-----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, TrCmFddCY8Q4M+eaqTgAaACUwHpKOfyNXvvOvkJTykrAl53oqidLNZS4CKzgo+ts ARGeC+yGxJZ7FYtXVo7+mw== 0000350621-98-000005.txt : 19980512 0000350621-98-000005.hdr.sgml : 19980512 ACCESSION NUMBER: 0000350621-98-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980327 FILED AS OF DATE: 19980511 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 SEC ACT: SEC FILE NUMBER: 000-10726 FILM NUMBER: 98615638 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 1 10-Q QUARTER ENDING 03/27/98 United States SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the thirteen-week period ended: March 27, 1998 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 Identification No.) incorporation or organization) 60 Decibel Road, State College, PA 16801 (Address of principal executive offices) (Zip Code) (814) 238-2461 (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 ----- ----- 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 practicable date. Common Stock, $.10 Par Value - 9,658,069 shares as of May 05, 1998. INDEX C-COR ELECTRONICS, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited). Condensed consolidated balance sheets -- June 27, 1997, and March 27, 1998. Condensed consolidated statements of operations -- thirteen weeks ended March 27, 1998, and March 28, 1997; thirty-nine weeks ended March 27, 1998, and March 28, 1997. Condensed consolidated statements of cash flows -- thirty-nine weeks ended March 27, 1998, and March 28, 1997. Notes to condensed consolidated financial statements -- March 27, 1998. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 6. Exhibits and Reports on Form 8-K. Item 1. Financial Statements
C-COR ELECTRONICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 27, June 27, ASSETS 1998 1997 ----------- ---------- (Unaudited) (Note) (000's omitted) CURRENT ASSETS Cash and cash equivalents $ 425 $ 452 Marketable securities 351 359 Accounts receivable 20,935 19,299 ----------- ---------- 21,711 20,110 ----------- ---------- Inventories: Raw materials 15,410 14,358 Work-in-process 2,457 3,346 Finished goods 3,253 1,436 ----------- ---------- Total inventories 21,120 19,140 ----------- ---------- Deferred taxes 3,278 2,616 Other current assets 1,559 1,893 ----------- ---------- TOTAL CURRENT ASSETS 47,668 43,759 ----------- ---------- PROPERTY, PLANT, AND EQUIPMENT, NET 27,983 25,060 INTANGIBLE ASSETS AND OTHER LONG-TERM ASSETS, NET 2,376 785 Net noncurrent assets of discontinued operations 0 1,515 ----------- ---------- TOTAL ASSETS $ 78,027 $ 71,119 =========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 18,854 $ 15,461 Line-of-credit 1,677 3,466 Current portion of long-term debt 849 834 Net current liabilities of discontinued operations 933 1,253 ----------- ---------- TOTAL CURRENT LIABILITIES 22,313 21,014 ----------- ---------- LONG-TERM DEBT, less current portion 5,728 6,367 DEFERRED TAXES 1,377 1,311 OTHER LONG-TERM LIABILITIES 1,021 749 ----------- ---------- TOTAL LIABILITIES 30,439 29,441 ----------- ---------- SHAREHOLDERS' EQUITY Common Stock, $.10 par; authorized shares 24,000,000; issued shares of 9,656,428 on 03/27/98, and 9,633,435 on 06/27/97. 966 963 Additional paid-in capital 20,145 19,963 Retained earnings 32,339 26,632 Translation adjustment (87) (101) Net unrealized loss on marketable securities (10) (14) Treasury Stock (5,765) (5,765) ----------- ---------- TOTAL SHAREHOLDERS' EQUITY 47,588 41,678 ----------- ---------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 78,027 $ 71,119 =========== ========== Note: The balance sheet at June 27, 1997, has been derived from audited financial statements at that date. See notes to condensed consolidated financial statements.
C-COR ELECTRONICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Thirteen Weeks Ended Thirty-Nine Weeks Ended March 27, March 28, March 27, March 28, 1998 1997 1998 1997 ----------- ----------- ----------- ----------- (000's omitted, except per share data) NET SALES $ 40,248 $ 32,801 $ 114,498 $ 95,346 ----------- ----------- ----------- ----------- COSTS AND EXPENSES: Cost of sales 31,574 26,367 89,171 75,733 Selling, general and administrative expenses 3,948 3,992 11,275 11,225 Research and product development costs 1,877 1,477 5,340 4,258 Interest expense 115 59 268 175 Investment income (7) (31) (19) (96) Foreign exchange loss (gain) (33) (10) 111 (37) Other expense (income) (15) (105) 273 (60) ----------- ----------- ----------- ----------- 37,459 31,749 106,419 91,198 ----------- ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 2,789 1,052 8,079 4,148 INCOME TAX EXPENSE (BENEFIT) 912 (294) 2,735 706 ----------- ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS 1,877 1,346 5,344 3,442 DISCONTINUED OPERATIONS: Loss from operations of discontinued business segment, net of applicable income tax benefit 0 (1,182) 0 (2,184) Gain on disposal of discontinued business segment, less applicable income tax expense 363 0 363 0 ----------- ----------- ----------- ----------- NET INCOME $ 2,240 $ 164 $ 5,707 $ 1,258 =========== =========== =========== =========== NET INCOME (LOSS) PER SHARE - (BASIC): Continuing operations $ 0.20 $ 0.14 $ 0.58 $ 0.36 Discontinued operations 0.04 (0.12) 0.04 (0.23) ----------- ----------- ----------- ----------- NET INCOME PER SHARE $ 0.24 $ 0.02 $ 0.62 $ 0.13 =========== =========== =========== =========== NET INCOME (LOSS) PER SHARE - (ASSUMING DILUTION): Continuing operations $ 0.20 $ 0.14 $ 0.57 $ 0.35 Discontinued operations 0.04 (0.12) 0.04 (0.22) ----------- ----------- ----------- ----------- NET INCOME PER SHARE $ 0.24 $ 0.02 $ 0.61 $ 0.13 =========== =========== =========== =========== See notes to condensed consolidated financial statements.
C-COR ELECTRONICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Thirty-Nine Weeks Ended March 27, March 28, 1998 1997 ----------- ----------- (000's omitted) OPERATING ACTIVITIES Net Income $ 5,707 $ 1,258 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation and amortization 4,682 3,924 Gain on disposal of discontinued operations, net of tax expense (363) - Provision for deferred retirement salary plan 272 249 Loss on sales of property, plant and equipment - 25 Changes in operating assets and liabilities: Accounts receivable (1,636) 3,762 Inventories (1,980) (2,374) Other assets (1,257) (189) Accounts payable 941 1,631 Accrued liabilities 2,452 (1,624) Deferred income taxes (599) 331 Discontinued operations - working capital changes and noncash charges 1,536 (506) NET CASH AND CASH EQUIVALENTS PROVIDED BY ----------- ----------- OPERATING ACTIVITIES 9,755 6,487 ----------- ----------- INVESTING ACTIVITIES Purchase of property, plant and equipment (7,591) (4,408) Purchase of marketable securities - (200) Proceeds from sale of marketable securities 15 205 Proceeds from sales of property, plant, and equipment - 12 Investing activities of discontinued operations 22 (648) NET CASH AND CASH EQUIVALENTS ----------- ----------- USED IN INVESTING ACTIVITIES (7,554) (5,039) ----------- ----------- FINANCING ACTIVITIES Payment of debt and capital lease obligations (624) (624) Proceeds from line-of-credit 44,961 4,240 Payment of line-of-credit (46,750) (2,579) Tax benefit deriving from exercise and sale of stock option shares - 71 Issue common stock to employee stock purchase plan 40 78 Proceeds from exercise of stock options 145 148 Purchase of treasury stock - (3,062) NET CASH AND CASH EQUIVALENTS USED IN ----------- ----------- FINANCING ACTIVITIES (2,228) (1,728) ----------- ----------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (27) (280) Cash and cash equivalents at beginning of period 452 1,474 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 425 $ 1,194 =========== =========== See notes to condensed consolidated financial statements.
C-COR ELECTRONICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying, unaudited, condensed consolidated 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 (consisting only of normal, recurring adjustments) necessary to fairly present the Company's financial position as of March 27, 1998, and the results of its operations for the thirteen-week and thirty-nine-week periods then ended. Operating results for the thirteen-week and thirty-nine-week periods are not necessarily indicative of the results that may be expected for the year ending June 26, 1998. 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 27, 1997. 2. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of:
March 27, June 27, 1998 1997 ---------------- ---------------- (000's omitted) Accounts payable $ 9,577 $ 8,636 Accrued incentive plan expense 1,195 0 Accrued vacation expense 1,414 1,358 Accrued salary expense 1,421 569 Accrued payroll and sales tax expense 822 555 Accrued warranty expense 2,304 2,185 Accrued workers compensation self-insurance expense 1,582 1,162 Accrued other 539 996 ---------------- ---------------- $18,854 $15,461 ================ ================
=============================================================================== Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations General The following discussion addresses the financial condition of the Company as of March 27, 1998, and the results of operations for the thirteen-week and thirty-nine-week periods ended March 27, 1998, compared with the corresponding periods of the prior year. This discussion should be read in conjunction with the Management's Discussion and Analysis section for the fiscal year ended June 27, 1997, included in the Company's Annual Report on Form 10-K. Disclosure Regarding Forward-Looking Statements Some of the information presented in this report constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning the continuation of increased domestic spending for network upgrades, the continuation of competitive pricing pressures, anticipated new product development initiatives, and the continued availability of capital resources. Although the Company believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from its expectations. Factors which could cause actual results to differ from expectations include the timing of orders received from customers, the gain or loss of significant customers, changes in the mix of products sold, new product development activities, changes in the cost and availability of parts and supplies, fluctuations in warranty costs, economic conditions affecting domestic and international markets, regulatory changes affecting the telecommunications industry, in general, and the Company's operations, in particular, competition and changes in domestic and international demand for the Company's products, and other factors which may impact operations and manufacturing. For additional information concerning these and other important factors which may cause the Company's actual results to differ materially from expectations and underlying assumptions, please refer to the Company's reports filed on Form 10-K and other reports filed with the Securities and Exchange Commission. Results of Operations Net sales for the thirteen-week period ended March 27, 1998, were $40,248,000, an increase of 23% from the prior year's sales of $32,801,000 for the corresponding period. Net sales for the thirty-nine-week period ended March 27, 1998, were $114,498,000, an increase of 20% from sales of $95,346,000 for the corresponding period of the prior year. The increases in sales for the quarter and year-to-date periods were primarily attributable to increased demand for RF and AM FO distribution products by domestic and international customers in the cable television (CATV) industry. Domestic sales, as a percentage of total consolidated sales, were 83% for the thirteen-week period ended March 27, 1998, and 75% for the thirty-nine week period ended March 27, 1998. This compares to 82% and 79% for the corresponding periods of the prior year. Sales to domestic customers increased 23% during the quarter ended March 27, 1998, and 14% for the period year-to-date, compared to the corresponding periods of the prior year. The Company believes that many domestic CATV operators have continued to increase their capital spending, and as a result, the Company has experienced increased demand for hybrid/fiber coax (HFC) distribution equipment. The Company believes the increased capital spending has been driven by customer demands for improved services, affecting not only voice and video requirements, but also demand for high-speed data transmission. This increased demand by CATV operators for improved services has translated into an increased need for higher bandwidth products in order to support these services. In the domestic CATV market, certain CATV operators are beginning upgrade activities, while others are in various stages of completion. As a result, demand patterns can vary depending on the distinct requirements for each customer. International sales, as a percentage of total consolidated sales, were 17% for the thirteen-week period ended March 27, 1998, and 25% for the thirty-nine-week period ended March 27, 1998. This compares to 18% and 21% for the corresponding periods of the prior year. Sales to international customers increased 19% during the quarter ended March 27, 1998, and 43% for the period year-to-date, compared to the corresponding periods of the prior year. The increase for the quarter resulted primarily from increased demand in Canada, Europe and Latin America. The increase, year-to-date, derives primarily from increased demand in Canada, Asia, and Europe. Order levels from international customers, primarily in Asia and Canada, declined during the quarter ending March 27, 1998, relative to the Company's expectations. The Company continues to monitor its business activities in the Asian market and the effect that current economic conditions may have on present and future order trends. The international markets continue to represent distinct markets for CATV equipment, and, in general, demand can be highly variable. The Company's backlog of sales orders at March 27, 1998, was approximately $27.2 million, down from approximately $36.8 million at the end of the previous quarter ended December 27, 1997. The Company booked approximately $30.6 million of new sales orders during the quarter ended March 27, 1998, compared to $36.1 million of new sales orders booked during the second quarter of the current fiscal year. Lower order rates can be attributed primarily to weakness in the international markets during the quarter, primarily in Asia and Canada. In addition, the Company believes recent trends indicate that order patterns have changed, from longer blanket orders, to shorter lead-time orders. Gross profit percentage for the thirteen-week period ended March 27, 1998, was 21.6% versus 19.6% for the corresponding period of the prior year. Gross profit percentage for the thirty-nine-week period ended March 27, 1998, was 22.1% versus 20.6% for the corresponding period the prior year. The increase in the gross profit margin for the quarter and year-to-date periods is primarily a result of changes in customer and product mix, and efficiencies resulting from higher production volumes. Although pricing pressures continue, the Company has undertaken initiatives to lower manufacturing costs by improving manufacturing processes in order to enhance efficiency and productivity, and redesigning products to enhance manufacturability and reduce material costs. The Company has begun manufacturing the power supply component of its RF amplifier products in Tijuana, Mexico. The Company continues to ramp up production at this new manufacturing facility, and anticipates the complete transfer of production of this component by the end of its current fiscal year. Selling, general and administrative expenses for the thirteen-week period ended March 27, 1998, were $3,948,000, compared to $3,992,000 for the same period of the prior year. Selling, general and administrative expenses for the thirty-nine-week period ended March 27, 1998, were $11,275,000, compared to $11,225,000 for the same period of the prior year. Selling, general and administrative expenses declined as a percentage of net sales for the quarter and year-to-date periods, compared to the same periods the prior year, reflecting the Company's continued efforts to control expenditures. Research and product development costs for the thirteen-week period ended March 27, 1998, were $1,877,000, an increase of 27% over the prior year's total of $1,477,000 for the corresponding period. Research and product development costs for the thirty-nine-week period ended March 27, 1998, were $5,340,000, an increase of 25% over the prior year's total of $4,258,000 for the same period. The increase for the quarter and year-to-date periods is primarily a result of higher personnel costs and additional expenditures for AM fiber optics and network management product development. The Company recently announced Navicor(TM), an entire family of modular AM fiber optic nodes and optical lid upgrades, as well as CNM(TM) System 2, a new generation of its Cable Network Management (CNM) platform. Both products are currently in development. Anticipated new product development initiatives are expected to increase research and product development expenses in future periods. Interest expense for the thirteen-week period ended March 27, 1998, was $115,000, an increase of 95% over the prior year's total of $59,000 for the same period. Interest expense for the thirty-nine-week period ended March 27, 1998, was $268,000, an increase of 53% over the prior year's total of $175,000 for the same period. The increase for the quarter and year-to-date periods is primarily a result of higher borrowings on the Company's line-of-credit to support higher production levels. The effective income tax rate for the thirteen-week period ended March 27, 1998, was 32.7%. This compares to an effective income tax benefit rate of 27.9% for the corresponding period the prior year. The effective income tax rate for the thirty-nine-week period ended March 27, 1998, was 33.8%. This compares to an effective income tax rate of 17.0% for the corresponding period the prior year. The higher effective tax rates for the current quarter and year-to-date periods, compared to the same periods the prior year, is a result of a tax benefit of approximately $593,000 that was recorded during the third quarter of the prior fiscal year. The tax benefit resulted from reassessment of the Company's foreign sales transactions for the prior three years and optimization of the tax benefits derived from its Foreign Sales Corporation (FSC). Income from continuing operations for the thirteen-week period ended March 27, 1998, was $1,877,000 or $0.20 per share on a diluted basis, versus $1,346,000 or $0.14 per share on a diluted basis for the same period of the prior year. Income from continuing operations for the thirty-nine-week period ended March 27, 1998, was $5,344,000 or $0.57 per share on a diluted basis, versus $3,442,000 or $0.35 per share on a diluted basis for the same period of the prior year. Results of Discontinued Operations On July 10, 1997, the Company announced the discontinuation of its digital fiber optic business segment located in Fremont, California, in a phase-down process expected to span nine months. Anticipated wind-down costs were recorded as a loss on disposal of the discontinued segment in the results of discontinued operations for the Company's prior fiscal year ended June 27, 1997. The Company substantially completed the wind-down of this operation as of the quarter ended March 27, 1998. A gain on disposal of the discontinued business segment of $363,000, net of applicable tax expense of $188,000, was recorded during the thirteen-week period ended March 27, 1998, equating to $0.04 per share on a diluted basis for the current quarter and year-to-date periods. The gain represents an adjustment of the estimated loss on the disposal of the business segment, previously reported in the fourth quarter of the Company's fiscal year 1997. The gain derived primarily from lower than anticipated operating costs from the measurement date to the disposal date, and higher than anticipated proceeds associated with the disposal of assets, primarily inventory. Losses recorded from operations of the discontinued business segment for the quarter and year-to-date periods of the prior fiscal year, were ($1,182,000), net of applicable tax benefit of ($578,000), or ($0.12) per share on a diluted basis and ($2,184,000), net of applicable tax benefit of ($1,060,000), or ($0.22) per share on a diluted basis, respectively. Liquidity and Capital Resources The Company's current ratio at March 27, 1998, was 2.1, as compared to 2.1 at June 27, 1997. The Company's cash and cash equivalents decreased $27,000 during the first 9 months of fiscal year 1998. Net cash provided by operating activities generated $9,755,000, after working capital changes of $1,536,000, related to discontinued operations. The Company's working capital increased $2,610,000 since June 27, 1997. Inventory levels increased from $19,140,000 to $21,120,000, due to purchase requirements to meet current and anticipated volume levels. Accounts payable and accrued liabilities increased from $15,461,000 at June 27, 1997, to $18,854,000 as of March 27, 1998, due primarily to increased accounts payable resulting from higher inventory purchases and expense accrued under the Company's profit incentive plan. Cash used in investing activities totaled $7,554,000 as of March 27, 1998, compared to $5,039,000 for the corresponding period the prior year. Investing activities consisted primarily of purchases and replacement of property, plant and equipment. Cash used in financing activities totaled $2,228,000 as of March 27, 1998, compared to $1,728,000 for the corresponding period the prior year. Financing activities consisted primarily of borrowings and payments on the Company's line-of-credit. On September 4, 1997, the Company announced a stock repurchase program to repurchase up to 500,000 shares of C-COR common stock. The shares may be purchased from time to time in the open market through block or privately negotiated transactions, or otherwise. The Company intends to use its currently available capital resources to fund the purchases. The repurchased stock is expected to be held by the Company as treasury stock to be used to meet the Company's obligations under its present and future stock option plans and for other corporate purposes. As of March 27, 1998, no shares had been repurchased under this stock repurchase program. The Company maintains a line-of-credit with a bank pursuant to which it may borrow the lesser of $23,000,000 or a percentage of eligible accounts receivable and inventory. Borrowings under the line-of-credit are secured by accounts receivable and inventory. The line-of-credit is committed through October 30, 1998, at which time the Company anticipates renewal. The Company had borrowings on the line-of-credit as of March 27, 1998, of $1,677,000. This compares to an outstanding balance of $3,466,000 at the end of the Company's fiscal year ended June 27, 1997. Based upon the Company's analysis of eligible accounts receivable and inventory, an additional $19,022,000 was available under the line-of-credit at March 27, 1998. Management believes that operating cash flow, as well as the line-of-credit, will be adequate to provide for all cash requirements for the foreseeable future, subject to requirements that additional growth or strategic development might dictate. PART II. OTHER INFORMATION Item 1. Legal Proceedings. As previously reported in the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1997, on or about March 31, 1995, certain shareholders of the Company filed a complaint in the United States District Court for the Eastern District of Pennsylvania against the Company and its Chief Executive Officer alleging violation of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 and common law. On September 27, 1997, a tentative settlement was reached with respect to this litigation. On April 20, 1998, the court preliminarily approved the settlement and scheduled a final hearing to approve the settlement to be held on July 7, 1998. The settlement amount was recorded in the financial statements during the first quarter of the Company's current fiscal year. Item 6. Exhibits and Reports on Form 8-K. The following exhibits are included herein: (11) Statement re: computation of earnings per share (27) Financial Data Schedule Reports on Form 8-K filed during the reporting period: None Reports on Form 8-K filed subsequent to the reporting period: On March 30, 1998, the Registrant filed a Form 8-K with the Securities and Exchange Commission reporting that Scott C. Chandler had resigned as the Registrant's President and Chief Executive Officer and as a Director of C-COR Electronics, Inc. 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. C-COR ELECTRONICS, INC. (Registrant) Date: May 11, 1998 /s/ CHRIS A. MILLER ----------------------- -------------------------- C.P.A., Vice President-Finance Secretary and Treasurer (Principal Financial Officer) Date: May 11, 1998 /s/ JOSEPH E. ZAVACKY ----------------------- --------------------------- Controller and Assistant Secretary (Principal Accounting Officer) EX-11 2 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
Thirteen Weeks Ended Thirty-nine Weeks Ended March 27, March 28, March 27, March 28, 1998 1997 1998 1997 ------------ ------------ ------------ ------------ (000's omitted, except per share data) Basic: Weighted average shares outstanding 9,154 9,548 9,147 9,590 ------------ ------------ ------------ ------------ Total 9,154 9,548 9,147 9,590 Income from continuing operations $ 1,877 $ 1,346 $ 5,344 $ 3,442 Gain (loss) from discontinued operations 363 (1,182) 363 (2,184) ------------ ------------ ------------ ------------ Net income $ 2,240 $ 164 $ 5,707 $ 1,258 ------------ ------------ ------------ ------------ Net income (loss) per share Continuing operations $ 0.20 $ 0.14 $ 0.58 $ 0.36 Discontinued operations 0.04 (0.12) 0.04 (0.23) ------------ ------------ ------------ ------------ Net income per share $ 0.24 $ 0.02 $ 0.62 $ 0.13 ------------ ------------ ------------ ------------ Diluted: Weighted average shares outstanding 9,154 9,548 9,147 9,590 Weighted average common stock equivalents 266 158 244 157 ------------ ------------ ------------ ------------ Total 9,420 9,706 9,391 9,747 Income from continuing operations $ 1,877 $ 1,346 $ 5,344 $ 3,442 Gain (loss) from discontinued operations 363 (1,182) 363 (2,184) ------------ ------------ ------------ ------------ Net income $ 2,240 $ 164 $ 5,707 $ 1,258 ------------ ------------ ------------ ------------ Net income (loss) per share Continuing operations $ 0.20 $ 0.14 $ 0.57 $ 0.35 Discontinued operations 0.04 (0.12) 0.04 (0.22) ------------ ------------ ------------ ------------ Net income per share $ 0.24 $ 0.02 $ 0.61 $ 0.13 ------------ ------------ ------------ ------------
EX-27 3 FDS 3RD QUARTER ENDING MARCH 27, 1998
5 1000 3-MOS JUN-26-1998 JUN-28-1997 MAR-27-1998 425 351 21,558 623 21,120 47,668 54,323 26,340 78,027 22,313 0 0 0 966 46,622 78,027 40,248 40,248 31,574 5,825 (55) 0 115 2,789 912 1,877 (363) 0 0 2,240 .24 .24
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