EXHIBIT 20.1
CALIFORNIA AMPLIFIER ANNOUNCES RESTATED FINANCIAL RESULTS
FOR FISCAL YEAR 2000 AND THE NINE MONTH INTERIM PERIOD OF 2001
AND PRELIMINARY RESULTS FOR FISCAL YEAR 2001
Camarillo, CA - May 22, 2001 -- California Amplifier (Nasdaq: CAMPE)
announced today that it has received the audit report from its independent
auditors on the Company's restated financial statements for the fiscal year
ended February 26, 2000. The Company expects to file with the Securities
and Exchange Commission later today its amended Annual Report on 10-K/A for
fiscal year ended February 26, 2000 and its amended quarterly reports on
Form 10-Q/A for the periods ended May 29, 1999, August 28, 1999, November
27, 1999, May 27, 2000, August 26, 2000 and November 25, 2000.
On March 29, 2001, the Company announced that during preparation for
the Company's fiscal 2001 audit, its corporate controller had abruptly
resigned and advised management by letter that he had made certain improper
adjustments to the Company's accounting records that caused a reduction in
recorded expenses. The results of the internal investigation revealed that
the controller had reduced expenses through the posting of improper
adjustments, and irregularities in the consolidation of its Hong Kong
procurement subsidiary. The effect of such irregularities (and certain
other less significant items uncovered as part of the restatement) was to
understate the net loss for the year ended February 26, 2000 by
approximately $3.7 million, and overstate net income for the nine months
ended November 25, 2000 by approximately $1.8 million.
As a result of the cumulative effect of the increase in net loss in
fiscal year 2000 and the reduction in net income for the first nine months
of fiscal 2001 in connection with the restatement, the Company reassessed
the realizability of the deferred tax asset. The Company concluded that the
deferred tax asset, specifically as it relates to the future tax
deductibility for the exercise of non-qualified stock options, should be
reduced for amounts previously recognized in fiscal years 2000 and 2001.
Accordingly, deferred taxes and stockholders' equity were reduced by
$5,800,000 in fiscal year 2000 and by an additional $3,775,000 for the nine
months ended November 25, 2000. Of the $15,089,000 aggregate restatement to
stockholders' equity at November 25, 2000, $9,575,000 is attributable to
the reduction in the Company's deferred tax asset which did not affect the
Company's statement of operations, nor the future tax deductibility related
to these stock option exercises.
The effect of misstatements to the consolidated Statement of
Operations for the year ended February 26, 2000 is as follows (in
thousands):
AS ORIGINALLY RESTATEMENT AS
REPORTED ADJUSTMENTS RESTATED
------------- ----------- --------
Sales $ 85,628 $ 222 $ 85,850
Cost of sales 62,197 5,816 68,013
Gross profits 23,431 (5,594) 17,837
Operating expenses 15,610 202 15,812
Other income (expense), net (9,998) 65 (9,933)
Loss before taxes (2,177) (5,731) (7,908)
Benefit from income taxes 784 2,060 2,844
Net loss $(1,393) $(3,671) $(5,064)
Net loss per share -
Basic and Diluted $ (.12) $ (.30) $ (.42)
The effect of misstatements to the consolidated Statement of
Operations for the nine months ended November 25, 2000 is as follows (in
thousands):
AS ORIGINALLY RESTATEMENT AS
REPORTED ADJUSTMENTS RESTATED
------------- ----------- --------
Sales $ 98,950 $ (788) $ 98,162
Cost of sales 74,957 2,185 77,142
Gross profit 23,993 (2,973) 21,020
Other income (expense), net (532) (93) (439)
Income before tax 10,393 (2,880) 7,513
(Provision for) benefit from
income taxes (3,741) (1,037) (2,704)
Net income $ 6,652 (1,843) $ 4,809
Net income per share -
Basic $ .50 $ (.14) $ .36
Diluted $ .47 $ (.13) $ .34
The effect of misstatements to the consolidated Balance Sheet as of
November 25, 2000 giving effect to the cumulative adjustments for both
fiscal periods described above is as follows:
AS OF NOVEMBER 25, 2000
-----------------------------------------------
AS ORIGINALLY RESTATEMENT AS
REPORTED ADJUSTMENTS RESTATED
------------- ----------- --------
Cash and cash equivalents $ 6,173 $ (968) $ 5,205
Accounts receivable, net 16,582 (179) 16,403
Inventories 16,724 424 17,148
Deferred tax asset 8,842 (6,320) 2,522
Property and equipment,
net 11,037 (490) 10,547
Other assets 452 (123) 329
Accounts payable 6,280 7,110 13,390
Accrued liabilities 7,513 322 7,835
Stockholders' equity 44,449 (15,089) 29,360
The Company's investigation into the circumstances surrounding the
controller's resignation and the financial statement misstatements revealed
no indication that there was any misappropriation of cash or other assets
or that the management of the Company was aware of any of the actions of
the controller.
Trading in the common stock was halted by NASDAQ after its independent
auditors withdrew its audit report with respect to the Company's financial
statements for the fiscal year ended February 26, 2000. The Company has a
hearing scheduled on May
25, 2001 at NASDAQ with respect to the continued listing of its common
stock on NASDAQ. NASDAQ has not informed the Company whether or under what
circumstances NASDAQ would permit the common stock to resume trading.
The Company's preliminary unaudited results for the fourth quarter and
fiscal year 2001 indicate sales of approximately $27.0 million and $125.0
million, respectively, and net income per diluted share of $0.03 and $0.37,
respectively. In addition, as of March 3, 2001 the Company had cash and
cash equivalents of approximately of $10.3 million, primarily as a result
of reducing accounts receivable and inventory, offset by a significant
reduction in accounts payable during the fourth quarter.
In addition, Mr. John Bates has joined the Company as corporate
controller. He has over twenty-five years experience in accounting and
finance, with the last eleven years in electronic manufacturing.
California Amplifier designs, markets and manufactures a broad line of
integrated microwave fixed point solutions used primarily in conjunction
with satellite video and terrestrial broadband applications. The Company's
wireless access business unit designs and markets integrated reception and
two-way transmission fixed wireless solutions for video, voice, data,
telephony and networking applications. The satellite business unit designs
and markets reception components for the worldwide DBS television market as
well as a full line of consumer and commercial products for video and data
reception. Micro Pulse, a consolidated 50.5% ownership investment, designs,
markets and manufactures antennas for a broad range of wireless
applications. California Amplifier is an ISO 9001 certified Company. For
additional information, visit California Amplifier's web site at
www.calamp.com.
Forward looking statements in this press release are made pursuant to
the safe harbor provision of the Private Securities Litigation Reform Act
of 1995 and reflect the Company's current views with respect to future
events and are subject to certain risks and uncertainties, including,
without limitation, product demand, market growth, new competition, new
technologies, the internal financial investigation, litigation and related
matters, and other risks and uncertainties that are detailed from time to
time in the Company's periodic reports filed with the Securities and
Exchange Commission, copies of which may be obtained from the Company upon
request. Such risks and uncertainties could cause actual results to differ
materially from historical results or those anticipated. Although the
Company believes the expectations reflected in its 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.
###
For more information contact:
Michael Ferron
Chief Financial Officer
California Amplifier, Inc.
805/987-9000
mferron@calamp.com
mferron@calamp.com