-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HR1zi8KYrpr84YmNO/XdBxFO+fJdZIGcaMDkWTMcUo3W5XJmyYpG0P9jQjAy64LQ yF4Pp5ZYu1yg/cjyXDkCxg== 0000350621-97-000006.txt : 19970717 0000350621-97-000006.hdr.sgml : 19970717 ACCESSION NUMBER: 0000350621-97-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960628 FILED AS OF DATE: 19970716 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-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10726 FILM NUMBER: 97641587 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-K/A 1 FORM 10-K/A - AMENDMENTS TO 10-K ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A ( ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the Fiscal Year Ended June 28, 1996 (X) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) 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, Pennsylvania 16801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (814) 238-2461 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None Not Applicable Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value (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 (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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) 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) As of July 9, 1997, the aggregate market value of the voting stock held by non-affiliates of the Registrant was $81,084,485. As of July 9, 1997, the Registrant had 9,136,280 shares of Common Stock outstanding. The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended June 28, 1996, as set forth in the pages attached hereto: Item 1. Business is amended to include at the end thereof, the following paragraphs: Segment Information: Prior to fiscal year 1996, the Company operated in one industry segment broadly defined as the Electronic Distribution Products segment. During the fiscal year ended June 28, 1996, a fundamental shift occurred in the markets and customers, as cable television (CATV) operators reduced their purchases of the Company's Digital Fiber Optics equipment in lieu of other technology alternatives. As a result, during fiscal year 1996, the Company operated in two business segments, the Electronic Distribution Products segment and the Digital Fiber Optics Transmission Products segment. The Electronic Distribution Products business segment provides hybrid fiber / coax (HFC) equipment for signal distribution applications, primarily to the CATV market. Customers in this segment are primarily CATV operators as well as network integrators. Products for this segment are manufactured at the Company's State College, Tipton, and Reedsville, Pennsylvania, facilities. The Digital Fiber Optics Transmission Products segment provides products for long-distance, point-to-point, video, voice and data signal transmission applications, primarily for telephony, distance-learning, and other non-CATV markets. Customers are primarily telephone companies, major broadcast companies, and educational institutions. For a description of the products of each segment, see "Products and Services" above. The products of each segment are marketed by separate sales forces. During fiscal year 1996, Rogers Cable System, Inc. and Time Warner Cable each accounted for 18% of consolidated net sales, representing primarily sales of Electronic Distribution Products. Within the Digital Fiber Optics Transmission Products segment, there were no sales to customers that accounted for more than 10% of consolidated net sales in fiscal year 1996. During fiscal year 1996, 38% of net sales of Electronic Distribution Products were represented by international sales, primarily in Canada, Asia, Europe and Latin America and 33% of net sales of Digital Fiber Optics Transmission Products were international sales, primarily in Canada. Of the Company's $27.1 million backlog of orders at June 28, 1996, $ 24.3 million related to Electronic Distribution Products and $2.8 million related to Digital Fiber Optics Transmission Products. Of the Company's $9,401,000 in research and development expenditures for fiscal year 1996, $4,857,000 related to Electronic Distribution Products designed at the Company's State College, Pennsylvania, facility, and $4,544,000 related to Digital Fiber Optics Transmission Products designed at the Company's Fremont, California, facility. For additional information concerning the Company's operating segments, see Item 7 of Management's Discussion and Analysis of Financial Condition and Results of Operations - Segment Performance, and Notes P and Q of the Notes to Financial Statements included elsewhere in this report. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations is amended to include the following paragraphs: Segment Performance: Prior to fiscal year 1996, the Company operated in one industry segment broadly defined as the Electronic Distribution Products segment. During the fiscal year ended June 28, 1996, a fundamental shift occurred in the markets and customers, as CATV operators reduced their purchases of the Company's Digital Fiber Optics equipment in lieu of other technology alternatives. As a result, during fiscal year 1996, the Company operated in two business segments, the Electronic Distribution Products segment and the Digital Fiber Optics Transmission Products segment. The Electronic Distribution Products business segment provides hybrid fiber / coax (HFC) equipment for signal distribution applications primarily to the CATV market. Customers in this segment are primarily CATV operators as well as network integrators. Net sales for this segment in fiscal year 1996 were $139,539. Net sales in fiscal years 1995 and 1994 were $121,269 and $60,207, respectively. The increased net sales in fiscal years 1996 and 1995 were primarily attributable to increased demand for the Company's products, primarily in the CATV industry (as more fully described above). Gross profit margin in the Electronics Distribution Products segment was 24.6% in fiscal year 1996. This compares to 27.1% and 29.5% for fiscal years 1995 and 1994, respectively. The reduction in gross profit margins in 1996 and 1995 was the result of increased pricing pressures primarily on RF amplifier products, and fixed manufacturing costs relating to underutilized capacity (as more fully described above). The Electronic Distribution Products segment generated operating income of $14,254 for fiscal year 1996. This compares to operating income of $13,425 and $4,777 in fiscal years 1995 and 1994, respectively. The increased operating income in fiscal year 1996, compared to 1995, was a result of improved customer and product sales mix, despite continued competitive pricing pressure on the Company's RF product line (as more fully described above). The increased operating income in fiscal year 1995, compared to fiscal year 1994, was primarily a result of a 101% increase in sales volume (as more fully described above). The Digital Fiber Optic Transmission Products segment provides equipment for long-distance, point-to-point, video, voice, and data signal transmission applications, primarily for telephony, distance-learning, and other non-CATV markets. Its customers are primarily telephone companies, major broadcast companies, and educational institutions. Net sales in this segment for fiscal year 1996 were $9,359. For comparative purposes, digital fiber optic revenues in prior years were $16,172 and $14,839 for fiscal years 1995 and 1994, respectively. Gross profit margin in the Digital Fiber Optics Products segment was 33.5% in fiscal year 1996. This compares 38.8% and 42.7% for fiscal years 1995 and 1994, respectively. The reductions in gross margins in fiscal years 1996 and 1995 were primarily a result of increased fixed manufacturing costs and decreased selling prices. This segment generated an operating loss of $4,600 during fiscal year 1996. For comparative purposes, an operating loss of $323 and operating income of $1,295 were generated for fiscal years 1995 and 1994, respectively. The operating loss incurred in fiscal year 1996 resulted primarily from increased expenditures for digital fiber optics product development. The increased research and development costs were intended to position the Company for introducing a new digital fiber optic product platform, designed to compete functionally with other products currently in the market. Research and development expenditures for this segment were $4,544 in fiscal year 1996. For comparative purposes, research and product development costs for digital fiber optics products were $2,836 and $1,712 in fiscal years 1995 and 1994, respectively. Subsequent Events: The Company announced on July 10, 1997, that it will discontinue its Digital Fiber Optics Transmission Products segment, located in Fremont, California, in a phasedown process over nine months. The loss on disposal will include write-offs of inventory and fixed assets, and will include other costs from the measurement to the disposal date. The anticipated loss (net of tax effect) on the disposal of the discontinued business is approximately $4,000, which will be included in the fourth quarter fiscal year 1997 financial results. Item 8. Financial Statements and Supplementary data; Footnote P is amended to read in full as follows: P. Segment Information Prior to the fiscal year ended June 28, 1996, the Company operated in one principal industry segment broadly defined as the Electronic Distribution Products segment. Sales of the Company's three product lines, RF, AM Fiber Optics equipment, and Digital Fiber Optics equipment were primarily to customers in the cable television (CATV) industry. During the fiscal year ended June 28, 1996, a fundamental shift occurred in the markets and customers, as CATV operators reduced their purchases of the Company's Digital Fiber Optics equipment in lieu of other technology alternatives. As a result, in the fiscal year ended June 28, 1996, the Company operated in two industry segments: the Electronic Distribution Products segment, which provides hybrid fiber/coax (HFC) equipment for signal distribution applications primarily to the CATV market; and the Digital Fiber Optics Transmission Products segment, which provides products for long-distance, point-to-point, video, voice, and data signal transmission applications, primarily for telephony, distance-learning, and other non-CATV markets. Information about industry segments for fiscal year 1996, and comparative prior period information for fiscal years 1995 and 1994 is as follows:
Digital Electronic Fiber Optics Distribution Transmission Products Products Consolidated - ------------------------------------------------------------------------------------------------------------- Year ended June 28, 1996 - ------------------------------------------------------------------------------------------------------------- Total revenue $139,539 $ 9,359 $148,898 - ------------------------------------------------------------------------------------------------------------- Operating income (loss) $ 14,254 ($ 4,600) $ 9,654 - ------------------------------------------------------------------------------------------------------------- Identifiable assets at June 28, 1996 $ 70,885 $ 7,522 $ 78,407 - ------------------------------------------------------------------------------------------------------------- Capital expenditures $ 7,442 $ 586 $ 8,028 - ------------------------------------------------------------------------------------------------------------- Depreciation and amortization $ 3,971 $ 755 $ 4,726 - ------------------------------------------------------------------------------------------------------------- Year ended June 30, 1995 - ------------------------------------------------------------------------------------------------------------- Total revenue $121,269 $ 16,172 $137,441 - ------------------------------------------------------------------------------------------------------------- Operating income (loss) $ 13,425 $ (323) $ 13,102 - ------------------------------------------------------------------------------------------------------------- Identifiable assets at June 30, 1995 $ 81,796 $ 5,865 $ 87,661 - ------------------------------------------------------------------------------------------------------------- Capital expenditures $ 14,355 $ 1,016 $ 15,371 - ------------------------------------------------------------------------------------------------------------- Depreciation and amortization $ 2,920 $ 1,001 $ 3,921 - ------------------------------------------------------------------------------------------------------------- Year ended June 24, 1994 - ------------------------------------------------------------------------------------------------------------- Total revenue $ 60,207 $ 14,839 $ 75,046 - ------------------------------------------------------------------------------------------------------------- Operating income $ 4,777 $ 1,295 $ 6,072 - ------------------------------------------------------------------------------------------------------------- Identifiable assets at June 24, 1994 $ 41,913 $ 7,580 $ 49,493 - ------------------------------------------------------------------------------------------------------------- Capital expenditures $ 3,651 $ 455 $ 4,106 - ------------------------------------------------------------------------------------------------------------- Depreciation and amortization $ 1,518 $ 829 $ 2,347 - -------------------------------------------------------------------------------------------------------------
The Company and subsidiaries operate in various geographic areas as indicated by the following: U.S. Canada Europe Eliminations Consolidated - ---------------------------------------------------------------------------------------------------------------- Year ended June 28, 1996 - ---------------------------------------------------------------------------------------------------------------- Sales to unaffiliated customers: Domestic $ 91,050 $ 8,589 $ 6,086 $ 0 $105,725 Export 43,173 0 0 0 43,173 Transfers between geographic areas 11,078 0 0 ( 11,078) 0 - ---------------------------------------------------------------------------------------------------------------- Total revenue $145,301 $ 8,589 $ 6,086 ($11,078) $148,898 - ---------------------------------------------------------------------------------------------------------------- Operating income $ 5,535 $ 3,595 $ 524 $ 0 $ 9,654 - ---------------------------------------------------------------------------------------------------------------- Identifiable assets at June 28, 1996 $ 73,298 $ 3,464 $ 1,645 $ 0 $ 78,407 - ---------------------------------------------------------------------------------------------------------------- Capital expenditures $ 8,000 $ 10 $ 18 $ 0 $ 8,028 - ---------------------------------------------------------------------------------------------------------------- Depreciation and amortization $ 4,602 $ 15 $ 109 $ 0 $ 4,726 - ---------------------------------------------------------------------------------------------------------------- Year ended June 30, 1995 - ---------------------------------------------------------------------------------------------------------------- Sales to unaffiliated customers: Domestic $ 83,864 $ 6,867 $ 8,504 $ 0 $ 99,235 Export 38,206 0 0 0 38,206 Transfers between geographic areas 10,108 0 0 ( 10,108) 0 - ---------------------------------------------------------------------------------------------------------------- Total revenue $132,178 $ 6,867 $ 8,504 ($10,108) $137,441 - ---------------------------------------------------------------------------------------------------------------- Operating income $ 10,420 $ 1,555 $ 1,127 $ 0 $ 13,102 - ---------------------------------------------------------------------------------------------------------------- Identifiable assets at June 30, 1995 $ 79,129 $ 3,213 $ 5,319 $ 0 $ 87,661 - ---------------------------------------------------------------------------------------------------------------- Capital expenditures $ 15,266 $ 43 $ 62 $ 0 $ 15,371 - ---------------------------------------------------------------------------------------------------------------- Depreciation and amortization $ 3,779 $ 24 $ 118 $ 0 $ 3,921 - ---------------------------------------------------------------------------------------------------------------- Year ended June 24, 1994 - ---------------------------------------------------------------------------------------------------------------- Sales to unaffiliated customers: Domestic $ 56,013 $ 3,853 $ 2,193 $ 0 $ 62,059 Export 12,987 0 0 0 12,987 Transfers between geographic areas 3,321 0 0 ( 3,321) 0 - ---------------------------------------------------------------------------------------------------------------- Total revenue $ 72,321 $ 3,853 $ 2,193 ($ 3,321) $ 75,046 - ---------------------------------------------------------------------------------------------------------------- Operating income (loss) $ 5,072 $ 1,249 ($ 249) $ 0 $ 6,072 - ---------------------------------------------------------------------------------------------------------------- Identifiable assets at June 24, 1994 $ 46,009 $ 1,659 $ 1,825 $ 0 $ 49,493 - ---------------------------------------------------------------------------------------------------------------- Capital expenditures $ 4,070 $ 3 $ 33 $ 0 $ 4,106 - ---------------------------------------------------------------------------------------------------------------- Depreciation and amortization $ 2,212 $ 29 $ 106 $ 0 $ 2,347 - ----------------------------------------------------------------------------------------------------------------
Most transfers between geograhic areas are made at the cost of producing the items plus a profit margin. Identifiable assets are those assets identified with the operations in each geographic area. Item 8. Financial Statements and Supplementary data is amended to include Footnote Q as follows: Q. Subsequent Events: The Company announced on July 10, 1997, that it will discontinue its Digital Fiber Optics Transmission Products segment, located in Fremont, California, in a phasedown process over nine months. The loss on disposal will include write-offs of inventory and fixed assets, and will include other costs from the measurement to the disposal date. The anticipated loss (net of tax effect) on the disposal of the discontinued business is approximately $4,000 (unaudited), which will be included in the fourth quarter fiscal year 1997 financial results. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. C-COR ELECTRONICS, INC. (Registrant) July 16, 1997 /s/ Chris A. Miller, Vice President-Finance, Secretary and Treasurer (principal financial officer) EX-23 2 CONSENT OF AUDITORS Consent of Independent Auditors The Board of Directors C-COR Electronics, Inc. The audits referred to in our report dated August 9, 1996, except for notes P and Q which are as of July 10, 1997, included the related financial statement schedule as of June 28, 1996, and for each of the years in the three-year period ended June 28, 1996, included in the annual report on form 10-K. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We consent to the incorporation by reference in the registration statements (Nos. 2-95959, 33-27440, 33-35208, 33-66590 and 333-02505) on form S-8 of C-COR Electronics, Inc. and Subsidiaries of our reports, related to the consolidated balance sheets of C-COR Electronics, Inc. and Subsidiaries as of June 28, 1996 and June 30, 1995, and the related consolidated statements of income, shareholders' equity and cash flows and related financial statement schedule for each of the years in the three-year period ended June 28, 1996, which reports are incorporated by reference in or appear in the June 28, 1996 annual report on form 10-K of C-COR ELectronics, Inc. and Subsidiaries. /s/ KPMG Peat Marwick, LLP State College, Pennsylvania July 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----