-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, olcv+dc6EdNcepr8JwoQ95vhlCVSm7eOodwfVSEOrqVQdglSSWfJCaM1WKCXeYHB 8l8d33JxLy2KwnxN8klOFQ== 0000350621-95-000012.txt : 19950621 0000350621-95-000012.hdr.sgml : 19950621 ACCESSION NUMBER: 0000350621-95-000012 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950324 FILED AS OF DATE: 19950620 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: C COR ELECTRONICS INC CENTRAL INDEX KEY: 0000350621 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 240811591 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10726 FILM NUMBER: 95547977 BUSINESS ADDRESS: STREET 1: 60 DECIBEL RD CITY: STATE COLLEGE STATE: PA ZIP: 16801 BUSINESS PHONE: 8142382461 MAIL ADDRESS: STREET 1: 60 DECIBEL ROAD CITY: STATE COLLEGE STATE: PA ZIP: 16801 10-Q/A 1 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A The purpose of this Amendment is to add a missing Financial Data Schedule. (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the thirteen-week period ended: March 24, 1995 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: 0-10726 C-COR ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 24-0811591 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 60 Decibel Road, State College, PA 16801 (Address of principal executive offices) (Zip Code) (814) 238-2461 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) 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 APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock $.10 Par Value-9,369,982 shares as of March 24, 1995. (1) INDEX C-COR ELECTRONICS, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited). Consolidated condensed balance sheets -- June 24, 1994 and March 24, 1995. Consolidated condensed statements of income -- thirteen weeks ended March 24, 1995 and March 25, 1994; thirty-nine weeks end March 24, 1995 and March 25, 1994. Consolidated condensed statements of cash flow -- thirteen weeks ended March 24, 1995 and March 25, 1994; thirty-nine weeks ended March 24, 1995 and March 25, 1994. Notes to consolidated condensed financial statements -- March 24, 1995. Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (2) Item 1. Financial Statements. C-COR ELECTRONICS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS ASSETS
March 24 June 24 1995 1994 (Unaudited) (Note) (000's omitted) CURRENT ASSETS: Cash and cash equivalents ($ 841) $ 1,361 Marketable securities 1,290 3,728 Accounts and notes receivable 21,121 15,640 21,570 20,729 Inventories: Raw materials 12,561 8,066 Work-in-process 5,206 4,157 Finished goods 6,279 4,241 Total inventories 24,046 16,464 Recoverable income taxes 23 15 Deferred tax asset 2,638 1,491 Other current assets 1,005 548 TOTAL CURRENT ASSETS 49,282 39,247 PROPERTY, PLANT AND EQUIPMENT - NET 20,051 8,249 INTANGIBLE ASSETS - NET AND OTHER LONG-TERM ASSETS 1,537 1,997 $70,870 $49,493 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $14,363 $13,099 Income taxes currently payable 347 1,030 Current portion of long-term debt 139 57 Bank line-of-credit 12,849 -0- TOTAL CURRENT LIABILITIES 27,698 14,186 LONG-TERM DEBT NET OF CURRENT PORTION 2,047 444 DEFERRED TAX LIABILITY 323 405 OTHER LONG-TERM LIABILITIES 391 319 30,459 15,354 SHAREHOLDERS' EQUITY: Common stock $.10 par; authorized 24,000,000 shares; issued 9,369,982 shares on 03/24/95 and 9,102,124 on 06/24/94 941 920 Capital in excess of par 16,575 15,151 Retained earnings 22,936 18,116 Translation adjustment ( 13) ( 9) Net unrealized loss on marketable securities ( 28) ( 39) 40,411 34,139 $70,870 $49,493 Note: The balance sheet at June 24, 1994 has been derived from the audited financial statements at that date. Note: Shares issued have been adjusted to reflect a two-for-one stock split effective December 5, 1994. See Notes to Consolidated Condensed Financial Statements.
(3) C-COR ELECTRONICS, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
Thirteen Weeks Ended Thirty-Nine Weeks Ended March 24 March 25 March 24 March 25 1995 1994 1995 1994 (000's omitted, except per share data) NET SALES $29,985 $17,828 $87,268 $49,147 COSTS AND EXPENSES: Cost of sales 22,459 12,534 62,192 32,804 Selling, general and administrative expense 4,595 3,380 12,595 9,224 Research and product development costs 1,625 1,006 4,538 3,022 Interest expense 220 5 346 19 Investment income ( 21) ( 46) ( 53) ( 248) Foreign exchange (gain) loss ( 66) 34 ( 97) 79 Other expenses 154 137 410 398 28,966 17,050 79,931 45,298 INCOME BEFORE INCOME TAXES 1,019 778 7,337 3,849 INCOME TAX EXPENSE 333 306 2,511 1,233 NET INCOME $ 686 $ 472 $ 4,826 $ 2,616 EARNINGS PER SHARE: Primary $ 0.07 $ 0.05 $ 0.49 $ 0.28 Fully diluted $ 0.07 $ 0.05 $ 0.49 $ 0.28 Note: Earnings per share amounts have been adjusted to reflect a two-for-one stock split effective December 5, 1994. See Notes to Consolidated Condensed Financial Statements.
(4) C-COR ELECTRONICS, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)
Thirteen Weeks Ended Thirty-Nine Weeks Ended March 24 March 25 March 24 March 25 1995 1994 1995 1994 (000s omitted) OPERATING ACTIVITIES Net Income $ 686 $ 472 $4,826 $2,616 Adjustments to reconcile net income to net cash and cash equivalents provided by (used in) operating activities: Depreciation and amortization 1,257 637 3,069 1,739 Provision for doubtful accounts 74 34 186 59 Provision for deferred income tax benefit ( 593) ( 112) ( 1,238) ( 505) Provision for deferred retirement salary plan 26 28 72 76 Tax benefit deriving from stock option exercise and sale activity -0- -0- 541 -0- Issue common stock to retirement plan -0- 9 -0- 45 Issue common stock to employee stock purchase plan 20 9 40 28 Loss (gain) on sale of property, plant and equipment 22 ( 29) 21 ( 28) Loss (gain) on sale of marketable securities 7 ( 5) 51 ( 17) Provision for unrealized loss of marketable securities -0- 53 -0- 53 Changes in operating assets and liabilities: Accounts receivable ( 3,200) ( 1,410) ( 5,667) ( 2,499) Inventories ( 2,243) ( 2,332) ( 7,582) ( 4,828) Other current assets ( 274) 28 ( 455) ( 144) Accounts payable 1,023 3,329 427 3,499 Accrued liabilities 401 298 834 ( 33) Income taxes recoverable -0- ( 1) ( 8) 172 Income taxes payable 537 367 ( 683) 295 NET CASH AND CASH EQUIVALENTS (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 2,257) 1,375 ( 5,566) 528 INVESTING ACTIVITIES Purchase of property, plant and equipment ( 4,397) ( 888) (12,706) ( 2,442) Proceeds from sale of property, plant and equipment 2 -0- 4 2 Purchase of marketable securities -0- ( 726) -0- ( 2,147) Proceeds from sale of marketable securities 405 544 2,287 983 Proceeds from maturity of marketable securities 35 -0- 115 -0- NET CASH AND CASH EQUIVALENTS (USED IN) INVESTING ACTIVITIES ( 3,955) ( 1,070) (10,300) ( 3,604) FINANCING ACTIVITIES Payment of debt and capital lease obligation ( 14) ( 15) ( 43) ( 71) Proceeds from exercise of stock options 256 38 858 148 Proceeds on line-of-credit 13,156 300 37,140 1,050 Payment of line-of-credit ( 8,490) ( 300) (24,291) ( 1,050) NET CASH AND CASH EQUIVALENTS PROVIDED BY FINANCING ACTIVITIES 4,908 23 13,664 77 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 1,304) 328 ( 2,202) ( 2,999) Cash and cash equivalents at beginning of period 463 3,231 1,361 6,558 CASH AND CASH EQUIVALENTS AT END OF PERIOD ($ 841) $3,559 ($ 841) $3,559
(5) C-COR ELECTRONICS, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The accompanying, unaudited, consolidated, condensed financial statements have been prepared in accordance with generally-accepted accounting principles for interim financial information, and in the opinion of management, contain all adjustments necessary to fairly present the Company's financial position as of March 24, 1995, and the results of its operations for the thirteen-week period then ended. Operating results for the thirty-nine week period are not necessarily indicative of the results that may be expected for the year ending June 30, 1995. For further information, refer to financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended June 24, 1994. 2. A two-for-one stock split was voted by the Company's Board of Directors. The additional shares were distributed on December 5, 1994 to shareholders of record at the close of business on November 4, 1994 on the basis of one additional share for each share held. 3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of:
March 24 June 24 1995 1994 Accounts payable $ 8,345 $ 7,918 Accrued other 1,807 1,594 Accrued warranty expense 1,382 602 Accrued incentive plan 1,156 1,127 Accrued vacation 1,048 928 Accrued salary 625 930 $14,363 $13,099
(6) Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations. Net sales for the thirteen-week period ended March 24, 1995 were $29,985,000, up 68.2% from last year's sales of $17,828,000 for the same period. Net sales for the thirty-nine week period ended March 24, 1995 were $87,268,000. This sales figure is up 77.6% over last year's sales of $49,147,000 for the same period. The increase in sales in the third quarter and year-to-date versus the same periods last year was attributable to increased demand by cable television operators for telecommunication equipment. International sales as a percentage of total consolidated sales were 41% for the quarter ended March 24, 1995 and 36% for the period year-to-date. This compares to 16% for the quarter and 27% for the same periods the prior year. The increase is primarily attributable to sales to Canada and the Far East. C-COR's traditional customer base, as well as potential new customers in the communications industry, are positioning themselves to participate in an evolving and dynamic multimedia communications market. Part of this positioning involves the installation and/or upgrading of signal distribution equipment in their communications networks. C-COR develops and sells RF amplifiers and fiber optic equipment which are integral components of the aforementioned networks. C-COR's gross profit percentage for the third quarter of fiscal year 1995 was 25.1% versus 29.7% for the same period the prior year. The gross profit percentage for the nine-month period ended March 24, 1995 was 28.7% versus 33.3% for the same period the prior year. Third quarter gross profitability was down relative to the prior year as a result of startup costs incurred with C-COR's new manufacturing facility located in Reedsville, Pennsylvania. The move into C-COR's new production facility in State College, Pennsylvania in January 1995 also impacted productivity and gross profitability for the quarter. The lower gross margin percentage year-to-date relative to last year is a result of a combination of the factors previously described which impacted third quarter plus product sales mix and warranty expense. Selling, general and administrative expense for the third quarter of fiscal year 1995 was $4,595,000. This is up 35.9% over last year's total of $3,380,000 for the same period. Selling, general and administrative expense for the first three quarters of fiscal year 1995 was $12,595,000. This is up 36.5% over the prior year's total of $9,224,000 for the same period. The increase for the quarter and year-to-date is primarily attributable to the Company's expansion of its sales group to address potential new customer opportunities in the evolving multimedia communications market. Research and product development expense for the quarter ended March 24, 1995 was $1,625,000, up 61.5% over last year's total of $1,006,000. Research and product development expense for the three quarters ended March 24, 1995 was $4,538,000, up 50.2% over last year's total of $3,022,000 for the same period. The increases for the quarter and year-to-date relate to increased fiber optic and RF product development activity. Research and product development headcount increased 29% from March 25, 1994 through March 24, 1995. (7) Interest expense for the third quarter of fiscal year 1995 was $220,000. Last year's interest expense for the same period was $5,000. Interest expense for the thirty-nine weeks ended March 24, 1995 was $346,000 versus $19,000 for the same period the prior year. Investment income for the first nine months of fiscal year 1995 was $53,000 versus $248,000 for the same period the prior year. The Company is in the process of expanding its manufacturing capabilities and upgrading its facilities in general. This effort, in conjunction with pronounced sales growth, has caused C-COR to liquidate a portion of its investment portfolio (reducing investment income) and borrow approximately $12.8 million on its line-of-credit during fiscal year 1995 (increasing interest expense). Cash requirements and sources of cash will be discussed in greater detail in a subsequent section. To summarize, sales for the first nine months of fiscal year 1995 were up 77.6% over last year's sales for the same period. Gross margin percentage on these sales, however, decreased 4.6% to 28.7% as a result of new plant start-up costs and other expenses related to C-COR's capacity ramp-up. Operating expenses increased 39.9% for the first nine months of fiscal year 1995 relative to last year as C-COR added personnel to support expanded sales and product development efforts. Earnings per share for the thirty-nine week period were $0.49 versus $0.28 for the same period last year. Accounts receivable increased $5,481,000 and inventories increased $7,582,000 over the first nine months of fiscal year 1995. The increase in receivables is attributable to the aforementioned increase in C-COR's sales volume in fiscal 1995 versus the prior year. Inventory increased as a result of C-COR's ramp-up efforts to meet increased production demands. C-COR's line-of-credit borrowings totaled $12,849,000 at March 24, 1995. These funds were used to provide working capital for expanding operations and financing capital additions. Additionally, C-COR reduced its cash and cash equivalents by approximately $2.2 million and its marketable securities by $2,438,000 over the same period in funding expansion requirements. C-COR completed a new 90,000 square foot manufacturing facility at its State College, Pennsylvania, location in January of 1995. C-COR also entered into a lease-purchase arrangement for a 60,000 square foot manufacturing facility in Reedsville, Pennsylvania, in December of 1995. The transaction was accounted for as a capital lease with a life of 15 years and increased fixed assets and long-term liabilities by approximately $1.7 million. The Company has obtained a commitment for mortgage funding through the Pennsylvania Industrial Development Authority (PIDA) for 40% of the cost of the building expansion at the State College, Pennsylvania, manufacturing facility up to $1,952,000. The PIDA mortgage will have an interest rate of 2%. The funds will be made available at the completion of the project. Monthly payments of principal and interest are required through the year 2009 (fifteen years). A commitment for additional mortgage funding for the expansion and renovation of the State College facility has been obtained from the Pennsylvania "Sunny Day Fund." This funding commitment totals $4,500,000. It also will have an interest rate of 2% and require monthly payments of principal and interest through the year 2009. The funds will be disbursed to the Company as construction requirements dictate throughout fiscal year 1995. No funds have been disbursed yet through March 24, 1995. (8) The Company maintains a line-of-credit with a bank which can be drawn on up to a maximum of $18,000,000, contingent on sufficient collateral in accounts receivable as outlined in a revolving credit agreement. Management perceives that operating cash flow, as well as the aforementioned financing sources, will adequately provide for all cash requirements for the immediate future. (9) (11) -- STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
Thirteen Weeks Ended Thirty-Nine Weeks Ended March 24 March 25 March 24 March 25 1995 1994 1995 1994 (000's omitted, except per share data) PRIMARY: Weighted Average Number of Shares Outstanding 9,370 9,138 9,297 9,124 Net Effect of Dilutive Stock Options--based on the Treasury Stock method using average market price 500 270 565 238 Totals 9,870 9,408 9,862 9,362 Net Income $ 686 $ 472 $4,826 $2,616 Per Share Amount $ 0.07 $ 0.05 $ 0.49 $ 0.28 FULLY DILUTED Weighted Average Number of Shares Outstanding 9,370 9,138 9,297 9,124 Net Effect of Dilutive Stock Options--based on the Treasury Stock method using period ending market price which is greater than average market price 500 270 565 256 Totals 9,870 9,408 9,862 9,380 Net Income $ 686 $ 472 $4,826 $2,616 Per Share Amount: $ 0.07 $ 0.05 $ 0.49 $ 0.28 Note: Shares outstanding and earnings per share amounts have been adjusted to reflect a two-for-one stock split effective December 5, 1994.
(10) Item 6. Exhibits and Reports on Form 8-K. The following exhibit is included herein: (11) Statement re: computation of earnings per share Reports on Form 8-K. On April 11, 1995, the Registrant filed a Form 8-K informing the Securities & Exchange Commission of the following: On or about March 31, 1995, a purported shareholder of the Registrant filed a complaint in the United States District Court for the Eastern District of Pennsylvania against the Company and one of its executive officers alleging that, during the period January 17, 1995 through March 24, 1995, the defendants knowingly or recklessly omitted material information about the Registrant in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and common law. The complaint seeks permission to proceed as a class action on behalf of certain persons who purchased shares of the Registrant's Common Stock during the period January 17, 1995 through March 24, 1995 and who were allegedly damaged. The complaint seeks compensatory damages in an unspecified amount and costs and expenses relating to the complaint, including reasonable attorney's fees. SIGNATURES Pursuant ot 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. C-COR ELECTRONICS, INC. (Registrant) Date: June 20, 1995 /s/ JACK B. ANDREWS Vice President-Finance, Secretary and Treasurer (Principal Financial Officer) Date: June 20, 1995 /s/ CHRIS A. MILLER Controller and Planning Manager (Principal Accounting Officer) (11) EX-27 2
5 1000 9-MOS JUN-30-1995 MAR-24-1995 (841) 1290 21618 (533) 24046 49282 31376 (13072) 70870 27698 0 941 0 0 34685 70870 87268 87268 62192 79325 410 0 346 7337 2511 4826 0 0 0 4826 .49 .49 Earnings per share amounts have been adjusted to reflect a two-for-one stock split effective December 5, 1994. See Notes to Consolidated Condensed Financial Statements.
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