EXHIBIT 99-2 FOR IMMEDIATE RELEASE: California Amplifier Reports FY 2004 Third Quarter Results * Company generates record sales of $44.2 million in latest quarter * Q3 diluted EPS of 22 cents, up from 6 cents a year ago CAMARILLO, California, December 23, 2003 --- California Amplifier, Inc. (Nasdaq: CAMP) today reported results for its third quarter ended November 30, 2003. Sales for the third quarter of fiscal 2004 were $44.2 million, compared to $24.2 million for the immediately preceding quarter and $24.0 million for the third quarter of the prior year. Net income for the third quarter was $3.5 million, or $0.22 per diluted share, compared to net income of $391,000, or $0.03 per diluted share in the immediately preceding quarter, and net income of $905,000, or $0.06 per diluted share, in the third quarter of last year. "We are pleased with our overall performance during the third quarter, during which we successfully responded to the substantial increase in market demand for our satellite television reception products," stated Fred Sturm, President and Chief Executive Officer. "Our third quarter revenue, which increased over 80% on both a sequential quarter and prior year basis, represents a record level for our Company, greatly surpassing the previous record for quarterly revenue of $32.8 million set two years ago. The performance in the latest quarter was made possible by the outstanding efforts of our employees and our supply chain partners." Mr. Sturm continued, "In addition to increased market demand, our record revenues in the third quarter were the result of higher average selling prices on our latest generation satellite television products. We remain encouraged by the continued growth in subscriber base by the U.S. satellite television providers, and we are continuing our efforts to support their product requirements." For the nine months ended November 30, 2003 sales were $87.0 million, compared to $74.0 million in the prior year. Net income for the first nine months of fiscal year 2004 was $2.7 million, or $0.18 per diluted share, compared to net income of $4.2 million, or $0.28 per diluted share, in the first nine months of fiscal year 2003. Net income for the latest nine month period is down from the prior year because of manufacturing inefficiencies associated with substantial quarter-to-quarter changes in customer demand and production volume, material expedite costs associated with the significant ramp-up in production volume beginning in the second quarter, and increased competitive pricing pressures in the Satellite products business. Mr. Sturm also noted, "Based on our current visibility, we estimate fourth quarter sales in the range of $40 to $48 million and earnings in the range of $0.18 to $0.24 per diluted share." As separately announced today, the Company has entered into an agreement to acquire Vytek Corporation, a privately-held company engaged in providing software and hardware solutions and services that enable wired and wireless access to information. Conference Call The Company will conduct a conference call to discuss its third quarter results and the planned acquisition of Vytek, Inc. on Tuesday, December 23, 2003 at 1:30 p.m., Pacific Time that will be available as a live audio webcast at Company's web site, www.calamp.com, or on the web site www.prnewswire.com under the Multimedia News section. Both links require listeners to install either RealPlayer or Windows Media Player to access the event. A replay of the audio broadcast will be available for 14 days after the call's completion. About California Amplifier, Inc. California Amplifier designs, manufactures and markets a broad line of integrated microwave equipment used primarily in conjunction with satellite television and terrestrial wireless broadband and video applications. The Company's Satellite business unit designs and markets outdoor reception equipment for the U.S. Direct Broadcast Satellite (DBS) television market as well as a broad line of consumer and commercial satellite products for video and data reception. The Wireless Access business unit designs and markets integrated reception and two-way transmission fixed wireless equipment for broadband data and video applications. California Amplifier is an ISO 9001 certified company. For additional information, visit California Amplifier's web site at www.calamp.com. Statements in this release about the Company's future financial performance, customer relationships, initiatives to develop innovative wireless solutions, and the market potential of new products are forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Words such as "may", "will", "expects", "intends", "plans", "believes", "seeks", "could", "estimate" and variations of these words and similar expressions are intended to identify forward- looking statements. Factors that could impact California Amplifier's future results include changes in product demand and market growth rates, the effect of competition, pricing pressures, supplier constraints, manufacturing yields, market acceptance of new products and the viability and market acceptance of new technologies. 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. More information about California Amplifier's risks is available in the Company's annual report on Form 10-K and other filings made from time to time with the Securities and Exchange Commission. For more information, contact: Crocker Coulson Rick Vitelle Partner Chief Financial Officer CCG Investor Relations California Amplifier, Inc. (818) 789-0100 (805) 987-9000 crocker.coulson@coffincg.com [TABLES FOLLOW] <page> CALIFORNIA AMPLIFIER, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share data) Three Months Ended Nine Months Ended November 30, November 30, ------------------- ------------------- 2003 2002 2003 2002 ------- ------- ------- ------- Sales $44,248 $23,965 $87,011 $73,973 Cost of goods sold 37,514 19,587 75,771 57,396 ------- ------- ------- ------- Gross profit 6,734 4,378 11,240 16,577 ------- ------- ------- ------- Operating expenses: Research and development 1,338 1,391 3,936 4,815 Selling 627 469 1,670 1,943 General and administrative 925 902 2,638 3,004 ------- ------- ------- ------- Total operating expenses 2,890 2,762 8,244 9,762 ------- ------- ------- ------- Operating income 3,844 1,616 2,996 6,815 Non-operating expense, net (12) (79) (194) (159) ------- ------- ------- ------- Income before income taxes 3,832 1,537 2,802 6,656 Income tax provision (380) (632) (62) (2,467) ------- ------- ------- ------- Net income $ 3,452 $ 905 $ 2,740 $ 4,189 ======= ======= ======= ======= Net income (loss) per share: Basic $ 0.23 $ 0.06 $ 0.19 $ 0.29 Diluted $ 0.22 $ 0.06 $ 0.18 $ 0.28 Shares used in per share calculations: Basic 14,788 14,720 14,760 14,605 Diluted 15,555 14,850 15,128 14,840 BUSINESS UNIT SALES INFORMATION: Three Months Ended Nine Months Ended November 30, November 30, ------------------- ------------------- 2003 2002 2003 2002 ------- ------- ------- ------- Satellite Products $42,607 $20,443 $81,250 $64,557 Wireless Access Products 1,641 3,522 5,761 9,416 ------- ------- ------- ------- Total $44,248 $23,965 $87,011 $73,973 ======= ======= ======= ======= <page> CALIFORNIA AMPLIFIER, INC. CONSOLIDATED BALANCE SHEETS (in thousands) November 30, February 28, 2003 2003 -------- -------- (unaudited) Assets Current assets: Cash and cash equivalents $ 25,286 $ 21,947 Accounts receivable, net 17,399 16,053 Inventories 13,875 12,862 Deferred income tax assets 2,576 1,130 Prepaid expenses and other current assets 935 1,100 -------- -------- Total current assets 60,071 53,092 Property and equipment, at cost, net of accumulated depreciation and amortization 7,887 9,322 Deferred income tax assets, less current portion 4,098 5,400 Goodwill 20,938 20,938 Other assets 668 845 -------- -------- $ 93,662 $ 89,597 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 3,375 $ 3,005 Accounts payable 15,671 11,553 Accrued payroll and employee benefits 1,311 1,649 Other accrued liabilities 1,488 2,198 -------- -------- Total current liabilities 21,845 18,405 -------- -------- Long-term debt, less current portion 9,874 12,569 -------- -------- Commitments and contingencies Stockholders' equity: Common stock 148 147 Additional paid-in capital 44,024 43,441 Retained earnings 18,576 15,836 Accumulated other comprehensive loss (805) (801) -------- -------- Total stockholders' equity 61,943 58,623 -------- -------- $ 93,662 $ 89,597 ======== ======== # # #