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California Amplifier
Acquires Kaul-Tronics Business;
Positions Company as a comprehensive source
for satellite reception products
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.
# # #
CONTACT:
Coffin Communications Group
Crocker
Coulson, 818/789-0100
crocker.coulson@coffincg.com
or
California
Amplifier, Inc.
Rick Vitelle,
805/987-9000