10-K405/A 1 0001.txt AMENDMENT TO 10-K FOR YEAR ENDING 2/26/2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment Number 1 to ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended February 26, 2000 Commission File Number 0-12182 CALIFORNIA AMPLIFIER, INC. (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.) 460 CALLE SAN PABLO, CAMARILLO, CALIFORNIA 93012 (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 (Title of Class) 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, and (2) has been subject to such filing requirements for the past 90 days. Yes |X| 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|] The aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant as of May 15, 2000 was approximately $338,000,000. There were 13,234,322 shares of the Registrant's Common Stock outstanding as of May 15, 2000. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on July 14, 2000 are incorporated by reference into Part III, Items 11, 12 and 13 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. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CALIFORNIA AMPLIFIER, INC. By: /s/ Fred M. Sturm Chief Executive Officer Dated: June 7, 2000 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 in the capacities and on the dates indicated. CAPACITIES SIGNATURES IN WHICH SERVED DATES --------------------- --------------------- -------- /s/ Ira Coron Chairman of the Board of Directors June 7, 2000 /s/ Fred M. Sturm Chief Executive Officer, President and Director June 7, 2000 /s/ William E. McKenna Director June 7, 2000 /s/ Arthur H. Hausman Director June 7, 2000 /s/ Thomas L. Ringer Director June 7, 2000 /s/ Michael R. Ferron Vice President, Finance, June 7, 2000 Chief Financial Officer (Principal Accounting Officer) and Corporate Secretary CALIFORNIA AMPLIFIER, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

Years Ended -------------------------------------------------------------------------------------------- Feb. 26, Feb. 27, Feb. 28, 2000 1999 1998 -------------------------------------------------------------------------------------------- Cash flows from operating activities: Net loss $ (1,393) $(1,436) $(2,665) Adjustments to reconcile net loss to net cash provided by operating activities: Non-cash litigation charge 9,500 --- --- Non-cash income tax benefit (3,470) --- --- Provision for doubtful accounts 37 96 592 Depreciation and amortization 2,990 3,013 3,280 Loss on sale of property and equipment 3 14 1 Minority interest share in net income (loss) of Micro Pulse, net of tax 228 (207) 195 Deferred tax asset 595 403 (1,200) Change in assets and liabilities, net of effect from purchase of controlling interest in Micro Pulse in 1999 and Gardiner acquisition in 2000: Accounts receivable (11,252) 826 945 Inventories (6,322) 2,877 1,983 Prepaid expenses and other assets 164 352 824 Accounts payable 4,598 783 (766) Accrued liabilities 4,615 (786) (37) -------------------------------------------------------------------------------------------- Net cash provided by operating activities 293 5,935 3,152 -------------------------------------------------------------------------------------------- Cash flows from investing activities: Purchases of property and equipment (5,352) (1,321) (2,750) Net assets acquired from Gardiner (6,170) --- --- Proceeds from sale of property and equipment 7 912 12 Purchase of controlling interest in Micro Pulse --- --- 327 -------------------------------------------------------------------------------------------- Net cash used in investing activities (11,515) (409) (2,411) -------------------------------------------------------------------------------------------- Cash flows from financing activities: Debt borrowings 1,500 --- 1,582 Debt repayments (596) (740) (980) Issuances of common stock 4,136 25 36 -------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities 5,040 (715) 638 -------------------------------------------------------------------------------------------- Effect of foreign exchange rates (56) 79 (122) Net increase (decrease) in cash and cash equivalents (6,238) 4,890 1,257 Cash and cash equivalents at beginning of year 9,312 4,422 3,165 -------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 3,074 $ 9,312 $ 4,422 -------------------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements.