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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 10-Q/A

Amendment Number 1 to

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

For the Quarterly Period Ended: August 26, 2000

OR

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

For the transition period from                to               

Commission File Number: 012182

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CALIFORNIA AMPLIFIER, INC.
(Exact name of registrant as specified in its charter)

(805) 987-9000
(Registrant's telephone number, including area code)

    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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes /x/  No / /

    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report.

Common Stock Outstanding as of August 26, 2000: 13,482,859

Number of pages in this Form 10-Q/A: 18

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PART I—FINANCIAL INFORMATION

ITEM 1: Financial Statements

CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)

			Aug. 26, 2000			Feb. 26, 2000
			(Unaudited) (As Restated, see Note 1)			(As Restated, see Note 1)
ASSETS
Current assets:
Cash and cash equivalents			$	7,394		$	2,791
Accounts receivable, net				15,591			16,038
Inventories				15,329			12,893
Deferred tax asset				3,429			4,864
Prepaid expenses and other current assets				335			615
	Total current assets			42,078			37,201
Property and equipment, at cost, net of accumulated depreciation and amortization				9,965			9,736
Goodwill, net of accumulated amortization				3,692			3,827
Other assets				440			733
			$	56,175		$	51,497
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable			$	12,687		$	14,658
Accrued liabilities				12,413			13,099
Current portion of long-term obligations				5,200			4,972
	Total current liabilities			30,300			32,729
Long-term obligations, net of current portion				58			145
Minority interest share in net assets of Micro Pulse, Inc.				525			342
Commitments and contingencies
Stockholders' equity:
Preferred stock, 3,000 shares authorized; no shares issued and outstanding				—			—
Common stock, $.01 par value; 30,000 shares authorized; 13,483 shares outstanding at August 26, 2000 and 12,658 at February 26, 2000				135			127
Additional paid-in capital				21,418			17,377
Accumulated other comprehensive loss				(223	)		(226	)
Retained earnings				3,962			1,003
	Total stockholders' equity			25,292			18,281
			$	56,175		$	51,497

See Notes to Unaudited Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF INCOME
(unaudited; in thousands, except per share data)

		Three Months Ended						Six Months Ended
		Aug. 26, 2000			Aug. 28, 1999			Aug. 26, 2000			Aug. 28, 1999
		(As Restated,   see Note 1)						(As Restated,   see Note 1)
Sales		$	33,731		$	18,657		$	65,580		$	31,585
Cost of sales			26,892			13,405			51,954			22,690
Gross profit			6,839			5,252			13,626			8,895
Research and development			1,784			1,384			3,466			2,527
Selling			1,210			1,150			2,247			2,223
General and administrative			1,495			1,129			2,934			2,233
Income from operations			2,350			1,589			4,979			1,912
Interest and other, net			(40	)		(87	)		(113	)		(39	)
Minority interest share in income of Micro Pulse			(92	)		(44	)		(243	)		(42	)
Income before income taxes			2,218			1,458			4,623			1,831
Provision for income taxes			(799	)		(525	)		(1,664	)		(659	)
Net income		$	1,419		$	933		$	2,959			1,172
Net income per share
Basic		$	.11		$	.08		$	.22		$	.10
Diluted		$	.10		$	.07		$	.21		$	.09
Shares used in per share calculations
Basic			13,382			11,894			13,168			11,860
Diluted			14,354			13,450			14,250			12,765

See Notes to Unaudited Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

				Six Months Ended
				Aug. 26, 2000			Aug. 28, 1999
				(As Restated, see Note 1)			(As Restated, see Note 1)
Cash flows from operating activities:
Net income				$	2,959		$	1,172
Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for doubtful accounts				(44	)		30
	Depreciation and amortization				1,844			1,379
	Loss on sale of property and equipment				4			3
	Minority interest share in net income of Micro Pulse, net of tax				183			33
	Deferred tax asset				1,435			477
	Change in assets and liabilities, net of effect of Gardiner acquisition in fiscal year 2000:
		Accounts receivable			490			(7,750	)
		Inventories			(2,436	)		(648	)
		Prepaid expenses and other assets			574			(367	)
		Accounts payable			(1,971	)		6,673
		Accrued liabilities			(686	)		830
Net cash provided by operating activities					2,352			1,832
Cash flows from investing activities:
Purchase of property and equipment					(1,942	)		(1,198	)
Net assets acquired from Gardiner					—			(2,747	)
Net cash used in investing activities					(1,942	)		(3,945	)
Cash flows from financing activities:
Debt borrowings					5,000			—
Debt repayments					(2,628	)		(297	)
Issuances of common stock					1,818			355
Net cash provided by financing activities					4,190			58
Effect of foreign exchange rates					3			(75	)
Net increase (decrease) in cash and cash equivalents					4,603			(2,130	)
Cash and cash equivalents at the beginning of period					2,791			9,312
Cash and cash equivalents at end of period				$	7,394		$	7,182

See Notes to Unaudited Consolidated Financial Statements

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CALIFORNIA AMPLIFIER, INC.

Notes to Unaudited Consolidated Financial Statements
(As Restated)

    1. Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and, therefore, do not include all information and footnotes which would be presented were such financial statements prepared in accordance with generally accepted accounting principles. These statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended February 26, 2000. In the opinion of management, these interim financial statements reflect all adjustments necessary for a fair presentation of the financial position and results of operations for each of the periods presented. The results of operations and cash flows for such periods are not necessarily indicative of results to be expected for the full fiscal year.

    Restatement of Financial Statements—On March 29, 2001, the Company announced that during preparation for the Company's fiscal 2001 audit, the corporate controller abruptly resigned and advised management by letter that he had made certain improper adjustments to the Company's accounting records that caused a reduction in recorded expenses. The Company began an investigation into the circumstances reported by the controller and determined that expenses had been inappropriately reduced. As part of its investigation, the Company reviewed substantially all of the journal entries input by the controller and reviewed the general ledger closings for each period in fiscal 2000 and for the interim periods of fiscal year 2001. The investigation revealed that the controller had reduced reported expenses through the posting of improper journal entries and irregularities in the consolidation of its Hong Kong subsidiary. All of these improper journal entries and irregularities were previously unknown to the Company's management.

    The Company has determined the effect of these irregularities on its previously issued financial statements and has restated the accompanying financial statements as of February 26, 2000 and August 26, 2000 and for the three and six month periods ended August 26, 2000 and August 28, 1999. The improper journal entries have been reversed, and the general ledger closings for each period presented have been re-performed and properly consolidated with the accounts of the Company's Hong Kong subsidiary.

    As a result of the cumulative effect of the increase in net loss in fiscal year 2000 and the reduction in net income for the first nine months of fiscal 2001 in connection with the restatement, the Company reassessed the realizability of the deferred tax asset. The Company concluded that the deferred tax asset, specifically as it relates to the future tax deductibility for the exercise of non-qualified stock options, would be reduced for amounts previously recognized in fiscal years 2000 and 2001. Accordingly, deferred taxes and stockholders' equity were reduced by $5,800,000 in fiscal year 2000 and by an additional $3,775,000 for the six months ended August 26, 2000.

    In the process of reclosing interim financial statements, the Company identified minor discrepancies which are corrected in the accompanying interim financial statements.

    The Company's investigation determined that there has been no misappropriation of cash or other assets.

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Statement of Operations Data
(in thousands)

			Three Months Ended
			Aug. 26, 2000									Aug. 28, 1999
			Originally Reported			Restatment Adjustments			Restated			Originally Reported			Restatement Adjustments			Restated
Sales			$	34,032		$	(301	)	$	33,731		$	18,575		$	82		$	18,657
Cost of sales				26,049			843			26,892			13,331			74			13,405
Gross profit				7,983			(1,144	)		6,839			5,244			8			5,252
Operating expenses				4,276			213			4,489			3,714			(51	)		3,663
Other income (expense), net				(203	)		(71	)		(132	)		(123	)		8			(131	)
Provision for income taxes				(1,264	)		465			(799	)		(506	)		19			(525	)
Net income				2,240			(821	)		1,419			901			32			933
Net income per share—
	Basic		$	0.17		$	(0.06	)	$	0.11		$	0.08		$	0.00		$	0.08
	Diluted		$	0.16		$	(0.06	)	$	0.10		$	0.07		$	0.00		$	0.07

			Six Months Ended
			Aug. 26, 2000									Aug. 28, 1999
			Originally Reported			Restatment Adjustments			Restated			Originally Reported			Restatement Adjustments			Restated
Sales			$	66,316		$	(736	)	$	65,580		$	31,668		$	(83	)	$	31,585
Cost of sales				50,401			1,553			51,954			22,511			179			22,690
Gross profit				15,915			(2,289	)		13,626			9,157			(262	)		8,895
Operating expenses				8,656			(9	)		8,647			7,100			(117	)		6,983
Other income (expense), net				(444	)		(88	)		(356	)		(90	)		(9	)		(81	)
Provision for income taxes				(2,453	)		(789	)		(1,664	)		(708	)		(49	)		(659	)
Net income				4,362			(1,403	)		2,959			1,259			(87	)		1,172
Net income per share—
	Basic		$	0.33		$	(0.11	)	$	0.22		$	0.11		$	(0.01	)	$	0.10
	Diluted		$	0.31		$	(0.10	)	$	0.21		$	0.10		$	(0.01	)	$	0.09

Balance Sheet Data
(in thousands)

		As of
		Aug. 26, 2000									Feb. 26, 2000
		Originally Reported			Restatment Adjustments			Restated			Originally Reported			Restatement Adjustments			Restated
Cash and cash equivalents		$	8,322		$	(928	)	$	7,394		$	3,074		$	(283	)	$	2,791
Accounts receivable, net			15,590			1			15,591			16,038			-0-			16,038
Inventories			15,261			68			15,329			12,948			(55	)		12,893
Deferred tax asset			9,935			(6,506	)		3,429			8,487			(3,623	)		4,864
Prepaid expenses and other current assets			336			(1	)		335			685			(70	)		615
Property and equipment, net			9,955			10			9,965			9,731			5			9,736
Other assets			457			(17	)		440			762			(29	)		733
Accounts payable			6,029			6,658			12,687			9,242			5,416			14,658
Accrued liabilities			11,795			618			12,413			13,099			-0-			13,099
Stockholders' equity			39,941			(14,649	)		25,292			27,752			(9,471	)		18,281

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    2. Inventories—Inventories include the cost of material, labor and manufacturing overhead and are stated at the lower of cost (first-in, first-out) or market and consist of the following (in 000's):

    3. Net Income Per Share—Basic income per share is computed by dividing reported earnings available to common stockholders by weighted average shares outstanding. Diluted income per share increases the weighted average shares outstanding for the dilutive effect of stock options, warrants, and convertible debt arrangements.

    For the three and six months ended August 26, 2000 there were 431,000 options not considered in the diluted weighted average shares calculation because their inclusion would be anti-dilutive. No anti-dilutive options were excluded from the earnings per share computations for the three and six month periods ending August 28, 1999.

			Three Months Ended (in 000's)
			Aug. 26, 2000		Aug. 28, 1999
Weighted average shares outstanding—Basic			13,382		11,894
Effect of dilutive securities
	Options		784		1,031
	Litigation settlement		188		—
	Convertible debt		—		525
Weighted average shares outstanding—Diluted			14,354		13,450

			Six Months Ended (in 000's)
			Aug. 26, 2000		Aug. 28, 1999
Weighted average shares outstanding—Basic			13,168		11,860
Effect of dilutive securities
	Options		774		512
	Litigation settlement		156		—
	Convertible debt		152		393
Weighted average shares outstanding—Diluted			14,250		12,765

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    4. Comprehensive Income—Comprehensive income is defined as the total of net income and all non-owner changes in equity. The following table details the components of comprehensive income for the three months ended August 26, 2000 and August 28, 1999 (in 000's):

    5. Concentration of Risk—As of August 26, 2000, the Company had accounts receivable due from one customer of $3,260,000 or 21% of consolidated accounts receivable, and another customer of $3,749,000 or 24% of consolidated accounts receivable.

    For the three and six month period ended August 26, 2000 one customer accounted for 26% and 22% of sales respectively, while another customer accounted for 24.4% and 26.6% of sales, respectively and 12.9% of sales for the three months ended august 28, 1999. For the three and six month periods ended August 28, 1999 another customer accounted for 26.2% and 22.9% of sales respectively.

    All of the three customers referenced above were purchasers of Satellite products.

    6. Statement of Cash Flows—In fiscal year 2001, the Company issued 525,000 shares of its common stock for retirement of $2,231,000 of debt. These amounts were excluded from the statement of cash flows.

    In fiscal year 2000, the Company recorded goodwill of $4.1 million in conjunction with the acquisition of certain assets from Gardiner Communications and issued a note payable for $3.1 million. The non-cash portion of this acquisition was excluded from the statement of cash flows.

    7. Segments—The Company currently manages its business under three identifiable business segments, Satellite Products, Wireless Access Products and Antenna Products.

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    Segment information for the three and six months ended August 26, 2000 and August 28, 1999 is as follows:

		Three Months Ended August 26, 2000
		Satellite			Wireless Access			Antenna			Corporate			Total
Sales		$	24,305		$	7,353		$	2,073		$	—		$	33,731
Gross Profit			3,640			2,460			739			—			6,839
Gross Margin			15.0	%		33.5	%		35.6	%		—			20.3	%
Income (Loss) Before Taxes			2,482			1,028			93			(1,385	)		2,218

					Three Months Ended August 28, 1999
		Satellite			Wireless Access			Antenna			Corporate			Total
Sales		$	13,082		$	3,984		$	1,591		$	—		$	18,657
Gross Profit			3,395			1,319			538			—			5,252
Gross Margin			26.0	%		33.1	%		33.8	%		—			28.2	%
Income (Loss) Before Taxes			2,336			156			46			(1,080	)		1,458

					Six Months Ended August 26, 2000
		Satellite			Wireless Access			Antenna			Corporate			Total
Sales		$	48,675		$	12,745		$	4,160		$	—		$	65,580
Gross Profit			7,596			4,350			1,680			—			13,626
Gross Margin			15.6	%		34.1	%		40.4	%		—			20.8	%
Income (Loss) Before Taxes			5,401			1,665			224			(2,667	)		4,623

					Six Months Ended August 28, 1999
		Satellite			Wireless Access			Antenna			Corporate			Total
Sales		$	19,948		$	8,953		$	2,684		$	—		$	31,585
Gross Profit			5,191			2,700			1,004			—			8,895
Gross Margin			26.0	%		30.2	%		37.4	%		—			28.2	%
Income (Loss) Before Taxes			3,429			356			45			(1,999	)		1,831

8.  Acquisition and Pro Forma Results of Operations

    On April 19, 1999, the Company acquired the technology and product rights to substantially all of Gardiner Communications Corp.'s (Gardiner) products, inventory, and manufacturing and development related equipment. The total purchase price, including assumption of certain liabilities and certain costs incurred in connection with the acquisition, was approximately $9.3 million. The Company paid approximately $2.8 million in cash on closing, and an additional $3.4 million in cash for additional inventory and equipment in September and October 1999, the Company's third fiscal quarter. Gardiner received a $3.1 million, 8% one year promissory note due April 19, 2000. On April 22, 2000, approximately $2.2 million of the debt was converted into 525,000 shares of the Company's common stock at $4.25 per share and the remainder of the debt was paid in cash. As part of the purchase, the Company recorded Goodwill of $4.1 million which is being amortized over 15 years.

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    The following pro forma combines the operations of the Company and Gardiner as if the acquisition had occurred at the beginning of each of the respective periods:

		6 Months August 28, 1999
		As Reported			Pro forma
Sales		$	31,585		$	33,585
Net Income		$	1,172		$	1,332
Net Income Per Diluted Share		$	.09		$	.10

9.  Subsequent Events

    In connection with the settlement of the Yourish action, the Company and certain of its former and current officers and directors have filed a lawsuit (California Amplifier, Inc., et al. v. RLI Insurance Company, et al., Ventura County Superior Court Case No. CIV196258), against one of its insurance carriers to recover $2.0 million of coverage the insurance carrier has stated was not covered under its policy of insurance. The insurance carrier filed a Motion for Judgment on the Pleadings seeking judgment on the basis, inter alia, that the claims in the Yourish action for alleged violations of Sections 25400 and 25500 of the California Corporation Code were not insurable as a matter of law pursuant to Insurance Code Section 533. The Plaintiffs opposed the motion and a hearing was held on September 22, 2000. On October 18, 2000, the Court entered an Order on grating the motion for judgment on the pleadings. Judgment was entered on November 9, 2000, and Notice of Entry of Judgment given on November 15, 2000. California Amplifier filed a Notice of Appeal on November 21, 2000 and an Opening Brief on March 1, 2001. The Defendants filed a Response Brief on April 30, 2001. Plaintiff's Reply Brief was filed on May 21, 2001. No hearing date has been set to argue the appeal.

    On March 29, 2001, the Company announced that it was investigating improper adjustments made by the corporate controller to the Company's accounting records (see Note 1). On March 29, 2001, subsequent to the Company's announcement, NASDAQ halted trading of the Company's common stock.

    On April 4, 2001, the Company announced that Arthur Andersen LLP had withdrawn its opinion with respect to the Company's financial statements for the fiscal year ended February 26, 2000.

    On May 3, 2001, the Company announced that it had received notification from NASDAQ that due to the Company's failure to comply with filing requirements requiring audited financial statements to be included in its annual report, NASDAQ intended to delist the shares of the Company's common stock at the opening of business on May 8, 2001. The Company appealed the notice of delisting and currently has a hearing scheduled for May 25, 2001. Until the hearing, the Company's common stock will continue to be listed on NASDAQ, although trading will continue to be halted.

    On May 4, 2001, the Company announced that it had received notice from the Securities and Exchange Commission (the SEC) that the SEC is conducting an informal inquiry into the circumstances that caused the Company to restate its financial statements. The Company intends to cooperate with the SEC inquiry.

    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 26, 2000, the Company and certain of its officers and directors have been named defendants in twenty putative class actions in federal court:

    (A) John Michael Roberts and David Sciorsci, On Behalf of Themselves and All Others Similarly Situated, Plaintiffs v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-02988 MMM (RNBx). This action alleges violations of

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Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (B) Mike Rogers, On His Own Behalf and On Behalf of All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Fred Sturm, and Michael R. Ferron, Defendants, United States District Court, Central District of California, Western Division, Case No. CV-01-02992 ER (JWJx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (C) James Leonhard, On His Own Behalf and On Behalf of All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Fred Sturm and Michael R. Ferron, Defendants, United States District Court, Central District of California, Western Division, Case No. CV-01-03046 ER (CWx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (D) Stephen W. Brock, On His Own Behalf and On Behalf of All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Fred Sturm, and Michael R. Ferron, Defendants, United States District Court, Central District of California, Western Division, Case No. SACV-01-373 DOC (ANx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (E) Edward Kall, On His Own Behalf and On Behalf of All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Fred Sturm, and Michael R. Ferron, Defendants, United States District Court, Central District of California, Western Division, Case No. SACV-01-382 DOC (ANx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (F) Richard Taylor, Individually and On Behalf of All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Fred Sturm, and Michael R. Ferron, Defendants, United States District Court, Central District of California, Western Division, Case No. CV-01-03112 MRP (AIJx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (G) Michael Sebani, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03187 FMC (CWx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (H) Peter Chervin, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03300 (Ex). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (I) Brian Abramson, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03322 MRP (DNBx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (J) Orlando Martinez, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03329 NM (SHx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (K) Charles Medalie, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division,

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Case No. CV-01-03379 CBM (BQRx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (L) Dennis M. McCarthy, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03441 WJR (MANx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (M) Ronald E. Beard, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03507 GAF (CTx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (N) David G. Hess, Individually and On Behalf of All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Fred Sturm, Michael R. Ferron, and John Doe Defendants, United States District Court, Central District of California, Western Division, Case No. CV-01-03508 DT (CWx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (O) Richard Bradford Brewer, On His Own Behalf and On Behalf of All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Fred Sturm, and Michael R. Ferron, Defendants, United States District Court, Central District of California, Western Division, Case No. CV-01-03511 AHM (RZ). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (P) Yousef Machour, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03587 CM (BQRx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (Q) James Welch, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03758 SVW (MANx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (R) James S. Thomas, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Fred Sturm, and Michael R. Ferron, Defendants, United States District Court, Central District of California, Western Division, Case No. CV-01-03774 TJH (MANx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (S) Greg Moccia, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03776 FMC (MANx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    (T) Chadrakant Itchhaporia, On Behalf of Himself and All Others Similarly Situated, Plaintiff v. California Amplifier, Inc., Defendant, United States District Court, Central District of California, Western Division, Case No. CV-01-03896 DDP (Mcx). This action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

    Sixteen of the class actions seek to represent a class of purchasers of the Company's com mon stock for the period between April 6 or 7, 2000 to March 28, 2001. Four of the class actions seek to represent a class of purchasers of the Company's common stock for the period between June 10 or 11, 1999 to March 28 or 29, 2001 (Taylor, Welch, Moccia, and Itchhaporia). All of the complaints cite to the Company's March 29, 2001 announcement regarding the resignation of the Company's corporate

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controller and statement that net income for the fiscal year ended February 26, 2000 may have been overstated by as much as $2.2 million. The complaints generally allege that the defendants artificially inflated the price of the Company's stock during the class period by allegedly making false representations about the Company's financial results or failing to disclose adverse facts about its financial results. The complaints also allege without specific facts that the individual defendants knew or were reckless in making the alleged false statements about the Company's financial results.

    The twenty actions are expected to be consolidated into a single action pursuant to stipulation of the parties. The Company expects to move to dismiss the complaints after they are consolidated and a lead plaintiffs' counsel appointed, and intends to defend the actions vigorously. At this time it is not possible to determine the outcome of these actions.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

Three Months Ended August 26, 2000 and August 28, 1999

Sales

    Total sales increased by $15.1 million, or 80.8%, from $18.7 million for the three months ended August 28, 1999 to $33.7 million for the three months ended August 26, 2000. Sales of Satellite Products increased $11.2 million from $13.1 million to $24.3 million. Sales of Wireless Access Products increased $3.4 million from $4.0 million to $7.4 million. Sales of Antenna Products by Micro Pulse increased $482,000 from $1.6 million to $2.1 million.

    The increase in sales of Satellite Products is primarily attributable to significantly higher unit shipments of U.S. DBS products as a result of the satellite service providers significant subscriber additions year-over-year, and the Company's increase in market share since its acquisition of these products in April 1999. In addition, the Company also began to ship DBS products to certain European markets. Although year-over-year sales comparison show significant unit growth, sequential growth has slowed considerably due to satellite subscriber additions flattening in the United States. At this time operators are reducing inventory levels and their ordering patterns are slowing. Accordingly, the sales outlook for U.S. DBS products for each of the remaining two quarters of fiscal year 2001 appear to be less than the shipments in the second fiscal quarter.

    The increase in the sale of Wireless Access Products resulted from higher unit shipments of two-way MMDS transceivers, primarily to North American customers as they introduce Wireless Internet in certain cities.

    The increase in the sale of Antenna Products by Micro Pulse resulted primarily from slightly higher demand in certain markets.

Gross Profits and Gross Margins

    Gross profits increased by $1.6 million, or 30%, from $5.3 million for the three months ended August 28, 1999 to $6.8 million for the three months ended August 26, 2000. Gross margins decreased from 28.2% to 20.3%. The 30% increase in gross profits resulted from an 80.8% increase in sales offset by lower product gross margins. Satellite product gross margins for the three months ended August 26, 2000 decreased to 15.0% from 16.2% in the immediate preceding quarter and 26.0% for the comparable three month period of the prior year. The significant reduction in satellite gross margins resulted from continued pricing pressures on Satellite products coupled with higher material costs, difficulties in obtaining certain electronic components on a timely basis thereby causing assembly shut-downs, and under-absorption of capacity due to operating multiple factories. During the three month period ended August 28, 1999, the Company did not manufacture the DBS product but acquired them under a subcontract arrangement.

    The significant reduction in gross margins relating to satellite products was offset by a significant gross margin improvement in Wireless Access products. Wireless Access product gross margins for the three months ended August 26, 2000 were 33.5% as compared to 33.1% for the comparable three month period of the prior year. The higher gross margins are a result of approximately $4.0 million of sales of two-way transceivers, at higher margins offset by lower gross margins for MMDS video products.

    Overall gross margins for the quarter ended August 26, 2000 still decreased, however, because the quarterly product sales mix was so heavily weighted toward the lower gross margin Satellite products, which accounted for 72% of quarterly sales.

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    The Company is still experiencing significant pricing pressures in Satellite products and is currently working on lower cost designs to reverse the gross margin decline and improve the availability of certain electronic components, however, the timing of these cost reductions will not be fully implemented until the fourth quarter. Any improvement in gross margins in the third quarter will be from an improved product sales mix with increased sales of Wireless Access products at higher product gross margins.

    See also Note 7, Segments included elsewhere herein.

Operating Expenses

    Research and development expenses increased by $400,000 from $1.4 million to $1.8 million. The increase results from increased personnel, higher salaries and related expenses, and higher development expenditures relating to new product design, primarily fixed wireless products.

    Selling expenses increased $60,000 from $1.15 million to $1.21 million. The Company continues to monitor discretionary spending as it analyzes new market opportunities.

    General and administrative expenses increased by $366,000 from $1.1 million to $1.5 million. The increase relates primarily to increased salaries and legal related expenses.

Income from Operations

    Income from operations, for the reasons noted above, increased by $761,000 from income of $1.6 million for the three months ended August 28, 1999 to $2.4 million for the three months ended August 26, 2000.

Minority Interest Share in Income of Micro Pulse

    The Company consolidates 100% of the sales and expenses of Micro Pulse. The minority interest share in income of Micro Pulse eliminates the 49.5% of the income of Micro Pulse relating to the minority stockholders' share in Micro Pulse.

Provision for Income Taxes

    The provision for income taxes for the three months ended August 26, 2000 is based upon an estimated annualized tax rate of 36%, the same tax rate as fiscal year 2000. This tax rate assumes savings from benefits allowed for export sales through a foreign sales corporation and research and development tax credits.

Net Income

    Net income, for reasons outlined above, increased by $486,000 from net income of $933,000 for the three months ended August 28, 1999 to $1.4 million for the three months ended August 26, 2000.

Six Months Ended August 26, 2000 and August 28, 1999

Sales

    Total sales increased by $34.0 million from $31.6 million for the six months ended August 28, 1999 to $65.6 million for the six months ended August 26, 2000. Sales of Satellite Products increased $28.7 million from $20.0 million to $48.7 million. Sales of Wireless Access Products increased $3.8 million from $9.0 million to $12.7 million. Sales of Antenna Products increased $1.5 million from $2.7 million to $4.2 million.

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    The increase in sales of Satellite Products is primarily attributable to significantly higher unit shipments of U.S. DBS products as a result of the satellite service providers' significant subscriber additions year-over-year, and the Company's increase in market share since its acquisition of these products in April 1999. In addition, the Company also began to ship DBS products to certain European markets.

    The increase in the sale of Wireless Access Products resulted from shipments of two-way MMDS transceivers primarily to North American customers.

    The increase in the sale of Antenna Products by Micro Pulse resulted primarily from a broadening of the Company's products and customer base.

Gross Profit and Gross Margin

    Gross profits increased by $4.7 million, or 53.2%, from $8.9 million for the six months ended August 28, 1999 to $13.6 million for the six months ended August 26, 2000. The 53.2% increase in gross profits resulted from a 108% increase in sales, offset by lower product gross margins. The reduction in gross margins resulted from a higher mix of Satellite product sales at significantly lower gross margins, offset by improved gross margins for Wireless Access products. The Company's Satellite products gross margin for the six month period ended August 26, 2000 was 15.6% as compared to 26.0% for the prior year period. Wireless Access products gross margins for the six month period ended August 26, 2000 were 34.2% as compared to 30.2% for the prior year period.

    The decline in gross margins for Satellite products relates to pricing pressures because of the competitive environment, coupled with component shortages causing significant manufacturing inefficiencies and overcapacity at multiple factories. In addition, in the prior year period the Company did not manufacture DBS products but acquired them under a subcontract arrangement.

    The improvement in gross margins for Wireless Access products relates to higher volume shipments of the Company's two-way transceiver products and higher levels of factory overhead absorption because of higher volumes.

    The Company is currently attempting to reduce the product cost on its Satellite DBS products to improve gross margins, however, for higher gross margin to improve gross profits, the Company must continue to maintain its current market share of approximately 40%.

    See also Gross Profit and Gross Margin for the three months ending August 26, 2000 and August 28, 1999, and Note 7—Segments included elsewhere herein.

Operating Expenses

    Research and development expenses increased $939,000 from $2.53 million to $3.5 million. The increase results from increased personnel, higher salaries and related expenses, and higher development expenditures relating to new product design, primarily fixed wireless products.

    Selling expenses increased $24,000 from $2.22 million to $2.25 million. The Company continues to monitor discretionary spending as it analyzes new market opportunities.

    General and Administrative expense increased $701,000 from $2.2 million to $2.9 million. The increase relates primarily to increased salaries and related expenses, increased legal and other miscellaneous corporate expenses.

Income from Operations

    Income from operations, for the reasons outlined above, increased $3.1 million, from $1.9 million to $5.0 million.

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Minority Interest Share in Income of Micro Pulse

    The Company consolidates 100% of the sales and expenses of Micro Pulse. The minority interest share in income of Micro Pulse eliminates the 49.5% of the income of Micro Pulse relating to the minority stockholders' share in Micro Pulse.

Provision for Income Taxes

    The provision for income taxes for the first six months of fiscal 2001 is based upon an estimated annualized tax rate of 36%, the same tax rate as fiscal year 2000. This tax rate assumes savings from benefits allowed for export sales through a foreign sales corporation and research and development tax credits.

Net Income

    Net income, for reasons outlined above, increased by $1.8 million from $1.2 million to $3.0 million.

LIQUIDITY AND CAPITAL RESOURCES

    In September 2000, the Company finalized a new banking arrangement with U.S. Bank. Under the agreement the Company borrowed a $5.0 million term loan interest only at Libor plus 2.2%, until September 2001 at which time the loan converts to a five-year term loan. In addition, the Company obtained an $8.0 million working capital credit facility. The credit facility contains certain financial covenants and ratios the Company is required to maintain. At March 3, 2001, the Company was in default with certain debt covenants which were waived by the bank. In addition, U.S. Bank agreed to amend the credit facility's covenants for fiscal 2002.

    The Company believes that cash flow from operations, together with the funds available under its credit facility, are sufficient to support operations and capital equipment requirements over the next twelve months.

    The Company believes that inflation and foreign currency exchange rates have not had a material effect on its operations. The Company believes that the remainder of fiscal year 2001 will not be impacted significantly by foreign exchange rate fluctuation since a significant portion of the Company's fiscal year 2001 projected sales are to U.S. markets, or to international markets where its sales are negotiated in U.S. dollars. Import tariffs in countries such as Brazil and China have made it more difficult to compete with in-country manufacturers.

    A significant percentage of the Company's sales are generated by a limited number of customers, who order product under short-term purchase orders. A change in their ordering pattern could adversely affect future sales.

SAFE HARBOR STATEMENT

    Forward looking statements in this 10-Q/A which include, without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions, projections and other information regarding future performance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect the Company's current views with respect to future events and financial performance and are subject to certain risks and uncertainties, including, without limitation, product demand, market growth, new competition, competitive pricing and continued pricing declines in the DBS market, supplier constraints, manufacturing yields, meeting demand with multiple facilities, timing and market acceptance of new product introductions, new technologies, the financial investigation announced on March 29, 2001, litigation and related matters and other risks and uncertainties that are detailed from

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time to time in the Company's periodic reports filed with the Securities and Exchange Commission, copies of which may be obtained from the Company upon request. Such risks and uncertainties could cause actual results to differ materially from historical results or those anticipated. 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.

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PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

    On June 11, 1997, the Company and certain of its directors and officers had two legal actions filed against them, one in the United States District Court, Central District of California, entitled Yourish v. California Amplifier, Inc., et al., Case No. 97-4293 CBM (Mcx), and the other in the Superior Court for the State of California, County of Ventura, entitled Yourish v. California Amplifier, Inc. et al., Case No. CIV 173569. On June 30, 1997, another legal action was filed against the same defendants in the Superior Court for the State of California, County of Ventura, entitled Burns, et al., v. California Amplifier, Inc., et al., Case No. CIV 173981. All three actions are purported class actions on behalf of purchasers of the common stock of the Company between September 12, 1995 and August 8, 1996. The actions claim that the defendants engaged in a scheme to make false and misleading statements and omitted disclosure of material adverse facts to the public concerning the Company, allegedly causing the Company's stock price to artificially rise, and thereby allegedly allowing the individual defendants to sell stock at inflated prices. Plaintiffs claim that the purported stockholder class was damaged when the price of the stock declined upon disclosure of the alleged adverse facts. On September 21, 1998, the Federal legal action was dismissed in the United States District Court. The dismissal was upheld by the U.S. Court of Appeals for the Ninth Circuit on October 8, 1999.

    On March 27, 2000 the trial began for the lawsuit filed in the Superior Court for the State of California, County of Ventura, entitled Yourish v. California Amplifier, Inc., et al., Case No. CIV 173569. On March 29, 2000, the parties reached a settlement. Under terms of the settlement, the Company will issue 187,500 shares of its common stock along with a cash payment of $3.5 million, funded in part by insurance proceeds. This represents a total settlement of approximately $11.0 million of which $9.5 million was accrued in the accompanying consolidated financial statements for the year ended February 26, 2000 and as of May 27, 2000.

    In connection with the settlement of the Yourish action, the Company and certain of its former and current officers and directors have filed a lawsuit (California Amplifier, Inc., et al. v. RLI Insurance Company, et al., Ventura County Superior Court Case No. CIV196258), against one of its insurance carriers to recover $2.0 million of coverage the insurance carrier has stated was not covered under its policy of insurance. The insurance carrier filed a Motion for Judgment on the Pleadings seeking judgment on the basis, inter alia, that the claims in the Yourish action for alleged violations of Sections 25400 and 25500 of the California Corporation Code were not insurable as a matter of law pursuant to Insurance Code Section 533. The Plaintiffs opposed the motion and a hearing was held on September 22, 2000. On October 18, 2000, the Court entered an Order on grating the motion for judgment on the pleadings. Judgment was entered on November 9, 2000, and Notice of Entry of Judgment given on November 15, 2000. California Amplifier filed a Notice of Appeal on November 21, 2000 and an Opening Brief on March 1, 2001. The Defendants filed a Response Brief on April 30, 2001. Plaintiff's Reply Brief was filed on May 21, 2001. No hearing date has been set to argue the appeal.

    On March 7, 2000, the Company announced it had received a complaint of patent infringement from Andrew Corporation. The complaint, filed against California Amplifier in the U.S. District Court for the Eastern District of Texas but not served, alleges that California Amplifier has infringed Andrew Corporation's patent in the design of certain products. California Amplifier believes that the allegations are unfounded and without merit and will vigorously defend any attempt by the plaintiff to prosecute this action.

    From March 29, 2001 to May 21, 2001, the Company and certain officers were named in twenty punitive actions in Federal Court.

    See also Note 9—Subsequent Events in the Notes to Consolidated Financial Statements included elsewhere herein.

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ITEM 2. Changes in Securities

    None

ITEM 3. Defaults upon Senior Securities

    None

ITEM 4. Submission of Matters to a Vote of Security Holders

    The annual meeting of stockholders of California Amplifier, Inc. was held July 14, 2000.

    At the annual meeting of stockholders proposals were considered for the election of Ira Coron, Fred Sturm, Arthur H. Hausman, Frank Perna, Jr. and Thomas L. Ringer as directors to serve until the 2001 annual meeting of stockholders. All of the five director-nominees were elected. The voting results are summarized below:

Proposal

1)

Election of Directors:

ITEM 5. Other Information

    None

ITEM 6. Exhibits and Reports on Form 8-K

    No reports on Form 8-K were filed during the quarter ended August 26, 2000.

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SIGNATURES

    Pursuant to the requirements 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.

		CALIFORNIA AMPLIFIER, INC. (Registrant)
May 21, 2001				/s/ MICHAEL R. FERRON Michael R. Ferron Vice President, Finance and Chief Accounting Officer

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QuickLinks

PART I—FINANCIAL INFORMATION

ITEM 1: Financial Statements

CONSOLIDATED BALANCE SHEETS (in thousands, except par value)
CONSOLIDATED STATEMENTS OF INCOME (unaudited; in thousands, except per share data)
CALIFORNIA AMPLIFIER, INC.
Notes to Unaudited Consolidated Financial Statements (As Restated)

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings
ITEM 2. Changes in Securities
ITEM 3. Defaults upon Senior Securities
ITEM 4. Submission of Matters to a Vote of Security Holders
ITEM 5. Other Information
ITEM 6. Exhibits and Reports on Form 8-K

SIGNATURES