SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2003
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]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The aggregate market value of the common stock of the Registrant held
by non-affiliates computed by reference to the price at which the common
stock was last sold as of the last business day of the Registrant's most
recently completed second fiscal quarter was approximately $50,535,000.
There were 14,745,812 shares of the Registrant's Common Stock
outstanding as of May 23, 2003.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement for the Annual
Meeting of Stockholders to be held on July 17, 2003 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.
PART I
ITEM 1. BUSINESS
THE COMPANY
California Amplifier, Inc. (the "Company") designs, manufactures and
markets microwave equipment used in the reception of television programming
transmitted from satellites and wireless terrestrial transmission sites, and
two-way transceivers used for wireless high-speed Internet (broadband)
service. The Company's Satellite business unit designs and markets
reception products principally for the Direct Broadcast Satellite ("DBS")
subscription television market in the United States, 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 equipment for broadband data and video applications.
California Amplifier is an ISO 9001 certified company.
The consolidated financial statements include the accounts of the
Company (a Delaware corporation) and its wholly-owned subsidiaries,
California Amplifier SARL, the Company's subsidiary in France, and Cal Amp
Limited, the Company's Hong Kong subsidiary. Operations of the Hong Kong
subsidiary were wound down beginning in November 2001, and this subsidiary
was subsequently dissolved. The French subsidiary essentially functions as
an international sales office for the Wireless Access business unit.
As further described in Note 2 to the accompanying consolidated
financial statements, on April 5, 2002 the Company acquired substantially
all of the assets, properties and business of Kaul-Tronics, Inc., a
Wisconsin company, and two affiliated companies (collectively, "Kaul-
Tronics"). The results of Kaul-Tronics' operations have been included in
the Company's consolidated financial statements since that date. The
operations and properties acquired by the Company, which included two
manufacturing plants, involve primarily the design and manufacture of
satellite antenna dishes used in the DBS industry.
As described further in Note 14 to the accompanying consolidated
financial statements, in July 2001 the Company sold its 51% interest in
Micro Pulse, a company engaged in the design, manufacture and marketing of
antennas and amplifiers used principally in global positioning satellite
(GPS) applications. Accordingly, the results of operations of Micro Pulse,
which represented a separate business segment of the Company, have been
presented as a discontinued operation in the accompanying consolidated
statements of operations for fiscal years 2002 and 2001.
The Company was incorporated in California in 1981 and was
reincorporated in Delaware in 1987.
SATELLITE PRODUCTS
Sales of the Satellite business segment amounted to $88,437,000,
$78,899,000 and $85,107,000 in fiscal years 2003, 2002 and 2001,
respectively. Such amounts represented 88.4%, 78.3% and 72.7%,
respectively, of consolidated sales in these fiscal years. The acquired
Kaul-Tronics business accounted for approximately $16 million of Satellite
segment sales during fiscal 2003, substantially all of which consisted of
antenna dishes and associated mounting hardware.
Subsequent to February 28, 2003, the Company experienced a substantial
reduction in orders from the primary customers of its Satellite business
unit. The Company has been advised by these key customers that the
principal reason for the order reductions is because the customers have
accumulated excess inventory levels. The Company believes this situation
will adversely affect its sales and results of operations for at least the
first two quarters of fiscal 2004. In response to this downturn in its
Satellite business, during the first quarter of fiscal 2004 the Company
reduced its workforce by approximately 50%, which reductions included
approximately 225 contract workers. In addition, the Company is in the
process of consolidating its satellite dish antenna manufacturing operations
in Wisconsin. The Company believes that this significant decline in
Satellite product orders is a temporary condition. However, the Company is
currently evaluating other potential restructuring actions that it may
undertake in the event the downturn in its Satellite business persists
longer than is currently expected.
The Satellite business unit generates its revenue almost entirely from
the sale of outdoor satellite television reception equipment. Such products
accounted for approximately 99%, 98% and 93% of Satellite segment revenues
in fiscal years 2003, 2002 and 2001, respectively. The remaining revenue of
the Satellite segment in these fiscal years was generated from the sale of
commercial satellite products for video and data reception.
The Company's principal satellite products are installed at
subscribers' premises to receive pay television programming signals that are
transmitted from orbiting satellites. The Company's satellite television
reception products consist principally of a reflector dish antenna,
feedhorn, and electronics which receive, process and amplify satellite
television signals for distribution over coaxial cable into the building.
The dish antenna reflects the satellite microwave signal back to a focal
point where a feedhorn collects the microwaves and transfers the signals
into an integrated amplifier/downconverter that is referred to in the
satellite industry as a Low Noise Block Feed ("LNBF"). The microwave
amplifier boosts the signal millions of times for further processing. The
downconverter changes the signal from a microwave frequency into a lower
intermediate frequency that a satellite television receiver can acquire,
recognize and process to create a picture.
Since the early 1980s the Company has been a leading supplier of
amplifiers and downconverters to the "large backyard dish" markets
worldwide, primarily the United States in the 1980s and 1990s, and Brazil
and the Middle East in the early and mid 1990s. In April 1999, the Company
purchased substantially all of the satellite television products business of
Gardiner Communications Corp. This acquisition provided the Company
immediate entry into the DBS subscription television market in North
America.
For the past several years, substantially all of the Company's
satellite product sales were DBS products, while sales of large backyard
satellite dish products were negligible. The Company believes that outdoor
reception equipment for the DBS television industry will continue to be its
principal satellite product line for the foreseeable future.
WIRELESS ACCESS PRODUCTS
The Company's Wireless Access business unit accounted for 11.6%, 21.7%
and 27.3% of consolidated net sales in fiscal years 2003, 2002 and 2001,
respectively.
Revenue of the Wireless Access business segment revenue by product line
for the last three years is as follows (in $000s):
Fiscal year ended February 28,
-----------------------------
2003 2002 2001
---- ---- ----
Wireless television
products $10,004 $ 4,867 $12,788
Broadband wireless access
antenna transceivers 1,603 16,949 19,234
------- ------- -------
Total Wireless Access
segment revenue $11,607 $21,816 $32,022
======= ======= =======
Wireless television products are sold to operators of terrestrial
wireless television systems (also known as "Wireless Cable"), and include
signal scrambling equipment to encode premium video programming prior to
transmission and reception equipment which is installed at the subscribers'
premises in direct line-of-sight of terrestrial transmission towers. The
reception equipment consists of an antenna to receive the signal, integrated
electronics which "downconvert" (i.e., change) the signal from a microwave
frequency to a television frequency, a low noise amplifier and, if
applicable, electronics to decode scrambled signals.
Broadband wireless access antenna transceivers are devices sold to
internet service providers or systems integrators which are mounted outside
a subscriber's premises in direct line-of-sight of a terrestrial
transmission tower, enabling the subscriber to receive two-way high-speed
Internet access. The transceiver is connected by coaxial cable to a modem
inside the subscriber's premises. The modem either transmits or receives
signals to or from the transceiver.
Wireless Television Products
Wireless Cable television operates similarly to coaxial cable
television transmission. The key difference is that Wireless Cable uses a
microwave frequency band (Multichannel Multipoint Distribution System, or
"MMDS") to transmit programming from a central transmission tower to homes
within a local service area. The signal can generally be received by
subscribers within a 25 to 40 mile omni-directional radius of the
transmission tower; however, the subscriber must have a direct line-of-sight
or "view" between the transmission tower and the reception antenna at the
home. Typically, 55% to 80% of the homes within a service area are able to
receive these wireless signals, with the remainder shadowed from the
transmitter. The percentage of line-of-sight homes is affected by the tower
elevation, local topology and the height of the subscriber's antenna.
Since the mid-1990s the Wireless Cable television market in the United
States has been shrinking, as Wireless Cable operators sold their subscriber
bases to DBS system operators and redeployed their MMDS spectrum to other
uses. The Wireless Cable market contraction accelerated beginning in 1998,
when the Federal Communications Commission ("FCC") approved the use of MMDS
spectrum for two-way systems that could provide high-speed, high-capacity
broadband service, including Internet access. According to a report
published by the FCC in December 2002, in the four year period through June
2002 the number of Wireless Cable subscribers in the United States declined
by over 50%.
Internationally, the Wireless Cable industry is larger than in the U.S.
but has also been declining. Increasing worldwide demand for multichannel
television programming has been offset by constraints on capital available
to the Wireless Cable service providers and increased competition from
alternate distribution means, such as satellite and cable. It is expected
that an increasing number of operators/MMDS spectrum owners may re-assess
their video strategy and focus on broadband data services.
Most of the Company's Wireless Cable revenue in recent years has been
generated by sales to system operators in foreign countries, primarily
Africa, Latin America and Europe. In fiscal 2003, in response to the
substantial decline in sales of its broadband wireless access products, as
discussed further below, the Company's Wireless Access unit concentrated its
sales efforts on foreign Wireless Cable system operators, and was able to
grow this portion of its Wireless business despite the fact that the overall
Wireless Cable market is declining.
Broadband Wireless Access Products
By deploying two-way wireless technology, operators can offer a high-
speed data service alternative to bridge the critical "last mile" between
networks and customers. There are key distinctions between broadband
wireless access and the two most prevalent traditional high-speed pipelines,
cable and digital subscriber line (DSL), typically provided by local cable
or telephone companies. Two-way wireless technology allows rapid deployment
of broadband services with relatively low build-out costs and it extends
high-speed access to rural and suburban markets that are not served or are
underserved by cable or DSL. Essentially, operators will establish two-way
transmissions to and from base stations and homes and businesses, operating
in many instances like cellular phone systems. The Company's first
generation broadband wireless product is an outdoor transceiver, which the
system operator installs on the subscriber's home or business rooftop.
These transceivers interface to an indoor modem which is connected to
computers or local area networks, and send and receive data to/from the base
stations to provide access to the Internet. The network management system
manages and controls the traffic transmitted over the broadband wireless
system, allowing many users to share the available bandwidth.
Beginning in March 1999, Sprint and MCI WorldCom began making debt and
equity investments in many of the U.S. MMDS multi-system operators,
essentially acquiring over 60% of the MMDS spectrum in major cities
throughout the United States. In conjunction with these acquisitions, the
companies announced their intention to initiate a broad-based roll-out of
fixed wireless broadband services to using technology that required line-of-
sight between the base station tower and subscriber antenna. As of
September 2001, Sprint was operating in 13 cities, and as of May 2002 MCI
WorldCom was operating in 14 cities.
In October 2001, Sprint announced that it had suspended its previous
roll-out strategies using line-of-sight technology until substantial
progress is made on next generation MMDS non-line-of-sight technologies.
There can be no assurance, however, that Sprint will resume its service
roll-out for fixed wireless broadband service.
In July 2002, MCI WorldCom filed for voluntary protection under U.S.
bankruptcy laws, and in connection with its reorganization it recently
agreed to sell its wireless high-speed Internet assets, including its MMDS
spectrum, to BellSouth. Other interested companies will be given the
opportunity to outbid BellSouth for the assets. MCI WorldCom has asked the
bankruptcy court to hold a hearing on July 8, 2003 to finalize the sale of
its wireless high-speed Internet assets.
A number of international spectrum holders have launched two-way
services to small and medium sized businesses using line-of-sight
technologies. These spectrum holders continue to roll out wireless high-
speed Internet service to business subscribers.
In December 2001, the Company announced a licensing agreement that
provides access to non-line-of-sight broadband modem technology and allows
the Company to develop integrated customer premise equipment that
interoperates with broadband wireless system technology developed by Navini
Networks, Inc. ("Navini"), a privately held company. The customer premise
equipment in this system is a compact portable transceiver modem that is
situated indoors to provide a wireless, non-line-of-sight high-speed
Internet connection to the system provider's base station. In May 2002,
Sprint announced that it is conducting field trials of next generation
broadband wireless technology with several vendors, two of which are Navini
and IPWireless, Inc., in order to test alternative advanced technologies in
various deployment scenarios to determine the viability of a next generation
broadband wireless solution. The Company believes that Sprint's field
trials have yielded promising results for Navini's technology. In addition
to Sprint, a number of other wireless spectrum holders have conducted field
trials of competing broadband wireless access technologies developed by
Navini and several other companies in anticipation of launching broadband
wireless data networks. However, Sprint and the other spectrum holders have
not yet announced the final results of their field trials or their
technology selection decisions. There can be no assurances that Navini's
technology will be selected as a result of such field trials, or that the
Company's development efforts in this area will be successful.
In January 2003, the Company announced that it has developed an
adaptive digital beam-forming smart antenna technology for use in enhanced
access points for high-speed Internet access over wireless networks which
use the 802.11 standard, commonly referred to as "Wi-Fi". The Company
believes that this access point technology, named RASTER[TM], effectively
addresses issues such as range, data throughput and tolerance to
interference that have hindered the widespread deployment of 802.11
networks. The Company is continuing the development of this technology and
is currently evaluating the best means to bring it to market.
For additional information regarding the Company's sales by segment and
geographical area, see Note 13 of Notes to Consolidated Financial
Statements.
MANUFACTURING
The Company currently manufactures and assembles its products at its
facilities in Camarillo, California and at two manufacturing plants in
Wisconsin. The two manufacturing plants in Wisconsin are currently being
consolidated, as further discussed under Item 2 herein. Manufacturing
operations consist of assembly of printed circuit boards and components
utilizing surface mount technology automated assembly equipment. All
printed circuit assemblies are then assembled into various aluminum and
plastic housings, electronically tested, and subjected to additional
environmental tests on a sampled basis prior to packaging and shipping.
Electronic devices, components and made-to-order assemblies used in the
Company's products are generally obtained from a number of suppliers,
although certain components are obtained from sole source suppliers. Some
devices or components are standard items while others are manufactured to
the Company's specifications by its suppliers. The Company believes that
most raw materials are available from alternative suppliers. However, any
significant interruption in the delivery of such items could have an adverse
effect on the Company's operations.
A substantial portion of the Company's components, printed circuit
board assemblies and housings are procured from foreign suppliers and
subcontract manufacturers located primarily in Hong Kong, mainland China,
Taiwan, and other Pacific Rim countries. Any significant shift in U.S.
trade policy toward these countries, a significant downturn in the
political, economic or financial condition of these countries, or further
spread of Severe Acute Respiratory Syndrome (SARS) in these geographic
areas, could cause disruption of the Company's supply chain or otherwise
disrupt the Company's operations, which could adversely impact the Company's
business.
ISO 9001 INTERNATIONAL CERTIFICATION
In 1995, the Company became registered to ISO 9001, the widely
recognized international standard for quality management in product design,
manufacturing, quality assurance and marketing. The Company believes that
ISO certification is important to its business because most of the Company's
key customers expect their suppliers to have and maintain ISO certification.
The registration assessment was performed by Underwriter's Laboratory, Inc.
according to the ISO 9001:1994 International Standard. Continuous
assessments to maintain certification are performed semi-annually, and the
Company has maintained its certification through each audit evaluation, most
recently in March 2003. In addition, the Company conducts internal audits
of processes and procedures on a quarterly basis. The Company believes that
the loss of its ISO certification would have a material adverse effect on
its operations, and the Company can provide no assurance that it will be
successful in continuing to maintain such certification.
RESEARCH AND DEVELOPMENT
Each of the markets the Company competes in is characterized by
technological change, evolving industry standards, and new product features
to meet market requirements. During the last three years, the Company has
focused its research and development resources primarily on Satellite DBS
products, two-way line-of-sight MMDS transceivers, two-way non-line-of-sight
MMDS integrated transceiver/modems, and smart antenna technology for use in
802.11 broadband wireless networks. In addition, development resources were
allocated to broaden existing product lines, reduce product costs and
improve performance by product redesign efforts.
Research and development expenses in fiscal years 2003, 2002 and 2001
were $5,982,000, $7,337,000 and $6,066,000, respectively. During this three
year period the Company's research and development expenses have ranged
between 5.2% and 7.3% of annual sales.
SALES AND MARKETING
The Company's sales are predominantly made to customers in the United
States. The following table summarizes the Company's sales by geographic
region for the last three years, as percentages of consolidated sales:
Year ended February 28,
--------------------------------
2003 2002 2001
------ ------ ------
United States 90.5% 82.4% 75.4%
Africa 4.1% 1.3% 2.5%
Latin America 2.4% 1.7% 2.3%
Europe 2.3% 2.2% 3.3%
Canada 0.3% 11.7% 13.5%
All other 0.4% 0.7% 3.0%
------ ------ ------
100.0% 100.0% 100.0%
====== ====== ======
Sales to two Canadian customers in fiscal 2001 and 2002 did not recur in
fiscal 2003. One, a Wireless Access customer, entered into voluntary
reorganization under Canadian bankruptcy law in September 2001. The other,
a Satellite customer, selected an alternate product technology that the
Company elected not to develop.
The Company sells its Satellite products primarily to DBS operators,
systems integrators and distributors for incorporation into complete
subscription satellite television systems. The Company sells its Wireless
Access products directly to system operators as well as through distributors
and system integrators. See Note 13 to the accompanying consolidated
financial statements for sales by business segment.
The Company's sales and marketing functions for both business units are
centralized at its corporate headquarters in Camarillo, California. In
addition, the Company has sales offices and personnel in Paris, France and
Sao Paulo, Brazil.
Sales to customers that accounted for 10% or more of consolidated
annual sales for the last three years, as a percent of consolidated sales,
are as follows:
Year ended February 28,
------------------------------
Customer Segment 2003 2002 2001
-------- --------- ------ ------ ------
A Satellite 43.8% 25.8% 22.0%
B Satellite 9.5% 30.6% 239%
C Wireless - 13.5% 10.0%
D Satellite 0.1% 11.7% 9.2%
Echostar Communications Corporation (identified as Customer A in the
table above), owns and operates the DISH satellite television service in the
U.S. The Company believes that the loss of Echostar as a customer would
have a material adverse effect on the Company's financial position and
results of operations. As further discussed under "The Company -- Satellite
Products" above, the Company's principal Satellite customers substantially
reduced their orders after the end of fiscal 2003, and the Company believes
that at least the first half of fiscal 2004 will be adversely affected as a
result.
Sprint (identified as Customer C in the table above), curtailed its
rollout of first generation line-of-sight fixed wireless broadband Internet
service in October 2001. Sprint is currently evaluating several competing
next generation non-line-of-sight technologies for delivering fixed wireless
broadband service that were developed by Navini Networks and other
companies. As discussed further under "Broadband Wireless Products" above,
the Company entered into a licensing agreement with Navini in December 2001
under which the Company has the right to develop and market wireless
broadband transceivers that would function with Navini's base stations. The
Company believes that future sales to Sprint for wireless broadband products
are dependent upon (i) Sprint deciding to resume expansion of its subscriber
base for wireless broadband service, (ii) Sprint selecting Navini's
technology for the deployment of next generation service, and (iii) the
Company receiving orders from Sprint for its version of the Navini
transceiver.
COMPETITION
The Company's markets are highly competitive. In addition, if the
markets for the Company's products grow, the Company anticipates increased
competition from new companies entering such markets, some of whom may have
financial and technical resources substantially greater than those of the
Company. The Company believes that competition in its markets is based
primarily on performance, reputation, product reliability, technical
support and price. The Company's continued success in these markets will
depend in part upon its ability to continue to design and manufacture
quality products at competitive prices.
Satellite Products:
The Company believes that its principal competitors for its Satellite
Products business include Sharp, Channelmaster, Wistron NeWeb Corporation,
Alps, Winegard, and MTI. Based on information announced quarterly by the
U.S. DBS system operators as to the total number of subscribers and the
subscriber turnover rate, the Company believes that it is a leading supplier
to the market for outdoor subscriber premise equipment for the U.S.
satellite television industry. In the Satellite television market, its
reputation for performance and quality allows the Company a competitive
advantage if pricing of its products is comparable to its competitors.
Because the Company's Satellite products are not proprietary, it is possible
that they may be duplicated by low-cost producers, resulting in price and
margin pressures.
Wireless Access Products:
The Company believes that its principal competitors for its Wireless
Cable television products include TranSystem, Inc. and Telelynx, Inc., both
Taiwanese companies, and that its principal competitors for broadband
wireless access products include, or could include, IPWireless Inc., NextNet
Wireless, Inc., Flarion Technologies, Inc., and REMEC, Inc. The wireless
equipment market sectors in which the Company competes are highly
fragmented, and although the Company was a leading supplier of first
generation line-of-sight MMDS transceivers for broadband wireless service in
the recent past, the Company believes that its share of the wireless market
sectors in which it competes is very small at the present time, in part
because the MMDS broadband wireless access market is largely dormant. The
Company believes that its product performance, reliability, low field
failure rate, technical support and pricing have been its principal
competitive advantages in the past. However, the Wireless Cable television
sector has been shrinking for a number of years, the MMDS broadband wireless
access sector is, as noted above, largely dormant and will remain so until
such time as the spectrum owners commence system deployments utilizing next
generation non-line-of-sight technology, and the Company has not yet
commercialized its technology targeted at broadband wireless access networks
which utilize the 802.11 standard. The Company's ability to capitalize on
its past competitive advantages in its Wireless business will depend in part
on whether and when market demand substantially improves for broadband
wireless access products.
BACKLOG
The Company's products are sold to customers that do not usually enter
into long-term purchase agreements, and as a result, the Company's backlog
at any date is not significant in relation to its annual sales. In
addition, because of customer order modifications, cancellations, or orders
requiring wire transfers or letters of credit from international customers,
the Company's backlog as of any particular date, may not be indicative of
sales for any future period.
INTELLECTUAL PROPERTY
The Company's timely application of its technology and its design,
development and marketing capabilities have been of substantially greater
importance to its business than patents or licenses.
The Company currently has 21 patents ranging from design features for
downconverter and antenna products, to its MultiCipher broadband scrambling
system. Those that relate to its downconverter products do not give the
Company any significant advantage since other manufacturers using different
design approaches can offer similar microwave products in the marketplace.
In addition to its awarded patents, the Company currently has 12 patent
applications pending.
The Company believes that at the present time none of its patents are
material to its existing operations. The Company is currently pursuing
several patents in its Wireless Access business unit that, if obtained,
could be material to its future operations.
California Amplifier(R) and MultiCipher(R) are federally registered
trademarks of the Company.
EMPLOYEES
At February 28, 2003, the Company had approximately 340 employees and
approximately 225 contracted production workers. None of the Company's
employees are represented by a labor union. The contracted production
workers are engaged through independent temporary labor agencies in
California and Wisconsin. As a result of downsizing in the first quarter of
fiscal 2004, as discussed under "The Company -- Satellite Products" above,
at May 23, 2003 the Company had approximately 265 employees and no
contracted production workers.
ITEM 2. PROPERTIES
The Company's corporate headquarters and its primary manufacturing
operations are located in three adjacent facilities in Camarillo, California
(approximately 60 miles north of Los Angeles) totaling approximately 100,000
square feet. The leases on all three facilities expire in February 2004.
Neither of the primary two leases, which encompass approximately 90,000
square feet, contain renewal options. The Company is currently evaluating
its facility alternatives. The Company believes that it can either renew
the existing facility leases or relocate to a new facility under lease terms
that are comparable to the existing leases.
In April 2002, as part of the acquisition of the assets and satellite
dish manufacturing business of Kaul-Tronics, Inc. (as further described in
Note 2 to the accompanying consolidated financial statements), the Company
acquired three facilities in Wisconsin, consisting of two manufacturing
plants and one warehouse. The warehouse is not utilized and the Company is
currently in the process of selling that building. The Company is also
consolidating the Wisconsin manufacturing operations into a single facility,
and plans to sell one of the two manufacturing plants when this
consolidation process is completed.
The Company also leases small facilities for a sale office in France
and a product design center in Chanhassen, Minnesota.
ITEM 3. LEGAL PROCEEDINGS
Yourish class action litigation:
On March 29, 2000 the Company and the individual defendants (certain
present and former officers and directors of the Company) reached a
settlement in the matter entitled Yourish v. California Amplifier, Inc., et
al., Case No. CIV 173569 shortly after trial commenced in the Superior Court
for the State of California, County of Ventura. The terms of the settlement
called for the issuance by the Company of 187,500 shares of stock along with
a cash payment of $3.5 million, funded in part by insurance proceeds, for a
total settlement valued at approximately $11.0 million. Of the total
settlement, $9.5 million was accrued in the consolidated financial
statements for the year ended February 28, 2000, and the remaining $1.5
million was to be funded by the Company's director and officer liability
insurance carriers. The common stock portion of the settlement was
originally accrued at $7.5 million, or $40 per share, which share price was
based on the trading range of the Company's common stock at the time the
settlement agreement was reached. By Order dated September 14, 2000, the
Court approved the terms of the settlement and dismissed the action with
prejudice.
Upon approval of the settlement agreement by the Court, in September
2000 the Company issued 65,625 of the 187,500 shares of common stock and
paid $2.5 million of the $3.5 million cash portion of the settlement.
T.I.G. Insurance Company ("T.I.G."), one of the Company's liability
insurance carriers, paid the remaining $1 million under a reservation of
rights.
The fair value of the Company's common stock on September 14, 2000, the
date the settlement agreement was approved by the court, was $33.063 per
share. Accordingly, at that time the Company reduced its litigation accrual
by $1.3 million to revalue the common stock portion of the settlement at
$33.063 per share instead of $40 per share. Also in September 2000, the
Company accrued $500,000 for additional legal expenses associated with this
litigation which had not been previously accrued, and accrued $800,000 for a
refund contingently payable to T.I.G., which had contributed $1 million to
the settlement under a reservation of rights.
In March 2002, T.I.G. notified the Company that it intended to seek a
refund of its $1 million settlement contribution made under a reservation of
rights. As discussed above, the Company had previously accrued a reserve of
$800,000 for the refund contingently payable to T.I.G. Consequently, at
February 28, 2002 the Company accrued an additional $200,000 for the
contingent refund payable to T.I.G.
The remaining 121,875 shares of common stock, previously accrued as
part of the Yourish legal settlement at $33.063 per share, were issued on
July 24, 2002, upon receipt of instructions from plaintiffs' counsel.
The Company's consolidated balance sheet at February 28, 2003 includes
an accrued liability of $1 million for the amount payable to T.I.G.
2001 securities litigation and shareholder derivative lawsuit:
Following the announcement by the Company on March 29, 2001 of the
resignation of its controller and the possible overstatement of net income
for the fiscal year ended February 28, 2000 and the subsequent restatement
of the Company's financial statements for fiscal year 2000 and the interim
periods of fiscal year 2001, the Company and certain officers were named as
defendants in twenty putative actions in Federal Court. Caption information
for each of the lawsuits is set forth in Item 3 of the Company's Form 10-K
for the fiscal year ended February 28, 2001. On June 18, 2001, the twenty
actions were consolidated into a single action pursuant to stipulation of
the parties, and lead plaintiffs' counsel was appointed. In July 2001, all
of the Company's directors were named as defendants in the above-entitled
shareholder derivative lawsuit filed in Los Angeles Superior Court.
In December 2001, the parties reached an agreement to settle both the
class action litigation and the shareholder derivative lawsuit for the
aggregate sum of $1.5 million, subject to final Court approval. Of this
amount, the Company's primary directors and officers liability insurance
carrier agreed to contribute $575,000 toward the settlement, which amount
was paid in December 2001. The Company accrued its $925,000 share of the
settlement in the fiscal year ended February 28, 2002. Of this amount,
$425,000 was paid by the Company in December 2001, and the remaining
$500,000 was paid in October 2002 upon the Court's final approval of the
settlement agreement.
Investigation by the Securities and Exchange Commission:
In May 2001, the Company announced that it had received notice from the
Securities and Exchange Commission (SEC) that the SEC was conducting an
informal inquiry into the circumstances that caused the Company to announce
that it would be restating earnings for fiscal year 2000 and interim
quarters of fiscal year 2001. Subsequently, the Company learned that the
SEC adopted an order directing a formal investigation and designating
certain officers to take testimony. The Company has provided the SEC with
documents and testimony, and management believes that it has fully
cooperated, and will continue to fully cooperate, with the SEC in connection
with its investigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the three months ended February 28, 2003, no matters were
submitted to a vote of the Company's security holders.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information set forth under the caption "Market and Dividend
Information" in the Company's 2003 Annual Report to Stockholders is
incorporated herein by reference and made a part hereof.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Five-Year Financial
Summary" in the Company's 2003 Annual Report to Stockholders is incorporated
herein by reference to Exhibit 13 and made a part hereof.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the
Company's 2003 Annual Report to Stockholders is incorporated herein by
reference to Exhibit 13 and made a part hereof.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements and financial schedules
included later in this Report under Item 16.
ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are as follows:
NAME AGE POSITION
- -------------------------- --- -----------------------
Ira Coron (1) 74 Chairman of the Board
of Directors
Richard Gold (1)(3) 48 Director
Arthur H. Hausman (1)(2) 79 Director
Frank Perna, Jr. (2)(3) 65 Director
Thomas L. Ringer (2) 71 Director
Fred M. Sturm 45 Director, President and
Chief Executive Officer,
Philip Cox 63 Vice President, Wireless
Access Products
Robert Hannah 42 Vice President,
Satellite Products
Patrick Hutchins 40 Vice President, Operations
Kris Kelkar 39 Senior Vice President,
Wireless Access Products
Richard K. Vitelle 49 Vice President, Finance,
Chief Financial Officer
and Corporate Secretary
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
(3) Member of Governance and Nominating Committee
IRA CORON has been Chairman of the Board for California Amplifier, Inc.
since March of 1994, and in addition was the Chief Executive Officer until
1997 and remained an officer of the Company until February 1999. From 1989
to 1994 he was an independent management consultant to several companies and
venture capital firms. He retired from TRW, Inc., after serving in numerous
senior management positions from June 1967 to July 1989 among which was Vice
President and General Manager of TRW's Electronic Components Group. He also
served as a member of the Executive Committee of the Wireless Communications
Association.
RICHARD B. GOLD has been a director of the Company since December 2000.
Mr. Gold is President and Chief Executive Officer of Nova Crystals, Inc., a
privately held supplier of optical communications equipment, a position he
has held since December 2002. He also serves as Chairman of Radia
Communications, Inc., a privately held supplier of wireless communications
semiconductors, a position he has held since June 2002. Previously, Mr.
Gold was Chairman, President and Chief Executive Officer of Genoa
Corporation, a privately held supplier of optical communications equipment,
from January 1999 to June 2002. From November 1991 through December 1998,
Mr. Gold held various senior-level executive positions with Pacific
Monolithics, Inc., a supplier of wireless communications equipment,
including Vice President-Engineering, Chief Operating Officer and, from
January 1997 through December 1998, President and Chief Executive Officer.
In October 1998, Pacific Monolithics filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Mr. Gold is a
director of Nucentrix Broadband Networks, Inc., a publicly held company.
ARTHUR H. HAUSMAN has been a director of the Company since 1987. Mr.
Hausman, a private investor, currently serves as a director of Drexler
Technology Corporation, a publicly held manufacturer of optical data storage
products. Until his retirement in 1988, he served as Chairman of the Board
of Directors and Chief Executive Officer of Ampex Corporation, a
manufacturer of professional audio-video systems, data/memory products and
magnetic tape, where he was employed for 27 years. Mr. Hausman was
appointed by President Reagan to the President's Export Council, to the
Council's Executive Committee and to the Chairmanship of the Export
Administration Subordinate Committee of the Council for the period 1985 to
1989.
FRANK PERNA, JR. has been a director since May 2000. From 1990 to
1993, Mr. Perna was Chief Executive Officer of MagneTek. From 1994 to 1998
Mr. Perna was Chairman and Chief Executive Officer of EOS Corporation, and
from 1998 to the present has served as Chairman and Chief Executive Officer
of MSC Software. Mr. Perna also serves as Chairman of the Board of
Software.com and on the Board of Trustees of Kettering University.
THOMAS L. RINGER has been a director of the Company since August 1996.
Since 1990, Mr. Ringer has been actively involved as a member of the boards
of directors for various public and private companies. Mr. Ringer is
currently Chairman of Wedbush Morgan Securities, Inc., an investment banking
and financial services company, Chairman of Document Sciences Corporation, a
publicly held company engaged in developing and marketing document
automation software, Chairman of M.S. Aerospace, Inc., a privately held
manufacturer of aerospace fasteners, Chairman of the Center for Innovation
and Entrepreneurship, an executive education services company, and Chairman
of Camping Business Systems, Inc., a collateral recovery services company.
Prior to 1990, Mr. Ringer served as President and Chief Executive Officer of
Recognition Equipment Inc., a New York Stock Exchange listed company,
President and Chief Executive Officer of Fujitsu Systems of America, Inc.
and President and Chief Executive Officer of Computer Machinery Corporation.
FRED M. STURM was appointed Chief Executive Officer, President and
Director in August 1997. Prior to joining the Company from 1990 to 1997,
Mr. Sturm was President of Chloride Power Systems (USA), and Managing
Director of Chloride Safety, Security, and Power Conversion (UK), both of
which are part of Chloride Group, PLC (LSE: CHLD). From 1979 to 1990, he
held a variety of general management positions with M/A-Com and TRW
Electronics, which served RF and microwave markets.
PHILIP COX joined the Company in July 1996, and has held several
general management and sales positions with the Company since that time.
Mr. Cox currently serves as Vice President Sales of the Wireless Access
Products unit. Prior to July 1996, he held various sales and marketing
positions with Signal Technology and M/A-Com.
ROBERT HANNAH joined the Company as Vice President of Engineering in
April 1995. In January 1998, Mr. Hannah was appointed Vice President,
Satellite Products. Prior to April 1995, Mr. Hannah held various positions
with Hughes, most recently the position of Technical Manager at Hughes
Network Systems.
PATRICK HUTCHINS joined the Company as Vice President, Operations in
August 2001. From March 1997 until joining the Company, Mr. Hutchins served
in general management capacities with several units of Chloride Group PLC
and Genlyte Thomas LLC, most recently serving as the President and General
Manager of Chloride Systems, a division of Genlyte Thomas.
KRIS KELKAR joined the Company in April 1995 and has held several
positions with the Company in general management and sales and marketing
capacities since that time. Mr. Kelkar is currently Senior Vice President
and General Manager of the Company's Wireless Access Products unit. Prior
to joining the Company in 1995, he held various positions with General
Instrument Corporation, the most recent Vice President of International
Marketing for General Instrument's Communications Division.
RICHARD K. VITELLE joined the Company as Vice President, Finance, Chief
Financial Officer and Corporate Secretary in July 2001. Prior to joining
the Company, he served as Vice President of Finance and CFO of SMTEK
International, Inc., a publicly held electronics manufacturing services
provider, where he was employed for a total of 11 years. Earlier in his
career Mr. Vitelle served as a senior manager with Price Waterhouse.
Officers are appointed by and serve at the discretion of the Board of
Directors.
Board Committees
The Company has a Compensation Committee that reviews and makes
recommendations to the Board of Directors with respect to the compensation
of the Company's executive officers as well as administers the Company's
Stock Option Plans.
The Company has an Audit Committee that reviews the scope of audit
procedures employed by the Company's independent auditors, approves the
audit fee charged by the independent auditors, reviews the audit reports
rendered by the Company's independent auditors, and pre-approves all non-
audit services to be performed by the independent auditors. The Audit
Committee reports to the Board of Directors with respect to such matters and
recommends the selection of independent auditors.
The Company has a Governance and Nominating Committee that reviews and
makes recommendations on the composition of the Board and its committees,
evaluates and recommends candidates for election to the Board, and reviews
and makes recommendations to the full Board on corporate governance matters.
ITEM 11. EXECUTIVE COMPENSATION
The information under the caption "Executive Compensation" in the
Company's definitive proxy statement for the Annual Meeting of Stockholders
to be held on July 17, 2003 is incorporated herein by reference and made a
part hereof.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information under the caption "Stock Ownership" in the Company's
definitive proxy statement for the Annual Meeting of Stockholders to be held
on July 17, 2003 is incorporated herein by reference and made a part hereof.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the caption "Certain Relationships and
Related Transactions" in the Company's definitive proxy statement for the
Annual Meeting of Stockholders to be held on July 17, 2003 is incorporated
herein by reference and made a part hereof.
ITEM 14. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation
of the Company's management, including the Company's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Rules 13a-14(c) and 15(d)-14(c) under the Securities Exchange Act of 1934
(the "Exchange Act"). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiary)
required to be included in the Company's periodic SEC filings.
(b) Changes in internal controls.
There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal
controls subsequent to the date we carried out our evaluation.
Additionally, no significant deficiencies or material weaknesses in such
internal controls requiring corrective actions were identified.
ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information contained under the caption "Principal Accountant Fees
and Services" in the Company's definitive proxy statement for the Annual
Meeting of Stockholders to be held on July 17, 2003 is incorporated herein
by reference and made a part hereof.
PART IV
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of Financial Statements
The following financial statements are included in the 2003 Annual
Report to Stockholders which is incorporated herein by reference to Exhibit
13 and made a part hereof:
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity
and Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) FORM 8-K. The Company made no filings on Form 8-K during the three
months ended February 28, 2003.
(c) EXHIBITS. Reference is made to the Index to Exhibits on pages 22 to 23
of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on May 30, 2003.
CALIFORNIA AMPLIFIER, INC.
By: /s/ Fred M. Sturm
__________________________
Fred M. Sturm
Chief Executive Officer
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 and in the capacities and on the dates indicated.
Signature Title Date
/s/ Ira Coron Chairman of the May 30, 2003
______________________ Board of Directors ___________________
Ira Coron
/s/ Richard B. Gold Director May 30, 2003
______________________ ___________________
Richard B. Gold
/s/ Arthur H. Hausman Director May 30, 2003
______________________ ___________________
Arthur H. Hausman
/s/ Frank Perna, Jr. Director May 30, 2003
______________________ ___________________
Frank Perna, Jr.
/s/ Thomas L. Ringer Director May 30, 2003
______________________ ___________________
Thomas L. Ringer
/s/ Fred M. Sturm President, Chief Executive May 30, 2003
______________________ Officer and Director ___________________
Fred M. Sturm (principal executive officer)
/s/ Richard K. Vitelle VP Finance, Chief Financial May 30, 2003
______________________ Officer and Treasurer ___________________
Richard K. Vitelle (principal accounting officer)
CERTIFICATIONS
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Fred M. Sturm, Chief Executive Officer of California Amplifier, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-K of California Amplifier,
Inc. (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within these entities,
particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
May 30, 2003 /s/ Fred M. Sturm
------------------------ -----------------------------
Date Fred M. Sturm
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Richard K. Vitelle, Chief Financial Officer of California Amplifier, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-K of California
Amplifier, Inc. (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within these entities,
particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
May 30, 2003 /s/ Richard K. Vitelle
------------------------ -----------------------------
Date Richard K. Vitelle
Chief Financial Officer
INDEX TO EXHIBITS
2.1 Asset Purchase Agreement dated April 5, 2002 between and among the
Company, Kaul-Tronics, Inc., NGP, Inc., and Interactive Technologies
International, LLC (incorporated by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K dated April 5, 2002).
3.1 Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement No. 33-59702 on Form S-1).
3.1.1 Amendment to Certificate of Incorporation of the Company, as
filed with the Delaware Secretary of State on September 19, 1996
(incorporated by reference to Exhibit 3.1.1 of the Company's
Interim Report on Form 10-Q for the period ended August 31, 1996).
3.2 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 of the Company's Current Report on Form 8-K dated
February 28, 1992).
4.1 Amended and Restated Rights Agreement, amended and restated as of
September 5, 2001, by and between California Amplifier, Inc. and
Mellon Investor Services LLC, as Rights Agent (incorporated by
reference to Exhibit 4.1 of the Company's Form 8-K filed on
September 6, 2001).
10.1 1989 Key Employee Stock Option Plan (incorporated by reference to
Exhibit 4.4 of the Company's Registration Statement No. 33-31427 on
Form S-8).
10.1.1 Amendment No. 1 to the 1989 Key Employee Stock Option Plan
(incorporated by reference to Exhibit 4.7 of the Company's
Registration Statement No. 33-36944 on Form S-8).
10.1.2 Amendment No. 2 to the 1989 Key Employee Stock Option Plan
(incorporated by reference to Exhibit 4.8 of the Company's
Registration Statement No. 33-72704 on Form S-8).
10.1.3 Amendment No. 3 to the 1989 Key Employee Stock Option Plan
(incorporated by reference to Exhibit 4.10 of the Company's
Registration Statement No. 33-60879 on Form S-8).
10.2 The 1999 Stock Option Plan (incorporated by reference to Exhibit
4.1 of the Company's Registration Statement No. 333-93097 on
Form S-8).
10.3 Building Lease and Rider on building between the Company and
Calle San Pablo Property Co. dated January 31, 1989 (incorporated
by reference to an exhibit filed with Company's Annual Report on
Form 10-K for the year ended February 28, 1989).
10.3.1 Amendment of Lease on building between the Company and Calle San
Pablo Property Co. dated February 9, 1995 (incorporated by
reference to Exhibit 10.9.1 of the Company's Annual Report on
Form 10-K for the year ended February 28, 1995).
10.4 Building Lease on building between the Company and The Jennings
Bypass Trust, dated September 11, 1996 (incorporated by
reference to Exhibit 10.28 of the Company's Annual Report on
Form 10-K for the year ended February 28, 1997).
10.5 Form of Indemnity Agreement (incorporated by reference to an
exhibit filed with Company's Annual Report on Form 10-K for the
year ended February 28, 1988).
10.6 Loan and Security Agreement by and between the Company and U.S.
Bank National Association dated as of May 2, 2002 (incorporated by
reference to Exhibit 10.6 of the Company's Annual Report on Form
10-K for the year ended February 28, 2002).
11 Statement re Computation of Per Share Earnings (incorporated by
reference to Note 9 of the Company's consolidated financial
statements for the year ended February 28, 2003).
13 Annual Report to security holders.
21 Subsidiary of the Registrant.
23 Consent of Independent Auditors.
99 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.