UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 6, 2014

Exact Name of Registrant as
       Specified in Its Charter: CALAMP CORP.

DELAWARE       0-12182       95-3647070
State or Other Jurisdiction of   Commission   I.R.S. Employer
Incorporation or Organization File Number Identification No.

Address of Principal Executive Offices:      1401 N. Rice Avenue
     Oxnard, CA 93030

Registrant's Telephone Number, Including
       Area Code:      (805) 987-9000

Former Name or Former Address,
       if Changed Since Last Report:      Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ]         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)
 
[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition

The information set forth in Exhibit 99.1 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in Exhibit 99.1 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On October 6, 2014, CalAmp Corp. issued a press release announcing its financial results for the second quarter ended August 31, 2014. A copy of the press release is attached as Exhibit 99.1.

A conference call with simultaneous webcast to discuss the financial results for the second quarter ended August 31, 2014 will be held today, October 6, 2014 at 4:30 p.m. Eastern Time. After the live webcast of the conference call, an audio replay will remain available until the next quarterly conference call in the Investor Relations section of CalAmp's website at www.calamp.com.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

              99.1        Press release of the Registrant dated October 6, 2014 announcing results of operations for the second quarter ended August 31, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

      CALAMP CORP.
 
 
 
      October 6, 2014   By: /s/ Richard Vitelle  
Date     Richard Vitelle
  Executive Vice President and CFO
       (Principal Financial Officer)


Exhibit 99.1

N E W S   B U L L E T I N
FROM:
FOR IMMEDIATE RELEASE

CalAmp Reports Fiscal 2015 Second Quarter Results

OXNARD, CA, October 6, 2014 -- CalAmp (NASDAQ: CAMP), a leading provider of wireless products, services and solutions, today reported results for its second quarter ended August 31, 2014. Highlights for the quarter include:

Commenting on the second quarter fiscal 2015 results, Michael Burdiek, CalAmp's President and Chief Executive Officer, said, “Our solid performance in the second quarter was driven by ongoing strength in the Wireless Datacom segment, which generated record revenues of $50.2 million and led to an 11% year-over-year growth in non-GAAP earnings. During the quarter we experienced strong growth in energy revenues with renewed shipments to our solar power customer, coupled with robust demand for our Mobile Resource Management (MRM) products from fleet management and asset tracking customers. I am particularly encouraged by the expanding pipeline of opportunities and the momentum in demand for our MRM products as we enter the second half of fiscal 2015. In our Satellite segment, we saw an expected decline in revenues to $9 million, though a favorable product mix drove higher gross margins and meaningful contribution to our overall operating cash flow and profitability.”

Fiscal 2015 Second Quarter Results
Total revenue for the fiscal 2015 second quarter was $59.2 million compared to $58.8 million for the second quarter of fiscal 2014. Wireless Datacom revenue increased to $50.2 million from $47.2 million in the same period last year, while Satellite revenue was $9.0 million in the latest quarter compared to $11.6 million in the second quarter last year due to normal demand fluctuations in this business.

Consolidated gross profit for the fiscal 2015 second quarter was $20.5 million, an increase of $0.7 million over the same quarter last year, primarily attributable to higher Wireless Datacom revenue. The consolidated gross margin was 34.6% in the fiscal 2015 second quarter, compared to 33.7% in the second quarter last year.


CalAmp Reports Fiscal 2015 Second Quarter Results
October 6, 2014
Page 2 of 7

GAAP net income for the fiscal 2015 second quarter was $3.3 million, or $0.09 per diluted share, compared to net income of $2.8 million, or $0.08 per diluted share, in the second quarter of last year. While the Company’s GAAP-basis effective tax rate approximates the combined US federal and state statutory tax rate, the Company’s pretax income is still largely sheltered from taxation by net operating loss and research and development tax credit carryforwards, and is expected to remain so for the next several years.

Non-GAAP net income for the fiscal 2015 second quarter was $7.5 million, or $0.21 per diluted share, compared to non-GAAP earnings of $6.8 million, or $0.19 per diluted share, for the same quarter last year. Non-GAAP net income excludes the impact of intangibles amortization expense, stock-based compensation expense and acquisition-related expenses, and includes an income tax provision for cash taxes paid or payable for the period. A reconciliation of the GAAP-basis pretax income to the non-GAAP net income and earnings per diluted share is provided in the table at the end of this press release.

Liquidity
As of August 31, 2014, the Company had total cash and marketable securities of $36.8 million and no bank debt outstanding. Net cash provided by operating activities during the second quarter was $8.5 million, and the unused borrowing capacity on the bank revolver as of the end of the second quarter was $15 million.

Business Outlook
Commenting on the Company's business outlook, Mr. Burdiek said, “In the fiscal 2015 third quarter, we expect consolidated revenue in the range of $61 to $65 million. We anticipate Wireless Datacom revenue in the third quarter will be higher on a sequential quarter basis due primarily to the commencement of production shipments of telematics devices to a key OEM customer in the heavy equipment industry. Satellite revenue in the third quarter is expected to be down slightly on a sequential quarter basis to the lower end of its normal quarterly operating range. At the bottom line, we expect third quarter GAAP-basis net income in the range of $0.08 to $0.12 per diluted share and non-GAAP net income in the range of $0.21 to $0.25 per diluted share.”

Mr. Burdiek continued, “For fiscal 2015 as a whole, we expect consolidated revenues to gain momentum as the year progresses with revenue from our key heavy equipment OEM customer likely exceeding $10 million in the second half of this fiscal year. We anticipate full year revenues in the range of $250 to $255 million, GAAP-basis net income in the range of $0.36 to $0.42 per diluted share and non-GAAP net income in the range of $0.88 to $0.94 per share. We are pleased with the momentum we are experiencing across our core portfolio, and anticipate that continued execution and investments in new applications and geographic expansion will drive growth into fiscal 2016 and beyond.

Conference Call and Webcast
A conference call and simultaneous webcast to discuss the fiscal 2015 second quarter financial results and business outlook will be held today at 4:30 p.m. Eastern / 1:30 p.m. Pacific. CalAmp's President and CEO Michael Burdiek and CFO Rick Vitelle will host the conference call. Participants can dial into the live conference call by calling 1-877-407-0784 (1-201-689-8560 for international callers) and using the Conference ID # 13590360. An audio replay will be available through October 20, 2014 by calling 1-877-870-5176 or 1-858-384-5517 and entering the Conference ID # 13590360. 


CalAmp Reports Fiscal 2015 Second Quarter Results
October 6, 2014
Page 3 of 7

Additionally, a live webcast of the call will be available on CalAmp's web site at www.calamp.com. Participants are encouraged to visit the web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. After the live webcast, a replay will remain available until the next quarterly conference call in the Investor Relations section of CalAmp's web site.

About CalAmp
CalAmp (NASDAQ: CAMP) is a proven leader in providing wireless communications solutions to a broad array of vertical market applications and customers. CalAmp’s extensive portfolio of intelligent communications devices, robust and scalable cloud service platform, and targeted software applications streamline otherwise complex Machine-to-Machine (M2M) deployments. These solutions enable customers to optimize their operations by collecting, monitoring and efficiently reporting business critical data and desired intelligence from high-value remote assets. For more information, please visit www.calamp.com.

Forward-Looking Statements
Statements in this press release that are not historical in nature are forward-looking statements that within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, involve known and unknown risks and uncertainties. Words such as “may”, “will”, “expect”, “intend”, “plan”, “believe”, “seek”, “could”, “estimate”, “judgment”, “targeting”, “should”, “anticipate”, “goal” and variations of these words and similar expressions, are intended to identify forward-looking statements. Readers are cautioned that actual results could differ materially from those implied by such forward-looking statements due to a variety of factors, including global economic conditions and uncertainties in the geopolitical environment, product demand, competitive pressures and pricing declines in our Wireless Datacom and Satellite segments, unforeseen delays in the expected ramp in product shipments to a key OEM customer in the heavy equipment industry, the timing and acceptance of customer approvals of new product designs, intellectual property infringement claims, interruption or failure of our Internet-based systems used to wirelessly configure and communicate with the tracking and monitoring devices that we sell, changes in wireless transmission standards and technologies including 3G and 4G standards, dependence on third-party manufacturers and component suppliers in foreign countries, and other risks or uncertainties that are described in our Annual Report on Form 10-K for the year ended February 28, 2014 and our Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 that were filed on April 24, 2014 and October 6, 2014, respectively, with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurances that our expectations will be attained. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

AT CALAMP:       AT ADDO COMMUNICATIONS:
Garo Sarkissian Lasse Glassen
SVP, Corporate Development   (424) 238-6249
(805) 987-9000 lasseg@addocommunications.com


CalAmp Reports Fiscal 2015 Second Quarter Results
October 6, 2014
Page 4 of 7

CAL AMP CORP.
CONSOLIDATED INCOME STATEMENTS
(Unaudited, in thousands except per share amounts)

Three Months Ended Six Months Ended
      August 31, August 31,
2014       2013       2014       2013
Revenues $     59,210 $     58,807 $     118,191 $     112,553
 
Cost of revenues 38,714 38,968 77,476 74,233
 
Gross profit 20,496 19,839 40,715 38,320
 
Operating expenses:
       Research and development 5,016 5,296 10,134 10,454
       Selling 4,921 4,884 10,098 9,869
       General and administrative 3,892 3,418 7,529 7,230
       Intangible asset amortization 1,634 1,484 3,317 3,133
15,463 15,082 31,078 30,686
                                 
Operating income 5,033 4,757 9,637 7,634
                                 
Non-operating expense, net (4 ) (81 ) (91 ) (250 )
                                 
Income before income taxes 5,029 4,676 9,546 7,384
                                 
Income tax provision (1,751 ) (1,832 ) (3,575 ) (2,855 )
                                 
Net income $ 3,278 $ 2,844 $ 5,971 $ 4,529
 
Earnings per share:
       Basic $ 0.09 $ 0.08 $ 0.17 $ 0.13
       Diluted $ 0.09 $ 0.08 $ 0.16 $ 0.13
 
Shares used in computing earnings per share:
       Basic 35,732 34,808 35,652 34,687
       Diluted 36,472 35,833 36,498 35,748
 
BUSINESS SEGMENT INFORMATION
(Unaudited, in thousands)
 
Three Months Ended Six Months Ended
August 31, August 31,
2014 2013 2014 2013
Revenues
       Wireless DataCom $ 50,204 $ 47,196 $ 98,051 $ 88,061
       Satellite 9,006 11,611 20,140 24,492
              Total revenues $ 59,210 $ 58,807 $ 118,191 $ 112,553
 
Gross profit
       Wireless DataCom $ 18,047 $ 17,555 $ 35,362 $ 33,515
       Satellite 2,449 2,284 5,353 4,805
              Total gross profit $ 20,496 $ 19,839 $ 40,715 $ 38,320
 
Operating income
       Wireless DataCom $ 4,657 $ 4,314 $ 8,325 $ 6,680
       Satellite 1,300 1,228 3,156 2,776
       Corporate expenses (924 ) (785 ) (1,844 ) (1,822 )
              Total operating income $ 5,033 $ 4,757 $ 9,637 $ 7,634

- more -


CalAmp Reports Fiscal 2015 Second Quarter Results
October 6, 2014
Page 5 of 7

CAL AMP CORP.
CONSOLIDATED BALANCE SHEETS
(In thousands)

August 31, February 28,
2014 2014
Assets       (Unaudited)      
Current assets:
       Cash and cash equivalents $        23,296 $        19,233
       Short-term marketable securities 13,548 8,500
       Accounts receivable, net 38,277 36,904
       Inventories 20,175 14,968
       Deferred income tax assets 7,508 7,619
       Prepaid expenses and other current assets 4,317 5,017
              Total current assets 107,121 92,241
Long-term marketable securities - 518
Property, equipment and improvements, net 6,795 4,771
Deferred income tax assets, less current portion 31,858 35,131
Goodwill 15,479 15,422
Other intangible assets, net 25,833 29,131
Other assets 3,742 2,051
 
$ 190,828 $ 179,265
 
Liabilities and Stockholders' Equity
Current liabilities:
       Current portion of long-term debt $ 862 $ 1,156
       Accounts payable 28,725 20,508
       Accrued payroll and employee benefits 4,207 6,594
       Deferred revenue 8,405 8,251
       Other current liabilities 5,507 5,609
 
              Total current liabilities 47,706 42,118
 
Long-term debt 238 702
Other non-current liabilities 4,482 3,298
 
Stockholders' equity:
       Common stock 362 359
       Additional paid-in capital 205,435 206,154
       Accumulated deficit (67,330 ) (73,301 )
       Accumulated other comprehensive loss (65 ) (65 )
 
              Total stockholders' equity 138,402 133,147
 
$ 190,828 $ 179,265

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CalAmp Reports Fiscal 2015 Second Quarter Results
October 6, 2014
Page 6 of 7

CAL AMP CORP.
CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited - In thousands)

Six Months Ended
August 31,
2014       2013
Cash flows from operating activities:
       Net income $       5,971 $       4,529
       Depreciation and amortization 4,368 4,015
       Stock-based compensation expense 1,756 1,321
       Amortization of debt issue costs and discount 280 147
       Deferred tax assets, net 3,384 2,796
       Other 42 -
       Changes in operating working capital (9 ) 1,002
 
              Net cash provided by operating activities 15,792 13,810
 
Cash flows from investing activities:
       Purchases of marketable securities, net of redemptions (4,572 ) -
       Capital expenditures (3,094 ) (841 )
       Acquisition net of cash acquired - (46,837 )
 
              Net cash used in investing activities (7,666 ) (47,678 )
 
Cash flows from financing activities:
       Proceeds from bank term loan, net of repayments - 2,783
       Payment of acquisition-related note and contingent consideration (1,591 ) (486 )
       Taxes paid related to net share settlement of vested equity awards (3,013 ) (2,991 )
       Proceeds from exercise of stock options 541 1,139
 
              Net cash provided (used) by financing activities (4,063 ) 445
 
Net change in cash and cash equivalents 4,063 (33,423 )
 
Cash and cash equivalents at beginning of period 19,233 63,101
 
Cash and cash equivalents at end of period $ 23,296 $ 29,678

- more -


CalAmp Reports Fiscal 2015 Second Quarter Results
October 6, 2014
Page 7 of 7

CAL AMP CORP.
NON-GAAP EARNINGS RECONCILIATION
(Unaudited)

"GAAP" refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. This press release includes historical non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. CalAmp believes that its presentation of historical non-GAAP financial measures provides useful supplementary information to investors. The presentation of historical non-GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with GAAP.

In this press release, CalAmp reports the non-GAAP financial measures of Adjusted Basis Net Income and Adjusted Basis Net Income Per Diluted Share. CalAmp uses these non-GAAP financial measures to enhance the investor's overall understanding of the financial performance and future prospects of CalAmp's core business activities. Specifically, CalAmp believes that a report of Adjusted Basis Net Income and Adjusted Basis Net Income Per Diluted Share provides consistency in its financial reporting and facilitates the comparison of results of core business operations between its current and past periods.

The reconciliation of the GAAP Basis Pretax Income to Adjusted Basis (non-GAAP) Net Income is as follows (in thousands except per share amounts):

Three Months Ended Six Months Ended
August 31, August 31,
2014       2013       2014       2013
GAAP Basis Pretax Income $       5,029 $       4,676 $       9,546 $       7,384
 
Amortization of intangible assets 1,634 1,484 3,317 3,133
Stock-based compensation expense 936 690 1,756 1,321
Acquisition and integration expenses - - - 637
Pretax income (non-GAAP basis) 7,599 6,850 14,619 12,475
 
Income tax provision (non-GAAP basis) (a) (65 ) (32 ) (190 ) (64 )
Adjusted Basis Net Income $ 7,534 $ 6,818 $ 14,429 $ 12,411
 
Adjusted Basis Net Income per diluted share $ 0.21 $ 0.19 $ 0.40 $ 0.35
 
Weighted average common shares outstanding
       on diluted basis 36,472 35,833 36,498 35,748

(a)       The non-GAAP income tax provision represents cash taxes paid or payable for the period after giving effect to the utilization of net operating loss and tax credit carryforwards.

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