·
Positions
Company as a comprehensive source for satellite reception products
·
Acquisition expected
to be accretive to CAMP’s earnings in fiscal 2003
·
Company
provides fiscal 2003 first quarter sales and earnings guidance
CAMARILLO,
Calif., April 8, 2002 -- California Amplifier, Inc. (Nasdaq: CAMP) today
announced that it has acquired the satellite antenna business of Kaul-Tronics,
Inc. and two affiliated companies (collectively, “KTI”), in a stock and cash
transaction.
The transaction,
which is valued at approximately $22 million, consists of the acquisition of substantially
all of the assets, including inventory, equipment, real estate and intellectual
property and the assumption of certain liabilities of KTI. In 2001, KTI had revenues of approximately
$36 million, pretax income of approximately $4.8 million and EBITDA of
approximately $5.8 million. KTI’s 2001
revenues included approximately $12 million in satellite LNBF products of the
type produced by California Amplifier.
KTI
is one of North America’s leading manufacturers of DBS satellite dishes and
also manufactures several larger offset antennas, including elliptical antennas
for multi-satellite reception and offset antennas for international and
commercial markets. In addition, KTI offers a complete line of satellite
installation accessories.
“This acquisition positions California
Amplifier as a leader in the supply of integrated outdoor satellite reception
products and broadens our market opportunities,” said Fred Sturm, President and
Chief Executive Officer of California Amplifier. “KTI is renowned for its quality and brings a highly respected
product line that will contribute to the future growth of California Amplifier. Additionally, we expect this transaction
will be accretive to California Amplifier’s fiscal 2003 earnings per share.”
Under the terms of
the purchase agreement, California Amplifier paid approximately $22 million, comprised
of $5 million in common stock (929,086 shares based on the 30-day average
closing price through April 3, 2002) and $17 million cash. Of the cash portion, $12 million has been provided
under an interim increase in the Company’s revolving line of credit. It is expected that the Company’s borrowing facility
will shortly be restructured into an approximately $29.3 million secured credit
facility, including a $13 million revolving facility, and a $16.3 million term
loan facility.
California Amplifier
will continue to operate KTI’s present facilities in Wisconsin and will assume
management control of all operations effective immediately.
The Company
currently estimates fiscal 2003 first quarter revenues in the range of $20 to
$25 million and earnings in the range of $0.04-$0.07 per diluted share after
giving effect to the KTI acquisition.
Conference Call Information
California
Amplifier will discuss the acquisition during a conference call for analysts on
Monday, April 8 at 2:00 p.m., Pacific Daylight Time. The company will provide a live audio webcast that can also be
accessed on both the Company’s web site, www.calamp.com,
and on the web site www.prnewswire.com
under the Multimedia News section. Access
to the webcast event requires listeners to install either RealPlayer or Windows
Media Player. A web replay of the audio
broadcast will be available for one week after the completion of the call.
About California Amplifier,
Inc.
California Amplifier designs,
markets and manufactures a broad line of integrated microwave fixed point
solutions used primarily in conjunction with satellite and terrestrial
broadband applications. The Company’s 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. The wireless access business unit designs and markets
integrated reception and two-way transmission fixed wireless solutions for video,
voice, data, telephony and networking 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 performance 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,” “estimates” 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 the integration of KTI’s business with California Amplifier, the future
revenues and operating profitability of KTI, the realization of anticipated
synergies and cost-savings, customer relationships, 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
Coffin Communications Group California
Amplifier, Inc.
(818) 789-0100 (805)
987-9000
crocker.coulson@coffincg.com
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