over coaxial
cable to a specific set-top box inside the home that can acquire, recognize
and process the signal to create a picture.
The products are sold primarily to the two U.S. DBS system operators,
EchoStar and DirecTV, for incorporation into complete subscription satellite
television systems. Revenue of the Company's Satellite segment amounted to
$26.3 million, $50.5 million and $155.1 million in fiscal years 2009, 2008
and 2007, respectively. The decline in Satellite revenue in fiscal 2008 is
the result of a product performance issue that resulted in the Company's
historically largest DBS customer substantially reducing its purchases of the
Company's products. In January 2008, this customer requalified CalAmp's
designs for the affected products and in May 2008 the Company resumed product
shipments to this customer. Although the Company resumed shipments to this
customer in the first quarter of fiscal 2009, revenues from this customer are
still less than pre-fiscal 2008 levels. This product performance issue is
described in more detail under the Satellite heading in Item 7 of Part II
herein and in Note 11 to the accompanying consolidated financial statements.
The decline in Satellite revenue in fiscal 2009 compared to fiscal 2008 is
primarily the result of a reduction of orders from the Company's other key
DBS customer due to pricing and competitive pressures, and the time period
involved in getting the next generation product qualified with this customer.
The Company does not expect to begin shipping this next generation product
until late in fiscal 2010.
For additional information regarding the Company's sales by business
segment and geographical area, see Note 13 to the accompanying consolidated
financial statements.
MANUFACTURING
Electronic devices, components and made-to-order assemblies used in the
Company's products are generally obtained from a number of suppliers,
although certain components are obtained from sole source suppliers. Some
devices or components are standard items while others are manufactured to the
Company's specifications by its suppliers. The Company believes that most
raw materials are available from alternative suppliers. However, any
significant interruption in the delivery of such items could have an adverse
effect on the Company's operations.
For the past several years, the Company has outsourced printed circuit
board assembly to contract manufacturers in the Pacific Rim. The Company
performs final assembly and tests of most its satellite LNBF and some
wireless datacom products at its facilities in Oxnard, California. The
Company performs additional final assembly and tests on other wireless
datacom products at its facilities in Waseca, Minnesota and Montreal, Canada.
Printed circuit assemblies are mounted in various aluminum and plastic
housings, electronically tested, and subjected to additional environmental
tests on a sampled basis prior to packaging and shipping.
Substantially all of the satellite dish antennas have been manufactured
by subcontractors in China. In addition, some of the Company's satellite
LNBF products are manufactured on a subcontract basis by companies in Taiwan
and mainland China.
A substantial portion of the Company's components, and substantially all
printed circuit board assemblies and housings, are procured from foreign
suppliers and contract manufacturers located primarily in mainland China,
Taiwan, and other Pacific Rim countries. Any significant shift in U.S. trade
policy toward these countries, or a significant downturn in the economic or
financial condition of, or any political instability in, these countries,
could cause disruption of the Company's supply chain or otherwise disrupt the
Company's operations, which could adversely impact the Company's business.
ISO 9001 INTERNATIONAL CERTIFICATION
The Company became registered to ISO 9001:1994 in 1995, and upgraded its
registration to ISO9001:2000 in 2003. ISO 9001:2000 is the widely recognized
international standard for quality management in product design,
manufacturing, quality assurance and marketing. The Company believes that
ISO certification is important to its business because most of the Company's
key customers expect their suppliers to have and maintain ISO certification.
The registration assessment was performed by Underwriters Laboratories Inc.
("UL") according to the ISO 9001:2000 International Standard. The Company
continually performs internal audits to ensure compliance with this quality
standard. In addition, UL performs an annual external Compliance Assessment,
most recently in July 2008. The Company has maintained its certification
through each Compliance Assessment. Every three years, UL performs a full
system Recertification Assessment. The next assessment is scheduled for June
2009.
RESEARCH AND DEVELOPMENT
Each of the markets in which the Company competes is characterized by
rapid technological change, evolving industry standards, and new product
features to meet market requirements. During the last three years, the
Company has focused its research and development resources primarily on
satellite DBS products, mobile wireless communication systems for public
safety voice and data applications, fixed location wireless communication
networks for industrial monitoring and controls applications, and cellular
tracking products and services for mobile resource management applications.
The Company has developed key technology platforms that can be leveraged
across many of its businesses and applications. These include communications
technology platforms based on proprietary licensed narrowband UHF and VHF
frequency radios and modems, standards-based unlicensed broadband wireless IP
router/radio modems, and cellular network based tracking units. In addition,
development resources have been allocated to broaden existing product lines,
reduce product costs and improve performance through product redesign
efforts.
Research and development expenses in fiscal years 2009, 2008 and 2007
were $12,899,000, $15,710,000 and $12,989,000, respectively. During this
three year period, the Company's research and development expenses have
ranged between 6.2% and 13.1% of annual consolidated revenues.
SALES AND MARKETING
The Company's revenues were derived mainly from customers in the United
States, which represented 89%, 94%, and 94% of consolidated revenues in
fiscal 2009, 2008 and 2007, respectively.
The Wireless DataCom segment sells its products and services through
dedicated direct and indirect sales channels. The sales and marketing
functions for the MRM business are located primarily in Carlsbad, California.
The sales and marketing functions for IMC are located primarily in Waseca,
Minnesota. The sales and marketing functions for PSM are located primarily
in Atlanta, Georgia. The sales and marketing functions for Aercept are
located in Lake Forest, California. In addition, this segment has a small
sales office in Europe.
The Satellite segment sells its DBS reception products primarily to the
two DBS system operators in the U.S. for incorporation into complete
subscription satellite television systems. The sales and marketing functions
for the Satellite segment are located primarily at the Company's corporate
headquarters in Oxnard, California.
Sales to customers that accounted for 10% or more of consolidated annual
sales in any one of the last three years, as a percent of consolidated sales,
are as follows:
Year ended February 28,
------------------------------
Customer Segment 2009 2008 2007
-------- --------- ------ ------ ------
EchoStar Satellite 15.7% 10.9% 50.6%
DirecTV Satellite 10.3% 23.9% 18.9%
EFJ Wireless 4.8% 14.2% 5.3%
EchoStar and DirecTV provide satellite television services in the U.S.
EchoStar conducts business using the name Dish Network. EF Johnson
Technologies, Inc. (EFJ) is a provider of two-way land mobile radios and
communication systems for law enforcement, firefighters, EMS and the
military. The Company believes that the loss of EchoStar, DirecTV or EFJ as
a customer could have a material adverse effect on the Company's financial
position and results of operations.
COMPETITION
The Company's markets are highly competitive. In addition, if the
markets for the Company's products grow, the Company anticipates increased
competition from new companies entering such markets, some of whom may have
financial and technical resources substantially greater than those of the
Company. The Company believes that competition in its markets is based
primarily on performance, reputation, product reliability, technical support
and price. The Company's continued success in these markets will depend in
part upon its ability to continue to design and manufacture quality products
at competitive prices.
Wireless DataCom
The Company believes that the principal competitors for its wireless
products include Motorola, M/A-COM, GE-MDS, Tait Radio Communications,
Freewave, GenX, Trackn, Enfora and Webtech Wireless.
Satellite
The Company believes that its existing principal competitors for its DBS
products include Sharp, Wistron NeWeb Corporation, Microelectronics
Technology and Pro Brand. Because the Company's satellite products are not
proprietary, it is possible that they may be duplicated by low-cost
producers, resulting in increased price and margin pressures.
BACKLOG
The Company's products are sold to customers that do not usually enter
into long-term purchase agreements, and as a result, the Company's backlog at
any date is not significant in relation to its annual sales. In addition,
because of customer order modifications, cancellations, or orders requiring
wire transfers or letters of credit from international customers, the
Company's backlog as of any particular date may not be indicative of sales
for any future period.
INTELLECTUAL PROPERTY
Wireless DataCom Patents
At February 28, 2009, the Wireless DataCom segment had 19 U.S. patents
and 11 foreign patents. CalAmp acquired U.S. Patent Nos. 6,025,774 and
6,249,217B1 as part of its acquisition of the Aercept Vehicle Tracking
business from AirIQ in March 2007. These patents relate to a vehicle
location system that enables automobile finance companies to locate and
repossess vehicles serving as collateral on loans that go into default. In
fiscal 2008, CalAmp entered into licensing agreements for these patents with
DriveOK and SkyWatch GPS. In fiscal 2009, CalAmp entered into licensing
agreements with ProCon and Trackn and a patent infringement settlement
agreement with iMetrik pursuant to which these parties paid license fees to
the Company.
Satellite Patents
As noted above, the Company's satellite products are not proprietary.
In the Company's DBS business, the Company's timely application of its
technology and its design, development and marketing capabilities have been
of substantially greater importance to its business than patents or licenses.
Trademarks
CalAmp(R)and Dataradio(R) are federally registered trademarks of the
Company.
EMPLOYEES
At February 28, 2009, the Company had approximately 384 employees and
approximately 169 contracted production workers. None of the Company's
employees are represented by a labor union. The contracted production
workers are engaged through independent temporary labor agencies in
California.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
NAME AGE POSITION
------------------- --- --------------------------
Richard Gold 54 Director, President and Chief Executive
Officer
Michael Burdiek 49 Chief Operating Officer
Garo Sarkissian 42 Vice President, Corporate Development
Richard Vitelle 55 Vice President, Finance, Chief
Financial Officer and Corporate Secretary
RICHARD GOLD joined the Company in February 2008 and was appointed
President and Chief Executive Officer in March 2008. Mr. Gold has been a
director of the Company since December 2000 and served as Chairman of the
Board from July 2004 to February 2008. Prior to joining the Company, Mr.
Gold was a Managing Director of InnoCal Venture Capital, a position he held
since May 2004. From December 2002 until May 2004, he served as President
and Chief Executive Officer of Nova Crystals, Inc., a supplier of optical
sensing equipment. He was Chairman of Radia Communications, Inc., a supplier
of wireless communications semiconductors, from June 2002 to July 2003.
Prior to this, he was the President and Chief Executive Officer of Genoa
Corp. and Pacific Monolithics, Inc., and Vice President and General Manager
of Adams Russell Semiconductor. He began his career as an engineer with
Hewlett-Packard Co.
MICHAEL BURDIEK joined the Company as Executive Vice President in June
2006 and was appointed President of the Company's Wireless DataCom segment
March 2007. Mr. Burdiek was appointed Chief Operating Officer in June 2008.
Prior to joining the Company, Mr. Burdiek was the President and CEO of
Telenetics Corporation, a publicly held manufacturer of data communications
products. From 2004 to 2005, he worked as an investment partner and advisor
to the Kasten Group in the private equity sector. From 1987 to 2003, Mr.
Burdiek held a variety of technical and general management positions with
Comarco, Inc., a publicly held company, most recently as Senior Vice
President and General Manager of Comarco's Wireless Test Systems unit. Mr.
Burdiek began his career as a design engineer with Hughes Aircraft Company.
GARO SARKISSIAN joined the Company as Vice President, Corporate
Development in October 2005 and was appointed an executive officer in July
2006. Prior to joining the Company, from 2003 to 2005 he served as Principal
and Vice President of Business Development for Global Technology Investments
(GTI), a private equity firm. Prior to GTI, from 1999 to 2003, Mr.
Sarkissian held senior management and business development roles at
California Eastern Laboratories, a private company developing and marketing
radio frequency (RF), microwave and optical components. Mr. Sarkissian began
his career as an RF engineer in 1988 and developed state-of-the-art RF power
products over a span of 10 years for M/A Com (Tyco) and NEC.
RICHARD VITELLE joined the Company as Vice President, Finance, Chief
Financial Officer and Corporate Secretary in July 2001. Prior to joining the
Company, he served as Vice President of Finance and CFO of SMTEK
International, Inc., a publicly held electronics manufacturing services
provider, where he was employed for a total of 11 years. Earlier in his
career Mr. Vitelle served as a senior manager with Price Waterhouse.
The Company's executive officers are appointed by and serve at the
discretion of the Board of Directors.
AVAILABLE INFORMATION
The Company's primary Internet address is www.calamp.com. The Company
makes its Securities and Exchange Commission ("SEC") periodic reports (Forms
10-Q and Forms 10-K) and current reports (Forms 8-K), and amendments to these
reports, available free of charge through its website as soon as reasonably
practicable after they are filed electronically with the SEC.
Materials that the Company files with the SEC may be read and copied at
the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website
at www.sec.gov that contains reports, proxy and information statements, and
other information regarding the Company that the Company files electronically
with the SEC.
ITEM 1A. RISK FACTORS
The following list describes several risk factors which are unique to
our Company:
The Company is dependent on its major customers, the loss of any of which
could have a material adverse effect on the Company's future sales and its
ability to grow.
The Company's top two customers, Echostar and DirecTV, accounted for
15.7% and 10.3%, respectively, of the Company's consolidated revenues for
fiscal 2009. Echostar and DirecTV in the aggregate accounted for 34.8% of
CalAmp's consolidated revenues for fiscal 2008 and 69.5% of its consolidated
revenues for fiscal 2007. EFJ accounted for 4.8%, 14.2% and 5.3% of CalAmp's
consolidated revenues for fiscal 2009, 2008 and 2007, respectively. The loss
of Echostar, DirecTV or EFJ as a customer, a deterioration in the overall
business of any of them, or a decrease in the volume of sales by any of them,
could result in decreased sales and could have a material adverse impact on
CalAmp's ability to grow its business. A substantial decrease or
interruption in business from any of these key customers could result in
write-offs or in the loss of future business and could have a material
adverse effect on the Company's business, financial condition or results of
operations.
We do not currently have long-term contracts with customers and our customers
may cease purchasing products at any time, which could significantly harm our
revenues.
We generally do not have long-term contracts with our customers. As a
result, our agreements with our customers do not currently provide us with
any assurance of future sales. These customers can cease purchasing products
from us at any time without penalty, they are free to purchase products from
our competitors, they may expose us to competitive price pressure on each
order and they are not required to make minimum purchases.
Changes in the forecasted product demand from a DBS customer may require an
increase in our inventory reserves and/or reserve for vendor commitment
liabilities.
At February 28, 2009, the Company had on-hand inventory of approximately
$3.1 million and outstanding purchase commitments of $3.4 million for
materials that are specific to the products that the Company manufactures for
a key DBS customer, which amounts are not currently reserved for because the
Company believes these materials can be used in the ordinary course of
business as future shipments of products are made to this customer.
Nonetheless, changes in the forecasted product demand from this customer
could require that the inventory reserve and/or the reserve for vendor
commitment liabilities be increased to cover some portion of these amounts.
Because the markets in which we compete are highly competitive and many of
our competitors have greater resources than us, we cannot be certain that our
products will continue to be accepted in the marketplace or capture increased
market share.
The market for DBS products and other wireless products is intensely
competitive and characterized by rapid technological change, evolving
standards, short product life cycles, and price erosion. We expect
competition to intensify as our competitors expand their product offerings
and new competitors enter the market. Given the highly competitive
environment in which we operate, we cannot be sure that any competitive
advantages currently enjoyed by our products will be sufficient to establish
and sustain our products in the market. Any increase in price or other
competition could result in erosion of our market share, to the extent we
have obtained market share, and would have a negative impact on our financial
condition and results of operations. We cannot provide assurance that we
will have the financial resources, technical expertise or marketing and
support capabilities to compete successfully.
Information about the Company's competitors is included in Part I, Item
1 of this Annual Report on Form 10-K under the heading "COMPETITION".
Our business is subject to many factors that could cause our quarterly or
annual operating results to fluctuate and our stock price to continue to be
volatile.
Our quarterly and annual operating results have fluctuated in the past
and may fluctuate significantly in the future due to a variety of factors,
many of which are outside of our control. Some of the factors that could
affect our quarterly or annual operating results include:
> the timing and amount of, or cancellation or rescheduling of, orders
for our products;
> our ability to develop, introduce, ship and support new products and
product enhancements and manage product transitions;
> announcements, new product introductions and reductions in the price
Of products offered by our competitors;
> our ability to achieve cost reductions;
> our ability to obtain sufficient supplies of sole or limited source
components for our products;
> our ability to achieve and maintain production volumes and quality
levels for our products;
> our ability to maintain the volume of products sold and the mix of
distribution channels through which they are sold;
> the loss of any one of our major customers or a significant
reduction in orders from those customers;
> increased competition, particularly from larger, better capitalized
competitors;
> fluctuations in demand for our products and services; and
> telecommunications and wireless market conditions specifically and
economic conditions generally.
Due in part to factors such as the timing of product release dates,
purchase orders and product availability, significant volume shipments of
products could occur at the end of a fiscal quarter. Failure to ship
products by the end of a quarter may adversely affect operating results. In
the future, our customers may delay delivery schedules or cancel their orders
without notice. Due to these and other factors, our quarterly revenue,
expenses and results of operations could vary significantly in the future,
and period-to-period comparisons should not be relied upon as indications of
future performance.
Because some of our components, assemblies and electronics manufacturing
services are purchased from sole source suppliers or require long lead times,
our business is subject to unexpected interruptions, which could cause our
operating results to suffer.
Some of our key components are complex to manufacture and have long lead
times. Also, our DBS dish antennas, LNBF housings, subassemblies and some of
our electronic components are purchased from sole source vendors for which
alternative sources are not readily available. In the event of a reduction
or interruption of supply, or a degradation in quality, as many as six months
could be required before we would begin receiving adequate supplies from
alternative suppliers, if any. As a result, product shipments could be
delayed and revenues and results of operations could suffer. Furthermore, if
we receive a smaller allocation of component parts than is necessary to
manufacture products in quantities sufficient to meet customer demand,
customers could choose to purchase competing products and we could lose
market share.
If we do not meet product introduction deadlines, our business could be
adversely affected.
Our inability to develop new products or product features on a timely
basis, or the failure of new products or product features to achieve market
acceptance, could adversely affect our business. In the past, we have
experienced design and manufacturing difficulties that have delayed the
development, introduction or marketing of new products and enhancements and
which caused us to incur unexpected expenses. In addition, some of our
existing customers have conditioned their future purchases of our products on
the addition of product features. In the past we have experienced delays in
introducing new features. Furthermore, in order to compete in some markets,
we will have to develop different versions of existing products that operate
at different frequencies and comply with diverse, new or varying governmental
regulations in each market.
If demand for our products fluctuates rapidly and unpredictably, it may be
difficult to manage the business efficiently, which may result in reduced
gross margins and profitability.
Our cost structure is based in part on our expectations for future
demand. Many costs, particularly those relating to capital equipment and
manufacturing overhead, are relatively fixed. Rapid and unpredictable shifts
in demand for our products may make it difficult to plan production capacity
and business operations efficiently. If demand is significantly below
expectations, we may be unable to rapidly reduce these fixed costs, which can
diminish gross margins and cause losses. A sudden downturn may also leave us
with excess inventory, which may be rendered obsolete as products evolve
during the downturn and demand shifts to newer products. Our ability to
reduce costs and expenses may be further constrained because we must continue
to invest in research and development to maintain our competitive position
and to maintain service and support for our existing customer base.
Conversely, in the event of a sudden upturn, we may incur significant costs
to rapidly expedite delivery of components, procure scarce components and
outsource additional manufacturing processes. These costs could reduce our
gross margins and overall profitability. Any of these results could
adversely affect our business.
Because we currently sell, and we intend to grow the sales of, certain of our
products in countries other than the United States, we are subject to
different regulatory schemes. We may not be able to develop products that
work with the standards of different countries, which could result in our
inability to sell our products and, further, we may be subject to political,
economic, and other conditions affecting such countries, which could result
in reduced sales of our products and which could adversely affect our
business.
If our sales are to grow in the longer term, we believe we must grow our
international business. Many countries require communications equipment used
in their country to comply with unique regulations, including safety
regulations, radio frequency allocation schemes and standards. If we cannot
develop products that work with different standards, we will be unable to
sell our products in those locations. If compliance proves to be more
expensive or time consuming than we anticipate, our business would be
adversely affected. Some countries have not completed their radio frequency
allocation process and therefore we do not know the standards with which we
would be forced to comply. Furthermore, standards and regulatory
requirements are subject to change. If we fail to anticipate or comply with
these new standards, our business and results of operations will be adversely
affected.
Sales to customers outside the U.S. accounted for 12%, 6% and 6% of
CalAmp's total sales for the fiscal years ended February 28, 2009, 2008 and
2007, respectively. Assuming that we continue to sell our products to
foreign customers, we will be subject to the political, economic and other
conditions affecting countries or jurisdictions other than the U.S.,
including Africa, the Middle East, Europe and Asia. Any interruption or
curtailment of trade between the countries in which we operate and our
present trading partners, changes in exchange rates, significant shift in
U.S. trade policy toward these countries, or significant downturn in the
political, economic or financial condition of these countries, could cause
demand for and sales of our products to decrease, or subject us to increased
regulation including future import and export restrictions, any of which
could adversely affect our business.
Additionally, a substantial portion of our components and subassemblies
are currently procured from foreign suppliers located primarily in Hong Kong,
mainland China, Taiwan, and other Pacific Rim countries. Any significant
shift in U.S. trade policy toward these countries or a significant downturn
in the political, economic or financial condition of these countries could
cause disruption of our supply chain or otherwise disrupt operations, which
could adversely affect our business.
We may not be able to adequately protect our intellectual property, and our
competitors may be able to offer similar products and services that would
harm our competitive position.
Other than in our Satellite products business, which currently does not
depend upon patented technology, our ability to succeed in wireless data
communications markets may depend, in large part, upon our intellectual
property for some of our wireless technologies. We currently rely primarily
on patents, trademark and trade secret laws, confidentiality procedures and
contractual provisions to establish and protect our intellectual property.
However, these mechanisms provide us with only limited protection. We
currently hold 21 patents. As part of our confidentiality procedures, we
enter into non-disclosure agreements with all employees, including officers,
managers and engineers. Despite these precautions, third parties could copy
or otherwise obtain and use our technology without authorization, or develop
similar technology independently. Furthermore, effective protection of
intellectual property rights is unavailable or limited in some foreign
countries. The protection of our intellectual property rights may not
provide us with any legal remedy should our competitors independently develop
similar technology, duplicate our products and services, or design around any
intellectual property rights we hold.
We may be subject to infringement claims that may disrupt the conduct of our
business and affect our profitability.
We may be subject to legal proceedings and claims from time to time
relating to the intellectual property of others, even though we take steps to
assure that neither our employees nor our contractors knowingly incorporate
unlicensed copyrights or trade secrets into our products. It is possible
that third parties may claim that our products and services infringe upon
their trademark, patent, copyright, or trade secret rights. Any such claims,
regardless of their merit, could be time consuming, expensive, cause delays
in introducing new or improved products or services, require us to enter into
royalty or licensing agreements or require us to stop using the challenged
intellectual property. Successful infringement claims against us may
materially disrupt the conduct of our business and affect profitability.
Availability of radio frequencies may restrict the growth of the wireless
communications industry and demand for our products.
Radio frequencies are required to provide wireless services. The
allocation of frequencies is regulated in the United States and other
countries throughout the world and limited spectrum space is allocated to
wireless services. The growth of the wireless communications industry may be
affected if adequate frequencies are not allocated or, alternatively, if new
technologies are not developed to better utilize the frequencies currently
allocated for such use.
Industry growth has been and may continue to be affected by the
availability of licenses required to use frequencies and related costs. Over
the last several years, frequency spectrum has been reallocated for specific
applications and the related frequency relocation costs have increased
significantly. This significant reassignment of spectrum has slowed and may
continue to slow the growth of the industry. Growth is slowed because some
customers have funding constraints limiting their ability to purchase new
technology to upgrade systems and the financial results for a number of
businesses have been affected by the industry's rate of growth. Slowed
industry growth may restrict the demand for our products.
A failure to rapidly transition or to transition at all to newer digital
technologies could adversely affect our business.
Our success, in part, will be affected by the ability of our wireless
businesses to continue their transition to newer digital technologies, and to
successfully compete in these markets and gain market share. We face intense
competition in these markets from both established companies and new
entrants. Product life cycles can be short and new products are expensive to
develop and bring to market.
We depend upon wireless networks owned and controlled by others, unproven
business models and emerging wireless carrier models to deliver existing
services and to grow.
If we do not have continued access to sufficient capacity on reliable
networks, we may be unable to deliver services and our sales could decrease.
Our ability to grow and achieve profitability partly depends on our ability
to buy sufficient capacity on the networks of wireless carriers and on the
reliability and security of their systems. Some of our wireless services are
delivered using airtime purchased from third parties. We depend on these
third parties to provide uninterrupted service free from errors or defects
and would not be able to satisfy our customers' needs if they failed to
provide the required capacity or needed level of service. In addition, our
expenses would increase and profitability could be materially adversely
affected if wireless carriers were to significantly increase the prices of
their services. Our existing agreements with the wireless carriers generally
have one-year terms. Some of these wireless carriers are, or could become,
our competitors, and if they compete with us, they may refuse to provide us
with airtime on their networks.
New laws and regulations that impact the industry could increase costs or
reduce opportunities for us to earn revenue.
Except as described below under "Governmental Regulation", we are not
currently subject to direct regulation by the Federal Communications
Commission ("FCC") or any other governmental agency, other than regulations
applicable to Delaware corporations of similar size that are headquartered in
California. However, in the future, we may become subject to regulation by
the FCC or another regulatory agency. In addition, the wireless carriers that
supply airtime and certain hardware suppliers are subject to regulation by
the FCC, and regulations that affect them could increase our costs or reduce
our ability to continue selling and supporting our services.
Governmental Regulation
CalAmp's products are subject to certain mandatory regulatory approvals
in the United States, Canada and other countries in which it operates. In
the United States, the FCC regulates many aspects of communication devices,
including radiation of electromagnetic energy, biological safety and rules
for devices to be connected to the telephone network. In Canada, similar
regulations are administered by Industry Canada. Although CalAmp has
obtained necessary FCC and Industry Canada approvals for all products it
currently sells, there can be no assurance that such approvals can be
obtained for future products on a timely basis, or at all. In addition, such
regulatory requirements may change or the Company may not in the future be
able to obtain all necessary approvals from countries other than Canada or
the United States in which it currently sells its products or in which it may
sell its products in the future.
The FCC and Industry Canada may be slow in adopting new regulations
allowing private wireless networks to deliver higher data rates in licensed
frequency bands for public safety applications. This could adversely affect
demand for private networks as traditional private network users may opt for
public network connections for all or part of their wireless communication
needs. This could have a material adverse effect on the Company's business,
results of operations and financial condition since the Company's Public
Safety Mobile data products are currently used predominantly in private
networks.
Our bank credit agreement has a maturity date of December 31, 2009.
At February 28, 2009, outstanding borrowings on the bank term loan
amounted to $17.6 million. The Company believes that it will be able to
refinance the bank term loan from the proceeds of an asset based loan before
the December 31, 2009 maturity date, possibly supplemented by proceeds of
another funding source. However, there is no assurance that the Company will
be able to refinance the term loan from other funding sources, particularly
given the current credit market difficulties, or will be able to extend the
maturity date of the bank loan in the event efforts to refinance the loan are
not successful.
Reduced consumer or corporate spending due to uncertainties in the
macroeconomic environment could adversely affect our revenues and cash flow,
and our ability to make payments on our debt and operate our businesses.
We depend on demand from the consumer, original equipment manufacturer,
industrial, automotive and other markets we serve for the end market
applications of our products. Our revenues are based on certain levels of
consumer and corporate spending. If the significant reductions in consumer
or corporate spending as a result of uncertain conditions in the
macroeconomic environment continue, our revenues, profitability and cash flow
could be adversely affected.
Our ability to make payments of principal and interest on our
indebtedness depends upon our future financial performance and ability to
generate positive operating cash flows, which is subject to general economic
conditions, industry cycles and financial, business and other factors
affecting our consolidated operations, many of which are beyond our control.
If we are unable to generate sufficient cash flow from operations in the
future to service our debt, we may be required to, among other things:
> refinance or restructure all or a portion of our indebtedness;
> obtain additional financing in the debt or equity markets;
> sell selected assets or businesses;
> reduce or delay planned capital expenditures; or
> reduce or delay planned operating expenditures.
Such measures might not be sufficient to enable us to service our debt,
and, if not, we could then be in default under the applicable terms governing
our debt, which could have a material adverse effect on us. In addition, any
such financing, refinancing or sale of assets might not be available on
economically favorable terms, if at all.
Rises in interest rates could adversely affect our financial condition.
An increase in prevailing interest rates has an immediate effect on the
interest rates charged on our variable rate bank debt, which rise and fall
upon changes in interest rates on a periodic basis. Any increased interest
expense associated with increases in interest rates affects our cash flow and
could affect our ability to service our debt.
It is possible that our common stock could be delisted from Nasdaq and if
this were to occur, the market price and liquidity of our common stock could
be negatively affected.
Nasdaq has established certain standards for the continued listing of
a security on the Nasdaq Global Select Market. The standards for continued
listing include, among other things, that the minimum bid price for the
listed securities be at least $1.00 per share. Under these rules, a security
is considered deficient if it fails to achieve at least a $1.00 closing bid
price for a period of 30 consecutive business days. Our common stock has
traded below $1.00 for substantially all of the period since October 2008.
Although Nasdaq has suspended this rule until at least July 20, 2009, there
is no assurance that the minimum bid price of the Company's stock will be in
compliance when this rule is reinstated and that Nasdaq will not initiate
procedures to delist our common stock if we fail to comply with this rule.
If our common stock were to be delisted from Nasdaq, the price of our common
stock and the ability of holders to sell such stock could be adversely
affected, and we would be required to comply with the initial listing
requirements to be relisted on Nasdaq.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
The Company's principal facilities, all leased, are as follows:
Square
Location Footage Use
---------------------- ------- ---------------------------------
Oxnard, California 98,000 Corporate office, Satellite segment
offices and manufacturing plant
Carlsbad, California 8,000 Wireless DataCom offices
Lake Forest, California 16,000 Wireless DataCom offices
Atlanta, Georgia 6,000 Wireless DataCom sales and systems
engineering offices
Chaska, Minnesota 4,000 Product design facility
Waseca, Minnesota 34,000 Wireless DataCom offices and
manufacturing plant
Montreal, Quebec, Canada 24,000 Wireless DataCom offices, product
design and assembly operations
Paris, France 150 Sales office
San Diego, California 22,000 Former Solutions Division offices
which were vacated in 2007 and are
available for sublease
ITEM 3. LEGAL PROCEEDINGS
In November 2008, a class action lawsuit was filed in the Los Angeles
County Superior Court against the Company, the former owner of the Company's
Aercept business and one of Aercept's distributors. The plaintiff seeks
monetary damages in an amount not yet specified. The class has not been
certified. The lawsuit alleges that Aercept made misrepresentations when the
plaintiff purchased analog vehicle tracking devices in 2005, which was prior
to CalAmp's acquisition of Aercept in an asset purchase. The tracking
devices ceased functioning in early 2008 due to termination of analog service
by the wireless network operators. The Company is seeking dismissal of the
lawsuit on the basis that the assertion of successor liability is not
supported by the law or the facts. No loss accrual has been made in the
accompanying financial statements for this matter.
In May 2007, a patent infringement suit was filed against the Company in
the U.S. District Court for the Eastern District of Texas. The lawsuit
contended that the Company infringed on four patents and sought injunctive
and monetary relief. In August 2007, the Company denied the plaintiff's
claims and asserted counterclaims. The District Court subsequently ordered
the dismissal of claims related to three patents and in June 2008, the United
States Patent and Trademarks Office ("USPTO") issued a preliminary office
action rejecting the plaintiff's claim involving the remaining patent in the
lawsuit. In August 2008, the plaintiff filed a response to the USPTO's
preliminary office action requesting reconsideration in light of amendments
to the claim and remarks contained in the response. The USPTO has not yet
acted on this response. In light of the USPTO's preliminary office action,
the case has been stayed by the District Court until the USPTO reaches a
final decision in the reexamination proceeding. The Company continues to
believe the lawsuit is without merit and intends to vigorously defend against
this action if and when court proceedings resume. No loss accrual has been
made in the accompanying financial statements for this matter.
In May 2007, the Company filed a lawsuit against Rogers Corporation
("Rogers") for product liability issues related to defective laminate
material and subsequent damages incurred by the Company as a result of lost
business and the cost of product repair work associated with one of CalAmp's
DBS customers. Rogers manufactures and supplies printed circuit laminate
materials to sub-contractors of the Company that is incorporated into the
Company's DBS products. In January 2009, the Company reached an out-of-court
settlement of litigation with Rogers pursuant to which Rogers paid the
Company $9 million cash. In the settlement agreement the parties acknowledged
that Rogers admitted no wrongdoing or liability for any claim, and that
Rogers agreed to settle this litigation to avoid the time, expense and
inconvenience of continued litigation. Both parties gave mutual releases of
all claims and demands existing as of the settlement date.
In addition to the foregoing matters, 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 Company's consolidated financial position or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of fiscal 2009.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's Common Stock trades on the Nasdaq Global Select Market
under the ticker symbol CAMP. The following table sets forth, for the last
two years, the quarterly high and low sale prices for the Company's Common
Stock as reported by Nasdaq:
LOW HIGH
Fiscal Year Ended February 28, 2009
1st Quarter $ 2.41 $ 3.44
2nd Quarter 1.67 2.60
3rd Quarter 0.46 2.60
4th Quarter 0.41 1.14
Fiscal Year Ended February 28, 2008
1st Quarter $ 4.25 $ 9.50
2nd Quarter 3.55 4.86
3rd Quarter 2.24 4.50
4th Quarter 2.15 3.11
At May 9, 2009 the Company had approximately 1,800 stockholders of
record. The number of stockholders of record does not include the number of
persons having beneficial ownership held in "street name" which are estimated
to approximate 5,000. The Company has never paid a cash dividend and has no
current plans to pay cash dividends on its Common Stock. The Company's bank
credit agreement prohibits payment of dividends without the prior written
consent of the bank.
ITEM 6. SELECTED FINANCIAL DATA
Year ended February 28,
-----------------------------------------------
2009 2008 2007 2006 2005
-------- -------- -------- -------- -------
(In thousands except per share amounts)
OPERATING DATA
Revenues $ 98,370 $140,907 $211,714 $196,908 $194,835
Cost of revenues 60,244 122,412 166,279 151,319 159,071
-------- -------- ------- ------- -------
Gross profit 38,126 18,495 45,435 45,589 35,764
-------- -------- ------- ------- -------
Operating expenses:
Research and development 12,899 15,710 12,989 8,018 6,187
Selling 8,959 10,633 6,765 2,715 2,225
General and administrative 12,087 14,966 9,792 6,685 5,678
Intangible asset amortization 4,429 6,418 3,463 778 104
Write-off of acquired in-
process research and
development - 310 6,850 310 471
Impairment loss 44,736 71,276 - - -
-------- -------- ------- ------- -------
Total operating expenses 83,110 119,313 39,859 18,506 14,665
-------- -------- ------- ------- -------
Operating income (loss) (44,984) (100,818) 5,576 27,083 21,099
Other income (expense), net (911) (2,472) 591 533 (120)
-------- -------- ------- ------- -------
Income (loss) from
continuing operations
before income taxes (45,895) (103,290) 6,167 27,616 20,979
Income tax benefit
(provision) (3,770) 20,940 (4,716) (11,154) (7,874)
-------- -------- ------- ------- -------
Income (loss) from
continuing operations (49,665) (82,350) 1,451 16,462 13,105
Loss from discontinued
operations, net of tax - (597) (32,639) (1,900) (5,029)
Loss on sale of discontinued
operations, net of tax - (1,202) - - -
-------- -------- ------- ------- -------
Net income (loss) $(49,665) $(84,149) $(31,188) $14,562 $ 8,076
======= ======= ======= ====== =======
Basic earnings (loss)
per share from:
Continuing operations $ (2.01) $(3.45) $ 0.06 $ 0.72 $ 0.61
Discontinued operations - (0.08) (1.40) (0.08) (0.23)
-------- -------- ------- ------- -------
Total basic earnings (loss)
per share $ (2.01) $ (3.53) $ (1.34) $ 0.64 $ 0.38
======= ======= ======= ====== =======
Diluted earnings (loss)
per share from:
Continuing operations $ (2.01) $ (3.45) $ 0.06 $ 0.70 $ 0.59
Discontinued operations - (0.08) (1.40) (0.08) (0.23)
-------- -------- ------- ------- -------
Total diluted earnings (loss)
per share $ (2.01) $ (3.53) $ (1.34) $ 0.62 $ 0.36
======= ======= ======= ====== =======
February 28,
----------------------------------------------
2009 2008 2007 2006 2005
------- ------- ------- ------- -------
(In thousands)
BALANCE SHEET DATA
Current assets $44,175 $ 66,767 $113,524 $ 99,236 $ 88,534
Current liabilities $45,458 $ 40,059 $ 38,637 $ 21,873 $ 29,662
Working capital $(1,283) $ 26,708 $ 74,887 $ 77,368 $ 58,872
Current ratio 1.0 1.7 2.9 4.5 3.0
Total assets $69,647 $143,041 $229,703 $204,346 $196,755
Long-term debt $ - $ 27,187 $ 31,314 $ 5,511 $ 7,679
Stockholders' equity $23,199 $ 73,420 $151,251 $176,109 $158,288
Factors affecting the year-to-year comparability of the Selected Financial
Data include business acquisitions, significant operating charges and
adoption of new accounting standards, as follows:
> In fiscal 2009, the Company recorded a Satellite segment impairment
charge of $2.3 million, a Wireless DataCom segment impairment charge of
$41.3 million and an investment impairment charge of $1.1 million.
> In fiscal 2009, the Company received $9 million in a legal settlement
with Rogers Corporation, a supplier of laminate materials that are part
of the Company's DBS products. This was recorded as a reduction of
Satellite cost of revenues.
> In fiscal 2008, the Company recorded a $17.9 million charge for
estimated expenses to resolve a product performance issue involving a
key DBS customer.
> In fiscal 2008, the Company recorded a Satellite goodwill
impairment charge of $44.4 million and a Wireless DataCom
goodwill impairment charge of $26.9 million.
> In the first quarter of fiscal 2007, the Company acquired Dataradio
Inc. and the TechnoCom MRM product line. In the first quarter of fiscal
2008, the Company acquired the Aercept vehicle tracking business and the
Smartlink business. These acquisitions are further described in Note 2
to the accompanying consolidated financial statements.
> In the first quarter of fiscal 2007, the Company recorded charges of
$6,850,000 for the write-off of in-process research and development
costs in connection with the Dataradio acquisition and $29,848,000 for
the impairment of goodwill and other intangible assets of the Solutions
Division, as further described in Notes 2 and 5, respectively, to the
accompanying consolidated financial statements. The $29.9 million
impairment charge of fiscal 2007 is included in loss from discontinued
operations for that year.
> At the beginning of fiscal 2007, the Company adopted the provisions of
Financial Accounting Standards Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 123R, "Share-Based Payments", as
further described in Note 1 of the accompanying consolidated financial
statements under the caption "Accounting for Stock Options".
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward Looking Statements
Forward looking statements in this Form 10-K 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 "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 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,
market growth, competitive pressures and pricing declines in the Company's
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 Company's business, the ability of the
Company to refinance or extend its bank term loan prior to the December 31,
2009 maturity date, and other risks and uncertainties that are set forth
under the caption "Risk Factors" in Part I, Item 1A of this Annual Report on
Form 10-K. 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.
Basis of Presentation
The Company uses a 52-53 week fiscal year ending on the Saturday closest
to February 28, which for fiscal years 2009, 2008 and 2007 fell on February
28, 2009, March 1, 2008, and March 3, 2007, respectively. In these
consolidated financial statements, the fiscal year end for all years is shown
as February 28 for clarity of presentation. Fiscal years 2009 and 2008 each
consisted of 52 weeks, while fiscal year 2007 consisted of 53 weeks.
Overview
CalAmp Corp. ("CalAmp" or the "Company") is a provider of wireless
communications solutions that enable anytime/anywhere access to critical data
and content. CalAmp's Wireless DataCom business services the public safety,
utility, industrial monitoring and controls, and mobile resource management
("MRM") markets. CalAmp's Satellite business supplies outdoor customer
premise equipment to the U.S. Direct Broadcast Satellite ("DBS") market.
The Company has two reporting segments: Satellite and Wireless DataCom.
The Satellite segment consists of the Company's DBS business, and the
Wireless DataCom segment consists of CalAmp's legacy wireless businesses
other than DBS and the acquired businesses as described below. The Solutions
Division, the remaining operations of which were sold in August 2007, is
presented as a discontinued operation in the accompanying consolidated
statements of operations.
Wireless DataCom
The Wireless DataCom segment services the public safety, industrial
monitoring and controls, and mobile resource management market segments with
wireless solutions that extend communications networks to field applications,
thereby enabling coordination of emergency response teams, increasing
productivity and optimizing workflow for the mobile workforce, improving
management controls over valuable remote assets, and enabling novel
applications in a connected world. Wireless DataCom is comprised of the
Company's legacy wireless businesses other than DBS and businesses acquired
during the last three years. These principal acquisitions are described
below, and further details are provided in Note 2 to the accompanying
consolidated financial statements.
On May 26, 2006 the Company acquired privately held Dataradio Inc., a
leading supplier of proprietary advanced mobile and fixed wireless data
communication systems, products, and solutions for public safety, critical
infrastructure and industrial control applications, for a cash payment of
Canadian $60.1 million, or U.S. $54.3 million at the then-effective exchange
rate. The Dataradio acquisition expanded CalAmp's wireless data
communications business while furthering the Company's strategic goals of
diversifying its customer base and expanding its product offerings into
higher-margin growth markets. In connection with the acquisition of
Dataradio the Company recorded a charge of $6,850,000 for in-process research
and development costs of the acquired business as part of the purchase price
allocation.
Also on May 26, 2006, the Company acquired the Mobile Resource
Management product line from privately held TechnoCom Corporation. This
product line is used to help track fleets of cars and trucks. These location
monitoring units communicate via public (i.e. cellular) wireless networks and
are distributed on an OEM basis to application service providers and system
integrators offering mobile resource management solutions. In addition, the
business offers a backend device management system to minimize support and
service costs and also sophisticated unit firmware providing a greater range
of vehicle information and communication capabilities. The purchase price
for this acquisition was $2.4 million in cash and an earn-out payment equal
to revenues in excess of $3.1 million during the 12-month period following
the acquisition. The Company made earn-out payments of $1.0 million and $1.2
million during fiscal 2008 and 2009, respectively.
On March 16, 2007, the Company acquired Aercept (formerly known as
Aircept), a vehicle tracking business, from AirIQ Inc., a Canadian company,
for cash consideration of $19 million. The source of funds for the purchase
price was the Company's cash on hand. Aercept's business involves the sale
of end-to-end hosted asset tracking services to vehicle lenders that
specialize in automobile financing for high credit risk individuals.
Aercept's products utilize Global Positioning Satellite (GPS) and cellular
technology to provide up-to-date location and tracking information.
On April 4, 2007, the Company acquired the business and substantially
all the assets of SmartLink Radio Networks, a privately-held company, for
cash consideration of $7.9 million. The source of funds for the purchase
price was the Company's cash on hand. SmartLink provides proprietary
interoperable radio communications platforms and integration services for
public safety and critical infrastructure applications. SmartLink's software
defined switch provides interoperability with legacy analog wireless
communications networks without the need to replace the installed base of
land mobile radios
Satellite
The Company's DBS reception products are sold primarily to the two U.S.
DBS system operators, Echostar and DirecTV, for incorporation into complete
subscription satellite television systems. Prior to fiscal 2008, the
Company's overall revenue consisted principally of sales of satellite
television outdoor reception equipment for the U.S. DBS industry. Such sales
accounted for 73% and 86% of consolidated revenue in fiscal years 2007 and
2006, respectively. In fiscal 2008, as a result of a DBS product performance
issue as described below, one of the Company's DBS customers substantially
reduced its purchases of the Company's products. For this reason, sales of
DBS products accounted for only 36% of consolidated revenues for fiscal 2008.
The DBS system operators have an approximately 31% share of the total
subscription television market in the U.S. In calendar 2008, the size of the
U.S. DBS market grew by 2% from 30.6 million subscribers to approximately
31.3 million subscribers at December 31, 2008.
During fiscal 2007, the Company received notification from one of its
DBS customers of a field performance issue with a DBS product that the
Company began shipping in 2004. 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 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 January 2008, the customer requalified CalAmp's designs
for the affected products and in late May 2008 the Company resumed product
shipments to this customer. As of February 28, 2009, the Company had 483,000
returned units that are expected to be repaired and reshipped to the customer
in the future.
During fiscal 2008, the Company recorded a charge of $17.9 million for
this matter, which amount is included in cost of revenues in the accompanying
consolidated statements of operations. The Company reached a settlement
agreement with this customer in December 2007 as further described in Note 11
to the accompanying consolidated financial statements. Pursuant to the
settlement agreement, the Company agreed to rework certain DBS products
previously returned to the Company or to be returned over a 15-month period
and 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 addition, as part of the settlement the Company issued to the
customer a $5 million non-interest bearing note payable, a $1 million credit
against outstanding receivables due from the customer, 1,000,000 shares of
common stock and 350,000 common stock purchase warrants exercisable at $3.72
per share for three years. The note, which had an outstanding balance of
$3.5 million at February 28, 2009, is repayable at a rate of $5 per unit on
the first 1,000,000 DBS units purchased by the customer after the date of the
settlement agreement, except that for the first 120,000 units of a particular
product sold between January and May 2009 the note payment amount is $20
instead of $5 per unit. The consideration issued by the Company under the
settlement agreement reduced the reserves by $8.8 million. At February 28,
2009, the Company had total reserves of $5.4 million for this matter.
In May 2007, the Company filed a lawsuit against Rogers, a PCB laminate
supplier for negligence, strict product liability, intentional
misrepresentation and negligent interference with prospective economic
advantage, among other causes of action. In January 2009, the Company
reached an out-of-court settlement of litigation with Rogers, pursuant to
which Rogers paid the Company $9 million cash. In the settlement agreement
the parties acknowledged that Rogers admitted no wrongdoing or liability for
any claim, and that Rogers agreed to settle this litigation to avoid the
time, expense and inconvenience of continued litigation. Both parties gave
mutual releases of all claims and demands existing as of the settlement date.
DISCONTINUED OPERATIONS
The Company's acquisition of Vytek Corporation ("Vytek") in April 2004
gave rise to goodwill of approximately $72 million. In accordance with the
applicable accounting rules, the goodwill of $72 million was apportioned
between CalAmp's Solutions Division and former Products Division (now split
into two segments - Satellite and Wireless DataCom) because both segments
were expected to benefit from the acquisition. The apportionment analysis
resulted in allocating $37 million of the goodwill to the Products Division
and the remaining $35 million to the Solutions Division. As a result of the
fiscal 2007 annual impairment test of the Solutions Division goodwill
conducted as of April 30, 2006, the Company determined that there was an
impairment of goodwill, and accordingly, an impairment charge was recorded in
fiscal 2007 in the amount of $29,012,000. In addition, the Company recorded
an $836,000 impairment charge related to the other intangible assets arising
from the Vytek acquisition. The impairment charges reflected the declining
revenues associated with the Solutions Division's information technology
professional consulting business, due primarily to the inability of the
Solutions Division to generate new recurring revenue streams to grow the
business.
The Company sold the TelAlert software business of the Solutions
Division to a privately held company on August 9, 2007 for total
consideration of $9.4 million, consisting of $4.0 million in cash, a non-
interest bearing note with present value of $2.3 million and preferred stock
of the acquirer initially valued at $3.1 million. As of February 28, 2009,
the estimated fair value of the preferred stock was $2.0 million. The
Company concluded that this decline in fair value was not temporary and
accordingly recorded an impairment loss of $1.1 million.
The Company recognized a pre-tax gain of $2.1 million on the sale of the
TelAlert software business. The income tax expense attributable to the gain
was $3.0 million because at the time of sale there was goodwill of $5.4
million associated with this business that was not deductible for income tax
purposes.
The TelAlert software business was the remaining business of the
Solutions Division. Operating results for the Solutions Division have been
presented in the accompanying consolidated statements of operations as a
discontinued operation, as further described in Note 2 to the accompanying
consolidated financial statements. The Solutions Division goodwill and
intangible asset impairment charges in fiscal 2007 described above in the
aggregate amount of $29,848,000 are included in the "Loss from operations of
discontinued operations, net of tax" in the accompanying consolidated
statement of operations for the year ended February 28, 2007.
Critical Accounting Policies
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's 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.
Areas where significant judgments are made include, but are not limited to:
the allowance for doubtful accounts, inventory valuation, product warranties,
the deferred tax asset valuation allowance, and the valuation of long-lived
assets and goodwill. Actual results could differ materially from these
estimates.
Allowance for Doubtful Accounts
The Company establishes an allowance for estimated bad debts based upon
a review and evaluation of specific customer accounts identified as known and
expected collection problems, based on historical experience, or due to
insolvency or other collection issues. As further described in Note 1 to the
accompanying consolidated financial statements, the Company's customer base
is concentrated, with three customers accounting for 31% of the Company's
fiscal 2009 sales. Changes in either a key customer's financial position, or
the economy as a whole, could cause actual write-offs to be materially
different from the recorded allowance amount.
Inventories
The Company evaluates the carrying value of inventory on a quarterly
basis to determine if the carrying value is recoverable at estimated selling
prices. To the extent that estimated selling prices do not exceed the
associated carrying values, inventory carrying amounts are written down. In
addition, the Company generally treats inventory on hand or committed with
suppliers, which is not expected to be sold within the next 12 months, as
excess and thus appropriate write-downs of the inventory carrying amounts are
established through a charge to cost of revenues. Estimated usage in the
next 12 months is based on firm demand represented by orders in backlog at
the end of the quarter and management's estimate of sales beyond existing
backlog, giving consideration to customers' forecasted demand, ordering
patterns and product life cycles. Significant reductions in product pricing,
or changes in technology and/or demand may necessitate additional write-downs
of inventory carrying value in the future.
As further described in Note 11 to the consolidated financial
statements, at February 28, 2009 the Company had an inventory reserve of $1.2
million that was established during fiscal 2008 in connection with a product
performance issue involving a key DBS customer. Also as described in Note
11, the Company had on-hand inventory of $3.1 million and outstanding
purchase commitments of $3.4 million for materials that are specific to the
products that the Company manufactures for this customer. These amounts are
not currently reserved for because the Company believes these materials can
be used in the ordinary course of business as future shipments of products
are made to this customer. Nonetheless, changes in the forecasted product
demand from this customer could require that the inventory reserve and/or the
reserve for vendor commitment liabilities be increased to cover some portion
of these amounts.
Product Warranties
The Company initially provides for the estimated cost of product
warranties at the time revenue is recognized. While it engages in extensive
product quality programs and processes, the Company's warranty obligation is
affected by product failure rates and material usage and service delivery
costs incurred in correcting a product failure. Should actual product
failure rates, material usage or service delivery costs differ from
management's estimates, revisions to the estimated warranty liability would
be required.
As further described in Note 11 to the accompanying consolidated
financial statements, at February 28, 2009 the Company had a $2.9 million
reserve for accrued warranty costs in connection with a product performance
issue involving a key DBS customer. The Company believes that this warranty
reserve will be adequate to cover total future product rework costs under
this settlement agreement.
Deferred Income Tax and Uncertain Tax Positions
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, which includes historical
operating performance and the Company's forecast of future operating
performance. The Company evaluates the realizability of its deferred income
tax asset on a quarterly basis, and a valuation allowance is provided, as
necessary, in accordance with the provisions of SFAS No. 109, "Accounting for
Income Taxes". 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 asset to determine if a valuation
allowance is needed. As a result of this realizability evaluation for fiscal
2009, the Company increased its deferred tax asset valuation allowance by
$16.4 million.
FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
(FIN 48), which was adopted by the Company in fiscal 2008, defines the
threshold for recognizing the benefits of tax return positions in the
financial statements as "more-likely-than-not" to be sustained by the taxing
authorities. FIN 48 provides guidance on de-recognition, measurement and
classification of income tax uncertainties, along with any related interest
and penalties. FIN 48 also includes guidance concerning accounting for
income tax uncertainties in interim periods and increases the level of
disclosures associated with any recorded income tax uncertainties. At
February 28, 2009, the Company had unrecognized tax benefits of $6,449,000
which, if recognized, would impact the effective tax rate on income (loss)
from continuing operations.
At February 28, 2009, the Company had a net deferred income tax asset
balance of $16.6 million. The current portion of this deferred tax asset is
$3.5 million and the noncurrent portion is $13.1 million. The net deferred
income tax asset balance is comprised of a gross deferred tax asset of $34.8
million and a valuation allowance of $18.2 million.
Impairment Assessments of Goodwill, Purchased Intangible Assets and
Other Long-Lived Assets
At February 28, 2009, the Company had $6.5 million in other intangible
assets on its consolidated balance sheet. The Company believes the estimate
of its valuation of long-lived assets and goodwill is a "critical accounting
estimate" because if circumstances arose that led to a decrease in the
valuation it could have a material impact on the Company's results of
operations.
The Company makes judgments about the recoverability of non-goodwill
intangible assets and other long-lived assets whenever events or changes in
circumstances indicate that an impairment in the remaining value of the
assets recorded on the balance sheet may exist. The Company tests the
impairment of goodwill annually and, in certain situations, on an interim
basis if indicators of impairment arise. Goodwill of the Satellite and
Wireless DataCom business segments is tested annually for impairment as of
December 31. If an event occurs or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying
value, goodwill would be evaluated for impairment between annual tests.
Management believes that the Company has appropriate processes in place to
monitor for interim triggering events.
In order to estimate the fair value of long-lived assets, the Company
typically makes various assumptions about the future prospects for the
business that the asset relates to, considers market factors specific to
that business and estimates future cash flows to be generated by that
business. These assumptions and estimates are necessarily subjective and
based on management's best estimates based on the information available at
the time such estimates are made. Based on these assumptions and estimates,
the Company determines whether it needs to record an impairment charge to
reduce the value of the asset stated on the balance sheet to reflect its
estimated fair value. Assumptions and estimates about future values and
remaining useful lives are complex and often subjective. They can be
affected by a variety of factors, including external factors such as industry
and economic trends, and internal factors such as changes in the Company's
business strategy and its internal forecasts. Although management believes
the assumptions and estimates that have been made in the past have been
reasonable and appropriate, different assumptions and estimates could
materially impact the Company's reported financial results. More
conservative assumptions of the anticipated future benefits from these
businesses could result in impairment charges in the statement of operations,
and lower asset values on the balance sheet. Conversely, less conservative
assumptions could result in smaller or no impairment charges. The fair values
were determined using discounted cash flow (DCF) analyses of financial
projections for each reporting unit.
The annual impairment tests conducted as of December 31, 2008 and 2007
resulted in total impairment charges in fiscal 2009 and 2008 of $43.6 million
and $71.3 million, respectively. See Note 5 to the accompanying consolidated
financial statements for details.
Investment in Preferred Stock of a Private Company
An investment in preferred stock of a privately held company is
included in non-current Other Assets in the consolidated balance sheets and
is accounted for under the cost method of accounting because the Company does
not have the ability to exercise significant influence over the issuer's
operations. The originally ascribed carrying value of $3.1 million for this
preferred stock, which was received as partial consideration for the sale of
the TelAlert software business in August 2007, was determined using the
Black-Scholes Option Pricing Model, in which the preferred stock is treated
as a series of call options on the entity's enterprise value. Under the cost
method of accounting, this investment is carried at cost and is only adjusted
for other-than-temporary declines in fair value and distributions of
earnings. Management periodically evaluates the recoverability of this
preferred stock investment based on the performance and the financial
position of the issuer as well as other evidence of market value. Such
evaluations include, but are not limited to, reviewing the investee's cash
position, recent financings, projected and historical financial performance,
cash flow forecasts and financing requirements. As of February 28, 2009, the
estimated fair value of the preferred stock was $2.0 million. The Company
concluded that this decline in fair value was not temporary and accordingly
recorded an impairment loss of $1.1 million.
Stock-Based Compensation Expense
The FASB issued Statement of Financial Accounting Standards No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123R"), which requires companies
to measure all employee stock-based compensation awards using a fair value
method and record such expense in their financial statements. The Company
adopted SFAS 123R at the beginning of fiscal 2007. Accordingly, the Company
measures stock-based compensation expense at the grant date, based on the
fair value of the award, and recognizes the expense over the employee's
requisite service (vesting) period using the straight-line method. The
measurement of stock-based compensation expense is based on several criteria
including, but not limited to, the valuation model used and associated input
factors, such as expected term of the award, stock price volatility, risk
free interest rate and forfeiture rate. Certain of these inputs are
subjective to some degree and are determined based in part on management's
judgment. The Company recognizes the compensation expense on a straight-line
basis for its graded-vesting awards. SFAS 123R requires forfeitures to be
estimated at the time of grant and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. However, the
cumulative compensation expense recognized at any point in time must at least
equal the portion of the grant-date fair value of the award that is vested at
that date. As used in this context, the term "forfeitures" is distinct from
"cancellations" or "expirations", and refers only to the unvested portion of
the surrendered equity awards.
Revenue Recognition
The Company recognizes revenue from product sales when persuasive
evidence of an arrangement exists, delivery has occurred, the sales price is
fixed or determinable and collection of the sales price is reasonably
assured. In cases where terms of sale include subjective customer acceptance
criteria, revenue is deferred until the acceptance criteria are met.
Critical judgments made by management related to revenue recognition include
the determination of whether or not customer acceptance criteria are
perfunctory or inconsequential. The determination of whether or not the
customer acceptance terms are perfunctory or inconsequential impacts the
amount and timing of revenue recognized. Critical judgments also include
estimates of warranty reserves, which are established based on historical
experience and knowledge of the product.
Products sold in connection with service contracts are recorded as
deferred revenues and the associated product costs are recorded as deferred
costs. These deferred amounts are recognized over the life of the service
contract on a straight-line basis.
The Company also undertakes projects that include the design,
development and manufacture of public safety communication systems that are
specially customized to customers' specifications or that involve fixed site
construction. Sales under such contracts are recorded under the percentage-
of-completion method in accordance with Statement of Position No. 81-1
"Accounting for Performance of Construction-Type and Certain Production-Type
Contracts." Costs and estimated revenues are recorded as work is performed
based on the percentage that incurred costs bear to estimated total costs
utilizing the most recent estimates of costs. If the current contract
estimate indicates a loss, provision is made for the total anticipated loss
in the current period. Critical estimates made by management related to
revenue recognition under the percentage-of-completion method include the
estimation of costs at completion and the determination of the overall margin
rate on the specific project.
Results of Operations, Fiscal Years 2007 Through 2009
The following table sets forth, for the periods indicated, the
percentage of revenues represented by items included in the Company's
consolidated statements of operations:
Year Ended February 28,
----------------------------
2009 2008 2007
------ ------ ------
Revenues 100.0% 100.0% 100.0%
Cost of revenues 61.3 86.9 78.5
----- ----- -----
Gross profit 38.7 13.1 21.5
----- ----- -----
Operating expenses:
Research and development 13.1 11.1 6.2
Selling 9.1 7.5 3.2
General and administrative 12.2 10.6 4.7
Intangible asset amortization 4.5 4.6 1.6
Write-off of acquired in-process
research and development - 0.2 3.2
Impairment loss 45.5 50.6 -
----- ----- -----
Operating income (loss) (45.7) (71.5) 2.6
Other income (expense), net (0.9) (1.8) 0.3
----- ----- -----
Income (loss) from continuing
operations before income taxes (46.6) (73.3) 2.9
Income tax benefit (provision) (3.9) 14.9 (2.2)
----- ----- -----
Income (loss) from continuing
operations (50.5) (58.4) 0.7
Loss from discontinued operations,
net of tax - (0.4) (15.4)
Loss on sale of discontinued
operations, net of tax - (0.9) -
----- ----- -----
Net loss (50.5%) (59.7%) (14.7)%
===== ===== =====
The Company's revenue, gross profit and operating income (loss) by
business segment for the last three years are as follows:
REVENUE BY SEGMENT
Year Ended February 28,
--------------------------------------------------------
2009 2008 2007
--------------- --------------- ---------------
% of % of % of
Segment $000s Total $000s Total $000s Total
----------- ------- ----- ------- ----- ------- -----
Satellite $ 26,327 26.8% $ 50,490 35.8% $155,127 73.3%
Wireless DataCom 72,043 73.2% 90,417 64.2% 56,587 26.7%
------- ----- ------- ----- ------- -----
Total $ 98,370 100.0% $140,907 100.0% $211,714 100.0%
======= ===== ======= ===== ======= =====
GROSS PROFIT (LOSS) BY SEGMENT
Year Ended February 28,
--------------------------------------------------------
2009 2008 2007
--------------- --------------- ---------------
% of % of % of
Segment $000s Total $000s Total $000s Total
----------- ------- ----- ------- ----- ------- -----
Satellite $ 10,254 26.9% $(14,808) (80.1%) $ 23,402 51.5%
Wireless DataCom 27,872 73.1% 33,303 180.1% 22,033 48.5%
------- ----- ------- ----- ------ -----
Total $ 38,126 100.0% $ 18,495 100.0% $ 45,435 100.0%
======= ===== ======= ===== ====== =====
OPERATING INCOME (LOSS) BY SEGMENT
Year Ended February 28,
--------------------------------------------------------
2009 2008 2007
--------------- --------------- ---------------
% of % of % of
Total Total Total
Segment $000s Revenue $000s Revenue $000s Revenue
----------- ------- ----- ------- ----- ------- -----
Satellite $ 3,616 3.7% $ (63,924) (45.4%) $ 17,317 8.2%
Wireless DataCom (42,206) (42.9%) (30,473) (21.6%) (5,888) (2.8%)
Corporate expenses (6,394) (6.5%) (6,421) (4.6%) (5,853) (2.8%)
------- ----- ------- ----- ------ -----
Total $(44,984) (45.7%) $(100,818) (71.6%) $ 5,576 2.6%
======= ===== ======= ===== ====== =====
Satellite segment's gross profit of $10.3 million and operating income
of $3.6 million in fiscal 2009 includes a $9 million gain recorded as a
reduction of cost of revenues from a legal settlement with a supplier in
January 2009. The operating income of $3.6 million for that period also
includes a goodwill impairment charge of $2.3 million.
Wireless DataCom's operating loss of $42.2 million in fiscal 2009
includes a total impairment charge of $41.3 million.
Corporate expenses in fiscal 2009 include an impairment charge of $1.1
million on an investment in preferred stock of a privately held company.
This impairment was primarily attributable to the economic downturn, which
adversely impacted the revenues and cash flows of this privately held
company.
Satellite's negative gross profit of $14.8 million and operating loss of
$63.9 million in fiscal 2008 includes a $17.9 million charge for estimated
expenses to correct a product performance issue involving key DBS customer,
as further described in Note 11 to the accompanying consolidated financial
statements. The operating loss of $63.9 million for that period also
includes a goodwill impairment charge of $44.4 million.
Wireless DataCom's operating loss of $30.5 million in fiscal 2008
includes a goodwill impairment charge of $26.9 million. The Wireless DataCom
segment operating loss of $5.9 million in fiscal 2007 includes a charge of
$6.9 million to write off in-process research and development costs
associated with the Dataradio acquisition.
Fiscal Year 2009 compared to Fiscal Year 2008
Revenue
Satellite revenue declined $24.1 million, or 48%, to $26.3 million in
fiscal 2009 from $50.5 million in fiscal 2008. Sales to the Company's
historically largest DBS customer declined by $0.5 million from $15.9 million
in fiscal 2008 to $15.4 million in fiscal 2009. Also, sales to the
Company's other DBS customer declined from $33.7 million in fiscal 2008 to
$10.2 million in fiscal 2009 primarily due to a reduction of orders caused by
pricing and competitive pressures, and the time period involved in getting
the next generation product qualified with this customer. The Company does
not expect to begin shipping this next generation product until late in
fiscal 2010. Although the Company expects that its Satellite revenue will
increase in fiscal 2010 compared to fiscal 2009, in the foreseeable future it
does not expect its Satellite revenue to fully return to pre-fiscal 2008
levels as a result of macroeconomic and competitive factors.
Wireless DataCom revenue decreased by $18.4 million, or 20%, to $72.0
million in fiscal 2009 from $90.4 million in fiscal 2008. More than half of
the decrease was due to a decline in sales of radio modules to a key Wireless
DataCom customer due to the demand volatility for that customer's radio
products from government agencies. The remainder of the decrease was due to
lower revenues of the Wireless DataCom businesses attributable to the
economic downturn, which has caused both commercial and governmental
customers to defer buying decisions.
Gross Profit (Loss) and Gross Margins
Satellite had gross profit of $10.3 million in fiscal 2009, compared
with a negative gross profit of $14.8 million in fiscal 2008. Satellite's
negative gross profit of $14.8 million in fiscal 2008 includes a $17.9
million charge for estimated expenses to correct a product performance issue
involving a key DBS customer. The gross profit in fiscal 2009 was benefited
by (i)a $9.0 million gain from a legal settlement with a supplier that was
recorded as reduction of cost of revenues; (ii) $0.6 million associated with
the sale of Satellite products for which the inventory cost had been fully
reserved in the prior fiscal year; and (iii) a reduction of $1.1 million in
estimated costs to correct a product performance issue.
Wireless DataCom gross profit decreased by $5.4 million to $27.9 million
in fiscal 2009 from $33.3 million in fiscal 2008, due mainly to the 20%
decrease in revenues. Wireless DataCom's gross margin increased by 1.9% from
36.8% in fiscal 2008 to 38.7% in fiscal 2009. This margin improvement was
due primarily to a $1.5 million patent sale in the first quarter of fiscal
2009 for which the cost of revenues was zero. Excluding the patent sale,
Wireless DataCom's gross margin was 37.4% in fiscal 2009.
See also Note 13 to the accompanying unaudited consolidated financial
statements for additional operating data by business segment.
Operating Expenses
Consolidated research and development ("R&D") expense decreased by $2.8
million to $12.9 million in fiscal 2009 from $15.7 million in fiscal 2008.
These decreases are primarily due to personnel reductions in the Public
Safety Mobile ("PSM") business of the Wireless DataCom segment.
Consolidated selling expenses decreased by $1.7 million from $10.7
million in fiscal 2008 to $9.0 million in fiscal 2009, primarily due to bad
debt reserve reductions of $927,000 related to a Wireless DataCom customer.
Consolidated general and administrative expenses ("G&A") decreased by
$2.9 million from $15.0 million in fiscal 2008 to $12.1 million in fiscal
2009. The decrease is primarily the result of a reduction of approximately
$1.4 million in G&A of the PSM business, which included Smartlink integration
costs of approximately $721,000 in fiscal 2008 that were not present in
fiscal 2009, and lower stock-based compensation expense of $756,000. The
reduction in stock-based compensation expense included in G&A is primarily
attributable to the forfeiture of unvested stock options upon the resignation
of the Company's former President and Chief Executive Officer in March 2008.
Partially offsetting the effect of the lower stock-based compensation expense
and the nonrecurring Smartlink integration costs in fiscal 2008 was a
$303,000 charge for severance costs of the Company's former Satellite
president in the second quarter of fiscal 2009.
Amortization of intangibles decreased from $6.4 million in fiscal 2008
to $4.4 million in fiscal 2009. These decreases were primarily attributable
to the contracts backlog intangible assets arising from the May 2006
acquisitions of Dataradio and the Technocom MRM product line that became
fully amortized during the first quarter of fiscal 2008.
The in-process research and development ("IPRD") write-off of $310,000
for fiscal 2008 was related to the acquisition of SmartLink in April 2007.
Non-operating Expense, Net
Non-operating expense was $1.0 million for fiscal 2009, compared to $2.5
million for fiscal 2008. The $1.5 million decrease was primarily due to (i)
a foreign currency gain of $177,000 in fiscal 2009 compared to a $694,000
foreign currency loss in fiscal 2008; and (ii) a decrease in net interest
expense of $812,000 because of lower debt in fiscal 2009 and because the
banks waived previously assessed fees and interest charges of approximately
$204,000 in January 2009. This effect was partially offset by a gain of
$330,000 on the sale of an investment that was recorded in fiscal 2008.
Income Tax Provision
Income tax expense allocated to loss from continuing operations for the
year ended February 28, 2009 was $3.7 million. The effective income tax rate
in fiscal 2009 was less than the statutory rate of approximately 41% because
(i) no tax benefit has been provided on the U.S. pretax loss (which included
portions of goodwill and intangibles impairment charges that are tax
deductible); (ii) no tax benefit has been provided on the pretax loss
generated by the Company's Canadian subsidiary; and (iii) the valuation
allowance for deferred tax assets was increased by $16.4 million in fiscal
2009.
Fiscal Year 2008 compared to Fiscal Year 2007
Revenue
Satellite segment revenue declined $104.6 million, or 67%, to $50.5
million for fiscal 2008 from $155.1 million for fiscal 2007. This decline
was primarily attributable to the action taken by the Company's historically
largest DBS customer to put on hold all orders with the Company, including
orders for newer generation products, pending a requalification of all
products manufactured by CalAmp for this customer and a review of production
processes. Revenues from this customer in fiscal 2008 were $92 million lower
than in fiscal 2007. The Company reached a settlement agreement with this
customer in December 2007 as further described in Note 11 to the accompanying
consolidated financial statements. The Company resumed shipments to this
customer in May 2008.
Wireless DataCom segment revenue increased by $33.8 million, or 60%, to
$90.4 million for fiscal 2008 compared to fiscal 2007 due to: (i) an $8.8
million increase in sales of radio modules to a Wireless DataCom customer in
support of that customer's contract with the U.S. Department of Defense;
(ii) the acquisition of Aercept in March 2007, which contributed revenue of
$12.4 million in fiscal 2008; and the fact that the operations of Dataradio
and the Technocom MRM business were included for all 52 weeks of fiscal 2008
versus only 40 weeks of fiscal 2007.
Gross Profit and Gross Margins
The Satellite segment had negative gross profit of $(14.8) million for
fiscal 2008 compared with a gross profit of $23.4 for fiscal 2007. The
decline in gross profit is primarily attributable to the $17.9 million charge
for estimated expenses to correct a product performance issue with a key DBS
customer and the $104.6 million decline in revenue in fiscal 2008 compared to
fiscal 2007.
Gross profit of the Wireless DataCom segment increased 51% to $33.3
million for fiscal 2008 compared to $22.0 million in fiscal 2007, which is
commensurate with the 60% revenue increase of this segment. Wireless
DataCom's gross margin decreased from 38.9% for fiscal 2007 to 36.8% for
fiscal 2008 due to a change in product mix, primarily due to the acquisition
at the beginning of fiscal 2008 of Aercept, which was operating at lower
gross margins than the other businesses within the Wireless DataCom
businesses.
See also Note 13 to the accompanying consolidated financial statements
for additional operating data by business segment.
Operating Expenses
Consolidated R&D expense increased by $2.7 million to $15.7 million for
fiscal 2008 from $13.0 million in fiscal 2007, primarily from higher R&D
expenses of Dataradio. Dataradio's R&D expense accounted for $3.4 million of
the increase, offset by a reduction in R&D expense associated with the
Company's Satellite segment and the Wireless DataCom's OEM business.
Dataradio was included for all 52 weeks of the fiscal 2008 period and only 40
weeks of the fiscal 2007 period.
Consolidated selling expenses increased by $3.9 million to $10.6 million
for fiscal 2008 from $6.8 million in fiscal 2007. This increase is primarily
due to higher selling expenses of Dataradio and Aercept, which accounted for
$2.4 million and $1.2 million of the increase, respectively. As noted
above, Dataradio was included for all 52 weeks of the fiscal 2008 period
versus only 40 weeks of the fiscal 2007 period, and Aercept was acquired in
March 2007.
Consolidated G&A expenses increased by $5.2 million for fiscal 2008,
which increase is primarily due to the acquisitions of Dataradio in May 2006,
Aercept in March 2007 and SmartLink in April 2007, which collectively
accounted for increased G&A of $3.4 million for fiscal 2008 compared to the
prior year.
Amortization of intangibles increased from $3.5 million for fiscal 2007
to $6.4 million for fiscal 2008. The increase was primarily attributable to
the acquisitions of Aercept and SmartLink.
The IPR&D write-off declined from $6.9 million for fiscal 2007 to
$310,000 for fiscal 2008. The fiscal 2007 IPR&D write-off was related to the
acquisition of Dataradio, while the fiscal 2008 IPR&D write-off was related
to the acquisition of SmartLink. The IPR&D of $6.9 million in fiscal 2007 is
further described in Note 2 to the accompanying consolidated financial
statements.
Operating Loss
The operating loss for fiscal 2008 was $100.8 million, compared to
operating income of $5.6 million for fiscal 2007. The operating loss in
fiscal 2008 is attributable to the impairment charge of $71.3 million, the
$17.9 million charge for the DBS product performance issue noted above, and
the reduction in gross profit due to the $92 million decline in revenues from
a key DBS customer.
Non-Operating Income (Expense), Net
Non-operating expense for fiscal 2008 was $2,472,000, compared to non-
operating income of $591,000 for fiscal 2007. The change was primarily due
to (i) an increase in net interest expense of $1,450,000 because of lower
invested cash and higher debt in fiscal 2008; (ii) $694,000 in foreign
currency loss in fiscal 2008 compared to a $362,000 gain in fiscal 2007; and
(iii) a gain of $689,000 in fiscal 2007 on currency hedging activities in
connection with the Dataradio acquisition, for which the purchase price was
denominated in Canadian dollars.
Income Tax Provision
Income tax benefit allocated to loss from continuing operations for the
year ended February 28, 2008 was $20,940,000. Income tax expense allocated
to income from continuing operations for the year ended February 28, 2007 was
$4,716,000. Income tax expense allocated to income from discontinued
operations for the year ended February 28, 2008 was $2,431,000. Income tax
benefit allocated to loss from discontinued operations for the year ended
February 28, 2007 was $1,935,000. The effective income tax rate on income
(loss) from continuing operations was 20% and 76% in the years ended February
28, 2008 and 2007, respectively. The effective income tax rate in fiscal
2008 of 20% was impacted by nondeductible goodwill of $49.4 million while the
76% in fiscal 2007 was impacted by IPR&D expense of $6.9 million.
Liquidity and Capital Resources
The Company's primary sources of liquidity are its cash and cash
equivalents, which amounted to $6,913,000 at February 28, 2009. During
fiscal year 2009, cash and cash equivalents increased by $325,000. Cash
provided by operating activities was $13,760,000, of which $9,000,000 relates
to the gain from the Rogers legal settlement. Operating cash flow was
substantially offset by debt repayments of $11,452,000, net cash used in
investing activities of $1,441,000, and the effect of exchange rate changes
on cash of $542,000.
Cash was provided by a decrease in operating working capital during
fiscal 2009 in the aggregate amount of $7,499,000, comprised of a decrease of
$6,288,000 in accounts receivable, a decrease of $9,442,000 in inventories
and a decrease of $2,679,000 in prepaid expenses and other assets, partially
offset by decreases in accounts payable, accrued liabilities and deferred
revenue of $5,453,000, $5,061,000 and $396,000, respectively.
When the turbulence in the U.S. Economy began in September 2008, the
Company was still in the early stages of regaining the sales volume with its
historically largest customer that had been abruptly curtailed in May 2007
due to a product performance issue. The economic downturn, which soon spread
around the world, slowed the pace of regaining the lost Satellite business
and also adversely impacted the Company's Wireless DataCom revenues as
customers postponed capital spending. In response to the downturn in
revenues, the Company has recently taken action to reduce its costs and
expenses by over $6 million on an annualized basis. In addition, the Company
has raised cash by selling patents that are not essential to its current
business operations and may sell additional patents in the future. The
Company received $9 million cash in a legal settlement with Rogers
Corporation in January 2009, of which $6.2 million was applied to reduce the
bank term loan balance. The Company also reduced its level of capital
expenditures in fiscal 2009, which was about $500,000 lower than the prior
year. Through these and other actions, the Company believes that it will
have adequate resources to continue operating its business in the normal
course for at least the next 12 months.
The Company believes that inflation and foreign currency exchange rates
did not have a material effect on its operations in fiscal 2009.
In May 2006, the Company entered into a Credit Agreement (the "Credit
Agreement") with Bank of Montreal (BMO), as administrative agent, and the
other financial institutions that from time to time may become parties to the
Credit Agreement (collectively, the "Banks"). Borrowings are secured by
substantially all of the assets of CalAmp Corp. and its domestic
subsidiaries. At the Company's option, borrowings under the Credit Agreement
bear interest at BMO's prime rate ("Prime Based Loans") plus a margin ranging
from 2.50% to 2.75% (the "Prime Rate Margin") or LIBOR ("LIBOR Based Loans")
plus a margin ranging from 3.25% to 3.75% (the "LIBOR Margin"). The Prime
Rate Margin and the LIBOR Margin vary depending on the Company's ratio of
debt to earnings before interest, taxes, depreciation, amortization and other
noncash charges (the "Leverage Ratio"). Interest is payable on the last day
of the calendar quarter for Prime Based Loans and at the end of the fixed-
rate LIBOR period (ranging from 1 to 12 months) in the case of LIBOR Based
Loans. At February 28, 2009, the effective interest rate on the bank term
loan was 4.23% comprised of a one-month LIBOR rate of 0.48% plus the LIBOR
Margin of 3.75%.
The Credit Agreement also provides for a working capital line of credit
of $3,375,000. At February 28, 2009, $1,725,000 of the working capital line
of credit was reserved for outstanding irrevocable stand-by letters of credit
and $1,650,000 was available for working capital borrowings. Outstanding
amounts under the revolver would bear interest at BMO's prime rate plus 4% or
LIBOR plus 5%. There were no outstanding borrowings on the revolver at
February 28, 2009.
A principal payment of $1,250,000 was made on March 31, 2009, and
principal payments of $1,600,000 are due on both June 30, 2009 and September
30, 2009. The Company is also required to make mandatory prepayments under
the credit facility in certain circumstances, including following the
Company's incurrence of certain indebtedness, disposition of its property or
extraordinary income.
The Credit Agreement has a maturity date of December 31, 2009, at which
time all outstanding borrowings are due and payable. In the event all
outstanding obligations under the Credit Agreement are not paid in full by
June 30, 2009, an additional fee of $150,000 will be due and payable to the
Banks on December 31, 2009. The Credit Agreement also includes customary
affirmative and negative covenants including, without limitation, negative
covenants regarding additional indebtedness, investments, maintenance of the
business, liens, guaranties, transfers and sales of assets, and the payment
of dividends and other restricted payments.
On February 13, 2009, the Company entered into the Seventh Amendment and
Consent to the Credit Agreement (the "Seventh Amendment"), pursuant to which
the Banks agreed to make certain changes to the financial covenants. The
Banks also consented to the EchoStar Note Amendment as described below, and
the Company agreed to make additional principal payments on the bank term
loan of $7.50 per unit for the first 120,000 units sold to EchoStar beginning
in January 2009 of the product that has the higher subordinated note payment
under the EchoStar Note Amendment.
On May 1, 2009, the Company entered into the Eighth Amendment and
Consent to the Credit Agreement (the "Eighth Amendment"), pursuant to which
the Banks waived certain financial covenant violations and agreed to change
the minimum levels of consolidated earnings before interest, taxes,
depreciation and amortization (EBITDA) and Wireless DataCom revenues required
by the financial covenants for the remaining term of the Credit Agreement.
As noted above, the Company's Credit Agreement with the Banks has a
maturity date of December 31, 2009. Prior to maturity the Company believes
that it will be able to refinance the outstanding borrowings under the Credit
Agreement with an asset-based loan, possibly supplemented by proceeds from
another funding source. The Company believes that it will be able to obtain
an asset based loan to pay off the term loan prior to its maturity date
because after giving effect to the next two quarterly term loan principal
payments, the balance on that loan is projected to be less than the Company's
estimated borrowing capacity against receivables and inventories. Although
the Company believes that its expectations are reasonable, in light of the
Company's recent history of operating losses, economic conditions generally,
and the turbulent state of the credit markets at the present time, no
assurance can be given that the Company will be able to refinance the
outstanding borrowings under the Credit Agreement from other funding sources.
On December 14, 2007, the Company entered into a settlement agreement
with a key DBS customer. Under the terms of the settlement agreement, the
Company issued to the customer a $5 million non-interest bearing promissory
note that is payable at a rate of $5.00 per unit on the first one million DBS
units purchased by this customer after the date of the settlement agreement.
The promissory note, which is subordinated to the outstanding indebtedness
under CalAmp's bank credit facility, will be accelerated if the Company
becomes insolvent, files for bankruptcy, or undergoes a change of control.
On February 13, 2009, the Company entered into an amendment of the
subordinated promissory note payable to EchoStar Technologies LLC (the
"EchoStar Note Amendment"). Pursuant to the EchoStar Note Amendment, the
Company agreed to increase the principal payments on the subordinated note
from $5.00 to $20.00 per unit for sales to this customer of up to 120,000
units of a certain product during the period from January through May 2009.
After the earlier of the purchase of 120,000 units of this certain product or
May 31, 2009, the per unit note principal payment applicable to sales of this
product will revert to $5.00. The per unit note principal payment for all
other products will remain at $5.00. From January 2009 through May 7, 2009,
the Company shipped 95,800 units of this product.
At February 28, 2009, the Company had a $2.9 million reserve for accrued
warranty costs and a $1.2 million reserve to rework products in inventory in
connection with the aforementioned DBS product performance issue. Also at
that date the Company had a $1.3 million reserve for vendor commitment
liabilities related to this product performance issue. The Company believes
that these reserves will be adequate to cover total future product rework
costs under this settlement agreement and vendor commitment liabilities for
materials not expected to be utilizable in the future. Substantially all of
the cash impact of these reserves is anticipated to occur over the next 12
months.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Contractual Obligations
Following is a summary of the Company's contractual cash obligations as
of February 28, 2009 (in thousands):
Payments Due by Period
-------------------------------
Contractual Less than 1-3 3-5 More than
Obligations 1 year years years 5 years Total
--------------- -------- ------- ------ ------- -------
Bank debt $17,550 $ - $ - $ - $17,550
Subordinated
note payable 3,528 - - - 3,528
Operating leases 2,142 2,559 42 - 4,743
Purchase
obligations 9,333 - - - 9,333
------- ------- ------ ------- -------
Total contractual
cash obligations $32,553 $ 2,559 $ 42 $ - $35,154
======= ======= ======= ======= =======
Purchase obligations consist of obligations under non-cancelable
purchase orders, primarily for inventory purchases of raw materials,
components and subassemblies.
New Authoritative Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." This statement defines fair value, establishes a framework
for using fair value to measure assets and liabilities, and expands
disclosures about fair value measurements. The statement applies whenever
other statements require or permit assets or liabilities to be measured at
fair value. SFAS No. 157 is effective for fiscal years beginning after
November 15, 2007. However, in February 2008, the FASB issued FASB Staff
Position (FSP) FAS 157-2 which delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually). This FSP partially defers the effective
date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and
interim periods within those fiscal years for items within the scope of this
FSP. The Company is currently determining the effects, if any, that this
pronouncement will have on its financial statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007),
"Business Combinations". SFAS No. 141(R) establishes principles and
requirements for how an acquirer in a business combination recognizes and
measures the assets acquired, liabilities assumed, and any noncontrolling
interest in the acquiree. In the Company's case, this statement applies
prospectively to business combinations after February 28, 2009.
ITEM 7A. 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. The Company's Canadian
subsidiary uses the Canadian dollar, the local currency, as its functional
currency. The cumulative foreign currency translation loss included in the
other comprehensive income (loss) in stockholders' equity amounted to
$319,000 as of February 28, 2009.
Debt Risk
The Company has variable-rate bank debt. A fluctuation of one percent
in interest rate would have an annual impact of approximately $105,000 net of
tax on the Company's consolidated statement of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
CalAmp Corp. and Subsidiaries
We have audited the accompanying consolidated balance sheet of CalAmp Corp.
and subsidiaries as of February 28, 2009 and the related consolidated
statements of operations, stockholders' equity and comprehensive loss, and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CalAmp
Corp. and subsidiaries as of February 28, 2009, and the results of their
operations and their cash flows for the year then ended, in conformity with
U.S. generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), CalAmp Corp. and subsidiaries'
internal control over financial reporting as of February 28, 2009, based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, and our
report dated May 11, 2009 expressed an unqualified opinion on the
effectiveness of CalAmp Corp. and subsidiaries' internal control over
financial reporting.
SINGERLEWAK LLP
/s/ SINGERLEWAK LLP
Los Angeles, California
May 11, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
CalAmp Corp. and Subsidiaries
We have audited CalAmp Corp. and subsidiaries' (collectively, the "Company")
internal control over financial reporting as of February 28, 2009, based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The
Company's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting included in the accompanying
Management's Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company's
internal control over financial reporting includes those policies and
procedures that (a) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (b) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (c) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of February 28, 2009, based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
CalAmp Corp. and subsidiaries as of February 28, 2009 and the related
consolidated statements of operations, stockholders' equity and comprehensive
loss, and cash flows for the year then ended and our report dated May 11,
2009 expressed an unqualified opinion.
SINGERLEWAK LLP
/s/ SINGERLEWAK LLP
Los Angeles, California
May 11, 2009
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
CalAmp Corp.:
We have audited the accompanying consolidated balance sheet of CalAmp
Corp. and subsidiaries as of February 28, 2008, and the related consolidated
statements of operations, stockholders' equity and comprehensive loss, and
cash flows for each of the years in the two-year period ended February 28,
2008. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CalAmp
Corp. and subsidiaries as of February 28, 2008, and the results of their
operations and their cash flows for each of the years in the two-year period
ended February 28, 2008, in conformity with U.S. generally accepted
accounting principles.
As discussed in Note 7 to the consolidated financial statements,
effective March 1, 2007, the Company adopted the provisions of Financial
Accounting Standard Board Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109".
/s/ KPMG LLP
Los Angeles, California
May 14, 2008
CALAMP CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE)
February 28,
---------------------
2009 2008
-------- --------
Assets
Current assets:
Cash and cash equivalents $ 6,913 $ 6,588
Accounts receivable, less allowance for
doubtful accounts of $552 and $1,271 at
February 28, 2009 and 2008, respectively 13,682 20,043
Inventories 15,139 25,097
Deferred income tax assets 3,479 5,306
Prepaid expenses and other current assets 4,962 9,733
-------- --------
Total current assets 44,175 66,767
-------- --------
Property, equipment and improvements, net of
accumulated depreciation and amortization 2,139 5,070
Deferred income tax assets, less current portion 13,111 14,802
Goodwill - 28,520
Other intangible assets, net 6,473 24,424
Other assets 3,749 3,458
-------- --------
$ 69,647 $143,041
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 21,078 $ 5,343
Accounts payable 5,422 10,875
Accrued payroll and employee benefits 3,380 4,218
Accrued warranty costs 3,286 3,818
Other current liabilities 8,683 11,800
Deferred revenue 3,609 4,005
-------- --------
Total current liabilities 45,458 40,059
-------- --------
Long-term debt, less current portion - 27,187
Other non-current liabilities 990 2,375
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; 25,217 and 25,041 shares issued
and outstanding at February 28, 2009 and
2008, respectively 252 250
Additional paid-in capital 144,881 144,318
Accumulated deficit (120,814) (71,149)
Accumulated other comprehensive income (loss) (1,120) 1
-------- --------
Total stockholders' equity 23,199 73,420
-------- --------
$ 69,647 $143,041
======== ========
See accompanying notes to consolidated financial statements.
CALAMP CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Year ended February 28,
-----------------------------
2009 2008 2007
-------- -------- -------
Revenues $ 98,370 $140,907 $211,714
Cost of revenues 60,244 122,412 166,279
-------- -------- --------
Gross profit 38,126 18,495 45,435
-------- -------- --------
Operating expenses:
Research and development 12,899 15,710 12,989
Selling 8,959 10,633 6,765
General and administrative 12,087 14,966 9,792
Intangible asset amortization 4,429 6,418 3,463
Write-off of acquired in-process
research and development - 310 6,850
Impairment loss 44,736 71,276 -
-------- -------- --------
Total operating expenses 83,110 119,313 39,859
-------- -------- --------
Operating income (loss) (44,984) (100,818) 5,576
Non-operating income (expense):
Interest expense, net (1,091) (1,903) (453)
Other income (expense), net 180 (569) 1,044
-------- -------- --------
Total non-operating income (expense) (911) (2,472) 591
-------- -------- --------
Income (loss) from continuing
operations before income taxes (45,895) (103,290) 6,167
Income tax benefit (provision) (3,770) 20,940 (4,716)
-------- -------- --------
Income (loss) from continuing operations (49,665) (82,350) 1,451
Loss from discontinued operations,
net of tax - (597) (32,639)
Loss on sale of discontinued
operations, net of tax - (1,202) -
-------- -------- --------
Net loss $(49,665) $(84,149) $(31,188)
======== ======== ========
Basic earnings (loss) per share from:
Continuing operations $ (2.01) $ (3.45) $ 0.06
Discontinued operations - (0.08) (1.40)
-------- -------- --------
Total basic loss per share $ (2.01) $ (3.53) $ (1.34)
======== ======== ========
Diluted earnings (loss) per share from:
Continuing operations $ (2.01) $ (3.45) $ 0.06
Discontinued operations - (0.08) (1.40)
-------- -------- --------
Total diluted loss per share $ (2.01) $ (3.53) $ (1.34)
======== ======== ========
Shares used in computing basic and
diluted earnings (loss) per share:
Basic 24,765 23,881 23,353
Diluted 24,765 23,881 23,353
See accompanying notes to consolidated financial statements.
CALAMP CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)
Accum-
Retained ulated
Common Earnings Other Total
Common Stock Additional Stock (Accum- Compre- Stock-
-------------- Paid-in Held in ulated hensive holders'
Shares Amount Capital Escrow Deficit) Loss Equity
------ ------ ------ -------- -------- ------ ------
Balances at
February 28, 2006 23,204 $232 $135,022 $(2,532) $ 44,188 $ (801) $176,109
Net loss - - - - (31,188) - (31,188)
Change in unrealized
gain on available-for-
sale investments - - - - - 45 45
Foreign currency trans-
lation adjustments - - - - - (404) (404)
------
Comprehensive loss (31,547)
Sales of common stock
held in escrow - - - 2,532 - - 2,532
Issuance of restricted
Stock 20 - - - - - -
Stock-based compen-
sation expense - - 2,213 - - - 2,213
Exercise of stock
options and warrants 373 4 1,393 - - - 1,397
Tax benefits from exer-
cise of non-qualified
stock options - - 568 - - - 568
Other (2) - (21) - - - (21)
------ ---- ------- -------- -------- ------ --------
Balances at
February 28, 2007 23,595 236 139,175 - 13,000 (1,160) 151,251
Net loss - - - - (84,149) - (84,149)
Change in unrealized
gain on available-for-
sale investments - - - - - (45) (45)
Foreign currency trans-
lation adjustments - - - - - 1,206 1,206
------
Comprehensive loss (82,988)
Issuance of restricted
stock, net of
forfeitures 380 4 (4) - - - -
Stock-based compen-
sation expense - - 2,238 - - - 2,238
Exercise of stock
options and warrants 66 - 212 - - - 212
Issuance of stock and
warrants 1,000 10 2,802 - - - 2,812
Other - - (105) - - - (105)
------ ---- ------- -------- -------- ------ --------
Balances at
February 28, 2008 25,041 250 144,318 $ - (71,149) 1 73,420
Net loss - - - - (49,665) - (49,665)
Foreign currency trans-
lation adjustments - - - - - (1,121) (1,121)
------
Comprehensive loss (50,786)
Issuance of restricted
and bonus stock, net
of forfeitures 166 2 (127) - - - (125)
Stock-based compen-
sation expense - - 1,268 - - - 1,268
Exercise of stock
options and warrants 10 - (15) - - - (15)
Other - - (563) - - - (563)
------ ---- ------- -------- -------- ------ --------
Balances at
February 28, 2009 25,217 $252 $144,881 $ - $(120,814) $(1,120) $ 23,199
====== ==== ======== ======== ======== ====== ========
See accompanying notes to consolidated financial statements.
CALAMP CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year ended February 28,
------------------------------
2009 2008 2007
-------- -------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(49,665) $(84,149) $(31,188)
Adjustments to reconcile net loss
to net cash provided (used) by operating activities:
Depreciation and amortization 6,549 9,681 6,920
Stock-based compensation expense 1,268 2,238 2,213
Write-off of in-process research and development - 310 6,850
Impairment loss 44,736 71,276 29,848
Excess tax benefit from stock-based compensation - - (496)
Deferred tax assets, net 3,373 (20,784) 1,485
Loss on sale of discontinued operations,
net of tax - 1,202 -
Gain of sale of investment - (331) -
Other - (6) 85
Changes in operating assets and liabilities:
Accounts receivable 6,288 18,700 (3,755)
Inventories 9,442 1,116 (2,059)
Prepaid expenses and other assets 2,679 2,629 (2,689)
Accounts payable (5,453) (16,807) 12,962
Accrued liabilities (5,061) 13,795 (3,995)
Deferred revenue (396) (346) 542
-------- -------- --------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 13,760 (1,476) 16,723
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (831) (1,359) (2,828)
Proceeds from sale of property and equipment - 7 16
Proceeds from sale of investment - 1,045 -
Proceeds from sale of discontinued operations 465 4,420 -
Acquisition of Aercept - (19,318) -
Acquisition of Smartlink 296 (7,845) -
Acquisition of Dataradio net of cash acquired - - (48,053)
Acquisition of TechnoCom product line (1,183) (985) (2,486)
Proceeds from Vytek escrow fund distribution - - 480
Other (188) - (240)
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES (1,441) (24,035) (53,111)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt - - 38,000
Debt repayments (11,452) (6,728) (11,421)
Proceeds from exercise of stock options - 213 1,397
Excess tax benefit from stock-based compensation - - 496
-------- -------- --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES(11,452) (6,515) 28,472
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (542) 1,077 (330)
-------- -------- --------
Net change in cash and cash equivalents 325 (30,949) (8,246)
Cash and cash equivalents at beginning of year 6,588 37,537 45,783
-------- -------- --------
Cash and cash equivalents at end of year $ 6,913 $ 6,588 $ 37,537
======== ======== ========
See accompanying notes to consolidated financial statements.
CALAMP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Description of Business
CalAmp Corp. ("CalAmp" or the "Company") is a provider of wireless
communications solutions that enable anytime/anywhere access to critical data
and content. CalAmp's Wireless DataCom business services the public safety,
utility, industrial monitoring and controls, and mobile resource management
("MRM") markets. CalAmp's Satellite business supplies outdoor customer
premise equipment to the U.S. Direct Broadcast Satellite ("DBS") market.
The Company has two reporting segments: the Satellite and the Wireless
DataCom. The Satellite segment consists of the Company's DBS business, and
the Wireless DataCom segment consists of CalAmp's legacy wireless businesses
other than DBS and the businesses acquired as described in Note 2 -
Acquisitions and Discontinued Operations below. The Solutions Division, the
remaining operations of which were sold in August 2007, is presented as a
discontinued operation in the accompanying consolidated statements of
operations.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company (a Delaware corporation) and its wholly-owned subsidiaries. All
significant intercompany transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Areas where significant judgments are made include, but are not
necessarily limited to: allowance for doubtful accounts; inventory valuation;
product warranties; deferred income tax asset valuation allowances; valuation
of goodwill, purchased intangible assets and other long-lived assets; stock-
based compensation; and revenue recognition.
Fiscal Year
The Company uses a 52-53 week fiscal year ending on the Saturday
closest to February 28, which for fiscal years 2009, 2008 and 2007 fell on
February 28, 2009, March 1, 2008, and March 3, 2007, respectively. In these
consolidated financial statements, the fiscal year end for all years is shown
as February 28 for clarity of presentation. Fiscal years 2009 and 2008 each
consisted of 52 weeks, while fiscal year 2007 consisted of 53 weeks.
Revenue Recognition
The Company recognizes revenue from product sales when persuasive
evidence of an arrangement exists, delivery has occurred, the sales price is
fixed or determinable and collection of the sales price is reasonably
assured. Generally, these criteria are met at the time product is shipped,
except for shipments made on the basis of "FOB Destination" terms, in which
case title transfers to the customer and the revenue is recorded by the
Company when the shipment reaches the customer. Products sold in connection
with service contracts are recorded as deferred revenues and the associated
product costs are recorded as deferred costs. These deferred amounts are
recognized over the life of the service contract on a straight-line basis.
Customers do not have rights of return except for defective products returned
during the warranty period.
The Company also undertakes projects that include the design,
development and manufacture of public safety communication systems that are
specially customized to customers' specifications or that involve fixed site
construction. Sales under such contracts are recorded under the percentage-
of-completion method in accordance with Statement of Position No. 81-1
"Accounting for Performance of Construction-Type and Certain Production-Type
Contracts." Costs and estimated revenues are recorded as work is performed
based on the percentage that incurred costs bear to estimated total costs
utilizing the most recent estimates of costs. If the current contract
estimate indicates a loss, provision is made for the total anticipated loss
in the current period.
Cash and Cash Equivalents
The Company considers all highly liquid investments with remaining
maturities at date of purchase of three months or less to be cash
equivalents.
Concentrations of Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash equivalents and
trade receivables. The Company currently invests its excess cash in money
market mutual funds and commercial paper. The Company had cash and cash
equivalents in one U.S. bank in excess of federally insured amounts.
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. Revenues from
customers that accounted for 10% or more of consolidated annual revenues in
any one of the last three years, as a percent of consolidated revenues, are
as follows:
Year ended February 28,
------------------------------
Customer 2009 2008 2007
-------- ------ ------ ------
A 15.7% 10.9% 50.6%
B 10.3% 23.9% 18.9%
C 4.8% 14.2% 5.3%
Accounts receivable amounts at fiscal year-end from the customers
referred to in the table above, expressed as a percent of consolidated net
accounts receivable, are as follows:
February 28,
--------------------
Customer 2009 2008
-------- ------ ------
A 26.3% 5.1%
B 0.0% 26.6%
C 2.4% 9.0%
Some of our components, assemblies and electronic manufacturing
services are purchased from sole source suppliers. One supplier, which
functions an independent foreign procurement agent, accounted for 23% and 22%
of Company's total inventory purchases in fiscal 2009 and 2008, respectively.
As of February 28, 2009, this supplier accounted for 14% of the Company's
total accounts payable.
Allowance for Doubtful Accounts
The Company establishes an allowance for estimated bad debts based upon
a review and evaluation of specific customer accounts identified as known and
expected collection problems, based on historical experience, or due to
insolvency, disputes or other collection issues.
Inventories
Inventories include costs of materials, labor and manufacturing
overhead. Inventories are stated at the lower of cost or net realizable
value, with cost determined principally by the use of the first-in, first-out
method.
Property, equipment and improvements
Property, equipment and improvements are stated at the lower of cost or
fair value determined through periodic impairment analyses. The Company
follows the policy of capitalizing expenditures that increase asset lives,
and expensing ordinary maintenance and repairs as incurred. When assets are
sold or disposed of, the cost and related accumulated depreciation are
removed from the accounts and any resulting gain or loss is included in
general and administrative expense.
Depreciation and amortization are based upon the estimated useful lives
of the related assets using the straight-line method. Plant equipment and
office equipment are depreciated over useful lives ranging from two to five
years, while tooling is depreciated over 18 months. Leasehold improvements
are amortized over the shorter of the lease term or the useful life of the
improvements.
Operating Leases
Rent expense under operating leases is recognized on a straight-line
basis over the lease term. The difference between the rent expense and the
rent payment is recorded as an increase or decrease in deferred rent
liability.
The Company accounts for tenant allowances in lease agreements as a
deferred rent liability. The liability is then amortized on a straight-line
basis over the lease term as a reduction of rent expense.
The Company's estimated rent commitment loss on the vacated offices of
the discontinued Solutions Division is included in the deferred rent
liability. The current and non-current portions of the deferred rent
liability are included in other current liabilities and other non-current
liabilities, respectively, in the accompanying consolidated balance sheets.
Goodwill and Other Intangible Assets
Goodwill represents the excess of purchase price and related costs over
the value assigned to the net tangible assets and identifiable intangible
assets of businesses acquired. As required under Statement of Financial
Accounting Standards No. 142, "Accounting for Goodwill and Intangible
Assets", goodwill is not amortized. Instead, goodwill is tested for
impairment on an annual basis and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of
a reporting unit below its carrying amount.
The cost of definite-lived identified intangible assets is amortized
over the assets' estimated useful lives ranging from one to seven years on a
straight-line basis as no other discernable pattern of usage is more readily
determinable.
Accounting for Long-Lived Assets Other Than Goodwill
The Company reviews property and equipment and other long-lived assets
other than goodwill for impairment whenever events or changes in
circumstances indicate that the carrying amounts of an asset may not be
recoverable. Recoverability is measured by comparison of the asset's
carrying amount to the undiscounted future net cash flows an asset is
expected to generate. If a long-lived asset or group of assets is considered
to be impaired, the impairment to be recognized is measured as the amount by
which the carrying amount of the asset or asset group exceeds the discounted
future cash flows that are projected to be generated by the asset or asset
group.
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.
Long-term debt - The estimated fair value of the Company's variable-
rate debt approximates the carrying value of such debt since the variable
interest rates are market-based.
Warranty
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. See Note 10 for a table of annual increases in and
reductions of the warranty liability for the last three years.
Deferred 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 which includes historical
operating performance and the Company's forecast of future operating
performance. The Company evaluates the realizability of its deferred income
tax assets and a valuation allowance is provided, as necessary, in accordance
with the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". 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.
FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
(FIN 48), which was adopted by the Company in fiscal 2008, defines the
threshold for recognizing the benefits of tax return positions in the
financial statements as "more-likely-than-not" to be sustained by the taxing
authorities. FIN 48 provides guidance on de-recognition, measurement and
classification of income tax uncertainties, along with any related interest
and penalties. FIN 48 also includes guidance concerning accounting for
income tax uncertainties in interim periods and increases the level of
disclosures associated with any recorded income tax uncertainties. At
February 28, 2009, the Company had unrecognized tax benefits of $6,449,000
which, if recognized, would impact the effective tax rate on income from
continuing operations.
Foreign Currency Translation and Accumulated Other Comprehensive Income
(Loss) Account
The Company's French subsidiary uses the U.S. dollar as its functional
currency. As a result of changing the functional currency of the Company's
French subsidiary from the French franc to the U.S. dollar in 2002, the
foreign currency translation loss of $801,000 that is included in accumulated
other comprehensive income (loss) will remain unchanged until such time as
the French subsidiary ceases to be part of the Company's consolidated
financial statements. No income tax expense or benefit has been allocated to
this component of accumulated other comprehensive loss because the Company
expects that undistributed earnings of this foreign subsidiary will be
reinvested indefinitely.
The Company's Canadian subsidiary uses the Canadian dollar, the local
currency, as its functional currency. Its financial statements are
translated into U.S. dollars using current or historical rates, as
appropriate, with translation gains or losses included in the "Accumulated
other comprehensive loss" account in the stockholders' equity section of the
consolidated balance sheet. The cumulative foreign currency translation loss
as of February 28, 2009 amounted to $319,000.
The aggregate foreign transaction exchange gains (losses) included in
determining income (loss) from continuing operations before income taxes were
$177,000, $(694,000) and $362,000 in fiscal 2009, 2008 and 2007,
respectively.
Earnings 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 options are exercised and the proceeds are used to purchase
common stock at the average market price during the period. Options 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.
Accounting for Stock Options
Financial Accounting Standards Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 123 (revised 2004), "Share-Based Payment"
("SFAS No. 123R"), requires companies to measure all employee stock-based
compensation awards using a fair value method and record such expense in
their financial statements. The Company adopted SFAS No. 123R at the
beginning of fiscal 2007. Accordingly, the Company measures stock-based
compensation expense at the grant date, based on the fair value of the award,
and recognizes the expense over the employee's requisite service (vesting)
period using the straight-line method. The measurement of stock-based
compensation expense is based on several criteria including, but not limited
to, the valuation model used and associated input factors, such as expected
term of the award, stock price volatility, risk free interest rate and
forfeiture rate. Certain of these inputs are subjective to some degree and
are determined based in part on management's judgment. The Company
recognizes the compensation expense on a straight-line basis for its graded-
vesting awards. SFAS 123R requires forfeitures to be estimated at the time
of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. However, the cumulative
compensation expense recognized at any point in time must at least equal the
portion of the grant-date fair value of the award that is vested at that
date. As used in this context, the term "forfeitures" is distinct from
"cancellations" or "expirations", and refers only to the unvested portion of
the surrendered equity awards.
In the financial statements of periods prior to fiscal 2007, the Company
presented all tax benefits of deductions resulting from the exercise of stock
options as operating cash flows in the consolidated statements of cash flows.
SFAS No. 123R requires the cash flows resulting from the benefits of tax
deductions in excess of the compensation cost recognized for those options to
be classified as financing cash flows. As a result of adopting SFAS No.
123R, $496,000 of such excess tax benefits were classified as a financing
cash inflow in the accompanying consolidated statement of cash flows for
fiscal 2007.
Other Current Liabilities
Other current liabilities consist of the following (in thousands):
February 28,
-----------------------
2009 2008
------- ------
Income taxes payable $ 5,218 $ 3,803
Billings in excess of
costs and earnings on
uncompleted contracts 54 1,036
Other 3,411 6,961
------- -------
$ 8,683 $11,800
======= =======
Recent Authoritative Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." This statement defines fair value, establishes a framework
for using fair value to measure assets and liabilities, and expands
disclosures about fair value measurements. The statement applies whenever
other statements require or permit assets or liabilities to be measured at
fair value. SFAS No. 157 is effective for fiscal years beginning after
November 15, 2007. However, in February 2008, the FASB issued FASB Staff
Position (FSP) FAS 157-2 which delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually). This FSP partially defers the effective
date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and
interim periods within those fiscal years for items within the scope of this
FSP. The Company is currently determining the effects, if any, this
pronouncement will have on its financial statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007),
"Business Combinations". SFAS No. 141(R) establishes principles and
requirements for how an acquirer in a business combination recognizes and
measures the assets acquired, liabilities assumed, and any noncontrolling
interest in the acquiree. In the Company's case, this statement applies
prospectively to business combinations after February 28, 2009.
NOTE 2 - ACQUISITIONS AND DISCONTINUED OPERATIONS
The Company acquired several businesses and product lines in the past
three years that are now part of the Wireless DataCom segment. The more
significant acquisitions are as follows:
Aercept Acquisition
-------------------
On March 16, 2007, the Company acquired Aercept (formerly known as
Aircept), a vehicle tracking business, from AirIQ Inc., a Canadian company,
for cash consideration of $19 million. The source of funds for the purchase
price was the Company's cash on hand. Aercept's business involves the sale
of Global Positioning Satellite (GPS) and cellular-based wireless asset
tracking products and services to vehicle lenders that specialize in
automobile financing for high credit risk individuals.
The purchase price allocation for the Aercept acquisition is as follows
(in thousands):
Purchase price paid in cash $19,000
Direct costs of acquisition 318
-------
Total cost of acquisition 19,318
Fair value of net assets acquired:
Current assets $ 3,992
Property and equipment 275
Other assets 55
Intangible assets:
Developed/core technology $4,970
Customer lists 1,730
Contracts backlog 530
Covenants not to compete 510
-----
Total intangible assets 7,740
Current liabilities (3,909)
------
Total fair value of net assets acquired 8,153
-------
Goodwill $11,165
=======
The Company paid a premium (i.e., goodwill) over the fair value of the
net tangible and identified intangible assets acquired for the following
reasons:
* Aercept was a market leader for this product and the associated services.
* Aercept offered an end-to-end solution comprised of hardware, hosted
application software and wireless data services. This brought core
competencies to CalAmp that can be leveraged across other businesses.
The goodwill arising from the Aercept acquisition is deductible for
income tax purposes.
SmartLink Acquisition
---------------------
On April 4, 2007, the Company acquired the business and substantially
all the assets of SmartLink Radio Networks, a privately-held company, for
cash consideration of $7.9 million. The source of funds for the purchase
price was the Company's cash on hand. SmartLink provides proprietary
interoperable radio communications platforms and integration services for
public safety and critical infrastructure applications. SmartLink's software
defined switch provides interoperability with legacy analog wireless
communications networks without the need to replace the installed base of
land mobile radios. SmartLink's operations were integrated into CalAmp's
Dataradio facilities in Montreal, Canada and Atlanta, Georgia.
The purchase price allocation for the Smartlink acquisition is as
follows (in thousands):
Purchase price paid in cash $ 7,900
Settlement from escrow (100)
Direct costs of acquisition 45
-------
Total cost of acquisition 7,845
Fair value of net assets acquired:
Current assets $ 793
Property and equipment 208
Intangible assets:
Developed/core technology $3,730
Customer lists 910
Contracts backlog 740
In-process research and
development ("IPR&D") 310
-----
Total intangible assets 5,690
Current liabilities (1,866)
------
Total fair value of net assets acquired 4,825
-------
Goodwill $ 3,020
=======
The Company paid a premium (i.e., goodwill) over the fair value of the
net tangible and identified intangible assets acquired for the following
reasons:
* SmartLink had a competitively positioned unique product for the large
public safety mobile voice communications market.
* SmartLink's public safety mobile voice products and systems were
complementary to Dataradio's public safety mobile data communications
business.
* SmartLink's products historically had relatively high gross margins.
The $310,000 allocated to IPR&D in the preliminary purchase price
allocation above was charged to expense immediately following the
acquisition.
The goodwill arising from the SmartLink acquisition is deductible for
income tax purposes.
Dataradio Acquisition
---------------------
On May 26, 2006, the Company completed the acquisition of Dataradio
Inc. ("Dataradio"), a privately held Canadian company. Under the terms of
the acquisition agreement dated May 9, 2006, the Company acquired all capital
stock of Dataradio for a cash payment of Canadian $60.1 million, or U.S.
$54,291,000 at the effective Canadian Dollar (CAD $) to U.S. Dollar exchange
rate on May 26, 2006. This acquisition expanded the Company's wireless data
communications business for public safety and Machine-to-Machine (M2M)
applications. It also furthered the Company's strategic goals of
diversifying its customer base and expanding its product offerings into
higher-margin growth markets.
At the time of the acquisition Dataradio was focused in three primary
business lines: wireless data systems for public safety and first response
applications; wireless data modems for fixed location critical infrastructure
and industrial applications; and design and manufacture of radio frequency
modules. Dataradio now operates as the Public Safety and Industrial
Monitoring and Controls businesses of the Company's Wireless DataCom segment.
The purchase price allocation for the Dataradio acquisition is as
follows (in thousands):
Purchase price paid in cash $54,291
Direct costs of acquisition 474
------
Total cost of acquisition 54,765
Fair value of net assets acquired:
Current assets (including cash of $6,711) $20,306
Property and equipment 927
Intangible assets:
Developed/core technology $6,980
Customer relationships 3,750
Contracts backlog 1,480
Tradename 3,880
In-process research and
development ("IPR&D") 6,850
-----
Total intangible assets 22,940
Current liabilities (8,749)
Deferred tax liabilities, net (5,980)
Long-term liabilities (317)
------
Total fair value of net assets acquired 29,127
------
Goodwill at acquisition date $25,638
======
The Company paid a premium (i.e., goodwill) over the fair value of the
net tangible and identified intangible assets acquired for a number of
reasons, including the following:
* Dataradio was an established provider of radio frequency ("RF") modems and
systems for public safety and private network data applications.
* Dataradio had a history of profitable operations.
* The products of Dataradio had high gross margins.
* Dataradio had a diversified customer base.
* CalAmp gained access to Dataradio's engineering resources.
The goodwill arising from the Dataradio acquisition is not deductible
for income tax purposes.
The $6,850,000 allocated to IPR&D in the purchase price allocation
above was charged to expense following the acquisition. IPR&D consists of
next generation products for fixed and mobile wireless applications. For
purposes of valuing IPR&D, it was assumed that: (i) these products would be
introduced in 2007; (ii) annual revenue in 2007 through 2011 would range
between $4.2 million and $12.6 million for fixed wireless products, and
between $6.7 million and $13.9 million for mobile wireless products; (iii)
annual revenues from the fixed wireless products and mobile wireless products
are allocated 75% and 80%, respectively, to IPR&D and 25% and 20%,
respectively, to core technology; (iv) the gross margin percentage would
range between 58% and 60% for fixed wireless products, and between 61% and
66% for mobile wireless products; and (v) the operating margin in years 2007
through 2011 is approximately 26% for fixed wireless products and 32% for
mobile wireless products. The projected after-tax cash flows were then
present valued using a discount rate of 25%.
TechnoCom Product Line Acquisition
----------------------------------
On May 26, 2006, the Company acquired the business and certain assets
of the MRM product line from TechnoCom Corporation ("TechnoCom"), a privately
held company, pursuant to an Asset Purchase Agreement dated May 25, 2006 (the
"Agreement"). This Technocom product line is used to help track fleets of
cars and trucks. The acquisition of the Technocom product line was motivated
primarily by the strategic goals of increasing the Company's presence in
markets that offer higher growth and profit margin potential and diversifying
the Company's business and customer base.
The Company acquired the business of the Technocom product line, its
inventory, intellectual property and other intangible assets. No liabilities
were assumed in the acquisition. Pursuant to the Agreement, the Company made
an initial cash payment of $2,439,000.
The purchase price allocation for the TechnoCom product line
acquisition is as follows (in thousands):
Purchase price paid in cash $2,439
Direct costs of acquisition 47
------
Total cost of acquisition 2,486
Fair value of net assets acquired:
Inventories $ 290
Intangible assets:
Developed/core technology 980
Customer relationships 810
Contracts backlog 310
Covenants not to compete 170
-----
Total fair value of net assets acquired 2,560
------
Negative goodwill at acquisition date $ (74)
======
The Company also agreed to make an additional cash payment equal to the
amount of net revenues attributable to the Technocom product line during the
12-month period following the acquisition that exceeds $3,100,000 (the "Earn-
out Payment"). The Earn-out Payment amounted to $2.2 million, which
increased the goodwill associated with the TechnoCom product line
acquisition.
Discontinued Operations
-----------------------
The Company sold the TelAlert software business of the Solutions
Division to a privately held company on August 9, 2007 for total
consideration of $9.4 million, consisting of $4.0 million in cash, a non-
interest bearing note with present value of $2.3 million and preferred stock
of the acquirer initially valued at $3.1 million. As of February 28, 2009,
the principal balance of the note amounting to $1,635,000 is payable in 3
equal monthly installment of principal and interest of $75,000 and a final
principal and interest payment of $1,550,000 on January 15, 2010.
The Company recognized a pre-tax gain of $1.6 million on the sale of the
TelAlert software business. The income tax expense attributable to the gain
was $2.8 million because at the time of sale there was goodwill of $5.4
million associated with this business that is not deductible for income tax
purposes.
The TelAlert software business was the last remaining business of the
Solutions Division. Accordingly, operating results for the Solutions
Division have been presented in the accompanying consolidated statements of
operations as a discontinued operation, and are summarized as follows (in
thousands):
Year ended February 28,
-----------------------
2008 2007
------- ------
Revenues $ 1,691 $ 9,135
Operating loss $ (996) $(32,928)
Loss from discontinued
operations, net of tax $ (597) $(32,639)
Loss on sale of discontinued
operations, net of tax $(1,202) $ -
The Solutions Division operating loss in fiscal 2007 includes the
goodwill impairment charge of $29,012,000 and intangible assets impairment
charge of $836,000.
NOTE 3 - INVENTORIES
Inventories consist of the following (in thousands):
February 28,
-----------------------
2009 2008
------- ------
Raw materials $12,036 $21,908
Work in process 164 325
Finished goods 2,939 2,864
------- -------
$15,139 $25,097
======= =======
NOTE 4 - PROPERTY, EQUIPMENT AND IMPROVEMENTS
Property, equipment and improvements consist of the following (in
thousands):
February 28,
-----------------------
2009 2008
------- ------
Leasehold improvements $ 1,369 $ 1,453
Plant equipment and tooling 12,091 18,218
Office equipment, computers
and furniture 1,775 5,568
------- -------
15,235 25,239
Less accumulated depreciation
and amortization (13,096) (20,169)
------- -------
$ 2,139 $ 5,070
======= =======
In connection with the annual goodwill impairment test conducted as of
December 31, 2008, the Company evaluated the carrying amount of its long-
lived assets pursuant to the provisions of FAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". As result of this evaluation,
the fair value of net fixed assets assigned to the Wireless DataCom business
was determined to be less than the associated carrying amount by $1,550,000.
Net fixed assets were written down by reducing the cost basis and accumulated
depreciation by $8,925,000 and $8,925,000, respectively, and an impairment
loss of $1,550,000 was recognized.
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in goodwill of each reporting unit are as follows (in
thousands):
Wireless
Satellite DataCom Solutions Total
-------- --------- --------- --------
Balance as of February 28, 2006 $ 45,467 $ 12,318 $ 33,601 $ 91,386
Distribution of escrow shares as
additional purchase price for
the 2004 Vytek acquisition 1,052 - 1,000 2,052
Goodwill associated with Data-
radio acquisition 25,638 - 25,638
Impairment writedown - - (29,012) (29,012)
Other changes 100 (163) (63)
-------- --------- -------- --------
Balance as of February 28, 2007 46,619 37,956 5,426 90,001
Goodwill associated with
Aercept acquisition - 11,165 - 11,165
Goodwill associated with
SmartLink acquisition - 3,020 - 3,020
Goodwill associated with TechnoCom
acquisition for earn-out payment - 2,205 - 2,205
Adjustment of goodwill associated
with Dataradio acquisition - (1,069) - (1,069)
Removal of goodwill associated with
discontinued operations - - (5,426) (5,426)
Impairment writedown (44,364) (26,912) - (71,276)
Other changes - (100) - (100)
-------- --------- -------- --------
Balance as of February 28, 2008 2,255 26,265 - 28,520
Impairment writedown (2,255) (26,272) - (28,527)
Other changes - 7 - 7
-------- --------- -------- --------
Balance as of February 28, 2009 $ - $ - $ - $ -
======== ========= ======== ========
The Solutions Division goodwill impairment test conducted as of April
30, 2006 resulted in an impairment of goodwill and other intangible assets in
the aggregate amount of $29,848,000. Such amount is included in the loss on
discontinued operations, net of tax in the consolidated statement of
operations for fiscal 2007. For the Solutions Division goodwill impairment
test conducted as of April 30, 2007, the Company used a market approach to
calculate the fair value of this business, which resulted in the
determination that there was no impairment of the Solutions Division goodwill
as of that date. The Company discontinued the operations of the Solutions
Division during the second quarter of fiscal 2008, as further described in
Note 2, with the remaining goodwill of $5,426,000 included in the
determination of the gain or loss on sale of the TelAlert business.
Impairment tests of goodwill associated with the Satellite segment and
Wireless DataCom segment are conducted annually as of December 31 and, in
certain situations, on an interim basis if indicators of impairment arise.
If an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying value, goodwill
would be evaluated for impairment at an interim date between annual testing
dates. In fiscal 2008, an interim goodwill impairment test was conducted as
of November 30, 2007, which resulted in an impairment of goodwill of
$71,276,000.
The fiscal 2009 annual goodwill impairment test conducted as of
December 31, 2008 resulted in impairments of goodwill, other intangible
assets and fixed assets in the amounts of $28,527,000, $13,522,000 and
$1,550,000, respectively. The Company's market capitalization declined
substantially in fiscal 2009 and as of December 31, 2008, it was
significantly lower than the carrying value of the Company's consolidated net
assets, which resulted in this aggregate impairment charge of $43.6 million.
The Company believes that the decline in its market capitalization was
attributable to the uncertainties surrounding the interruption of its
commercial relationship with a key DBS customer, the Company's recent history
of operating losses, and the worldwide economic downturn.
The fair values were determined using discounted cash flow (DCF)
analyses of financial projections for each reporting unit. The Satellite
segment DCF reflected the reduced revenue from the key DBS customer, the
Company's best estimate of forecasted revenues, profitability and cash flows
over the next several years, and a market-based discount rate reflecting the
perceived risk premium in the market.
Intangible assets are comprised as follows (in thousands):
February 28, 2009 February 28, 2008
----------------------------------- -------------------------
Amorti- Gross Accum. Gross Accum.
zation Carrying Amorti- Carrying Amorti-
Period Amount Impairment zation Net Amount zation Net
----- ------ ---------- ------ ------ -------- ----- ------
Developed/core
technology 5-7 yrs. $18,583 $ 7,974 $7,663 $ 2,946 $18,583 $4,767 $13,816
Customer lists 5-7 yrs. 8,313 3,444 3,600 1,269 8,313 2,334 5,979
Contracts
backlog 1 yr. 1,270 - 1,270 - 3,060 2,968 92
Covenants not
to compete 4-5 yrs. 1,001 354 519 128 1,001 344 657
Tradename Indefinite 3,880 1,750 - 2,130 3,880 - 3,880
------ ------ ------ ------ ------ ------ ------
$33,047 $13,522 $13,052 $ 6,473 $34,837 $10,413 $24,424
====== ====== ====== ====== ====== ====== ======
Amortization expense of intangible assets was $4,429,000, $6,418,000,
and $3,463,000 for the years ended February 28, 2009, 2008 and 2007,
respectively. All intangible asset amortization expense is attributable to
the Wireless DataCom segment.
Estimated amortization expense in future fiscal years is as follows:
Fiscal 2010 $1,360,000
2011 $1,125,000
2012 $ 982,000
2013 $ 724,000
2014 $ 152,000
NOTE 6 - FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS
Long-term Debt
Long-term debt consists of the following (in thousands):
February 28,
----------------------
2009 2008
------ ------
Bank term loan $17,550 $27,530
Subordinated note payable to DBS customer 3,528 5,000
------- -------
Total debt 21,078 32,530
Less portion due within one year (21,078) (5,343)
------- -------
Long-term debt $ - $27,187
======= =======
In May 2006, the Company entered into a Credit Agreement (the "Credit
Agreement") with Bank of Montreal (BMO), as administrative agent, and the
other financial institutions that from time to time may become parties to the
Credit Agreement (collectively, the "Banks"). Borrowings are secured by
substantially all of the assets of CalAmp Corp. and its domestic
subsidiaries. At the Company's option, borrowings under the Credit Agreement
bear interest at BMO's prime rate ("Prime Based Loans") plus a margin ranging
from 2.50% to 2.75% (the "Prime Rate Margin") or LIBOR ("LIBOR Based Loans")
plus a margin ranging from 3.25% to 3.75% (the "LIBOR Margin"). The Prime
Rate Margin and the LIBOR Margin vary depending on the Company's ratio of
debt to earnings before interest, taxes, depreciation, amortization and other
noncash charges (the "Leverage Ratio"). Interest is payable on the last day
of the calendar quarter for Prime Based Loans and at the end of the fixed-
rate LIBOR period (ranging from 1 to 12 months) in the case of LIBOR Based
Loans. At February 28, 2009, the effective interest rate on the bank term
loan was 4.23%, comprised of a one-month LIBOR rate of 0.48% plus the LIBOR
Margin of 3.75%.
The Credit Agreement also provides for a working capital line of credit
of $3,375,000. At February 28, 2009, $1,725,000 of the working capital line
of credit was reserved for outstanding irrevocable stand-by letters of credit
and $1,650,000 was available for working capital borrowings. Outstanding
amounts under the revolver would bear interest at BMO's prime rate plus 4% or
LIBOR plus 5%. There were no outstanding borrowings on the revolver at
February 28, 2009.
A principal payment of $1,250,000 was paid on March 31, 2009, and
principal payments of $1,600,000 are due on both June 30, 2009 and September
30, 2009. The Company is also required to make mandatory prepayments under
the credit facility in certain circumstances, including following the
Company's incurrence of certain indebtedness, disposition of its property or
extraordinary income.
The Credit Agreement has a maturity date of December 31, 2009, at which
time all outstanding borrowings are due and payable. In the event all
outstanding obligations under the Credit Agreement are not paid in full by
June 30, 2009, an additional fee of $150,000 will be due and payable to the
Banks on December 31, 2009. On February 13, 2009, the Company entered into
the Seventh Amendment and Consent to the Credit Agreement (the "Seventh
Amendment"), pursuant to which the Banks agreed to make certain changes to
the financial covenants. The Banks also consented to the EchoStar Note
Amendment as described below, and the Company agreed to make additional
principal payments on the bank term loan of $7.50 per unit for the first
120,000 units sold to EchoStar beginning in January 2009 of the product that
has the higher subordinated note payment under the EchoStar Note Amendment.
On May 1, 2009, the Company entered into the Eighth Amendment and
Consent to the Credit Agreement (the "Eighth Amendment"), pursuant to which,
the Banks waived certain financial covenant violations and agreed to change
the minimum levels of consolidated earnings before interest, taxes,
depreciation and amortization (EBITDA) and Wireless DataCom revenues required
by the financial covenants for the remaining term of the Credit Agreement.
The Credit Agreement also includes customary affirmative and negative
covenants including, without limitation, negative covenants regarding
additional indebtedness, investments, maintenance of the business, liens,
guaranties, transfers and sales of assets, and the payment of dividends and
other restricted payments.
On December 14, 2007, the Company entered into a settlement agreement
with a key DBS customer. Under the terms of the settlement agreement, the
Company issued to the customer a $5 million non-interest bearing promissory
note that is payable at a rate of $5.00 per unit on the first one million DBS
units purchased by this customer after the date of the settlement agreement.
The promissory note, which is subordinated to the outstanding indebtedness
under CalAmp's bank credit facility, will be accelerated if the Company
becomes insolvent, files for bankruptcy, or undergoes a change of control.
On February 13, 2009, the Company entered into an amendment of the
subordinated promissory note payable to EchoStar Technologies LLC (the
"EchoStar Note Amendment"). Pursuant to the EchoStar Note Amendment, the
Company agreed to increase the principal payments on the subordinated note
from $5.00 to $20.00 per unit for sales to this customer of up to 120,000
units of a certain product during the period from January through May 2009.
After the earlier of the purchase of 120,000 units of this certain product or
May 31, 2009, the per unit note principal payment applicable to sales of this
product will revert to $5.00. The per unit note principal payment for all
other products will remain at $5.00. From January 2009 through May 7, 2009,
the Company shipped 95,800 units of this product.
Other Non-Current Liabilities
Other non-current liabilities consist of the following (in thousands):
February 28,
----------------------
2009 2008
------ ------
Accrued warranty costs $ - $ 1,051
Deferred rent 650 981
Deferred revenue 340 343
------- -------
$ 990 $ 2,375
======= =======
Contractual Cash Obligations
Following is a summary of the Company's contractual cash obligations as
of February 28, 2009 (in thousands):
Future Cash Payments Due by Fiscal Year
---------------------------------------
Contractual There-
Obligations 2010 2011 2012 2013 2014 after Total
--------------- ------ ------ ------ ------ ------ ------ ------
Bank debt $17,550 $ - $ - $ - $ - $ - $17,550
Subordinated
note payable 3,528 - - - - - 3,528
Operating leases 2,142 1,791 768 36 6 - 4,743
Purchase
obligations 9,333 - - - - - 9,333
------ ----- ----- ------ ------ ----- ------
Total contractual
cash obligations $32,553 $1,791 $ 768 $ 36 $ 6 $ - $35,154
====== ===== ===== ===== ====== ===== ======
Purchase obligations consist of obligations under non-cancelable
purchase orders, primarily for inventory purchases of raw materials,
components and subassemblies.
Rent expense under operating leases was $2,309,000, $3,202,000, and
$2,545,000 for fiscal years 2009, 2008 and 2007, respectively.
NOTE 7 - INCOME TAXES
The Company's income (loss) from continuing operations before income
taxes consists of the following (in thousands):
Year ended February 28,
---------------------------------
2009 2008 2007
------- ------ ------
Domestic $(43,940) $(100,427) $ 6,645
Foreign (1,955) (2,863) (478)
-------- ------- -------
$(45,895) $(103,290) $ 6,167
======== ======= =======
The income tax provision (benefit) attributable to income (loss) from
continuing operations consists of the following (in thousands):
Year ended February 28,
--------------------------------
2009 2008 2007
------ ------ ------
Current:
Federal $ - $ - $ 618
State - - 194
Foreign 279 15 29
------ ------- ------
Total current 279 15 841
------ ------- ------
Deferred:
Federal 2,801 (15,972) 3,712
State 690 (4,983) (1,182)
------ ------- ------
Total deferred 3,491 (20,955) 2,530
------ ------- ------
Charge in lieu of taxes
attributable to tax
benefit from stock options
and warrants - - 1,345
------ ------- ------
Income tax provision (benefit) $ 3,770 $(20,940) $ 4,716
====== ====== ======
The income tax provision (benefit) was allocated as follows (in
thousands):
Year ended February 28,
--------------------------------
2009 2008 2007
------ ------ ------
Income (loss) from continuing
operations $ 3,770 $(20,940) $ 4,716
Income (loss) from discontinued
operations - 2,431 (1,935)
-------- ------- --------
$ 3,770 $(18,509) $ 2,781
======== ======= ========
Differences between the income tax provision (benefit) attributable to
income (loss) from continuing operations and income taxes computed using the
statutory U.S. federal income tax rate are as follows (in thousands):
Year ended February 28,
----------------------------------
2009 2008 2007
------ ------ ------
Income tax at U.S. statutory
federal rate of 35% $(16,063) $(36,152) $ 2,158
State income taxes, net of
federal income tax effect (1,793) (2,708) (55)
Foreign taxes (64) 73 192
In-process research and development - - 2,398
Nondeductible goodwill 4,627 17,289 -
Valuation allowance 17,424 937 -
Other, net (361) (379) 23
-------- ------- -------
$ 3,770 $(20,940) $ 4,716
======== ======= =======
The components of the net deferred income tax asset (liability) at
February 28, 2009 and 2008 for U.S. income tax purposes are as follows (in
thousands):
February 28,
----------------------
2009 2008
------ ------
Depreciation, amortization and impairments $14,672 $ 2,378
Net operating loss carryforwards 9,477 8,122
Research and development credits 3,572 2,794
Other tax credits 1,875 1,689
Warranty reserve 1,323 1,967
Stock-based compensation 1,166 1,498
Compensation and vacation accruals 729 893
Inventory reserve 815 1,675
Allowance for doubtful accounts 219 519
Other, net 972 407
------ ------
34,820 21,942
Valuation allowance (18,230) (1,834)
------ ------
Net deferred tax asset 16,590 20,108
Less current portion 3,479 5,306
------ ------
Non-current portion $13,111 $14,802
====== ======
The Company believes that it is more likely than not that the results
of future operations will generate sufficient taxable income to realize the
net deferred tax assets above.
At February 28, 2009, the Company had net operating loss carryforwards
("NOLs") of approximately $22.4 million and $32.8 million for federal and
state purposes, respectively, expiring at various dates through fiscal 2029.
As of February 28, 2009, the Company had foreign tax credit
carryforwards of $839,000 expiring at various dates through 2019 and research
and development tax credit carryforwards of $2.1 million and $2.3 million for
federal and state income tax purposes, respectively, expiring at various
dates through 2029.
The Company also has deferred tax assets for Canadian income tax
purposes of approximately $2.5 million at February 28, 2009, which relate
primarily to research and development tax credits for Canadian federal and
Quebec provincial income taxes. The Company has recorded a 100% valuation
allowance on the Canadian federal and Quebec provincial deferred tax assets
reflecting the uncertainty regarding the future realization of these tax
benefits.
The Company has not provided for U.S. federal income taxes on
undistributed earnings of its foreign subsidiaries because such earnings are
reinvested indefinitely in such subsidiaries. It is not practical to
determine the U.S. federal income tax liability, if any, that would be
payable if such earnings were not reinvested indefinitely.
FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
("FIN 48") defines the threshold for recognizing the benefits of tax return
positions in the financial statements as "more-likely-than-not" to be
sustained by the taxing authorities. FIN 48 provides guidance on the de-
recognition, measurement and classification of income tax uncertainties,
along with any related interest and penalties. The Company adopted FIN 48 at
the beginning of the fiscal 2008 first quarter. A reconciliation of the
beginning and ending amount of unrecognized tax benefits is as follows (in
thousands):
Balance at March 1, 2007 $ 5,935
Decrease related to prior year position (476)
Increase related to current year position 825
-------
Balance at February 28, 2008 6,284
Increase related to current year position 165
-------
Balance at February 28, 2009 $ 6,449
=======
The unrecognized tax benefits of $6,449,000, if recognized, would
impact the effective tax rate on income (loss) from continuing operations.
The Company files income tax returns in the U.S. federal jurisdiction,
various states and foreign jurisdictions. Income tax returns filed for
fiscal years 2000 and earlier are not subject to examination by U.S. federal
and state tax authorities. Certain income tax returns for fiscal years 2001
through 2009 remain open to examination by U.S federal and state tax
authorities. The income tax returns filed by the Company's French subsidiary
for fiscal years 2004 through 2007 are currently being examined by the French
tax authorities. Certain income tax returns for fiscal years 2006 through
2009 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 uncertainties pertaining to these open tax years.
NOTE 8 - STOCKHOLDERS' EQUITY
Equity Awards
Effective July 30, 2004, the Company adopted the 2004 Incentive Stock
Plan (the "2004 Plan"). Under the 2004 Plan, various types of equity awards
can be made, including stock options, stock appreciation rights, restricted
stock, restricted stock units (RSUs), phantom stock and bonus stock. To
date, only stock options, restricted stock, RSUs and bonus stock have been
granted under the 2004 Plan. Equity awards to officers and other employees
become exercisable on a vesting schedule established by the Compensation
Committee of the Board of Directors at the time of grant, usually over a
four-year period. Options can no longer be granted under the Company's 1999
Stock Option Plan and the 1989 Key Employee Stock Option Plan.
Options are granted with exercise prices equal to market value on the
date of grant. Option grants expire 10 years after the date of grant. The
Company treats an equity award with graded vesting as a single award for
expense attribution purposes and recognizes compensation cost on a straight-
line basis over the requisite service period of the entire award.
The following table summarizes the stock option activity for fiscal
years 2009, 2008 and 2007 (in thousands except dollar amounts):
Weighted
Number of Average
Options Option Price
-------- --------
Outstanding at February 28, 2006 2,623 $10.09
Granted 667 12.23
Exercised (341) 4.10
Forfeited or expired (488) 15.99
----- -------
Outstanding at February 28, 2007 2,461 10.33
Granted 355 4.46
Exercised (66) 3.24
Forfeited or expired (368) 11.03
----- -------
Outstanding at February 28, 2008 2,382 9.54
Granted 578 2.42
Exercised (50) 1.75
Forfeited or expired (1,041) 8.36
----- ------
Outstanding at February 28, 2009 1,869 $ 8.20
===== ======
Exercisable at February 28, 2009 1,008 $11.62
===== ======
Of the 50,000 stock options exercised during the fiscal 2009, 39,498
shares underlying such exercised options were retained by the Company in a
"net-share" settlement to cover the aggregate exercise price and the required
amount of employee withholding taxes.
Changes in the shares of the Company's nonvested restricted stock and
RSUs during the fiscal years 2009, 2008 and 2007 were as follows (in
thousands except dollar amounts):
Weighted
Average
Number of Grant Date
Shares Fair Value
-------- ----------
Outstanding at February 28, 2006 - $ -
Granted 24 6.51
Vested - -
Forfeited (4) 6.51
--- ----
Outstanding at February 28, 2007 20 6.51
Granted 542 3.71
Vested (80) 4.84
Forfeited (8) 4.28
--- ----
Outstanding at February 28, 2008 474 3.63
Granted 633 2.06
Vested (149) 3.76
Forfeited (51) 3.87
--- ----
Outstanding at February 28, 2009 907 $2.50
=== ====
In fiscal 2009, 43,430 shares of the vested restricted stock and RSUs
were retained by the Company to cover the required amount of employee
withholding taxes.
The Company issued 36,000 bonus stock shares in fiscal 2009, of which
13,242 shares were retained by the Company to cover the required amount of
employee withholding taxes.
As of February 28, 2009, there were 352,971 award units available for
grant. Under the 2004 Plan the grant of one stock option or stock
appreciation right is equal to one award unit. The grant of other forms of
equity awards, including restricted stock, RSUs, phantom stock and bonus
stock, each reduce the amount of award units available to grant under the
2004 Plan at the rate of 1.2 award units for each share of stock or RSU
granted.
Under the 2004 Plan, on the day of the annual stockholders meeting each
non-employee director receives an equity award of up to 10,000 award units.
Equity awards granted to non-employee directors vest on the earlier of the
date of the annual stockholders meeting or one year from the date of grant.
The fair value of options at date of grant was estimated using the
Black-Scholes option pricing model with the following assumptions:
Year ended February 28,
Black-Scholes --------------------------------
Valuation Assumptions 2009 2008 2007
------------------------ ------ ------ ------
Expected life (years) (1) 6 6 5
Expected volatility (2) 63%-64% 61%-64% 69%-81%
Risk-free interest rates (3) 2.7%-3.5% 4.5%-4.6% 4.6%-5.2%
Expected dividend yield 0% 0% 0%
(1) The expected life of stock options is estimated based on historical
experience.
(2) The expected volatility is estimated based on historical volatility of
the Company's stock price.
(3) Based on the U.S. Treasury constant maturity interest rate whose term
is consistent with the expected life of the stock options.
The weighted average fair value for stock options granted in fiscal
years 2009, 2008 and 2007 was $1.45, $2.71, and $8.63, respectively.
The weighted average remaining contractual term and the aggregate
intrinsic value of options outstanding as of February 28, 2009 was 6.4 years
and $-0-, respectively. The weighted average remaining contractual term and
the aggregate intrinsic value of options exercisable as of February 28, 2009
was 4.5 years and $-0-, respectively. The total intrinsic value for stock
options exercised during the year ended February 28, 2009 was $42,500. Net
cash proceeds from the exercise of stock options for the years ended February
28, 2009, 2008 and 2007 were $0, $213,000 and $1,397,000, respectively. The
income tax benefit from exercise of stock options for the same time periods
was $-0-, $-0- and $568,000, respectively.
Stock-based compensation expense for the years ended February 28, 2009,
2008 and 2007 is included in the following captions of the consolidated
statements of operations as follows (in thousands):
Year ended February 28,
----------------------------
2009 2008 2007
------ ----- -----
Cost of revenues $ 75 $ 64 $ 78
Research and development 257 205 220
Selling 102 294 161
General and administrative 834 1,590 1,349
------ ------ -----
$1,268 $2,153 $1,808
====== ====== ======
Included in the loss from discontinued operations in the consolidated
statements of operations is stock-based compensation expense of $85,000 and
$405,000 for the years ended February 28, 2008 and 2007, respectively.
As of February 28, 2009, there was $3.5 million of total unrecognized
stock-based compensation cost related to nonvested stock options and
nonvested restricted stock. That cost is expected to be recognized over a
weighted-average remaining vesting period of 2.7 years.
Stock Warrants
In December 2007, the Company issued to a DBS customer a fully vested
warrant to purchase 350,000 shares of common stock at an exercise price of
$3.72 per share, exercisable for three years.
Preferred Stock Purchase Rights
At February 28, 2009, 25,216,952 preferred stock purchase rights are
outstanding. Each right may be exercised to purchase one-hundredth of a
share of Series A Participating Junior Preferred Stock at a purchase price of
$50 per right, subject to adjustment. The rights may be exercised only after
commencement or public announcement that a person (other than a person
receiving prior approval from the Company) has acquired or obtained the right
to acquire 20% or more of the Company's outstanding common stock. The
rights, which do not have voting rights, may be redeemed by the Company at a
price of $.01 per right within ten days after the announcement that a person
has acquired 20% or more of the outstanding common stock of the Company. In
the event that the Company is acquired in a merger or other business
combination transaction, provision shall be made so that each holder of a
right shall have the right to receive that number of shares of common stock
of the surviving company which at the time of the transaction would have a
market value of two times the exercise price of the right. 750,000 shares of
Series A Junior Participating Cumulative Preferred Stock, $.01 par value, are
authorized.
NOTE 9 - EARNINGS PER SHARE
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 (options, warrants, nonvested restricted
stock and RSUs) outstanding amounting to 3,126,000, 3,206,000, 2,481,000 at
February 28, 2009, 2008 and 2007, respectively, were excluded from the
computation of diluted earnings per share because the Company reported a net
loss and the effect of inclusion would be antidilutive (i.e., including such
securities would result in a lower loss per share).
NOTE 10 - OTHER FINANCIAL INFORMATION
"Net cash provided (used) by operating activities" in the consolidated
statements of cash flows includes cash payments for interest and income as
follows (in thousands):
Year ended February 28,
--------------------------------
2009 2008 2007
------ ------ ------
Interest paid $ 1,615 $ 2,322 $ 1,964
Income taxes paid (refunded) $ (786) $(1,645) $(1,364)
Following is the supplemental schedule of non-cash investing and
financing activities (in thousands):
Year ended February 28,
--------------------------------
2009 2008 2007
------ ------ ------
Non-cash consideration issued in
partial satisfaction of product
performance claim by key customer:
Common stock $ - $ 2,560 $ -
Warrants $ - $ 252 $ -
Subordinated note payable $ - $ 5,000 $ -
Non-cash consideration received from
the sale of the Solutions Division's
TelAlert software business:
Note receivable,
net of payments received $ - $ 1,970 $ -
Fair value of preferred stock $ - $ 3,137 $ -
Earn-out amount for TechnoCom
acquisition, net of payments $ - $ 1,284 $ -
Company common stock issued from
escrow fund as additional
purchase consideration for the
2004 Vytek acquisition $ - $ - $ 2,052
Valuation and Qualifying Accounts
Following is the Company's schedule of valuation and qualifying
accounts for the last three years (in thousands):
Charged
Balance at (credited) Balance
beginning to costs and at end
of period expenses Deductions Other of period
--------- -------- --------- --------- ---------
Allowance for doubtful accounts:
-------------------------------
Fiscal 2007 $ 203 $ 116 $ (56) $ 84 (1) $ 347
Fiscal 2008 347 1,398 (1,111) 637 (2) 1,271
Fiscal 2009 1,271 (507) (212) - 552
Warranty reserve:
----------------
Fiscal 2007 $ 477 $ 1,708 $ (981) $ 91 (1) $1,295
Fiscal 2008 1,295 13,435 (1,049) (8,812)(3) 4,869
Fiscal 2009 4,869 353 (1,936) - 3,286
(1) These represent amounts of allowances and reserves pertaining
to the assets acquired from Dataradio.
(2) These represent amounts of allowances and reserves pertaining
to the Aercept assets acquired from AirIQ.
(3) The warranty reserve was reduced by $8.8 million as the result
of a settlement agreement with a key DBS customer, as further
described in Note 11.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Operating Lease Commitments
The Company leases the building that houses its corporate office,
Satellite segment offices and manufacturing plant in Oxnard, California under
an operating lease that expires June 30, 2011. The lease agreement requires
the Company to pay all maintenance, property taxes and insurance premiums
associated with the building. The Wireless DataCom segment leases facilities
in California, Minnesota, Georgia, Canada and France. The Company is
obligated under a lease commitment for offices in San Diego, California, in
which the Solutions Division operated until the TelAlert business was sold.
The Company has subleased a portion of the San Diego office space and is
attempting to sublease the remainder. The Company also leases certain
manufacturing equipment and office equipment under operating lease
arrangements. A summary of future operating lease commitments is included in
the contractual cash obligations table in Note 6.
DBS Product Field Performance Issues
During fiscal 2007, the Company received notification from one of its
DBS customers of field performance issues with a DBS product that the Company
began shipping in 2004. 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, which is included
in cost of revenues.
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 January 2008, the customer requalified CalAmp's designs
for the affected products and in May 2008 the Company resumed product
shipments to this customer. As of February 28, 2009, the Company had 483,000
returned units that are expected to be repaired and reshipped to the customer
in the future.
On December 14, 2007, the Company entered into a settlement agreement
with this customer. Under the terms of the settlement agreement, CalAmp
agreed to rework certain DBS products previously returned to the Company or
to be returned over a 15-month period and will provide extended warranty
periods for workmanship (18 months) and product failures due to the issue
with the PCB laminate material (36 months). In addition, as part of the
settlement:
> The Company issued to the customer one million shares of CalAmp
common stock.
> The Company issued to the customer a fully vested warrant to
purchase an additional 350,000 shares of common stock at $3.72
per share, exercisable for three years.
> The customer agreed to restrictions on 500,000 shares of the
common stock issued in connection with the settlement and the
warrant shares that limit sales to 285,000 shares in any one year
period following the settlement date. The customer also agreed to
vote all of its CalAmp shares (including the warrant shares)
either with the recommendation of the Company's Board of Directors
or in the same proportion as all other outstanding shares.
> The Company issued to the customer a $5 million non-interest bearing
promissory note that is payable at a rate of $5.00 per unit on the
first one million DBS units purchased by a key DBS customer after
the date of the settlement agreement. The promissory note, which is
subordinated to the outstanding indebtedness under CalAmp's bank
credit facility, will be accelerated if the Company becomes
insolvent, files for bankruptcy, or undergoes a change of control.
> The Company granted piggyback registration rights to the customer
to include its CalAmp shares in certain offerings by the Company.
> The customer agreed to pay $1.3 million of $2.3 million in
outstanding accounts receivable due to the Company, with the
remaining $1 million of receivables canceled by the Company as
additional consideration for the settlement.
> The parties agreed to immediately release each other from claims
related to certain products manufactured with the defective PCB
laminate material, and to release claims related to other newer
products upon the later of: (i) the 15-month anniversary of the
settlement agreement; and (ii) the date that the Company has
shipped a total of 400,000 reworked products; provided that if
this delayed release date has not occurred within two years of the
original settlement date, such claims will not be released. In
addition, each party has agreed not to initiate any proceeding
with respect to the delayed release claims prior to the earlier of
the delayed release date and the second anniversary of the
settlement, subject to certain acceleration events based on the
Company's performance under the settlement agreement.
In the fourth quarter of fiscal 2008, the Company recorded the
subordinated note payable of $5,000,000, the issuance of one million shares
of common stock valued at $2,560,000 (the fair value of the shares as of the
settlement date of December 14, 2007), the common stock purchase warrants
valued at $252,000 and the reduction of accounts receivable of $1,000,000. A
corresponding reduction of $8,812,000 was made in the reserve for accrued
warranty costs to reflect this settlement consideration given by the Company.
At February 28, 2009, the Company has aggregate reserves of $5.4
million for this matter, of which $1.2 million is an inventory reserve,
approximately $1.3 million is a vendor liability reserve included in other
accrued liabilities, and the remaining $2.9 million is a reserve for accrued
warranty costs. The Company believes that its established reserves as of
February 28, 2009 of $5.4 million will be adequate to cover total future
product rework costs under this settlement agreement.
The Company has on-hand inventory of approximately $3.1 million and
outstanding purchase commitments of $3.4 million for materials that are
specific to the products that the Company manufactures for this customer,
which amounts are not currently reserved for because the Company believes
these materials can be used in the ordinary course of business as future
shipments of products are made to this customer. Nonetheless, changes in the
forecasted product demand from this customer could require that the inventory
reserve and/or the reserve for vendor commitment liabilities be increased to
cover some portion of these amounts.
NOTE 12 - LEGAL PROCEEDINGS
In November 2008, a class action lawsuit was filed in the Los Angeles
County Superior Court against the Company, the former owner of the Company's
Aercept business and one of Aercept's distributors. The plaintiff seeks
monetary damages in an amount not yet specified. The class has not been
certified. The lawsuit alleges that Aercept made misrepresentations when the
plaintiff purchased analog vehicle tracking devices in 2005, which was prior
to CalAmp's acquisition of Aercept in an asset purchase. The tracking
devices ceased functioning in early 2008 due to termination of analog service
by the wireless network operators. The Company is seeking dismissal of the
lawsuit on the basis that the assertion of successor liability is not
supported by the law or the facts. No loss accrual has been made in the
accompanying financial statements for this matter.
In May 2007, a patent infringement suit was filed against the Company in
the U.S. District Court for the Eastern District of Texas. The lawsuit
contended that the Company infringed on four patents and sought injunctive
and monetary relief. In August 2007, the Company denied the plaintiff's
claims and asserted counterclaims. The District Court subsequently ordered
the dismissal of claims related to three patents and in June 2008, the United
States Patent and Trademarks Office ("USPTO") issued a preliminary office
action rejecting the plaintiff's claim involving the remaining patent in the
lawsuit. In August 2008, the plaintiff filed a response to the USPTO's
preliminary office action requesting reconsideration in light of amendments
to the claim and remarks contained in the response. The USPTO has not yet
acted on this response. In light of the USPTO's preliminary office action,
the case has been stayed by the District Court until the USPTO reaches a
final decision in the reexamination proceeding. The Company continues to
believe the lawsuit is without merit and intends to vigorously defend against
this action if and when court proceedings resume. No loss accrual has been
made in the accompanying financial statements for this matter.
In May 2007, the Company filed lawsuit against Rogers Corporation
("Rogers") for product liability issues related to defective laminate
material and subsequent damages incurred by the Company as a result of lost
business and the cost of product repair work associated with one of CalAmp's
DBS customers. Rogers manufactures and supplies printed circuit laminate
materials to sub-contractors of the Company that is incorporated into the
Company's DBS products. In January 2009, the Company reached an out-of-court
settlement of litigation with Rogers pursuant to which Rogers paid the
Company $9 million cash. In the settlement agreement the parties acknowledged
that Rogers admitted no wrongdoing or liability for any claim, and that
Rogers agreed to settle this litigation to avoid the time, expense and
inconvenience of continued litigation. Both parties gave mutual releases of
all claims and demands existing as of the settlement date.
In addition to the foregoing matters, 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 Company's consolidated financial position or results of
operations.
NOTE 13 - SEGMENT AND GEOGRAPHIC DATA
Information by business segment is as follows:
Year ended Year ended
February 28, 2009 February 28, 2008
------------------------------------ -------------------------------------
Operating Segments Operating Segments
------------------- -------------------
Wireless Wireless
Satellite DataCom Corporate Total Satellite DataCom Corporate Total
-------- -------- ------- ----- -------- ------- ------- -----
Revenues $ 26,327 $ 72,043 $ 98,370 $ 50,490 $ 90,417 $ 140,907
Gross profit
(loss) $ 10,254 27,872 $ 38,126 $(14,808) $ 33,303 $ 18,495
Gross margin 38.9% 38.7% 38.8% (29.3)% 36.8% 13.1%
Operating
income (loss) $ 3,616 $(42,206) $(6,394) $ (44,984) $(63,924) $(30,473) $(6,421) (100,818)
Identifiable
Assets $ 11,447 $ 30,669 $27,531 $ 69,647 $ 22,856 $ 85,609 $ 34,576 $ 143,041
Year ended
February 28, 2007
------------------------------------
Operating Segments
-------------------
Wireless
Satellite DataCom Corporate Total
-------- -------- ------- -----
Revenues $155,127 $ 56,587 $211,714
Gross profit $ 23,402 $ 22,033 $ 45,435
Gross margin 15.1% 38.9% 21.5%
Operating
income (loss) $ 17,317 $ (5,888) $(5,853) $ 5,576
Identifiable
Assets $124,227 $ 92,019 $13,457 $229,703
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 for the CEO, CFO and several
other corporate staff members, and expenses such as audit fees, investor
relations, stock listing fees, director and officer liability insurance, and
board of director fees and expenses.
The Company does not have significant long-lived assets outside the
United States.
The Company's revenues were derived mainly from customers in the United
States, which represented 89%, 94% and 94% of consolidated revenues in fiscal
2009, 2008 and 2007, respectively. No single foreign country accounted for
more than 10% of the Company's revenue in fiscal 2009.
NOTE 14 - QUARTERLY FINANCIAL INFORMATION (unaudited)
The following summarizes certain quarterly statement of operations data
for each of the quarters in fiscal years 2009 and 2008 (in thousands, except
percentages and per share data):
Fiscal 2009
---------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -------
Revenues $27,901 $23,308 $25,834 $21,327 $ 98,370
Gross profit 9,429 7,468 7,641 13,588 38,126
Gross margin 33.8% 32.0% 29.6% 63.7% 38.8%
Net loss (497) (1,498) (1,838) (45,832) (49,665)
Net loss per
diluted share (0.02) (0.06) (0.07) (1.85) (2.01)
The net loss from continuing operations in the fiscal 2009 fourth
quarter includes impairment charges of $44.7 million and income tax expense
of $6.0 million, partially offset by the $9 million reduction of cost of
revenues as a result of the legal settlement with Rogers.
Fiscal 2008
---------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -------
Revenues $46,393 $32,668 $32,061 $29,785 $140,907
Gross profit (loss)(5,386) 6,315 10,028 7,538 18,495
Gross margin (11.6)% 19.3% 31.3% 25.3% 13.1%
Loss from
continuing
operations (10,945) (3,258) (58,931) (9,216) (82,350)
Loss from discon-
tinued operations (417) (180) - - (597)
Loss on sale of
discontinued
operations - (935) - (267) (1,202)
Net loss (11,362) (4,373) (58,931) (9,483) (84,149)
Net loss per
diluted share (0.48) (0.19) (2.49) (0.38) (3.53)
The gross loss and loss from continuing operations in the fiscal 2008
first quarter include a pretax charge of $16.3 million for a DBS product
performance issue as described in Note 11.
The losses from continuing operations in the fiscal 2008 third and
fourth quarters include goodwill impairment charges of $65,745,000 and
$5,531,000, respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's 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) of the Securities
Exchange Act of 1934), as amended (the "Exchange Act") as of February 28,
2009, that the Company's disclosure controls and procedures are effective, at
the reasonable assurance level, 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.
Management's Report on Internal Control over Financial Reporting
The management of CalAmp Corp. is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended.
The management of CalAmp Corp. has assessed the effectiveness of the
Company's internal control over financial reporting as of February 28, 2009.
In making this assessment, management used criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
"Internal Control - Integrated Framework". Based on its assessment,
management of CalAmp Corp. has concluded that, as of February 28, 2009, the
Company's internal control over financial reporting is effective based on
those criteria.
SingerLewak, our independent registered public accounting firm, has
audited the effectiveness of the Company's internal control over financial
reporting as of February 28, 2009, as stated in their report, which is
included elsewhere herein.
Attestation Report of Independent Registered Public Accounting Firm
The attestation report of the Company's independent registered public
accounting firm as of February 28, 2009 regarding internal control over
financial reporting is set forth in Item 8 of this Annual Report on Form 10-K
under the caption "Report of Independent Registered Public Accounting Firm"
and incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial
reporting during the fourth quarter of fiscal 2009 that have materially
affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Compensatory Arrangements of Executive Officers
On May 5, 2009, the Board of Directors of the Company, upon the
recommendation of the Compensation Committee, established the target and
maximum bonuses and performance goals under the fiscal 2010 executive officer
incentive compensation plan. The individuals covered by the fiscal 2010
executive officer incentive compensation plan are:
> Richard Gold President and Chief Executive Officer
> Michael Burdiek Chief Operating Officer
> Garo Sarkissian Vice President Corporate Development
> Richard Vitelle Vice President Finance, Chief Financial
Officer and Corporate Secretary
Mr. Gold is eligible for target and maximum bonuses of up to 50% and
100%, respectively, of his annual salary. Messrs. Burdiek and Vitelle are
each eligible for target bonuses of up to 40% of annual salary, and maximum
bonuses of up to 80% of annual salary. Mr. Sarkissian is eligible for target
and maximum bonuses of up to 30% and 60%, respectively, of his annual salary.
The target and maximum bonus amounts for all executive officers are
based on the Company attaining certain levels of consolidated revenue and
consolidated earnings before interest, taxes, depreciation and amortization
(EBITDA) for fiscal 2010.
Effective May 11, 2009, Mr. Gold's employment agreement was amended to:
(i) reduce his annual base salary from $425,000 to $380,000; and (ii) modify
the severance provision in the event of termination without cause or
following a change of control to 24 months of salary continuation if
termination occurs during the first two years of employment and for the next
12 months thereafter reduce the salary continuation benefit by one month for
each additional month of employment until the salary continuation benefit
reaches 12 months where it will thereafter be fixed. Mr. Gold's salary
reduction was voluntarily made by him in conjunction with other recent
company-wide cost-reduction actions.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information about executive officers is included in Part I, Item 1 of
this Annual Report on Form 10-K.
The following information will be included in the Company's definitive
proxy statement for the Annual Meeting of Stockholders to be held on July 30,
2009 and is incorporated herein by reference in response to this item:
* Information regarding directors of the Company who are standing for
reelection.
* Information regarding the Company's Audit Committee and designated "audit
committee financial experts".
* Information on the Company's "Code of Business Conduct and Ethics" for
directors, officers and employees.
ITEM 11. EXECUTIVE COMPENSATION
The information under the caption "Executive Compensation" in the
Company's definitive proxy statement for the Annual Meeting of Stockholders
to be held on July 30, 2009 is incorporated herein by reference in response
to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information under the caption "Stock Ownership" in the Company's
definitive proxy statement for the Annual Meeting of Stockholders to be held
on July 30, 2009 is incorporated herein by reference in response to this
item.
Securities Authorized for Issuance under Equity Compensation Plans
At February 28, 2009, the Company had two stock option plans, the "1999
Plan" and the "2004 Plan". Options to purchase the Company's common stock
have been granted to both employees and non-employee directors. Options can
no longer be granted under the 1999 Plan. The 1999 and 2004 Plans were both
approved by the Company's stockholders.
Further information about these plans is set forth in Note 8 to the
consolidated financial statements. Certain information about the plans is as
follows:
Number of Number of securities
securities to be Weighted-average remaining available for
issued upon exercise price future issuance under
exercise of of outstanding equity compensation
outstanding options, plans (excluding
options, warrants warrants and securities reflected in
and rights rights the first column)
----------- ---------- -------------
1,869,000 $8.20 352,971
=========== ========== =============
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information contained under the captions "Certain Relationships and
Related Transactions" and "Director Independence" in the Company's definitive
proxy statement for the Annual Meeting of Stockholders to be held on July 30,
2009 is incorporated herein by reference in response to this item.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information contained under the caption "Independent Public
Accountants" in the Company's definitive proxy statement for the Annual
Meeting of Stockholders to be held on July 30, 2009 is incorporated herein by
reference in response to this item.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
1. The following consolidated financial statements of CalAmp Corp. and
subsidiaries are filed as part of this report under Item 8 -
Financial Statements and Supplementary Data:
Form 10-K
Page No.
--------
Reports of Independent Registered Public
Accounting Firms 39
Consolidated Balance Sheets 43
Consolidated Statements of Operations 44
Consolidated Statements of Stockholders' Equity
and Comprehensive Income (Loss) 45
Consolidated Statements of Cash Flows 46
Notes to Consolidated Financial Statements 47
2. Financial Statements Schedules:
------------------------------
Schedule II - Valuation and Qualifying Accounts is included in the
consolidated financial statements which are filed as part of this report
under Item 8 - Financial Statements and Supplementary Data.
All other financial statement schedules for which provision is made in
the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
3. Exhibits
--------
Exhibits required to be filed as part of this report are:
Exhibit
Number Description
------ -----------
3.1 Amended and Restated Certificate of Incorporation
reflecting the change in the Company's name to CalAmp Corp.
and the increase in authorized common stock from 30 million
to 40 million shares (incorporated by reference to Exhibit
3.1 of the Company's Report on Form 10-Q for the period
ended August 31, 2004).
3.2 Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K for
the year ended February 28, 2005).
4.1 Amended and Restated Rights Agreement, amended and restated
as of September 5, 2001, by and between Registrant and
Mellon Investor Services LLC, as Rights Agent (incorporated
by reference to Exhibit 4.1 filed with Company's Annual
Report on Form 10-K for the year ended February 28, 2007).
4.2 Warrant, dated December 14, 2007, issued by CalAmp Corp. to
EchoStar Technologies Corporation (incorporated by
reference to Exhibit 4.1 of the Company's Current Report on
Form 8-K dated December 14, 2007).
10. Material Contracts:
(i) Other than Compensatory Plan or Arrangements:
10.1 Building lease dated June 10, 2003 between the Company and
Sunbelt Enterprises for a facility in Oxnard, California
(incorporated by reference to Exhibit 10-1 filed with the
Company's Report on Form 10-Q for the quarter ended May 31,
2003).
10.2 Credit Agreement dated as of May 26, 2006 between and among
the Company, certain subsidiaries of the Company and Bank of
Montreal as administrative agent (incorporated by reference
to Exhibit 10.1 of the Company's Current Report on Form 8-K
filed on June 2, 2006).
10.3 Second Amendment and Consent to Credit Agreement dated
August 9, 2007 between CalAmp Corp. and Bank of Montreal as
administrative agent (incorporated by reference to Exhibit
10-1 filed with the Company's Report on Form 10-Q for the
quarter ended August 31, 2007).
10.4 Third Amendment and Consent to Credit Agreement dated
December 1, 2007 between CalAmp Corp. and Bank of Montreal
as administrative agent (incorporated by reference to
Exhibit 10-1 filed with the Company's Report on Form 10-Q
for the quarter ended November 30, 2007).
10.5 Fourth Amendment and Waiver to Credit Agreement dated
February 29, 2008 between CalAmp Corp. and Bank of Montreal
as administrative agent (incorporated by reference to
Exhibit 10-1 filed with the Company's Current Report on
Form 8-K dated February 29, 2008).
10.6 Fifth Amendment to Credit Agreement dated October 24, 2008
between CalAmp Corp. and Bank of Montreal and other lenders
party thereto (incorporated by reference to Exhibit 10.1
filed with the Company's Current Report on Form 8-K dated
October 24, 2008).
10.7 Sixth Amendment to Credit Agreement dated January 15, 2009
between CalAmp Corp. and Bank of Montreal and other lenders
party thereto (incorporated by reference to Exhibit 10.1
filed with the Company's Current Report on Form 8-K dated
January 15, 2009).
10.8 Seventh Amendment to Credit Agreement dated February 13,
2009 between CalAmp Corp. and Bank of Montreal and other
lenders party thereto (incorporated by reference to Exhibit
10.2 filed with the Company's Current Report on Form 8-K
dated February 13, 2009).
10.9 Eighth Amendment to Credit Agreement dated May 1, 2009
between CalAmp Corp. and Bank of Montreal and other
lenders party thereto.
10.10 Form of Directors and Officers Indemnity Agreement
(incorporated by reference to Exhibit 10.3 of the
Company's Annual Report on Form 10-K for the year ended
February 28, 2005).
10.11 Settlement Agreement, dated December 14, 2007, by and
between CalAmp Corp. and EchoStar Technologies Corporation
(incorporated by reference to Exhibit 10.1 filed with the
Company's Current Report on Form 8-K dated December 14,
2007).
10.12 Subordinated Promissory Note, dated December 14, 2007, in
the amount of $5,000,000 issued by CalAmp Corp. to EchoStar
Technologies Corporation (incorporated by reference to
Exhibit 10.2 filed with the Company's Current Report on
Form 8-K dated December 14, 2007).
10.13 Amendment No. 1 dated February 13, 2009 to the Subordinated
Promissory Note, dated December 14, 2007 between the
Company and EchoStar Technologies LLC (incorporated by
reference to Exhibit 10.1 filed with the Company's Current
Report on Form 8-K dated February 13, 2009).
10.14 Registration Rights Agreement, dated December 14, 2007, by
and between CalAmp Corp. and EchoStar Technologies
Corporation (incorporated by reference to Exhibit 10.3
filed with the Company's Current Report on Form 8-K dated
December 14, 2007).
10.15 Voting and Lock-Up Agreement, dated December 14, 2007, by
and between CalAmp Corp. and EchoStar Technologies
Corporation (incorporated by reference to Exhibit 10.4
filed with the Company's Current Report on Form 8-K dated
December 14, 2007).
10.16 Settlement Agreement dated January 6, 2009 between CalAmp
Corp. and Rogers Corporation (incorporated by reference to
Exhibit 10.1 filed with the Company's Current Report on
Form 8-K dated January 6, 2009).
(ii) Compensatory Plans or Arrangements required to be filed as
Exhibits to this Report pursuant to Item 15 (b) of this
Report:
10.17 The 1999 Stock Option Plan (incorporated by reference to
Exhibit 4.1 of the Company's Registration Statement No.
333-93097 on Form S-8).
10.18 CalAmp Corp. 2004 Stock Incentive Plan as amended and
Restated (incorporated by reference to Exhibit 10.6 filed
with Company's Annual Report on Form 10-K for the year
ended February 28, 2007).
10.19 Employment Agreement between the Company and Richard
Vitelle dated May 31, 2002 (incorporated by reference to
Exhibit 10.9 filed with Company's Annual Report on Form
10-K for the year ended February 28, 2004).
10.20 Employment Agreement between the Company and Michael
Burdiek dated July 2, 2007 (incorporated by reference to
Exhibit 10.1 of the Company's Report on Form 10-Q for the
period ended May 31, 2007).
10.21 Employment Agreement between the Company and Garo
Sarkissian dated July 2, 2007 (incorporated by reference to
Exhibit 10.2 of the Company's Report on Form 10-Q for the
period ended May 31, 2007).
10.22 Employment Agreement between the Company and Richard Gold,
effective March 4, 2008 (incorporated by reference
to Exhibit 10.1 of the Company's Current Report on Form 8-K
dated March 4, 2008).
10.23 Form of Amendment to Employment Agreement dated December
19, 2008, for each of the executive officers: Richard Gold,
Michael Burdiek, Richard Vitelle and Garo Sarkissian
(incorporated by reference to Exhibit 10.1 of the Company's
Report on Form 10-Q for the period ended November 29,
2008).
10.24 Second Amendment to Employment Agreement dated May 11,
2009 between the Company and Richard Gold
21 Subsidiaries of the Registrant.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Independent Registered Public Accounting Firm.
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Each management contract or compensatory plan or arrangement required to
be filed as an exhibit to this form is filed as part of Item 15(a)(3)Exhibits
and specifically identified as such.
(c) Other Financial Statement Schedules. None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on May 11, 2009.
CALAMP CORP.
By: /s/ Richard Gold
__________________________
Richard Gold
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Frank Perna, Jr. Chairman of the May 11, 2009
______________________ Board of Directors ___________________
Frank Perna, Jr.
/s/ Kimberly Alexy Director May 11, 2009
______________________ ___________________
Kimberly Alexy
/s/ A.J. Moyer Director May 11, 2009
______________________ ___________________
A.J. Moyer
/s/ Thomas Pardun Director May 11, 2009
______________________ ___________________
Thomas Pardun
/s/ Larry Wolfe Director May 11, 2009
______________________ ___________________
Larry Wolfe
/s/ Richard Gold President, Chief Executive May 11, 2009
______________________ Officer and Director ___________________
Richard Gold (principal executive officer)
/s/ Richard Vitelle VP Finance, Chief Financial May 11, 2009
______________________ Officer and Treasurer ___________________
Richard Vitelle (principal accounting officer)