-----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, TIipf3yiT69ONASU6Rf++mUwP0YmdVitv+sforN+2GzaS2qe2wcrW2D6avNIybtt u4ifuch+YMHTrFlNZtjDZg== 0000912057-97-020385.txt : 19970617 0000912057-97-020385.hdr.sgml : 19970617 ACCESSION NUMBER: 0000912057-97-020385 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970503 FILED AS OF DATE: 19970616 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTIGRAM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000877908 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942418021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19558 FILM NUMBER: 97624450 BUSINESS ADDRESS: STREET 1: 91 EAST TASMAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089440250 MAIL ADDRESS: STREET 1: 91 E TASMAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 10-Q 1 10-Q - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended May 3, 1997 Commission File Number 0-19558 CENTIGRAM COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-2418021 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 91 East Tasman Drive San Jose, California 95134 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (408) 944-0250 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 ---- ---- The number of outstanding shares of the Registrant's Common Stock as of May 30, 1997 was 7,074,000. - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Centigram Communications Corporation Consolidated Balance Sheets
May 3, November 2, (In thousands, except share and per share data) 1997 1996 - ----------------------------------------------- ----------- ----------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 10,327 $ 12,668 Short-term investments 30,183 29,408 Trade receivables, net 25,283 27,741 Inventories 11,067 11,467 Deferred tax assets 1,424 1,424 Other current assets 1,823 3,108 Total current assets 80,107 85,816 Property and equipment, net 14,894 15,249 Intangible assets, net 2,529 2,004 Deposits and other assets 1,023 940 --------- --------- $ 98,553 $ 104,009 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 8,177 $ 9,739 Accrued compensation 3,026 4,202 Accrued expenses and other liabilities 8,541 6,424 Current portion of capital lease obligations 151 154 --------- --------- Total current liabilities 19,895 20,519 Capital lease obligations 5 78 Commitments and contingencies Stockholders' equity: Preferred stock, $.001 par value, 1,000,000 authorized; none outstanding Common stock, $.001 par value, 25,000,000 authorized; 6,996,000 and 6,908,000 outstanding 7 7 Additional paid-in capital 89,772 88,767 Accumulated deficit (10,616) (4,992) Unrealized loss on investments (123) (36) Cumulative translation adjustments (87) (34) Note receivable from officer (300) (300) --------- --------- Total stockholders' equity 78,653 83,412 --------- --------- $ 98,553 $ 104,009 --------- --------- --------- ---------
See accompanying notes. 2 Centigram Communications Corporation Consolidated Statements of Operations (In thousands, except per share amounts - unaudited)
Quarter Ended Six Months Ended May 3, April 27, May 3, April 27, 1997 1996 1997 1996 --------- --------- --------- --------- Net revenue $ 24,899 $ 24,533 $ 52,812 $ 48,546 Cost and expenses: Costs of goods sold 10,839 10,950 22,182 20,461 Research and development 5,451 4,961 11,144 9,535 Selling, general and administrative 11,917 10,483 22,535 20,369 Other expenses 3,563 - 3,563 - --------- --------- --------- --------- 31,770 26,394 59,424 50,365 --------- --------- --------- --------- Operating loss (6,871) (1,861) (6,612) (1,819) Other income and expense, net 567 550 1,064 1,071 --------- --------- --------- --------- Loss before income taxes (6,304) (1,311) (5,548) (748) Provision for income taxes - - 76 56 --------- --------- --------- --------- Net loss $ (6,304) $ (1,311) $ (5,624) $ (804) --------- --------- --------- --------- --------- --------- --------- --------- Net loss per share $ (.90) $ (.19) $ (.81) $ (.12) --------- --------- --------- --------- --------- --------- --------- --------- Common and common equivalent shares used in computing per share amounts 6,994 6,806 6,977 6,767 --------- --------- --------- --------- --------- --------- --------- ---------
See accompanying notes. 3 Centigram Communications Corporation Consolidated Statements of Cash Flows (In thousands - unaudited)
Six Months Ended May 3, April 27, 1997 1996 --------- ---------- Cash and equivalents, beginning of period $ 12,668 $ 10,633 --------- ---------- Cash flows from operations: Net loss (5,624) (804) Depreciation and amortization 4,635 3,464 Trade receivables 2,358 (5,801) Inventories 400 (2,831) Other assets 1,302 (741) Accounts payable (1,562) 2,466 Accrued expenses and other liabilities 941 (864) --------- ---------- 2,450 (5,111) --------- ---------- Cash flows from investing: Purchase of short-term investments (44,040) (54,529) Proceeds from sales and maturities of short-term investments 43,178 73,625 Purchase of property and equipment (4,145) (4,846) Purchase of other assets (713) - --------- ---------- (5,720) 14,250 Cash flows from financing: Proceeds from sale of common stock 1,005 1,353 Note receivable from officer - (300) Principal payments on capital leases (76) (104) --------- ---------- 929 949 --------- ---------- Net change in cash and equivalents (2,341) 10,088 --------- ---------- Cash and equivalents, end of period $ 10,327 $ 20,721 --------- ---------- --------- ----------
See accompanying notes. 4 Centigram Communications Corporation Notes to Consolidated Financial Statements (unaudited) BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared by the Company without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. For further information, refer to the audited Consolidated Financial Statements and footnotes thereto incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended November 2, 1996. The results of operations for the quarter and six months ended May 3, 1997 may not necessarily be indicative of the results for the fiscal year ending November 1, 1997 or any future period. INVENTORIES Inventories consisted of (in thousands): May 3, November 2, 1997 1996 -------- ----------- Raw materials $ 4,972 $ 4,603 Work-in-process 3,330 2,898 Finished goods 2,765 3,966 -------- ----------- $ 11,067 $ 11,467 -------- ----------- -------- ----------- OTHER EXPENSES During the second quarter ended May 3, 1997 the Company recorded other operating expenses of approximately $3,563,000, consisting of $2,352,000 in restructuring charges and $1,211,000 in direct expenses associated with the proposed acquisition of Voice-Tel Enterprises and Voice-Tel Network ("Voice- Tel"). The restructuring charges noted above represent termination benefits for approximately 40 employees from all functions of the Company and costs associated with the resignation of the Company's president. FASB STATEMENT NO. 128, EARNINGS PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating primary earnings per share, the dilutive effect of stock options will be excluded. Statement No. 128 is not expected to change the Company's calculation of loss per share for the second quarter and six months ended May 3, 1997 and April 27, 1996, respectively. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Centigram Communications Corporation The following discussion contains forward-looking statements regarding future events or the future financial performance of Centigram Communications Corporation ("Centigram" or the "Company") that involve risks and uncertainties. These statements include but are not limited to statements related to changes in Centigram's research and development and selling, general and administrative expenses, Centigram's effective tax rate, Centigram's expenditures for capital equipment and sufficiency of Centigram's cash reserves. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations under "Certain Trends and Uncertainties". RESULTS OF OPERATIONS Net revenue for the second quarter of fiscal 1997 ended May 3, 1997 was 1% higher than net revenue for the corresponding quarter of fiscal 1996 and 11% lower than the first quarter of fiscal 1997. The increase in net revenue from the second quarter of 1996 reflects higher sales of system upgrade and expansion products and greater sales of the Company's MobileManager product, offset by a slight decrease in the Company's small system products. The decrease in the net revenue from the first quarter of 1997 reflects lower sales of the company's large systems and lower sales of system upgrade and expansion products, offset in part by increased sales of the Company's MobileManager product and smaller systems products. Sales to international customers were 55% of revenues for the second quarter as compared to 23% in the similar period of 1996. Increased large system orders from Latin America and Australia contributed to this increase in international business. Customer Premise Equipment (CPE) sales decreased 16% in the second quarter as compared to the prior year second quarter due to delays in orders from several North American customers. Sales to Service Provider customers increased in the second quarter over the similar prior year period because of strong international sales as noted above. Net revenue for the first six months of 1997 was 9% higher than net revenue for the comparable 1996 period. This increase is attributable to greater sales of large system products and general sales increases in all product categories. Sales to international customers were 50% of revenue in the first six months of 1997 as compared to 30% in the same period of 1996 because of increased sales to Latin America and Australia and lower sales to North America. During the first six months of fiscal 1997 and 1996 the distribution of sales to Customer Premise Equipment (CPE) and Service Provider (SP) customers was approximately the same. There can be no assurance that the market for voice processing products will grow in future periods at its historical percentage rate or that certain market segments will not decline. Further, there can be no assurance that the Company will be able to increase or maintain its domestic or international market share in the future or to achieve historical growth rates. See "Certain Trends and Uncertainties". 6 Gross margin was 56.5%, 55.4% and 59.4% of net revenue in the second quarter of fiscal 1997, the second quarter of 1996, and the first quarter of 1997, respectively. Gross margins increased in the second quarter over the prior year's second quarter because of lower retrofit costs, reduced inventory obsolescence provisions as the Company completed its transition to the Series 6 product operating system, and increased margins on system expansions, offset by increased service expenses. The lower gross margin in the second quarter as compared to the first quarter of fiscal 1997 reflects lower sales of large systems and system expansions products which typically carry higher than average margins. This reduction in margins was partially offset by lower inventory provisions and freight expenses. Gross margin for the first six months of fiscal 1997 was 58.0% of net revenue as compared to 57.9% for the first six months of fiscal 1996. This comparison reflects offsetting effects of reduced margins on system expansion sales and services offset by a favorable margin impact of lower retrofit expenses and freight costs. See "Certain Trends and Uncertainties." Research and development (R&D) expenses increased 10% in the second quarter of fiscal 1997 as compared to the corresponding quarter of 1996 and were 4% below the R&D expenses for the first quarter of fiscal 1997. The increase in R&D expenses reflects general expansion of the Company's engineering and product development programs including increased staffing and depreciation expenses. The reduction in the second quarter spending levels as compared to the first quarter reflects primarily expense control actions taken during the second quarter to reduce travel and outside services. R&D expenses represented 22%, 20%, and 20% of net revenue in the second quarter of 1997, the second quarter of 1996, and the first quarter of 1997, respectively. Research and development expenses increased 17% in the first six months of fiscal 1997 as compared to the first six months of fiscal 1996 and represented 21% and 20% of net revenues for each respective period. This increase in R&D expense resulted from higher employee costs including salaries and benefits resulting from increased headcount, increased costs of outside consultants and services, and increased facilities expenses. The Company believes that ongoing development of new products and features is required to maintain and enhance its competitive position. The Company expects to continue to invest in R&D and therefore these expenses are expected to be maintained at the current levels or to increase moderately, notwithstanding the level of sales realized in future quarters. Accordingly, while the Company expects to control expenses where possible in forthcoming quarters, its R&D expenses may continue to increase. Selling, general and administrative (SG&A) and other expenses increased 48% in the second quarter of fiscal 1997 as compared to the corresponding quarter of 1996 and were 46% above the first quarter of fiscal 1997. These increases in expenses resulted primarily from charges taken in the second quarter of approximately $3.6 million which represented $2.4 million in restructuring charges and $1.2 million in expenses associated with the proposed acquisition of Voice-Tel Enterprises and Voice-Tel Network ("Voice-Tel") which was terminated in the second quarter of fiscal 1997. In addition, SG&A expenses increased approximately $1.4 million in the second quarter of fiscal 1997 over the same quarter of fiscal 1996 and were 12% over those incurred in the first fiscal quarter of 1997. These increases consisted primarily of increased compensation, 7 travel, and outside services in sales and marketing. SG&A and other expenses represented 62%, 43%, and 38% of net revenue in the second quarter of 1997, the second quarter of 1996, and the first quarter of fiscal 1997, respectively. Selling, general and administrative (SG&A) and other expenses for the first six months of fiscal 1997 were up 28% over the prior year six month period and represented 49% and 42% of net revenues for the respective periods. This increase in expenses reflects the same reasons as noted in the previous paragraph, namely, the impact of the other operating expense charges taken in the second quarter and the increases in the sales and marketing expenses. The Company believes continued investments in sales and customer support, particularly in export markets, are essential to maintaining its competitive position. The Company expects to continue to invest in SG&A. Therefore, SG&A expenses are expected to be maintained at the current levels or to increase moderately, after deducting the unusual second quarter other operating expense charges. The Company did not record an income tax benefit at the domestic statutory tax rate for the second quarter and first six months of fiscal 1997 and 1996. Realization of the deferred tax benefits of the tax net operating loss carryforwards resulting from the loss incurred are dependent upon future taxable income, the amount and timing of which are uncertain. Accordingly, a valuation allowance has been established to fully offset the deferred tax assets resulting from the loss incurred. The tax provision recorded for the first six months of fiscal 1997 and 1996 relates to anticipated current foreign taxes payable. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents and short-term investments at May 3, 1997 were $40.5 million, decreasing $0.8 million from the February 1, 1997 balance of $41.3 million and decreasing $1.6 million from the year end balance of $42.1 million. For the first six months ended May 3, 1997 the net cash generated from operating activities was $2.5 million. Trade receivables at the end of the second fiscal quarter decreased $2.4 million from the year end balances primarily due to reduced revenues in the second quarter as compared to the last quarter in fiscal 1996. Days sales outstanding (computed using quarterly revenues) were 91 days in the second quarter as compared to 86 days at end of fiscal 1996. This increase in days sales outstanding was primarily due to a larger percentage of quarterly shipments occurring in the last month of the second quarter as compared to the last month in the prior fiscal year. Inventory levels at May 3, 1997 were $0.4 million lower than the year end balance. The Company expects investments in receivables and inventories will continue to represent a significant portion of working capital. During the first six months ended May 3, 1997, the Company made approximately $4.9 million in capital expenditures. These expenditures consisted primarily of purchases of computer equipment, software, and engineering lab equipment. The Company currently expects to spend approximately $9.0 million for capital equipment during fiscal 1997. On April 15, 1997 the Company's Board of Directors authorized a stock repurchase program whereby up to 1 million shares of its Common Stock may be repurchased in the open market from time-to-time. The 8 Company presently believes, notwithstanding its accumulated deficit, that its existing cash and short-term investments and amounts available under its line of credit and lease credit arrangements, will be sufficient to support the Company's working capital, capital equipment purchase requirements, and stock repurchase program at least through fiscal 1997. The Company's principal sources of liquidity as of May 3, 1997 consisted of $40.5 million of cash and cash equivalents and short-term investments and $20.0 million available under the Company's bank line of credit which expires April 29, 1998. This bank line requires the Company to maintain certain financial ratios, minimum working capital, minimum tangible net worth, and financial performance, and requires the bank's consent for the payment of cash dividends. The Company is in compliance with this agreement and there were no borrowings outstanding under the bank line as of May 3, 1997. CERTAIN TRENDS AND UNCERTAINTIES The Company has in the past experienced and will likely in the future experience substantial fluctuations in quarterly operating results. The Company generally has no long-term order commitments from its customers, and a significant portion of bookings and shipments in any quarter have historically occurred near the end of the quarter. Accordingly, the Company has historically operated with very little backlog, and net revenue has been difficult to predict. In addition, the portion of backlog shippable in the next quarter varies over time. As a result, revenue in future quarters will depend largely on the level of orders received during such quarters. If new order bookings do not meet expected levels, or if the Company experiences delays in shipments at the end of a quarter, operating results will be adversely affected, and these developments may not become apparent to the Company until near or at the end of a quarter. Net revenue can also be affected by product sales mix, distribution mix, the size and timing of customer orders and shipments, customer returns and reserves provided therefor, competitive pricing pressures, the effectiveness of key distributors in selling the Company's products, changes in distributor inventory levels, the timing of new product introductions by the Company and its competitors, regulatory approvals, and the availability of components for the Company's products, each of which is difficult to predict accurately. Each of such factors has in the past affected the Company's revenue. A significant portion of the Company's net revenue is attributable to a limited number of customers. The Company's top five customers, representing a combination of major distributors and service providers, accounted for approximately 40%, 39% and 35% of the Company's net revenue in the second quarter of fiscal 1997, the second quarter of fiscal 1996, and fiscal 1997 to date, respectively, although the Company's five largest customers were not the same in these three periods. The Company has no long-term order commitments from any of its customers. Any material reduction in orders from one or more of such customers or the cancellation or deferral of any significant portion of backlog could have an adverse effect on net revenue and operating results. Such concentration of sales typically results in a corresponding concentration of accounts receivable. Although the Company has established reserves for uncollectible accounts, the inability 9 of any large customer to pay the Company could have a material adverse impact on the Company's financial position, results of operations and cash flows. Approximately 55% of the Company's sales in the second fiscal quarter ended May 3, 1997 consisted of sales outside of the United States. The Company's international sales are subject to a number of additional risks generally associated with international sales, including the effect on demand for the Company's products in international markets as the results of any strengthening or weakening of the U.S. dollar, the effect of currency fluctuations on consolidated multinational financial results, state imposed restrictions on the repatriation of funds, import and export duties and restrictions, the need to modify products for local markets, and the logical difficulties of managing multinational operations. The Company's gross margin can be affected by a number of factors, including changes in product, distribution channel and customer mix, cost and availability of parts and components, royalty obligations to suppliers of licensed software, provisions for warranty, retrofits, and excess and obsolete inventory, customer returns, and competitive pressures on pricing. The Company has experienced increasing competitive pricing pressure in its international service provider markets and expects this pricing pressure to continue. Further, distributors purchase products at discounts, and the Company's margins can therefore vary depending upon the mix of distributor and direct end user sales in any particular fiscal period. The Company anticipates that its sales mix will continue to fluctuate in future periods. The Company's future success will depend in part upon the ability of the Company to continue to introduce new features and products as the Company's markets evolve, new technologies become available, and customers demand additional functionality. The Company's competitors continue to add functionality to their products, and any failure by the Company to introduce in a timely manner new products and features that meet customer requirements would adversely affect the Company's operating results and cash flows. The Company's ability to develop such new products and features depends in large measure on its ability to hire and retain qualified technical talent and outside contractors in highly competitive markets for such services. There can be no assurance that the Company's product development efforts will be successful, or that it will be able to introduce new products in a timely manner. Any material additional delays in the introduction and market acceptance of such products would be adverse to the Company's business. Moreover, customers' expectations of the introduction of new products by the Company or its competitors can adversely affect sales of current products. In addition, upon the introduction of new products, the Company could be subject to higher customer returns with respect to prior generations of products, which could adversely affect the Company's financial position, operating results and cash flows. The Company presently uses third parties to perform printed circuit board and subsystem assembly. In addition, although the Company has not experienced significant problems with third-party manufacturers in the past, there can be no assurance that such problems will not develop in the future. Although the Company generally uses standard parts and components for its products, certain microprocessors, line cards, application cards and other semiconductor devices and other components are available from sole sources. Other components, including power supplies, disk 10 drives, certain other semiconductor devices and subcontracted line card assemblies, are presently available or acquired from a single source or from limited sources. The Company has been notified by suppliers that certain components will no longer be manufactured. To date, the Company has been able to obtain adequate supplies of these components in a timely manner from existing sources or, when necessary, from alternative sources of supply although such alternatives have resulted in increased costs to the Company. However, the inability to develop such alternative sources if and as required in the future, to obtain sufficient sole or limited source components as required, or to locate alternatives to discontinued parts would have a material adverse affect on the Company's operating results and cash flows. In addition, the Company's products are dependent on the QNX software operating system, a multitasking, real-time operating system for Intel microprocessor-based computers. In future periods, the Company's products may become increasingly dependent on software licensed from third party suppliers. There can be no assurance such licenses will continue to be available to the Company as needed or at commercially reasonable prices. In recent years, stock markets have experienced extreme price and volume trading volatility. This volatility has had a substantial effect on the market prices of securities of many high technology companies for reasons frequently unrelated to the operating performance of the specific companies. These broad markets fluctuations may adversely affect the market price of the Company's common stock. In addition, the trading price of the Company's common stock could be subject to wide fluctuations in response to quarter-to-quarter variations in operating results, announcements of new products or technological innovations by the Company or its competitors, and general conditions in the computer and communications industries. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Stockholders of the Company was held on March 24, 1997 (the "Annual Meeting"), at which there were 6,978,000 shares of common stock issued and outstanding and entitled to vote. The vote of holders of record of shares of the Company's common stock outstanding at the close of business on January 24, 1997 was solicited by proxy pursuant to Regulation 14A under the Securities Exchange Act of 1934. 11 (b) The following persons were elected Class II directors at the Annual Meeting to serve three-year terms expiring in 2000: VOTE -------------------------------------- For Against Abstain --------- --------- ----------- Dean O. Morton 6,246,159 0 354,405 David S. Lee 6,248,721 0 351,843 The other directors of the Company whose terms continue are James H. Boyle, George H. Sollman, James F. Gibbons, and J. Michael Jarvis. (c) At the Annual Meeting, stockholders approved the following matters by the vote indicated: VOTE -------------------------------------- For Against Abstain --------- --------- ----------- Approval of the adoption of the Centigram 1997 Stock Plan 1,952,008 1,319,590 47,143 Approval of an amendment of the Centigram 1991 Employee Stock Purchase Plan to increase the number of shares of Common Stock reserved for issuance thereunder from 575,000 shares to 675,000 shares. 2,385,690 1,155,361 25,840 Ratification of appointment of Ernst & Young LLP independent auditors for Fiscal 1997 6,522,566 51,053 26,945 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11.1 Statement of Computation of Net Loss Per Share. 27.1 Financial Data Schedule. (b) Reports on Form 8-K There were no reports filed on Form 8-K during the quarter ended May 3, 1997. 12 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. CENTIGRAM COMMUNICATIONS CORPORATION (Registrant) Date: June 16, 1997 By: /s/ Dennis P. Wolf -------------------------------------- Dennis P. Wolf Sr. Vice President and Chief Financial Officer 13 EX-11.1 2 EXHIBIT 11.1 EXHIBIT 11.1 Centigram Communications Corporation Statement of Computation of Net Loss Per Share (In thousands, except per share data - unaudited)
Quarter Ended Six Months Ended May 3, April 27, May 3, April 27, 1997 1996 1997 1996 ---------- ---------- ---------- --------- Net loss $ (6,304) $ (1,311) $ (5,624) $ (804) ---------- ---------- ---------- --------- ---------- ---------- ---------- --------- Computation of common and common equivalent shares outstanding: Common stock 6,994 6,806 6,977 6,767 Stock options - - - - ---------- ---------- ---------- --------- Common and common equivalent shares used in computing per share amounts 6,994 6,806 6,977 6,767 ---------- ---------- ---------- --------- ---------- ---------- ---------- --------- Net loss per share $ (.90) $ (.19) $ (.81) $ (.12) ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
- ------------------- Fully diluted computation not presented since such amount differs by less than 3% of the net per share amounts shown above. 14 EX-27.1 3 EXHIBIT 27.1
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S SECOND FISCAL QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS NOV-01-1997 NOV-03-1996 MAY-03-1997 10,327 30,183 26,072 789 11,067 80,107 40,976 26,082 98,553 19,895 0 0 0 7 78,646 98,553 52,812 52,812 22,182 22,182 37,242 0 0 (5,548) 76 (5,624) 0 0 0 (5,624) (0.81) (0.81)
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