United States

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


FORM 10-Q

 


 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the thirteen weekthirteen-week period ended: December 29, 2006September 28, 2007

OR

 

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

 


C-COR Incorporated

(Exact Name of Registrant as Specified in Charter)

 


 

Pennsylvania 0-10726 24-0811591

(State or Other Jurisdiction of

of Incorporation)

 (Commission File Number) 

(IRS Employer

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)

 


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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:  ¨    Accelerated filer:  x    Non-accelerated filer:  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  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 practicable date.

Common Stock, $.05 Par Value – 48,809,68450,293,140 shares outstanding as of January 26,October 19, 2007.

 



C-COR Incorporated

 

   Page

Part I — FINANCIAL INFORMATION

  

Item 1. Financial Statements

  

Report of Independent Registered Public Accounting Firm

  23

Condensed Consolidated Balance Sheets:


As of December 29, 2006September 28, 2007 and June 30, 2006

3

Condensed Consolidated Statements of Operations:29, 2007

Thirteen Weeks Ended December 29, 2006 and December 23, 2005

  4

Condensed Consolidated Statements of Operations:

Twenty-Six
Thirteen Weeks Ended DecemberSeptember 28, 2007 and September 29, 2006 and December 23, 2005

  5

Condensed Consolidated Statements of Cash Flows:

Twenty-Six
Thirteen Weeks Ended DecemberSeptember 28, 2007 and September 29, 2006 and December 23, 2005

  6

Notes to Condensed Consolidated Financial Statements

  7-167-15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  17-2516-23

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  2624

Item 4. Controls and Procedures

  2624

Part II — OTHER INFORMATION

  

Item 1A. Risk Factors

  27

Item 4. Submission of Matters to a Vote of Shareholders

2725-27

Item 6. Exhibits

  27

Signatures

  28


Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

C-COR Incorporated:

We have reviewed the condensed consolidated balance sheet of C-COR Incorporated and subsidiaries as of December 29, 2006,September 28, 2007, and the related condensed consolidated statements of operations for the thirteen week and twenty-six week periods ended December 29, 2006 and December 23, 2005, and the related condensed consolidated statements of cash flows for the twenty-six weekthirteen-week periods ended DecemberSeptember 28, 2007 and September 29, 2006 and December 23, 2005.2006. These condensed consolidated financial statements are the responsibility of the Company'sCompany’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of C-COR Incorporated and subsidiaries as of June 30, 2006,29, 2007, and the related consolidated statements of operations, cash flows, and shareholders'shareholders’ equity for the year then ended (not presented herein); and in our report dated September 12, 2006,11, 2007, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of June 30, 2006,29, 2007, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ KPMG LLP

Harrisburg, Pennsylvania

FebruaryNovember 6, 2007

2


PART I. FINANCIAL INFORMATION

 

Item 1.Financial Statements

C-COR Incorporated

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

  December 29,
2006
 

June 30,

2006

   

September 28,

2007

 

June 29,

2007

 

ASSETS

      

Current assets

      

Cash and cash equivalents

  $64,331  $53,279   $60,968  $54,913 

Restricted cash

   4,063   1,409    4,404   2,563 

Marketable securities

   10,244   7,649    71,508   53,453 

Accounts receivable, net

   54,892   49,188 

Accounts receivable

   42,021   63,375 

Unbilled receivables

   2,944   3,308    1,890   2,268 

Inventories

   33,696   25,437    23,817   28,150 

Deferred costs

   6,814   4,555    9,116   8,476 

Assets held for sale

   —     303 

Other current assets

   3,651   4,239    4,415   4,935 
              

Total current assets

   180,635   149,367    218,139   218,133 

Property, plant, and equipment, net

   19,943   20,074    19,594   19,381 

Goodwill

   131,148   131,209    128,610   128,825 

Other intangible assets, net

   3,477   5,135    1,216   1,849 

Deferred taxes

   424   497    458   778 

Other long-term assets

   5,077   6,847    6,507   7,754 
              

Total assets

  $340,704  $313,129   $374,524  $376,720 
              

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities

      

Accounts payable

  $30,106  $25,796   $18,553  $20,699 

Accrued liabilities

   29,875   26,423    23,649   31,291 

Deferred revenue

   26,603   19,674    28,074   32,534 

Deferred taxes

   999   374    194   219 

Liabilities held for sale

   —     415 

Current portion of long-term debt

   382   299    391   384 
              

Total current liabilities

   87,965   72,981    70,861   85,127 

Long-term debt, less current portion

   36,160   35,966    35,870   35,968 

Deferred revenue

   1,778   2,705    3,393   3,892 

Deferred taxes

   2,803   2,986    5,806   5,234 

Other long-term liabilities

   4,645   3,624    6,280   5,587 
              

Total liabilities

   133,351   118,262    122,210   135,808 
              

Commitments and contingencies

   

Commitments and contingencies (See Note 14)

   

Shareholders’ equity

      

Preferred stock, no par value; authorized shares of 2,000,000; none issued

   —     —      —     —   

Common stock, $.05 par value; authorized shares of 100,000,000; issued shares of 52,030,930 as of December 29, 2006 and 51,653,206 as of June 30, 2006

   2,602   2,583 

Common stock, $.05 par value; authorized shares of 100,000,000; issued shares of 53,934,050 at September 28, 2007 and 53,548,951 at June 29, 2007

   2,697   2,677 

Additional paid-in capital

   387,615   383,362    406,010   400,185 

Accumulated other comprehensive income

   6,130   5,362    7,206   6,400 

Accumulated deficit

   (154,601)  (162,047)   (129,207)  (133,958)

Treasury stock at cost, 3,645,046 shares as of December 29, 2006 and June 30, 2006

   (34,393)  (34,393)

Treasury stock at cost, 3,644,980 shares at September 28, 2007 and June 29, 2007

   (34,392)  (34,392)
              

Shareholders’ equity

   207,353   194,867 

Total shareholders’ equity

   252,314   240,912 
              

Total liabilities and shareholders’ equity

  $340,704  $313,129   $374,524  $376,720 
              

See notes to condensed consolidated financial statements.

3


C-COR Incorporated

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

   Thirteen Weeks Ended 
   December 29,
2006
  December 23,
2005
 

Net sales:

   

Products

  $51,916  $36,404 

Content and operations management systems

   15,871   17,617 

Services

   12,347   12,647 
         

Total net sales

   80,134   66,668 
         

Cost of sales:

   

Products

   31,085   23,719 

Content and operations management systems

   5,908   9,444 

Services

   11,480   10,859 

Excess and obsolete inventory charge

   —     1,622 
         

Total cost of sales

   48,473   45,644 
         

Gross margin

   31,661   21,024 
         

Operating expenses:

   

Selling and administrative

   15,896   18,160 

Research and product development

   8,308   9,972 

Amortization of other intangibles

   829   1,278 

Impairment of long-lived assets

   —     5,330 

Restructuring charge

   461   1,367 
         

Total operating expenses

   25,494   36,107 
         

Income (loss) from operations

   6,167   (15,083)

Other income (expense), net:

   

Interest expense

   (365)  (329)

Investment income

   800   317 

Foreign exchange gain (loss)

   114   (113)

Other income, net

   14   235 
         

Income (loss) before income taxes

   6,730   (14,973)

Income tax expense

   867   738 
         

Net income (loss)

  $5,863  $(15,711)
         

Net income (loss) per share:

   

Basic

  $0.12  $(0.33)

Diluted

  $0.12  $(0.33)

Weighted average common shares and common share equivalents:

   

Basic

   48,248   47,867 

Diluted

   52,031   47,867 

See notes to the condensed consolidated financial statements.
   Thirteen Weeks Ended 
   September 28,
2007
  September 29,
2006
 

Net sales:

   

Products

  $51,999  $46,037 

Content and operations management systems

   19,006   12,744 

Services

   922   1,585 
         

Total net sales

   71,927   60,366 
         

Cost of sales:

   

Products

   31,966   29,201 

Content and operations management systems

   7,869   4,618 

Services

   906   974 
         

Total cost of sales

   40,741   34,793 
         

Gross margin

   31,186   25,573 
         

Operating expenses:

   

Selling and administrative

   17,024   14,397 

Research and product development

   8,681   7,200 

Amortization of other intangibles

   633   829 

Loss on sale of product lines

   —     245 

Restructuring costs

   205   400 
         

Total operating expenses

   26,543   23,071 

Income from operations

   4,643   2,502 

Other income (expense), net:

   

Interest expense

   (341)  (360)

Investment income

   1,506   695 

Foreign exchange gain

   527   30 

Other income, net

   102   71 
         

Income before income taxes

   6,437   2,938 

Income tax expense

   911   764 
         

Income from continuing operations

   5,526   2,174 

Discontinued operations, net of tax:

   

Loss from discontinued operations

   (536)  (591)
         

Total discontinued operations, net of tax

   (536)  (591)
         

Net income

  $4,990  $1,583 
         

Net income (loss) per share—basic:

   

Continuing operations

  $0.11  $0.04 

Discontinued operations

   (0.01)  (0.01)
         

Net income

  $0.10  $0.03 
         

Net income (loss) per share—diluted:

   

Continuing operations

  $0.11  $0.04 

Discontinued operations

   (0.01)  (0.01)
         

Net income

  $0.10  $0.03 
         

Weighted average common shares and common share equivalents:

   

Basic

   50,229   48,048 

Diluted

   53,916   48,529 
See notes to condensed consolidated financial statements. 

4


C-COR Incorporated

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

   Twenty-Six Weeks Ended 
   December 29,
2006
  December 23,
2005
 

Net sales:

   

Products

  $97,953  $77,187 

Content and operations management systems

   28,615   28,272 

Services

   23,152   24,703 
         

Total net sales

   149,720   130,162 
         

Cost of sales:

   

Products

   60,286   50,368 

Content and operations management systems

   10,526   13,929 

Services

   21,392   21,590 

Excess and obsolete inventory charge

   —     7,736 
         

Total cost of sales

   92,204   93,623 
         

Gross margin

   57,516   36,539 
         

Operating expenses:

   

Selling and administrative

   31,147   35,343 

Research and product development

   15,508   20,572 

Amortization of other intangibles

   1,658   2,794 

Impairment of long-lived assets

   —     5,330 

Loss on sale of product line

   245   —   

Restructuring charge

   861   1,750 
         

Total operating expenses

   49,419   65,789 
         

Income (loss) from operations

   8,097   (29,250)

Other income (expense), net:

   

Interest expense

   (725)  (649)

Investment income

   1,495   623 

Foreign exchange gain (loss)

   144   (247)

Other income, net

   85   302 
         

Income (loss) before income taxes

   9,096   (29,221)

Income tax expense

   1,650   1,318 
         

Net income (loss)

  $7,446  $(30,539)
         

Net income (loss) per share:

   

Basic

  $0.15  $(0.64)

Diluted

  $0.15  $(0.64)

Weighted average common shares and common share equivalents:

   

Basic

   48,153   47,836 

Diluted

   48,865   47,836 

See notes to the condensed consolidated financial statements.

5


C-COR Incorporated

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

  Twenty-Six Weeks Ended   Thirteen Weeks Ended 
  December 29,
2006
 December 23,
2005
   

September 28,

2007

 September 29,
2006
 

Operating Activities:

      

Net income (loss)

  $7,446  $(30,539)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

   

Depreciation and amortization

   4,646   6,170 

Net income

  $4,990  $1,583 

Adjustments to reconcile net income to net cash provided by operating activities:

   

Depreciation, amortization and accretion

   1,652   2,239 

Stock-based compensation

   2,046   2,357    2,811   1,056 

Impairment charges

   —     5,330 

Loss on sale of property, plan and equipment

   112   —   

Loss on sale of product line

   245   —      —     245 

Deferred income tax

   643   666 

Other, net

   38   402    62   15 

Changes in operating assets and liabilities, net of effect of acquisition and divestitures:

      

Receivables

   (4,864)  7,906    21,754   (3,144)

Inventories

   (8,159)  13,620    4,336   (248)

Accounts payable

   4,149   (13,971)   (2,233)  (1,107)

Accrued liabilities and deferred revenue

   10,035   (253)   (12,130)  6,142 

Deferred income tax

   410   1,195 

Other

   (2,697)  (62)   (9)  (2,441)
              

Net cash provided by (used in) operating activities

   13,407   (7,845)

Net cash provided by operating activities

   21,876   5,006 
              

Investing Activities:

      

Purchase of property, plant, and equipment

   (2,554)  (3,796)   (1,645)  (1,698)

Proceeds from the sale of property, plant and equipment

   30   69 

Proceeds from maturities of marketable securities and other short-term investments

   1,497   15,674 

Purchase of marketable securities and other short-term investments

   (4,058)  (11,974)

Proceeds from sale and maturities of marketable securities and other investments

   24,535   3,560 

Purchase of marketable securities and other investments

   (42,126)  (4,574)

Proceeds from the sale of product line

   388   —      —     388 

Acquisitions, net of cash acquired

   —     (26)
              

Net cash used in investing activities

 �� (4,697)  (53)   (19,236)  (2,324)
              

Financing Activities:

      

Payment of debt and capital lease obligations

   (183)  (81)   (92)  (77)

Proceeds from financing arrangements

   —     447 

Proceeds from issuance of common stock to employee stock purchase plan

   35   86    28   16 

Proceeds from exercise of stock options and stock warrants

   2,191   477    3,005   784 

Purchase of treasury stock

   —     8 
              

Net cash provided by financing activities

   2,043   490    2,941   1,170 
              

Effect of exchange rate changes on cash

   299   (157)   474   160 
              

Increase (decrease) in cash and cash equivalents

   11,052   (7,565)

Increase in cash and cash equivalents

   6,055   4,012 

Cash and cash equivalents at beginning of period

   53,279   43,320    54,913   44,658 
              

Cash and cash equivalents at end of period

  $64,331  $35,755   $60,968  $48,670 
              

Supplemental cash flow information:

      

Non-cash investing and financing activities

      

Fair value adjustment of available-for-sale securities

  $29  $17   $31  $22 

Capital lease obligation

   —     258 

Purchase of assets under equipment financing agreements

   471   —   

See notes to condensed consolidated financial statements

6


C-COR Incorporated

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, in the opinion of management of C-COR Incorporated (the Company), contain all adjustments (consisting only of normal, recurring adjustments except as noted) necessary to fairly present the Company’s consolidated financial position as of December 29, 2006September 28, 2007 and the consolidated results of operations for the thirteen week and twenty-six weekthirteen-week periods ended DecemberSeptember 28, 2007 and September 29, 2006 and December 23, 2005.2006. Operating results for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006September 28, 2007 are not necessarily indicative of the results that may be expected for the year ending June 29, 200727, 2008 due to the cyclical nature of the industry in which the Company operates, timing of recognizing revenues from the sale of certain content and operations management systems, fluctuations in currencies related to intercompany foreign currency transactions where settlement is anticipated, and changes in overall conditions that could affect the carrying value of the Company’s assets and liabilities. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 200629, 2007 (fiscal year 2006)2007).

During the fourth quarter of fiscal year 2007, the Company sold certain assets and liabilities related to the Company’s field services business which was a component of its Network Services business segment. In accordance with Statement of Financial Accounting Standards (SFAS) No. 144 (Statement 144) “Accounting for the Impairment or Disposal of Long-Lived Assets,” the field services operations were classified as discontinued operations for all periods presented.

On September 23, 2007, the Company entered into an Agreement and Plan of Merger with ARRIS Group, Inc. (“ARRIS”), pursuant to which the Company will merge with a subsidiary of ARRIS and become a wholly owned subsidiary of ARRIS (see Note 4).

2. DESCRIPTION OF BUSINESS

The Company is a global provider of integrated, end-to-end network solutions that include access and transport products, content and operations management systems, and technicalprofessional services for two-way hybrid fiber coax broadband networks.networks delivering video, voice, and data. The Company operates in twoone industry segments: Broadband Systems Solutionssegment and Network Services.

TheBroadband Systems Solutions segment is responsible for the development, management, production, deployment, support and sale of unified solutions for delivering voice, video and data services over complex networks for residential and business subscribers, including:subscribers. The Company’s product categories are as follows:

 

Network infrastructure products, including the Company’s amplitude modulation headend/hub optical platform and line of optical nodes, and a full offering of radio frequency amplifiers, and

Access products and services, includes network infrastructure products, including the Company’s amplitude modulation headend/hub optical platform and line of optical nodes, and a full offering of radio frequency amplifiers, as well as professional services for engineering, design, and deployment of advanced applications over broadband networks, including network design, network integration, and consulting to a variety of customers.

 

Content and operations management systems, including

Content and operations management systems, includes software, and hardware, and support for the delivery of video on demand and digital advertising as well as application-oriented, operational support software for managing bandwidth and resource utilization, network and service assurance, and mobile workforce automation.

TheNetwork Services segment provides outsourced technical services for engineering, design, and deployment of advanced applications over broadband networks, including installation services, network design and engineering, network integration, outside plant and construction services, and consulting to a variety of customers.

For additional information regarding the Company’s reporting segments, see Note 15.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and financial reporting policies of the Company are in conformity with U.S. generally accepted accounting principles. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management has discussed the development and selection of the Company’s critical accounting estimates with the Audit Committee of the Company’s Board of Directors and the Audit Committee has reviewed the Company’s related disclosures. A detailed description of the Company’s significant accounting policies is set forth in the Notes to Consolidated Financial Statements in the Company’s Form 10-K for fiscal year 2006,2007, and is supplemented by the information below.

On June 30, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 provides recognition criteria and a related measurement model for tax positions taken by companies. In accordance with FIN 48, a tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position will be sustained upon examination. Tax positions that meet the more likely than not threshold are measured using a probability weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement (see Note 13).

Reclassifications and Revisions

Certain prior year amounts have been reclassified to conform to current year consolidated financial statement presentation.

The June 30, 2006 consolidated balance sheet was previously revised to reflect a reclassification of $8,621 from cash and cash equivalents to marketable securities due to certain securities having an original maturity greater than three months. This revision affected the condensed consolidated statement of cash flows for the thirteen-week period ending September 29, 2006. This revision did not affect the consolidated statement of operations for the fiscal year ended June 30, 2006.

7

The impact of reclassifications and revisions on the previously issued condensed consolidated statements of cash flows was as follows:


   As reported  Adjustment  

Adjusted

Balance

 

Statement of cash flows for the thirteen-week period ended September 29, 2006:

    

Net cash provided by operating activities

  $5,080  $(74) $5,006 

Net cash used in investing activities

   (1,402)  (922)  (2,324)

Net cash provided by financing activities

   723   447   1,170 

Effect of exchange rate changes on cash

   160   —     160 
             

Increase (decrease) in cash and cash equivalents

  $4,561  $(549) $4,012 

Cash and cash equivalents at beginning of period

   53,279   (8,621)  44,658 
             

Cash and cash equivalents at end of period

  $57,840  $(9,170) $48,670 
             

Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 establishes a recognition threshold and measurement for income tax positions recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 also prescribes a two-step evaluation process for tax positions. The first step is recognition and the second is measurement. For recognition, an enterprise judgmentally determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. If the tax position meets the more-likely-than-not recognition threshold, it is measured and recognized in the financial statements as the largest amount of tax benefit that is greater than 50% likely of being realized. If a tax position does not meet the more-likely-than-not recognition threshold, no benefit is recognized in the financial statements.

Tax positions that meet the more-likely-than-not recognition threshold at the effective date of FIN 48 may be recognized or, continue to be recognized, upon adoption of FIN 48. The cumulative effect of applying the provisions of FIN 48 is required to be reported as an adjustment to the opening balance of retained earnings for the fiscal year in which FIN 48 is adopted. FIN 48 will apply to fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact FIN 48 will have on its consolidated financial statements when it becomes effective for the Company in its fiscal year 2008 and is unable, at this time, to quantify the impact, if any, to the Company’s retained earnings at the time of adoption.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. This StatementSFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Earlier application is encouraged provided that the reporting entity has not yet issued financial statements for that fiscal year including financial statements for an interim period within that fiscal year. The Company is currently assessing SFAS No. 157 and has not yet determined the impact that the adoption of SFAS No. 157 will have on its results of operations and financial position when it becomes effective for the Company in fiscal year 2008.2009.

In September 2006,February 2007, the SecuritiesFASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Exchange Commission (SEC) released SEC Staff Accounting Bulletin No. 108, “ConsideringFinancial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the Effects of Prior Year Misstatements when Quantifying Misstatementsopportunity to mitigate volatility in Current Year Financial Statements,” (“SAB 108”), which addresses how uncorrected errors in previous years should be considered when quantifying errors in current-year financial statements. SAB 108 requires registrantsreported earnings caused by measuring related assets and liabilities differently without having to consider the effect of all carry over and reversing effects of prior-year misstatements when quantifying errors in current-year financial statements. SAB 108 does not change the SEC staff’s previous guidance on evaluating the materiality of errors. SAB 108 allows registrants to record the effects of adopting SAB 108 guidance as a cumulative-effect adjustment to retained earnings. This adjustment must be reported in the annualapply complex hedge accounting provisions. SFAS 159 is effective for financial statements of the firstissued for fiscal year endingyears beginning after November 15, 2006.2007. The Company is currently evaluatingassessing SFAS 159 and has not yet determined the impact SAB 108that the adoption of SFAS 159 will have on its consolidatedresults of operations and financial statements when it becomes effectiveposition.

4. PLAN OF MERGER

On September 23, 2007, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with ARRIS Group, Inc., a Delaware corporation (“ARRIS”), and Air Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of ARRIS (“Merger Sub”), whereby the Company will merge with and into Merger Sub, with Merger Sub as the surviving corporation (the “Merger”). Each issued and outstanding shares of the Company’s common stock will be converted into the right to receive either $13.75 in cash or 0.9642 share of ARRIS common stock, subject to adjustment based on the average closing price of ARRIS’ common stock prior to the closing of the Merger. Shareholders may elect to receive cash, ARRIS common stock or a combination of cash and ARRIS common stock in exchange for their shares of C-COR stock. The actual aggregate consideration received by shareholders of the Company will be 51% cash and 49% ARRIS common stock and C-COR shareholder elections will be pro-rated if necessary. In addition, all outstanding options to acquire C-COR common stock, the vesting of which will accelerate as a result of the Merger, will be converted into the right to acquire shares of ARRIS common stock.

The stock component of the merger consideration is subject to adjustment in the event that the average closing price of ARRIS’ common stock for the Companyten trading-day period ending three trading days prior to the closing date of the Merger (the “Average Closing Price”) is less than $12.83 or more than $15.69, provided, however, that no further adjustments will be made in the event the Average Closing Price is less than $11.41 or more than $17.11. The adjustments to the merger consideration can be made, at ARRIS’ option and subject to certain restrictions, in cash, shares of ARRIS common stock, or a combination of both.

ARRIS and C-COR have each made customary representations, warranties and covenants in the Agreement, including, among others, covenants to conduct their businesses in the ordinary course between the execution of the Agreement and the consummation of the Merger. ARRIS also has agreed to name one nominee of C-COR to the ARRIS board of directors as soon as practicable after the Merger is complete. The Merger is subject to the approval of Junethe shareholders of both ARRIS and C-COR, as well as the receipt of regulatory approvals, including clearance under the Hart-Scott-Rodino Act. On October 29, 2007, the Company announced that it has received early termination of the waiting period under the Hart-Scott Rodino Act. The Company has set November 7, 2007 as the record date and is unable, at this time,December 14, 2007 as the meeting date for the special meeting of its shareholders to quantifyapprove the impact, if any,merger.

In addition to the Company’s resultcustomary termination provisions, the Agreement provides that either ARRIS or C-COR may terminate the Agreement in the event that the Average Closing Price is less than $11.41. Upon the termination of operations, financial position and retained earnings at the timeAgreement under specified circumstances, ARRIS or C-COR, as the case may be, would be required to pay the other party a termination fee of adoption.$22,500. No termination fee would be payable by either party in the event that either party exercises their rights to terminate in the event that the Average Closing Price is less than $11.41.

4. RESTRUCTURING COSTS5. DISCONTINUED OPERATIONS

During the thirteen weekfourth quarter of fiscal year 2007, the Company sold certain assets and twenty-six week periodsliabilities of its field services operations, the operations of which were included as a component of the Company’s Network Services segment, to Source Broadband Solutions, LLC, a privately held business in Atlanta, Georgia. During the thirteen-week period ended December 29, 2006 and December 23, 2005,September 28, 2007, the Company incurred a loss from discontinued operations of $536 primarily related to customer claims, restructuring costs, to align its workforce, facilities and operatingcertain employee costs with current business opportunities. during the period.

6. RESTRUCTURING COSTS

For the thirteen week and twenty-six weekthirteen-week periods ended DecemberSeptember 28, 2007 and September 29, 2006, and December 23, 2005, restructuring costs by category for continuing operations were as follows:

 

   Thirteen Weeks Ended
   

December 29,

2006

  

December 23,

2005

Employee severance and relocation benefits

  $69  $927

Contractual obligations

   392   440
        

Total restructuring costs

  $461  $1,367
        

  Twenty-Six Weeks Ended  Thirteen Weeks Ended
  

December 29,

2006

  

December 23,

2005

  

September 28,

2007

  September 29,
2006

Employee severance and relocation benefits

  $167  $1,251  $38  $104

Contractual obligations

   694   499   167   296
            

Total restructuring costs

  $861  $1,750  $205  $400
            

8


For the thirteen weekthirteen-week period ended December 29, 2006,September 28, 2007, the Company recorded $461$205 of restructuring charges in continuing operations, representing employee severance benefits and contractual obligations, including leased facility and equipment costs, employee termination benefits associated with workforce reductions of two employees, and relocation benefits.costs.

The following table provides detail on the activity and remaining restructuring accrual balance by category as of December 29, 2006:September 28, 2007:

 

   

Restructuring

Accrual at

June 30,

2006

  

Restructuring
Charges in

Fiscal Year

2007

  

Net

Cash Paid

  

Restructuring

Accrual at

December 29,

2006

Employee severance and relocation benefits

  $1,626  $167  $(1,784) $9

Contractual obligations

   925   694   (463)  1,156
                

Total

  $2,551  $861  $(2,247) $1,165
                
   Restructuring
Accrual at
June 29, 2007
  

Continuing

Operations Charges

in Fiscal

Year 2008

  

Discontinued

Operations Charges

in Fiscal

Year 2008

  Net
Cash
Paid
  Restructuring
Accrual at
September 28,
2007

Employee severance and termination benefits

  $210  $38  $—    $(220) $28

Contractual obligations and other

   958   167   12   (416)  721
                    

Total

  $1,168  $205  $12  $(636) $749
                    

Amounts accrued as of December 29, 2006September 28, 2007 for employee severance and termination benefits will be paid out over bi-weekly periods during the thirdsecond quarter of fiscal year 2007. 2008.

Amounts related to contractual obligations relate to excess leased facilities and equipment, which will be paid over their remaining lease terms through 2014, unless terminated earlier.

5.7. INVENTORIES

Inventories as of December 29, 2006September 28, 2007 and June 30, 200629, 2007 consisted of the following:

 

  December 29,
2006
  June 30,
2006
  September 28,
2007
  

June 29,

2007

Finished goods

  $8,243  $7,026  $4,569  $7,646

Work-in-process

   2,186   1,808   2,180   3,136

Raw materials

   23,267   16,603   17,068   17,368
            

Total inventories

  $33,696  $25,437  $23,817  $28,150
            

6.

8. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $131,148 and $131,209 asAs of December 29, 2006September 28, 2007 and June 30, 2006, respectively. As of December 29, 2006 and June 30, 2006,2007, goodwill was allocated by segment as follows:

   

December 29,

2006

  

June 30,

2006

Business segment:

    

Broadband Systems Solutions

  $124,171  $124,232

Network Services

   6,977   6,977
        

Total

  $131,148  $131,209
        

$128,610 and $128,825, respectively. During the twenty-six weekthirteen-week period ended December 29, 2006,September 28, 2007, goodwill decreased $61,$215, which consisted of a decrease of $342$234 related to the divestitureutilization of certain operationsnet operating loss carryforwards, resulting in Bangalore, India, a decreasereversal of $61 related primarily to settlement of certain income tax contingencies and a valuation allowance reversalallowances associated with the acquisition of nCUBE Corporation,acquisitions, and an increase of $342$19 related to fluctuations in foreign currency exchange rates used to translate the goodwill related to foreign subsidiaries at the balance sheet date.

9


Other intangible assets as of December 29, 2006September 28, 2007 and June 30, 200629, 2007 consisted of the following:

 

  

December 29,

2006

 

June 30,

2006

   September 28,
2007
 

June 29,

2007

 

Cost of intangibles:

      

Purchased technology

  $13,412  $13,412   $13,412  $13,412 

Customer relationships

   5,010   5,010    5,010   5,010 

Covenants not-to-compete

   860   860    860   860 

Patents and trademarks

   1,200   1,200    1,200   1,200 
              

Total cost of intangibles

   20,482   20,482    20,482   20,482 
              

Less accumulated amortization:

      

Purchased technology

   (10,611)  (9,291)   (12,402)  (11,908)

Customer relationships

   (4,334)  (3,996)   (4,804)  (4,665)

Covenants not-to-compete

   (860)  (860)   (860)  (860)

Patents and trademarks

   (1,200)  (1,200)   (1,200)  (1,200)
              

Total accumulated amortization

   (17,005)  (15,347)   (19,266)  (18,633)
              

Total other intangible assets, net

  $3,477  $5,135   $1,216  $1,849 
              

7. LONG-TERM DEBT

During the twenty-six week period ended December 29, 2006, the Company obtained $447 of additional financing through a financing company for the purchase of machinery and equipment. The borrowings have a weighted average interest rate of 9.35%. Monthly payments of principal and interest of $9 are required through 2012. The borrowings under the financing agreement are collateralized by the equipment. The principal balance at December 29, 2006 was $423.

8.9. LETTER OF CREDIT AGREEMENT

Effective November 1, 2006,2007, the Company amended its credit agreement of November 5, 2004 (as amended, the “Agreement”“Credit Agreement”) with a bank for a $10,000 revolving letter of credit facility. Under the Credit Agreement, the $10,000 may be used solely for the issuance of letters of credit which must be fully cash collateralized at the time of issuance. The Company is required to maintain with the bank cash collateral of 102% of the amount that can be drawn on the issued letters of credit. This collateral can be drawn on upon the occurrence of any event of default under the Credit Agreement. The Credit Agreement contains standard event of default provisions, but no financial covenants. The Credit Agreement is committed through November 3, 2007.October 31, 2008. The applicable margin under the Credit Agreement is 0.65%, payable quarterly in arrears. In the event that a letter of credit is drawn upon, the interest rate for any unreimbursed drawing is the bank’s floating prime rate.

As of December 29, 2006,September 28, 2007, the aggregate amount of letters of credit issued under the Agreement was $4,049.$3,608. A cash compensating balance of $4,186$4,296 (includes interest earned on account) was funded as of December 29, 2006September 28, 2007 to secure the Company’s reimbursement obligation relating to the letters of credit (see note 13)Note 14).

9.

10. ACCRUED LIABILITIES

Accrued liabilities as of December 29, 2006September 28, 2007 and June 30, 200629, 2007 consisted of the following:

 

  

December 29,

2006

  

June 30,

2006

  September 28,
2007
  June 29,
2007

Accrued vacation expense

  $3,513  $3,541  $4,100  $4,169

Accrued salary expense

   2,042   2,170   2,793   2,362

Accrued incentive compensation expense

   5,500   —     1,283   5,607

Accrued employee benefit expense

   401   1,106   569   932

Accrued sales tax expense

   341   220   964   701

Accrued warranty expense

   5,710   5,319   5,603   5,500

Accrued workers’ compensation expense

   926   760   598   663

Accrued restructuring costs

   1,165   2,551   749   1,168

Accrued income taxes payable

   1,299   876   237   915

Accrued other

   8,978   9,880   6,753   9,274
            
  $29,875  $26,423  $23,649  $31,291
            

10


10. NET11. INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS

Basic net income (loss) per share from continuing operations is computed by dividing net income (loss)from continuing operations by the weighted average number of common shares outstanding. Diluted net income (loss)from continuing operations per share is computed by dividing net income (loss)from continuing operations by the weighted average number of common shares outstanding and potential common shares outstanding. Potential common shares result from the assumed exercise of outstanding stock options and warrants having a dilutive effect calculated under the treasury stock method using the average market price for the period and from the potential conversion of the Company’s 3.5% senior unsecured convertible notes, calculated under the if-converted method. In addition, in computing the dilutive effect of the convertible debt,notes, the net income (loss)from continuing operations is adjusted to add back the after-tax amount of interest and amortized debt issuance costs recognized in the period associated with the senior unsecured convertible debt.notes. Any potential shares that are antidilutive are excluded from the calculationeffect of diluted net income (loss)dilutive securities.

Income per share.

Net income (loss) per share from continuing operations is calculated as follows:

 

   Thirteen Weeks Ended 
   

December 29,

2006

  

December 23,

2005

 

Basic net income (loss) per share:

    

Net income (loss)

  $5,863  $(15,711)
         

Weighted average common shares outstanding

   48,248,090   47,867,169 

Basic net income (loss) per share

  $0.12  $(0.33)

Diluted net income (loss) per share:

    

Net income (loss)

  $5,863  $(15,711)
         

Interest and expense related to 3.5% senior unsecured convertible debt

   306   —   
         

Income (loss) for purposes of computing diluted net income (loss) per share

  $6,169  $(15,711)
         

Weighted average common shares outstanding

   48,248,090   47,867,169 

Plus:

    

Effect of stock options and warrants

   944,279   —   

3.5% senior unsecured convertible debt

   2,838,169   —   
         

Weighted average common shares and common share equivalents

   52,030,538   47,867,169 
         

Diluted net income (loss) per share:

  $0.12  $(0.33)
   Thirteen Weeks Ended
   

September 28,

2007

  September 29,
2006

Basic income per share from continuing operations:

    

Income from continuing operations

  $5,526  $2,174
        

Weighted average common shares outstanding

   50,229,304   48,047,973

Basic income per share from continuing operations

  $0.11  $0.04

Diluted income from continuing operations per share:

    

Income from continuing operations

  $5,526  $2,174

Interest and expense related to 3.5% senior unsecured convertible debt

   306   —  
        

Income for purposes of computing diluted income per share from continuing operations

  $5,832  $2,174
        

Weighted average common shares outstanding

   50,229,304   48,047,973

Plus effect of:

    

Stock options and warrants

   848,229   480,721

3.5% senior unsecured convertible debt

   2,838,168   —  
        

Weighted average common shares and common share equivalents

   53,915,701   48,528,694
        

Diluted income per share from continuing operations:

  $0.11  $0.04

For the thirteen weekthirteen-week periods ended DecemberSeptember 28, 2007 and September 29, 2006, and December 23, 2005, total potential common shares of 1,318,9243,841,197 and 9,027,395,6,143,852, respectively, were excluded from the diluted net income (loss) per share from continuing operations calculation because they were antidilutive.

   Twenty-Six Weeks Ended 
   

December 29,

2006

  

December 23,

2005

 

Basic net income (loss) per share:

    

Net income (loss)

  $7,446  $(30,539)
         

Weighted average common shares outstanding

   48,152,524   47,835,602 

Basic net income (loss) per share

  $0.15  $(0.64)

Diluted net income (loss) per share:

    

Net income (loss)

  $7,446  $(30,539)
         

Interest and expense related to 3.5% senior unsecured convertible debt

   —     —   
         

Income (loss) for purposes of computing diluted net income (loss) per share

  $7,446  $(30,539)
         

Weighted average common shares outstanding

   48,152,524   47,835,602 

Plus:

    

Effect of stock options and warrants

   712,500   —   

3.5% senior unsecured convertible debt

   —     —   
         

Weighted average common shares and common share equivalents

   48,865,024   47,835,602 
         

Diluted net income (loss) per share:

  $0.15  $(0.64)

For the twenty-six week periods ended December 29, 2006 and December 23, 2005, total potential common shares of 5,150,471 and 9,058,823, respectively, were excluded from the diluted net income (loss) per share calculation because they were antidilutive.

11


11.12. COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive income, net of tax, if applicable, are as follows:

 

  

December 29,

2006

  

June 30,

2006

   September 28,
2007
  

June 29,

2007

Unrealized gain (loss) on marketable securities

  $15  $(14)

Unrealized gain on marketable securities

  $41  $10

Foreign currency translation gain

   6,115   5,376    7,165   6,390
             

Accumulated other comprehensive income

  $6,130  $5,362   $7,206  $6,400
             

The components of comprehensive income (loss) for the thirteen week and twenty-six weekthirteen-week periods ended DecemberSeptember 28, 2007 and September 29, 2006 and December 23, 2005 are as follows:

 

   Thirteen Weeks Ended 
   

December 29,

2006

  

December 23,

2005

 

Net income (loss)

  $5,863  $(15,711)

Other comprehensive income (loss):

    

Unrealized gain (loss) on marketable securities

   7   (6)

Foreign currency translation gain (loss)

   443   (706)
         

Other comprehensive income (loss)

   450   (712)
         

Comprehensive income (loss)

  $6,313  $(16,423)
         

   Twenty-Six Weeks Ended 
   

December 29,

2006

  

December 23,

2005

 

Net income (loss)

  $7,446  $(30,539)

Other comprehensive income (loss):

    

Unrealized gain on marketable securities

   29   17 

Foreign currency translation gain (loss)

   739   (605)
         

Other comprehensive income (loss)

   768   (588)
         

Comprehensive income (loss)

  $8,214  $(31,127)
         
   Thirteen Weeks Ended
   

September 28,

2007

  September 29,
2006

Net income

  $4,990  $1,583

Other comprehensive income:

    

Unrealized gain on marketable securities

   31   22

Foreign currency translation gain

   775   296
        

Other comprehensive income

   806   318
        

Comprehensive income

  $5,796  $1,901
        

The Company accounts for certain intercompany loans that are denominated in foreign currencies as being permanent in nature, as settlement is not planned or anticipated in the foreseeable future. As such, foreign currency translation gains and losses related to these loans are excluded from net income (loss) and reported as a component of other comprehensive income (loss).

12


12.13. INCOME TAXES

The Company determines income taxes for each of the jurisdictions in which it operates. This determination involves estimating the Company'sCompany’s actual current income tax payable and assessing temporary differences resulting from differing treatment of items, such as reserves and accruals, for tax and accounting purposes. Deferred taxes arise due to temporary differences in the basisbases of assets and liabilities and from net operating loss and tax credit carryforwards. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company'sCompany’s statement of operations become deductible expenses under applicable income tax laws or net operating loss or tax credit carryforwards are utilized. Accordingly, realization of deferred tax assets is dependent on future taxable income against which these deductions, net operating losses and tax credits can be utilized. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Historical operating losses, scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies are considered in making this assessment.

In fiscal year 2006, the Company recognized deferred tax liabilities of $200 related to unremitted earnings of foreign subsidiaries that may be repatriated in the foreseeable future. Income taxes are not provided on the unremitted earnings of the Company’s foreign subsidiaries where such earnings have been indefinitely reinvested in its foreign operations. In future periods, deferred tax liabilities for domestic income tax and foreign withholding tax will be recognized for undistributed earnings and basis differences of foreign subsidiaries when the Company no longer intends to permanently reinvest such unremitted earnings.

As a result of cumulative losses the Company incurred in prior years, management previously recorded a valuation allowance against net deferred tax assets. The Company expects to maintain the valuation allowance on deferred tax assets until it can sustain a level of profitability in the applicable tax jurisdictions that demonstrates its ability to utilize these assets. As of December 29, 2006,September 28, 2007, a valuation allowance on substantially all of the deferred tax assets remains, except in certain foreign jurisdictions where the Company has been consistently profitable.

Income tax expense for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006September 28, 2007 arose primarily from the following: recognition of additional valuation allowance, current taxes paid or payable for federal alternative minimum tax, for which any credit is offset by a valuation allowance and state and foreign income tax in those jurisdictions where offsetting loss carryforwards are not available or are limited.limited, and from a decrease in valuation allowance due to the utilization of acquired net operating loss carryforwards for which the tax benefit is recorded as a decrease in goodwill.

In November 2005,

Effect of Recently Issued Accounting Standards

On June 30, 2007, the Company adopted the provisions of FASB issued Staff Position (“FSP”) FAS123(R)-3, “Transition Election toInterpretation No. 48, Accounting for theUncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 provides recognition criteria and a related measurement model for tax positions taken by companies. In accordance with FIN 48, a tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax Effectspositions are recognized only when it is more likely than not (likelihood of Share-Based Payment Awards”. This FSP requires an entity to follow either the transition guidance for the additional-paid-in-capital pool as prescribed in SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”greater than 50%), orbased on technical merits, that the alternative transition methodposition will be sustained upon examination. Tax positions that meet the more likely than not threshold are measured using a probability weighted approach as described in the FSP. An entitylargest amount of tax benefit that adopts SFAS 123(R) using the modified prospective application may make a one-time election to adopt the transition method described in this FSP. An entity may take up to one year from the lateris greater than 50% likely of its initial adoptionbeing realized upon settlement.

The total amount of SFAS No. 123(R) or the effective date of this FSP to evaluate its available transition alternatives and make its one-time election. The Company has elected the alternative transition method to establish the initial pool of excessunrecognized tax benefits which would be available to absorb tax deficiencies recognized subsequent to the adoption of SFAS 123R. The pool of excess tax benefits was determined to be zeroincluding interest and penalties, as of the date of adoption.adoption, was $4,242, of which $4,005 had been previously reserved under FASB Statement 5 and FASB Statement No. 109, prior to adoption of FIN 48. As a result of the implementation of FIN 48, the Company recognized a $237 increase in the liability, which was primarily related to an accrual for potential interest and penalties not previously accrued. The increase of $237 was accounted for as a reduction to retained earnings and a $159 increase to the non current tax liability, and a $78 increase was recorded as a current tax liability as it relates to anticipated audit settlements. In addition, there was a reduction of deferred tax assets and the corresponding valuation allowance of $4,005, which was reclassified to comply with FIN 48.

13.Included in the balance of unrecognized tax benefits at June 30, 2007, was $357 of tax benefits that, if recognized, would impact the effective tax rate. With regard to the unrecognized tax benefits at June 30, 2007, the Company believes that it is reasonably possible that such unrecognized tax benefits may decrease by $614 in the next 12 months due to anticipated audit settlements, the expiration of statutes of limitations, and other events.

The Company classifies interest and penalties related to unrecognized tax benefits in tax expense. The Company had $190 interest and penalties accrued at June 30, 2007. For the quarter ended September 28, 2007, there was no material change to the unrecognized tax benefits or the accrued interest and penalties.

The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With no material exceptions, the Company is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2002.

14. COMMITMENTS AND CONTINGENCIES

Letters of Credit and Bank Guarantees:

The Company has outstanding letters of credit and bank guarantees which are collateralized by restricted cash. As of December 29, 2006,September 28, 2007, the commitments and restricted cash associated with outstanding letters of credit and bank guarantees arewere as follows:

 

  As of December 29, 2006  As of September 28, 2007
  Outstanding
Commitments
  Restricted
Cash
  Outstanding
Commitments
  Restricted
Cash

Letters of credit issued under Agreement (see note 8)

  $4,049  $4,186

Letters of credit issued under Credit Agreement (see Note 9)

  $3,608  $4,296

Other letters of credit and bank guarantees

   641   641   760   769
            

Total

  $4,690  $4,827  $4,368  $5,065
            

Restricted cash reflected in condensed consolidated balance sheet as:

        

Restricted cash (current, as terms of commitment less than 12-months)

    $4,063    $4,404

Other long-term assets

     764     661
          

Total

    $4,827    $5,065
          

13


14.15. GUARANTEES

As of December 29, 2006,September 28, 2007, the Company did not have any outstanding guarantees, except for product warranties. The Company warrants its products against defects in materials and workmanship, generally for one-to-fiveone to five years depending upon product lines and geographic regions. A provision for estimated future costs related to warranty activities is recorded when the product is shipped, based upon historical experience of product failure rates and historical costs incurred in correcting product failures. In addition, from time to time, the recorded amount is adjusted for specifically identified warranty exposures when unforeseen technical problems arise.

Changes in the Company’s warranty liability during the twenty-six weekthirteen-week period ended December 29, 2006, areSeptember 28, 2007 is as follows:

 

Balance as of June 30, 2006

  $5,319 

Balance as of June 29, 2007

  $5,500 

Warranties issued during the period

   1,442    528 

Settlements made during the period

   (503)   (327)

Changes in the liability for pre-existing warranties during the period

   (548)   (98)
        

Balance as of December 29, 2006

  $5,710 

Balance as of September 28, 2007

  $5,603 
        

In the normal course of business, the Company is party to certain off-balance sheet arrangements, including indemnification obligations and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds (see Notes 89 and 13)14). Liabilities related to these arrangements are not reflected in the consolidated balance sheets, and the Company does not expect any material impact on its cash flows, results of operations or financial condition to result from these off-balance sheet arrangements.

The Company’s Network Services segment uses surety bonds to secure performance obligations as a contractor in various state and local jurisdictions. To the extent that surety bonds become unavailable, the Company would need to replace the surety bonds or seek to secure the bonds or the Company’s obligation to reimburse the surety with letters of credit, cash deposits, or other suitable forms of collateral. As of December 29, 2006, the Company had $1,752 of outstanding surety bonds.

The Company’s Broadband Systems Solutions segment licenses software to its customers under written agreements. Each agreement contains the relevant terms of the contractual arrangement with the customer, and generally includes provisions for indemnifying the customer against losses, expenses, and liabilities from damages that may be awarded against the customer in the event the software is found to infringe upon certain intellectual property rights of a third party. Each agreement generally limits the scope of and remedies for such indemnification obligations in a variety of industry-standard respects. The Company has not identified any losses that are probable under these provisions and, accordingly, no liability related to these indemnification provisions has been recorded.

15. SEGMENT INFORMATION16. GAIN ON LITIGATION JUDGMENT

On April 20, 2006, the Company received a payment of $8,021 as a settlement resulting from litigation against SeaChange International, Inc. for patent infringement. The “management approach” required under SFAS No. 131, “Disclosures About Segmentsaward included damages, enhanced damages, interest and a percentage of an Enterprise and Related Information,” has been used to present the following segment information. This approach is based upon the way the managementattorney fees. Portions of the award were subject to contractual agreements with two third parties that provided for payment to each third party of a portion of the award amount. The Company organizes segments within an enterprise for making operating decisions and assessing performance.

Prior torecorded a gain of $1,238, net of a recovery of attorney fees of $407, from the distribution as a component of other income in its consolidated statement of operations during the fourth quarter of its fiscal year ended June 30, 2006. An initial distribution of a portion of the award was made to one of the third parties on June 30, 2006 in the amount of $3,168. On September 28, 2007, a payment was made by the Company to the other third-party in the amount of $3,200 as final distribution of the funds received in the litigation judgment. The Company recorded an additional gain of $8 as of September 28, 2007.

17. LITIGATION AND PENDING OR THREATENED LITIGATION

On July 23, 2007, the Company reportedreceived correspondence from attorneys for the Adelphia Recovery Trust (“the Trust”), that the Company may have received $29,108 in transfers from Adelphia Cablevision, LLC (“Cablevision”), one of the Adelphia debtors, during the year prior to its filing of a chapter 11 petition on June 25, 2002 (the “Petition Date”). The correspondence further asserts that information obtained during the course of the Adelphia chapter 11 proceedings indicates that Cablevision was insolvent during the year prior to the Petition Date and, accordingly, the Trust intends to assert that the payments made to the Company were fraudulent transfers under section 548 (a) of the Bankruptcy Code that may be recovered for the benefit of Cablevision’s bankruptcy estate pursuant to section 550 of the Bankruptcy Code.

To date, no suit has been commenced by the Trust and the Company has requested documents supporting the Trust’s position which have not yet been provided. In the event suit is commenced, the Company intends to contest the case vigorously; however, it cannot be sure that it would be successful in its defense. The Company understands that a similar letter was received by other Adelphia suppliers and we may seek to enter into a joint defense agreement to share legal expenses if a suit is commenced. No estimate can be made of the possible range of loss, if any, associated with a resolution of these assertions, and, accordingly, the Company has not recorded a liability as of September 28, 2007. An unfavorable outcome of this matter could have a material adverse effect on the Company’s business, financial position and results of operations.

From time to time, the Company is a party to litigation and pending or threatened litigation that arise in the ordinary course of business. In the opinion of management, the ultimate resolution of these matters will not have a material effect on the Company’s business, its financial position or its results of operations based upon three operating segments: C-COR Access and Transport, C-COR Solutions, and C-COR Network Services. In an effort to improve operational efficiencies across the organization and reduce costs, the Company has reorganized aspects of its business and combined the C-COR Access and Transport and C-COR Solutions segment into the Broadband Systems Solutions segment. As a result, beginning in fiscal year 2007, the Company began reporting its results of operations based upon two operating segments: Broadband Systems Solutions and Network Services. Prior year segment data has been restated to reflect this change.

The following costs and asset categories are not allocated to segments and are reflected in the table as “unallocated items”:

Income tax expense (benefit); and

Identifiable assets of cash and cash equivalents, marketable securities and other short-term investments, and certain other long-term corporate assets

14operations.


Information about the Company’s industry segments for the thirteen week and twenty-six week periods ended December 29, 2006 and December 23, 2005 is as follows:

   Broadband
Systems
Solutions
  Network
Services
  Unallocated  Total 

Thirteen week period ended December 29, 2006:

      

Net sales

      

Products

  $51,916  $—    $—    $51,916 

Content and operation management systems

   15,871   —     —     15,871 

Services

   —     12,347   —     12,347 
                 

Total net sales

   67,787   12,347   —     80,134 

Depreciation and amortization

   2,226   107   —     2,333 

Income (loss) from operations

   6,402   (235)  —     6,167 

Income tax expense

   —     —     867   867 

Identifiable assets at December 29, 2006

   239,928   17,268   83,508   340,704 

Capital expenditures

   1,255   48   —     1,303 

Thirteen week period ended December 23, 2005:

      

Net sales

      

Products

  $36,404  $—    $—    $36,404 

Content and operation management systems

   17,617   —     —     17,617 

Services

   —     12,647   —     12,647 
                 

Total net sales

   54,021   12,647   —     66,668 

Depreciation and amortization

   2,880   116   —     2,996 

Income (loss) from operations

   (15,696)  613   —     (15,083)

Income tax expense

   —     —     738   738 

Identifiable assets at December 23, 2005

   216,949   23,514   55,987   296,450 

Capital expenditures

   1,403   133   —     1,536 

Twenty-six week period ended December 29, 2006:

      

Net sales

      

Products

  $97,953  $—    $—    $97,953 

Content and operation management systems

   28,615   —     —     28,615 

Services

   —     23,152   —     23,152 
                 

Total net sales

   126,568   23,152   —     149,720 

Depreciation and amortization

   4,430   216   —     4,646 

Income (loss) from operations

   8,704   (607)  —     8,097 

Income tax expense

   —     —     1,650   1,650 

Identifiable assets at December 29, 2006

   239,928   17,268   83,508   340,704 

Capital expenditures

   2,367   187   —     2,554 

Twenty-six week period ended December 23, 2005:

      

Net sales

      

Products

  $77,187  $—    $—    $77,187 

Content and operation management systems

   28,272   —     —     28,272 

Services

   —     24,703   —     24,703 
                 

Total net sales

   105,459   24,703   —     130,162 

Depreciation and amortization

   5,946   224   —     6,170 

Income (loss) from operations

   (30,133)  883   —     (29,250)

Income tax expense

   —     —     1,318   1,318 

Identifiable assets at December 23, 2005

   216,949   23,514   55,987   296,450 

Capital expenditures

   3,400   396   —     3,796 

15


The Company and its subsidiaries operate in various geographic areas. The table below presents the Company’s sales by geographic area:

   Thirteen Weeks Ended
   

December 29,

2006

  

December 23,

2005

Sales:

    

United States

  $66,928  $46,744

Europe

   9,235   14,005

Asia

   1,950   3,561

Canada

   396   721

Latin America

   1,625   1,637
        

Total

  $80,134  $66,668
        

   Twenty-Six Weeks Ended
   

December 29,

2006

  

December 23,

2005

Sales:

    

United States

  $123,856  $88,571

Europe

   17,239   28,267

Asia

   3,993   8,522

Canada

   935   1,545

Latin America

   3,697   3,257
        

Total

  $149,720  $130,162
        

16


Item 2.Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion addresses the financial condition of C-COR Incorporated (“C-COR”) as of December 29, 2006,September 28, 2007, and the results of our operations for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006,September 28, 2007, compared to the same periodsperiod of the prior fiscal year. This discussion should be read in conjunction with the Management’s Discussion and Analysis section for the fiscal year ended June 30, 2006,29, 2007, included in the Company’s Annual Report on Form 10-K.

Disclosure Regarding Forward-Looking Statements

Some of the information presented in this report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, the possibility that the pending merger with ARRIS Group, Inc. will not be consummated, our ability to develop and expand our product offerings, our continued investment in research and product development, fluctuations in network upgrade activity and the level of future network upgrade activity, both domestically and internationally, future capital spending in European markets being driven by upgrades made by telecommunication providers to their networks in response to increased competition for enhanced broadband services, fluctuations in the global demand for our products, servicescontent and software, future sales revenue of our segments, both domesticallyoperations management systems, and internationally,services, demand for our product line offerings in international markets, the effect of revenue levels in general, sales mix, competitive pricing, the timing of new product introductions and the timing of deployments of our content management and operational support software systems on our future overall gross margin, our expectation to maintain valuation allowances related to net tax benefits arising from temporary differences and operating loss carryforwards, our intention to continue our initiatives to achieve cost-effective operations, the adequacy of our cash and cash equivalent balances and our marketable securities to cover our operating cash requirements over the next 15 to 1824 months, statements relating to our business strategy and the effect of accounting pronouncements required to be adopted by the Company. Forward-looking statements represent our judgment regarding future events. Although we believe we have a reasonable basis for these forward-looking statements, we cannot guarantee their accuracy and actual results may differ materially from those anticipated due to a number of known and unknown uncertainties. Factors that could cause actual results to differ from expectations include, among others, capital spending patterns of the communications industry, our ability to develop new and enhanced products, the timing for scheduled completion of certain projects and customer acceptance requirements, continued industry consolidation, the development of competing technologies, the effect of increased competition from satellite providers and telephone companies on the capital spending budgets of our cable customers, changes in the credit profiles of major customers that would lead us to restrict new orders of products and services or record an increase in the allowance for doubtful accounts, timing of recognizing software revenues, changes in our sales mix, the effect of competitive pricing, an impairment of goodwill recorded on our balance sheet, the success of our initiatives to achieve cost-effective operations, our ability to convert our backlog into sales, and our ability to achieve our strategic objectives. For additional information concerning these and other important factors that may cause our actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by us with the Securities and Exchange Commission.

Plan of Merger

On September 23, 2007, we entered into an Agreement and Plan of Merger (the “Agreement”) with ARRIS Group, Inc., a Delaware corporation (“ARRIS”), and Air Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of ARRIS (“Merger Sub”), whereby the Company will merge with and into Merger Sub, with Merger Sub as the surviving corporation (the “Merger”). Each issued and outstanding share of our common stock will be converted into the right to receive either $13.75 in cash or 0.9642 share of ARRIS common stock, subject to adjustment based on the average closing price of ARRIS’ common stock prior to the closing of the Merger. Shareholders may elect to receive cash, ARRIS common stock or a combination of cash and ARRIS common stock in exchange for their shares of C-COR stock. The actual aggregate consideration received by shareholders of the Company will be 51% cash and 49% ARRIS common stock and C-COR shareholder elections will be pro-rated if necessary. In addition, all outstanding options to acquire our common stock, the vesting of which will accelerate as a result of the Merger, will be converted into the right to acquire shares of ARRIS common stock.

The stock component of the merger consideration is subject to adjustment in the event that the average closing price of ARRIS’ common stock for the ten trading-day period ending three trading days prior to the closing date of the Merger (the “Average Closing Price”) is less than $12.83 or more than $15.69, provided, however, that no further adjustments will be made in the event the Average Closing Price is less than $11.41 or more than $17.11. The adjustments to the merger consideration can be made, at ARRIS’ option and subject to certain restrictions, in cash, shares of ARRIS common stock, or a combination of both.

ARRIS and C-COR have each made customary representations, warranties and covenants in the Agreement, including, among others, covenants to conduct their businesses in the ordinary course between the execution of the Agreement and the consummation of the Merger. ARRIS also has agreed to name one nominee of C-COR to the ARRIS board of directors as soon as practicable after the Merger is complete. The Merger is subject to the approval of the shareholders of both ARRIS and C-COR, as well as the receipt of regulatory approvals, including clearance under the Hart-Scott-Rodino Act. On October 29, 2007, we announced that we had received early termination of the waiting period under the Hart-Scott Rodino Act. We have set November 7, 2007 as the record date and December 14, 2007 as the meeting date for the special meeting of its shareholders to approve the merger.

In addition to the customary termination provisions, the Agreement provides that either ARRIS or C-COR may terminate the Agreement in the event that the Average Closing Price is less than $11.41. Upon the termination of the Agreement under specified circumstances, ARRIS or C-COR, as the case may be, would be required to pay the other party a termination fee of $22.5 million. No termination fee would be payable by either party in the event that either party exercises their rights to terminate in the event that the Average Closing Price is less than $11.41.

Business Overview

We are a global provider of communications equipment, softwareintegrated, end-to-end network solutions that include products, content and technicaloperations management systems, and professional services for two-way hybrid fiber coax broadband networks delivering video, voice, and data.

Prior to fiscal year 2007,2008, we reported our results of operations based upon threetwo operating segments: C-COR Access and Transport, C-COR Solutions, and C-COR Network Services. In an effort to improve operational efficiencies across the organization and reduce costs, we have reorganized aspects of our business and combined the C-COR Access and Transport and C-COR Solutions segment into thesegments; Broadband Systems Solutions and Network Services. During the fourth quarter of fiscal year 2007, the Company sold certain assets and liabilities related to the Company’s field services business which was a component of its Network Services business segment. The field services operations are classified as discontinued operations.

As a result, beginning in fiscal year 2007,2008, we began reporting our results of operations based upon two operating segments: Broadband Systems Solutions and Network Services. Prior year segment data has been restated to reflect this change.

TheBroadband Systems Solutions segment is responsible for the development, management, production, deployment, support and sale of unified solutions for delivering voice, video and data services over complex networks for residential and business subscribers, including:operate in one industry segment. Our product categories are as follows:

 

Network infrastructure products, including the Company’s amplitude modulation headend/hub optical platform and line of optical nodes, and a full offering of radio frequency amplifiers, and

Content and operations management systems, including software and hardware, for delivery of video on demand and digital advertising as well as application-oriented, operational support software for managing bandwidth and resource utilization, network and service assurance, and mobile workforce automation.

17


TheNetwork Services segment provides technical

Access products and services, include network infrastructure products, including the Company’s amplitude modulation headend/hub optical platform and line of optical nodes, and a full offering of radio frequency amplifiers, as well as related professional services for engineering, design, and deployment of advanced applications over broadband networks, including installation services, network design, and engineering, network integration, outside plant and construction services, and consulting to a variety of customers.

Content and operations management systems, include software, hardware, and support for the delivery of video on demand and digital advertising as well as application-oriented, operational support software for managing bandwidth and resource utilization, network and service assurance, and mobile workforce automation.

Net sales for the thirteen weekthirteen-week period ended December 29, 2006September 28, 2007 were $80.1$71.9 million, an increase of 20%19% over the $66.7$60.4 million recorded in the same period of the prior year, reflecting higher revenues from the sale of products. This increase was partially offset by a reduction inboth access products and content and operations management systems and technical services revenues during the quarter.systems. Our largest customers during the quarter were Time Warner Cable Comcast Corporation, and Cox CommunicationsComcast accounting for 34%, 18% and 14%12%, respectively, of net sales. International customers accounted for 16%25% of net sales. Gross margins were 39.5%43.4% during the thirteen weekthirteen-week period ended December 29, 2006,September 28, 2007, compared to gross margins of 31.5%42.4% for the same period of the prior year. Gross margins increased during the quarter for both productsAccess, and content and operations management systems, andwere partially offset by a decline in technical servicesSolutions gross margins during the period. Product gross marginsperiod compared to the same period a year ago. Selling and administrative expense as a percentage of sales was 23.6% for the thirteen-week period ended September 28, 2007, compared to 23.8% for the same period of the prior year were adversely affected by a $1.6 million charge related to inventory associated with certain transport product lines due to the Company’s decision to cease selling certain product lines. Operating expense levels, for both selling and administrative expense and researchyear. Research and product development expense, declined duringcosts as a percent of sales were 12.1% for the thirteen weekthirteen-week period ended December 29, 2006September 28, 2007, compared to 11.9% for the same period of the prior year asyear.

At September 28, 2007, we had recorded $128.6 million of goodwill and $1.2 million of other intangible assets, net. While goodwill is no longer amortized, we are required to assess whether goodwill is impaired at least annually and more frequently if circumstances warrant. In the future, if an impairment of goodwill is indicated, it could result in a resultsubstantial charge to earnings, which would have a material adverse effect on our results of lower personneloperation and administrative expense, primarily resulting from restructuring initiatives completedfinancial position in the prior fiscal year (fiscal year ending June 30, 2006), resultingperiod in an improved cost structure.which such impairment is recorded.

Results of Operations

The following table contains information regardingCompany’s condensed consolidated results of continuing operations for the thirteen-week periods ended September 28, 2007 and September 29, 2006 as a percentage of net sales of our condensed consolidated statements of operations for the thirteen week and twenty-six week periods ended December 29, 2006 and December 23, 2005.are as follows:

 

  Percentages of Net Sales 
  Thirteen Weeks Ended Twenty-Six Weeks Ended   

Percentages of Net Sales

Thirteen Weeks Ended

 
  December 29,
2006
 December 23,
2005
 December 29,
2006
 December 23,
2005
   

September 28,

2007

 September 29,
2006
 

Net sales:

        

Products

  64.8% 54.6% 65.4% 59.3%  72.3% 76.3%

Content and operations management systems

  19.8  26.4  19.1  21.7   26.4  21.1 

Services

  15.4  19.0  15.5  19.0   1.3  2.6 
                    

Total net sales

  100.0  100.0  100.0  100.0   100.0  100.0 
                    

Cost of sales:

        

Products

  38.8  35.6  40.3  38.7   44.4  48.4 

Content and operations management systems

  7.4  14.2  7.0  10.7   10.9  7.6 

Services

  14.3  16.3  14.3  16.6   1.3  1.6 

Excess and obsolete inventory charge

  0.0  2.4  0.0  5.9 
                    

Total cost of sales

  60.5  68.5  61.6  71.9   56.6  57.6 
                    

Gross margin

  39.5  31.5  38.4  28.1   43.4  42.4 
                    

Operating expenses:

        

Selling and administrative

  19.8  27.2  20.8  27.2   23.6  23.8 

Research and product development

  10.4  15.0  10.3  15.8   12.1  11.9 

Amortization of intangibles

  1.0  1.9  1.1  2.1   0.9  1.4 

Impairment charges

  0.0  8.0  0.0  4.1 

Loss on sale of product line

  0.0  0.0  0.2  0.0   —    0.4 

Restructuring charge

  0.6  2.1  0.6  1.3 

Restructuring costs

  0.3  0.7 
                    

Total operating expenses

  31.8  54.2  33.0  50.5   36.9  38.2 
                    

Income (loss) from operations

  7.7  (22.7) 5.4  (22.4)

Income from operations

  6.5  4.2 
                    

Other income (expense), net:

        

Interest expense

  (0.4) (0.5) (0.5) (0.5)  (0.5) (0.6)

Investment income

  1.0  0.5  1.0  0.5   2.1  1.2 

Foreign exchange gain (loss)

  0.1  (0.2) 0.1  (0.2)

Foreign exchange gain

  0.7  0.0 

Other income, net

  0.0  0.4  0.1  0.2   0.1  0.1 
                    

Income (loss) before income taxes

  8.4  (22.5) 6.1  (22.4)

Income before income taxes

  8.9  4.9 

Income tax expense

  1.1  1.1  1.1  1.0   1.2  1.3 
                    

Net income (loss)

  7.3% (23.6)% 5.0% (23.4)%

Income from continuing operations

  7.7% 3.6%
                    

18


The tables below set forth our net sales for the thirteen week and twenty-six weekthirteen-week periods ended DecemberSeptember 28, 2007 and September 29, 2006, and December 23, 2005, for each of our reportable segments.product categories.

 

   Thirteen Weeks Ended
   (in millions of dollars)
   December 29, 2006  

Change

from

Prior

Period

  December 23, 2005

Operating Segment

  Net Sales  %  %  Net Sales  %

Broadband Systems Solutions:

         

Products

  $51.9  65  43  $36.4  55

Content and operations management systems

   15.9  20  (10)  17.6  26
               

Total Broadband Systems Solutions

   67.8  85  26   54.0  81

Network Services

   12.3  15  (3)  12.7  19
               
  $80.1  100  20  $66.7  100
               

   Twenty-Six Weeks Ended
   (in millions of dollars)
   December 29, 2006  

Change

from

Prior

Period

  December 23, 2005

Operating Segment

  Net Sales  %  %  Net Sales  %

Broadband Systems Solutions:

         

Products

  $98.0  66  27  $77.2  59

Content and operations management systems

   28.6  19  1   28.3  22
               

Total Broadband Systems Solutions

   126.6  85  20   105.5  81

Network Services

   23.1  15  (6)  24.7  19
               
  $149.7  100  15  $130.2  100
               
   Thirteen Weeks Ended
   (in millions of dollars)
   September 28,
2007
  

Change

from

Prior

Period

  September 29,
2006

Product Category

  Net Sales  %  %  Net Sales  %

Access products and services

  $52.9  74  11  $47.7  79

Content and operations management systems

   19.0  26  50   12.7  21
                

Consolidated

  $71.9  100  19  $60.4  100
                

The table below sets forth our net sales for the thirteen week and twenty-six weekthirteen-week periods ended DecemberSeptember 28, 2007 and September 29, 2006 and December 23, 2005 by geographic region.

 

  Thirteen Weeks Ended  Thirteen Weeks Ended
  (in millions of dollars)  (in millions of dollars)
  December 29, 2006  

Change

from

Prior

Period

 December 23, 2005  September 28,
2007
  

Change

from

Prior

Period

  September 29,
2006

Geographic Region

  Net Sales  %  % Net Sales  %  Net Sales  %  %  Net Sales  %

United States

  $66.9  84  43  $46.8  70  $54.0  75  13  $47.7  79

Europe

   9.2  11  (34)  14.0  21   10.4  14  30   8.0  14

Asia

   2.0  2  (44)  3.6  5   2.8  4  33   2.1  3

Canada

   .4  1  (43)  .7  1   1.4  2  180   .5  1

Latin America

   1.6  2  0   1.6  3   3.3  5  57   2.1  3
                           

Consolidated

  $80.1  100  20  $66.7  100  $71.9  100  19  $60.4  100
                           

   Twenty-Six Weeks Ended
   (in millions of dollars)
   December 29, 2006  

Change

from

Prior

Period

  December 23, 2005

Geographic Region

  Net Sales  %  %  Net Sales  %

United States

  $123.9  83  40  $88.6  68

Europe

   17.2  11  (39)  28.3  22

Asia

   4.0  3  (53)  8.5  6

Canada

   .9  1  (40)  1.5  1

Latin America

   3.7  2  12   3.3  3
               

Consolidated

  $149.7  100  15  $130.2  100
               

Net Sales. Net sales increased 20% and 15%19% for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, respectively,September 28, 2007, compared to the same periodsperiod of the prior year. The higher revenues for the thirteen weekthirteen-week period resulted primarily from increased sales of products.both access products and content and operations management systems. These increases were partially offset by a decline in revenue from contenttechnical services.

Sales of access products and operations management systems and technical services. Forservices increased 11% for the twenty-six weekthirteen-week period higher revenues derived primarily from product sales, with content and operations management revenues slightly higherended September 28, 2007, compared to the same period a year ago. These increases were partially offset by

a decline in revenues for technical services.

19


Broadband Systems Solutions segment sales increased 26% and 20% for the thirteen week and twenty-six week periods ended December 29, 2006, respectively, compared to the same periods of the prior year. The salesSales of network infrastructureaccess products increased 43% and 27% for the thirteen week and twenty-six week periods ended December 29, 2006, respectively, as a result of increased upgrade requirements for domestic customers, which were partially offset by a decline in product sales to international customers, primarily in Europe and Asia. The Company believes the increased revenues for infrastructure products is related to expansion and upgrades byof Time Warner and Comcast, as a result of their acquisitions of substantially all ofwell as certain other domestic customers. We believe the assets of Adelphia Communications Corporation, andincreased revenues for access products in general, relate to upgrades by domestic cable operators to expand system bandwidth requirements in order to provide enhanced broadband services, including high definition television, high-speed Internet, voice over Internet, voice over Internet Protocol, digital video, and interactive and on demand video services. Content and operations management systems sales decreased 10% forSales of access products to international customers increased during the thirteen weekthirteen-week period ended December 29, 2006, dueSeptember 28, 2007, primarily to lower revenues to international customers in Europe, Latin America, and Asia, and as well domestic customers. For the twenty-six week period ended December 29, 2006,Asia. Sales of content and operations management systems increased 50% for the thirteen week-period ended September 28, 2007, due primarily to higher sales increased 1%, with revenues increasing to domestic customersCharter and were partially offset by lowerTime Warner, as well as sales to international customers. Contentcustomers, primarily in Latin America and Europe. Our content and operations management systems revenues are derived from sales under multiple element arrangements whereby revenues are recognized using the completed contract method of accounting or, in some cases, are recognized ratably over the delivery period. As a result, systems revenues are affected by the timing of new orders and customer acceptance requirements. Software license and associated professional services revenue for our mobile workforce software product line is recognized using the percentage of completion method of accounting due to our ability to reliably estimate contract costs at the inception of the contracts.

Network Services segmentDomestic sales decreased 3% and 6%increased 13% for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, respectively,September 28, 2007, compared to the same periodsperiod of the prior year, primarily driven by an increase in content and operations management systems sales with Charter and Time Warner, as well as an increase in sales of access products with Time Warner and Comcast, which where partially offset by lower access product sales to Cox Communications in the period.

International sales increased 41% for the thirteen-week period ended September 28, 2007, compared to the same period of the prior year. The lower sales wereincrease in the quarter was primarily thea result of completion of upgrade projects with a certain customeran increase in access products sales in Europe, Latin America, and Asia, as of the end of fiscal year 2006.

Domestic sales increased 43% and 40% for the thirteen week and twenty six week periods ended December 29, 2006, respectively, due primarily to increased Broadband Systems Solutions segment sales to Time Warner Cable, Cox Communications, and Comcast Corporation, which were partially offset by lower Network Services segment sales.

International sales decreased 34% and 38% for the thirteen week and twenty-six week periods ended December 29, 2006, respectively, due to lower Broadband Systems Solutions segment sales of network infrastructure products andwell as an increase in content and operations management systems. The declinesystems sales primarily in international sales was primarily driven by reduced sales in EuropeLatin America and Asia during the periods. Based upon sales order activity during the thirteen week period ended December 29, 2006, the Company anticipates higher revenues in the third quarter of fiscal year 2007 from international customers.Europe. We believe that future capital spending in European markets will be primarily driven by increased competition for enhanced broadband services requiring telecommunication providers to upgrade their networks to support these enhanced services. We expect demand for our product line offerings in international markets will continue to be highly variable. The international markets represent distinct markets in which capital spending decisions for network equipmentaccess products and solutionscontent and operations management systems are affected by a variety of factors, including access to financing and general economic conditions.

Backlog: The table below sets forth our backlog by operating segmentproduct category as of December 29, 2006September 28, 2007 compared to SeptemberJune 29, 2006:2007:

 

Backlog as of December 29, 2006:

  (in millions of dollars)

Operating Segment

  12-month
backlog
  Greater than
12-month
backlog
  Total
Backlog
  

%

of
Total

Broadband Systems Solutions:

        

Products

  $34.5  $—    $34.5  29

Content and operations management systems

   43.7   15.5   59.2  51
               

Total Broadband Systems Solutions

   78.2   15.5   93.7  80

Network Services

   23.6   —     23.6  20
               

Total contract backlog

  $101.8  $15.5  $117.3  100
               

% of total

   87   13   100  

Backlog as of September 28, 2007:

  (in millions of dollars)

Product Category

  12-month
backlog
  Greater than
12-month
backlog
  Total
Backlog
  

%

of
Total

Access products and services

  $22.4  $—    $22.4  28

Content and operations management systems

   42.5   16.4   58.9  72
               

Total contract backlog

  $64.9  $16.4  $81.3  100
               

% of total

   80   20   100  

Backlog as of June 29, 2007:

  (in millions of dollars)

Product Category

  12-month
backlog
  Greater than
12-month
backlog
  Total
Backlog
  

%

of
Total

Access products and services

  $31.0  $—    $31.0  34

Content and operations management systems

   43.0   18.3   61.3  66
               

Total contract backlog

  $74.0  $18.3  $92.3  100
               

% of total

   80   20   100  

20


Backlog as of September 29, 2006:

  (in millions of dollars)

Operating Segment

  12-month
backlog
  Greater than
12-month
backlog
  Total
Backlog
  

%

of
Total

Broadband Systems Solutions:

        

Products

  $25.0  $—    $25.0  25

Content and operations management systems

   40.3   10.6   50.9  51
               

Total Broadband Systems Solutions

   65.3   10.6   75.9  76

Network Services

   23.4   —     23.4  24
               

Total contract backlog

  $88.7  $10.6  $99.3  100
               

% of total

   89   11   100  

Our total contract backlog is defined as the revenue we expect to generate in future periods from existing customer contracts. Our 12-month backlog is defined as the revenue we expect to generate from customer contracts over the next 12 months. For the Broadband Systems Solutions segment, theThe majority of orders in backlog for Access products and services typically result in revenue over the next six months. Orders for contentContent and operations management systems orders include software license fees, maintenance fees, systems and services specified in executed contracts, for which the timing of revenue can be affected by both contract performance and the application of accounting principles to the specific terms of the contract, typically resulting in the recognition of revenues over longer periods. As a result, a portion of our content and operations management systems backlog is expected to generate revenues in periods that extend beyond the next 12 months. Our Network Services backlog typically includes a portion that will result in revenue over the latter part of the twelve month period.

Our backlog methodology requires us to make judgments about the timing of implementation and deployment schedules based upon our historical experience. Backlog can change due to a number of factors, including unforeseen changes in development and implementation schedules, contract renegotiations or terminations, or changes in customer financial conditions. In addition, changes in foreign currency exchange rates may also affect the amount of revenue actually recognized in future periods. Accordingly, there can be no assurance that contracts included in backlog will actually generate the anticipated revenues or that the actual revenues will be generated as indicated for the corresponding 12-month or greater than 12-month periods. We make management decisions based on our backlog, including hiring of personnel, purchasing of materials, and other matters that may increase our production capabilities and costs. Cancellations, delays or reductions of orders or contracts could adversely affect our results of operations and financial condition.

Gross Margin. The following table sets forth our gross margins by operating segmentproduct category during the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006September 28, 2007 compared to the same periodsperiod of the prior year.

 

   Thirteen Weeks Ended

Operating Segment

  

December 29, 2006

Gross Margin %

  

Change

Points

  

December 23, 2005

Gross Margin %

Broadband Systems Solutions:

     

Products

  40.1  9.7  30.4

Content and operations management systems

  62.8  16.4  46.4

Total Broadband Systems Solutions

  45.4  9.8  35.6

Network Services

  7.0  (7.1) 14.1

Consolidated

  39.5  8.0  31.5

   Twenty-Six Weeks Ended

Operating Segment

  

December 29, 2006

Gross Margin %

  

Change

Points

  

December 23, 2005

Gross Margin %

Broadband Systems Solutions:

     

Products

  38.5  13.8  24.7

Content and operations management systems

  63.2  12.5  50.7

Total Broadband Systems Solutions

  44.1  12.4  31.7

Network Services

  7.6  (5.0) 12.6

Consolidated

  38.4  10.3  28.1
   Thirteen Weeks Ended

Product Category

  

September 28, 2007

Gross Margin %

  

Change

Points

  

September 29, 2006

Gross Margin %

Access products and services

  37.9  1.3  36.6

Content and operations management systems

  58.6  (5.2) 63.8

Consolidated

  43.4  1.0  42.4

Consolidated gross margins were 39.5% and 38.4%43.4% for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, respectively,September 28, 2007, compared to 31.5% and 28.1%42.4% for the same periodsperiod of the prior year. Broadband Systems Solutions segment grossGross margins of access products and services increased for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, for both products and content and operations management systems,September 28, 2007, as a result of higher volumes and changes in sales mix during the periods. Product grossGross margins for the

21


thirteen weekof content and twenty-six week periods of the prior year were adversely affected by charges of $1.6 million and $7.7 million, respectively, related to inventory associated with certain transport product lines, based on management’s assessment of market conditions for those product lines. Network Services segment gross marginsoperations management systems declined for the thirteen week and twenty-six week periodsthirteen-week period ended September 28, 2007 due primarily to lower sales volume and performance difficulty on certain projects.of operational support software systems sales. We anticipate that our future gross margins in both of our business segments will continue to be affected by many factors, including revenue levels in general, sales mix, competitive pricing pressures, the timing of new product introductions and the timing of deployments for certain of our content management and operational support software solutions.

Selling and Administrative. Selling and administrative expenses were $15.9 million and $31.1$17.0 million for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, respectively,September 28, 2007 compared to $18.2 million and $35.3$14.4 million for the same periodsperiod of the prior year. Selling and administrative expenses decreased 13% and 12%increased 18% for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, respectively,September 28, 2007, primarily as a result of lower personnelhigher stock-based compensation expense and $1.2 million of transaction costs related to the proposed merger with ARRIS. Selling and administrative expenses resulting from restructuring initiatives implemented in orderexpense remained relatively flat as a percent of sales at 23.6% for the thirteen-week period ended September 28, 2007, compared to improve our cost structure.23.8% for the same period of the prior year.

Research and Product Development.Research and product development expenses were $8.3 million and $15.5$8.7 million for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, respectively,September 28, 2007, compared to $10.0 million and $20.6$7.2 million for the same periodsperiod of the prior year. Research and product development expenses decreased 17% and 25%increased 21% for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, respectively,September 28, 2007, due primarily to lowerhigher personnel costs resulting from reductions in personnel.and higher stock-based compensation expense. Our research and product development expenses consist primarily of the compensation of development personnel, depreciation of development and test equipment, project expenses to support product development initiatives, and program services. We believe sustained commitment to product development efforts will be required for us to remain competitive, and anticipate continuing investments in research and product development in future periods related to network infrastructure products and content and operations management systems.

Operating Income (Loss) By Segment. The tables below set forth our operating income (loss), excluding unallocated items, for the thirteen week and twenty-six week periods ended December 29, 2006 and December 23, 2005, for each of our reportable segments.

   Thirteen Weeks Ended 
   (in millions of dollars) 
   December 29,
2006
  

Change

from

Prior

Period

  December 23,
2005
 

Operating Segment

  

Operating

Income (Loss)

  $  

Operating

Income (Loss)

 

Broadband Systems Solutions

  $6.4  22.1  $(15.7)

Network Services

   (0.2) (0.8)  0.6 

   Twenty-Six Weeks Ended 
   (in millions of dollars) 
   December 29,
2006
  

Change

from

Prior

Period

  December 23,
2005
 

Operating Segment

  

Operating

Income (Loss)

  $  

Operating

Income (Loss)

 

Broadband Systems Solutions

  $8.7  38.8  $(30.1)

Network Services

   (0.6) (1.5)  0.9 

The operating income (excluding unallocated items) for the Broadband Systems Solutions segment for the thirteen week and twenty-six week periods ended December 29, 2006, compared to an operating loss for the same periods of the prior year was due to higher revenues and gross margins, and lower operating expense as a result of an improved operating cost structure. In addition, the operating losses in the prior year included the previously discussed inventory charges as well as an impairment charge of $5.3 million associated with the decision to cease sales and marketing activities related to certain transport product lines, which was comprised of $4.9 million of other intangible assets associated with purchased technology and $342,000 associated with the write-down of property and equipment. The operating loss (excluding unallocated items) for the Network Services segment for the thirteen week and twenty-six week periods ended December 29, 2006, compared to operating income for the same periods of the prior year was due to lower revenues and gross margins.

InvestmentInterest Expense and Investment Income. Interest expense was $365,000 and $725,000$341,000 for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006,September 28, 2007, compared to $329,000 and $649,000$360,000 for the same periodsperiod of the prior year. The increasedecrease in interest expense resulted primarily from additionallower financing for the purchase of machinery and equipment in the first quarter of fiscal year 2007 and fourth quarter of fiscal year 2006.costs associated with certain software license purchases.

22


Investment income was $800,000 and $1.5 million for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006,September 28, 2007, compared to $317,000 and $623,000$695,000 for the same periodsperiod of the prior year. The increase in investment income was a result of a higher average investment balance and improved investment returns during the periods.period.

Income Tax Expense.Income tax expense was $867,000 and $1.7 million$911,000 for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006, respectively,September 28, 2007, compared to $738,000 and $1.3 million$764,000 for the same periodsperiod of the prior year. Income taxestax expense for the thirteen week and twenty-six week periodsthirteen-week period ended December 29, 2006September 28, 2007 arose primarily from the following: recognition of additional valuation allowance, current taxes paid or payable for federal alternative minimum tax, for which any credit is offset by a valuation allowance and state and foreign income tax in those jurisdictions where offsetting loss carryforwards are not available or are limited.

Supplemental Information about Stock-Based Compensation. In November 2005, the FASB issued Staff Position (“FSP”) FAS123(R)-3, “Transition Election to Accounting for the Tax Effects of Share-Based Payment Awards”. This FSP requires an entity to follow either the transition guidance for the additional-paid-in-capital pool as prescribedlimited, and from a decrease in SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), or the alternative transition method as described in the FSP. An entity that adopts SFAS 123(R) using the modified prospective application may make a one-time election to adopt the transition method described in this FSP. An entity may take up to one year from the later of its initial adoption of SFAS 123(R) or the effective date of this FSP to evaluate its available transition alternatives and make its one-time election. The Company has elected the alternative transition method to establish the initial pool of excess tax benefits, which would be available to absorb tax deficiencies recognized subsequentvaluation allowance due to the adoptionutilization of SFAS 123R. The pool of excessacquired net operating loss carryforwards for which the tax benefits was determined to be zerobenefit is recorded as of the date of adoption.a decrease in goodwill.

Liquidity and Capital Resources

 

  December 29,
2006
 

June 30,

2006

   

September 28,

2007

 

June 29,

2007

 
  (In millions of dollars)   (In millions of dollars) 

Balance sheet data (at period end)

      

Cash and cash equivalents

  $64.3  $53.3   $61.0  $54.9 

Marketable securities

   10.2   7.6    71.5   53.5 
  Twenty-Six Weeks Ended   Thirteen Weeks Ended 
  December 29,
2006
 

December 23,

2005

   

September 28,

2007

 

September 29,

2006

 
  (In millions of dollars)   (In millions of dollars) 

Statements of cash flows data:

      

Net cash provided by (used in) operating activities

  $13.4  $(7.8)

Net cash used in investing activities

   (4.7)  (0.1)

Net cash provided by operating activities

  $21.9  $5.0 

Net cash provided used in investing activities

   (19.2)  (2.3)

Net cash provided by financing activities

   2.0   0.5    2.9   1.2 

CashThe aggregate of our cash and cash equivalents as well asand marketable securities increased $24.1 million as of December 29, 2006,September 28, 2007, primarily as a result of positive cash flow generated from operations during the twenty-six weekthirteen-week period. Working capital was $92.7$147.3 million at December 29, 2006September 28, 2007 compared to $76.4$133.0 million at June 30, 2006.29, 2007.

As of December 29, 2006,September 28, 2007, we had total restricted cash of $4.8$5.1 million. Restricted cash relates to commitments under the terms of our letter of credit agreement with a bank, where we are required to maintain cash collateral of 102% of the amount that can be drawn on issued letters of credit, as well as bank guarantees associated with certain vendor obligations. The restricted cash balances are classified in the condensed consolidated balance sheet as either current or long-term, depending upon the expiration term associated with the commitment (see note 13)Note 14).

Net cash provided by operating activities was $13.4$21.9 million for the twenty-six weekthirteen-week period ended December 29, 2006,September 28, 2007, compared with net cash used of $7.8to $5.0 million for the same period of the prior year. The major reason for the increase in cash generated from operating activities in the period was the reduction of accounts receivables, including collections associated with our field services business that was sold as of June 29, 2007. Other major elements of cash provided by operations for the twenty-sixthirteen- week period ended December 29, 2006September 28, 2007 include net income for the period of $7.4$5.0 million, which is adjusted for non-cash items such as depreciation and amortization and stock-based compensation, as well as an increaseand a decrease of $4.3 million in accounts payableinventory due to lower purchases and accrued other chargesthe consumption of on-hand inventories during the period. These changes were partially offset by increased inventory,decreases in accounts receivablespayables and other assetsaccrued liabilities, which resulted primarily from a $3.2 million payout to a third-party for a portion of proceeds received on a litigation judgment and $5.6 million related to payout of incentive compensation accrued as of June 29, 2007, for which payments were made during the period.

Net cash used in investing activities was $4.7$19.2 million for the twenty-six weekthirteen-week period ended December 29, 2006September 28, 2007, compared to cash used in investing activities of $53,000$2.3 million for the same period of the prior year. The cash used in investing activities during the twenty-six weekthirteen-week period was primarily comprised of $4.1$42.1 million for the purchase of marketable securities and $2.6$1.6 million for the purchase of property, plant and equipment, which were offset by proceeds from sale and maturities of marketable securities of $1.5 million and $388,000 cash proceeds from the sale of a product line.$24.5 million. The major elements of cash used in investing activities during the same period of the prior year was $12.0 million for the purchase of marketable securities and $3.8$1.7 million for the purchase of property, plant and equipment and $4.6 million for the purchase of marketable securities, which was partiallywere offset by $15.7 million of proceeds from maturities of marketable securities.

23securities of $3.6 million and $388,000 cash proceeds from the sale of a product line.


Net cash provided by financing activities was $2.0$2.9 million for the twenty-six weekthirteen-week period ended December 29, 2006,September 28, 2007, compared with $490,000to $1.2 million for the same period of the prior year. Cash provided by financing activities during the twenty-six week periodsthirteen-week period ended September 28, 2007, resulted primarily from proceeds from the exercise of stock options, which were partially offset by payments of debt and capital lease obligations.payments. The cash provided by financing activities during the same period of the prior year were primarily from proceeds from the exercise of stock options, as well as $447,000 of proceeds received from financing arrangements, which were offset by debt and capital lease payments.

On November 1, 2006,2007, we amended our credit agreement of November 5, 2004 (as amended, the “Agreement”“ Credit Agreement”) with a bank for a $10 million revolving letter of credit facility. Under the Credit Agreement, the $10 million may be used solely for the issuance of letters of credit which must be fully cash collateralized at the time of issuance. We are required to maintain with the bank cash collateral of 102% of the amount that can be drawn on the issued letters of credit. This collateral can be drawn on upon the occurrence of any event of default under the Credit Agreement. The Credit Agreement contains standard event of default provisions, but no financial covenants. The Credit Agreement is committed through November 3, 2007.October 31, 2008. The applicable margin under the Credit Agreement is 0.65%, payable quarterly in arrears. In the event that a letter of credit is drawn upon, the interest rate for any unreimbursed drawing is the bank’s floating prime rate.

Working Capital Outlook

Our main source of liquidity is our unrestricted cash on hand and marketable securities.

Our $35.0 million aggregate principal amount of notes, issued in December 2004, requires semi-annual interest payments at an annual rate of 3.5% on June 30 and December 30. The notes mature on December 30, 2009. As of December 29, 2006,September 28, 2007, we had a restructuring accrual of $1.2 million,$749,000 related primarily to contractual obligations for leased facilities and equipment, which will be paid over theirthe respective lease terms through 2014, unless terminated earlier. In addition, future amounts are owed to third parties related to a portion of the proceeds we received from a litigation judgment in amounts that were undetermined as of December 29, 2006. As of December 29, 2006,September 28, 2007, we had accrued $5.5$1.3 million associated with employee incentive compensation under the Company’s Fiscal Year 20072008 Profit Incentive Plan. Payments of $1.2 million are anticipated to be made in February 2007, with the remaining amountPlan which is expected to be paid in the firstthird quarter of fiscal year 2008.

Taking into account the fixed charges associated with our long-term debt obligations, amounts owed to third parties from proceeds received from the litigation judgment, restructuring accruals, and employee incentive compensation payments, we believe remaining cash and cash equivalents balances, and our marketable securities will be adequate to cover our operating cash requirements over the next 24 months. However, we may find it necessary or desirable to seek financing to support our capital needs and provide funds for additional strategic initiatives, including acquiring or investing in complementary businesses, products, services, or technologies.initiatives. Accordingly, this may require third-party financing or equity-based financing, such as issuance of common stock, preferred stock, or subordinated convertible debt securities and warrants, which would be dilutive to existing shareholders. We do not currently have any committed lines of credit or other available credit facilities that could be utilized for capital requirements, and it is uncertain whether such facilities could be obtained in sufficient amounts or on acceptable terms.

Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 establishes a recognition threshold and measurement for income tax positions recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 also prescribes a two-step evaluation process for tax positions. The first step is recognition and the second is measurement. For recognition, an enterprise judgmentally determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. If the tax position meets the more-likely-than-not recognition threshold it is measured and recognized in the financial statements as the largest amount of tax benefit that is greater than 50% likely of being realized. If a tax position does not meet the more-likely-than-not recognition threshold, no benefit is recognized in the financial statements.

Tax positions that meet the more-likely-than-not recognition threshold at the effective date of FIN 48 may be recognized, or continue to be recognized, upon adoption of FIN 48. The cumulative effect of applying the provisions of FIN 48 shall be reported as an adjustment to the opening balance of retained earnings for the fiscal year in which FIN 48 is adopted. FIN 48 will apply to fiscal years beginning after December 15, 2006. We are currently evaluating the impact FIN 48 will have on our consolidated financial statements when it becomes effective for us in fiscal year 2008 and are unable, at this time, to quantify the impact, if any, to retained earnings at the time of adoption.

24


In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”) which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. This StatementSFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Earlier application is encouraged provided that the reporting entity has not yet issued financial statements for that fiscal year including financial statements for an interim period within that fiscal year. We are currently assessing SFAS No. 157 and have not yet determined the impact that the adoption of SFAS No. 157 will have on our results of operations and financial position when it becomes effective for us in fiscal year 2008.2009.

In September 2006,February 2007, the SecuritiesFASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Exchange Commission (SEC) released SEC Staff Accounting Bulletin No. 108, “ConsideringFinancial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the Effects of Prior Year Misstatements when Quantifying Misstatementsopportunity to mitigate volatility in Current Year Financial Statements,” (“SAB 108”), which addresses how uncorrected errors in previous years should be considered when quantifying errors in current-year financial statements. SAB 108 requires registrantsreported earnings caused by measuring related assets and liabilities differently without having to consider the effect of all carry over and reversing effects of prior-year misstatements when quantifying errors in current-year financial statements. SAB 108 does not change the SEC staff’s previous guidance on evaluating the materiality of errors. SAB 108 allows registrants to record the effects of adopting SAB 108 as a cumulative-effect adjustment to retained earnings. This adjustment must be reported in the annualapply complex hedge accounting provisions. SFAS 159 is effective for financial statements of the firstissued for fiscal year endingyears beginning after November 15, 2006.2007. We are currently evaluatingassessing SFAS 159 and have not yet determined the impact SAB 108that the adoption of SFAS 159 will have on our consolidated financial statements when it becomes effective for the Company as of June 29, 2007 and we are unable, at this time, to quantify the impact, if any, to our results of operations and financial position and retained earnings at the time of adoption.

25position.


Item 3.Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Company’s exposure to market risk since June 30, 2006.29, 2007.

 

Item 4.Item 4.Controls and Procedures

(a) Evaluation of disclosure controls and procedures

(a)Evaluation of disclosure controls and procedures

Our chief executive officer and our chief financial officer have evaluated the effectiveness of our disclosure controls and procedures related to our reporting and disclosure obligations as of December 29, 2006,September 28, 2007, which is the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective.

(b) Changes in Internal Control over Financial Reporting

(b)Changes in Internal Control over Financial Reporting

There were no changes that occurred during the fiscal quarter ended December 29, 2006September 28, 2007 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1A.Risk Factors

Since the filing of the Company’s Annual Report on Form 10-K for the year ended June 29, 2007, the Company announced its entry into the merger agreement with ARRIS pursuant to which it will merge with a subsidiary of ARRIS and become a wholly owned subsidiary of ARRIS. The Company’s business involves numerous risks, many of which are beyond our control. The following is a description of certain additional risks related to the proposed merger. For additional information about factors that may affect our business, see Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the risk factors set forth in our Annual Report on Form 10-K for the year ended June 29, 2007. For additional information about the factors that affect, or be affected by, the proposed merger with ARRIS, see the preliminary proxy statement filed by the Company on October 15, 2007.

Item 1A. Risk FactorsBecause the market price of ARRIS common stock will fluctuate, C-COR shareholders cannot be sure of the market value of the ARRIS common stock that they will receive in the merger.

There have been no materialUpon completion of the merger, approximately 49% of the outstanding shares of C-COR common stock will be converted into shares of ARRIS common stock. The ratio at which those shares will be converted will only be adjusted if the average closing price of ARRIS’ common stock is less than $12.83 or more than $15.69. However, even in such event, the adjustments to the exchange ratio are limited and, in the case of a decline in the price of ARRIS’ stock, will not provide C-COR shareholders receiving ARRIS common stock the same value for such shares as was contemplated when the merger agreement was signed. Accordingly, the market value of the ARRIS common stock that C-COR shareholders will be entitled to receive upon completion of the merger will depend on the market value of ARRIS common stock at the time of the completion of the merger and could vary significantly from the market value on the date of this joint proxy statement/prospectus or the dates of the ARRIS and C-COR special meetings. The market value of the ARRIS common stock that C-COR shareholders will be entitled to receive in the merger also will continue to fluctuate after the completion of the merger.

Such variations could be the result of changes in the Company’s risk factors from those disclosed in Part I, Item 1Abusiness, operations, or prospects of ARRIS or C-COR before the merger, or the combined company following the merger, market assessments of the Company’s Form 10-K for fiscal year 2006.likelihood that the merger will be completed or the timing of the completion of the merger, regulatory considerations, general market and economic conditions, and other factors both within and beyond the control of ARRIS and C-COR. Because the date that the merger is completed could be later than the date of the ARRIS and C-COR special meetings, at the time of the special meetings C-COR shareholders may not know with certainty the value of the shares of ARRIS common stock that they will receive upon completion of the merger.

Item 4. SubmissionARRIS and C-COR may elect to proceed with the merger even if the average closing price of Mattersthe ARRIS common stock is less than $11.41.

Under the merger agreement, either ARRIS or C-COR may terminate the merger agreement in the event that the average closing price of ARRIS’ common stock is less than $11.41. However, termination of the merger agreement in such circumstance is at the discretion of the boards of directors of ARRIS and C-COR and no assurance can be provided that either ARRIS or C-COR will terminate the merger agreement in such circumstance. If the average closing price of ARRIS’ common stock is less than $11.41, the boards of directors of ARRIS and C-COR may still determine that the merger remains in the best interests of their respective companies and shareholders and, therefore, elect to proceed with the merger. In that event, under the terms of the merger agreement, no further adjustment will be made to the exchange ratio for the stock consideration and, as a Voteresult, the value of Shareholdersthe ARRIS shares a C-COR shareholder receives in the merger could be significantly lower than the value of those shares at the time the merger agreement was signed or at the time of either the ARRIS meeting or the C-COR meeting.

The pendency of the merger could materially adversely affect the future business and operations of ARRIS and C-COR.

In connection with the pending merger, some customers of ARRIS and C-COR may delay or defer decisions, which could negatively impact revenues, earnings, and cash flows of ARRIS and C-COR, as well as the market prices of ARRIS common stock and C-COR

common stock, regardless of whether the merger is completed. Similarly, current and prospective employees of ARRIS and C-COR may experience uncertainty about their future roles with the combined company following the merger, which may materially adversely affect the ability of ARRIS and C-COR to attract and retain key management, sales, marketing, technical, and other personnel.

Directors and executive officers of C-COR may have potential conflicts of interest in recommending that C-COR shareholders vote in favor of the merger agreement.

Some of the directors and executive officers of C-COR have interests in the merger that are different from, and are in addition to, the interests of C-COR shareholders generally. These interests relate to the treatment of options held by directors and executive officers of C-COR in the merger, the payment of severance benefits to certain executive officers of C-COR under certain circumstances following completion of the merger, the appointment of a nominee of C-COR as a director of ARRIS after the merger, ARRIS’ commitment to assume the current employment agreements of C-COR’s executive officers, and ARRIS’ agreement to indemnify C-COR directors and officers from certain claims and to continue certain insurance coverage. You should consider these interests in connection with your vote, including whether these interests may have influenced these directors and executive officers to recommend or support the merger.

C-COR shareholders may receive a combination of consideration different from what they elect, and while such elections are being calculated, may not be able to transfer the shares of ARRIS common stock, if any, to which they may be entitled.

While each C-COR shareholder may elect to receive all cash, all ARRIS common stock, or a combination of cash and ARRIS common stock in the merger, the pools of cash and ARRIS common stock available for all C-COR shareholders will be fixed amounts. Accordingly, depending on the elections made by other C-COR shareholders, even if you elect to receive all cash in the merger, you may receive a portion of your consideration in ARRIS common stock and even if you elect to receive all ARRIS common stock in the merger, you may receive a portion of your consideration in cash. If you elect to receive a combination of cash and ARRIS common stock in the merger, you are likely to receive cash and ARRIS common stock in a proportion different from what you elected. The tax consequences to you from the transaction may be less favorable than you anticipated in the event you receive a greater portion of your consideration in cash than you elected. See “Material U.S. Federal Income Tax Consequences of the Merger” for more information. If you do not submit a properly completed and signed election form to the exchange agent by the election deadline, you will have no control over the type of merger consideration you may receive.

Within five business days of the closing of the merger, ARRIS and the exchange agent will calculate the number and amount of valid cash and stock elections made by C-COR shareholders. The validity of any election will be determined solely by ARRIS, in the exercise of its reasonable discretion. Until ARRIS and the exchange agent complete this calculation, a former holder of C-COR common stock may not be able to sell or otherwise dispose of the shares of ARRIS common stock, if any, to which such holder is entitled.

The merger agreement restricts both C-COR’s and ARRIS’ ability to pursue alternatives to the merger.

The Company’s annual meetingmerger agreement contains “no shop” provisions that, subject to limited fiduciary exceptions, restrict C-COR’s ability to directly or indirectly initiate, solicit, encourage, facilitate, discuss, or commit to competing third-party proposals to acquire all or a significant portion of C-COR. Further, there are only limited exceptions to C-COR’s agreement that the C-COR board of directors will not withdraw, modify, or qualify in any manner adverse to ARRIS its approval of the merger agreement or its recommendation to holders of C-COR common stock that they vote in favor of the adoption of the merger agreement, or recommend any other acquisition proposal. Although the C-COR board of directors is permitted to take these actions if it determines in good faith, after consultation with outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable law in connection with a superior proposal, doing so in specified situations could entitle ARRIS to terminate the merger agreement and to be paid by C-COR a termination fee of $22.5 million in cash.

Similarly, in the event a third party makes a proposal to acquire all or a significant portion of ARRIS, and the merger agreement is terminated and ARRIS completes the third-party transaction within 12 months of the termination of the merger agreement, ARRIS could be required to pay C-COR a termination fee of $22.5 million in cash.

ARRIS and C-COR agreed to these restrictions to induce the other party to enter into the merger agreement. However, these provisions could discourage a potential third-party acquiror that might have an interest in acquiring all or a significant part of either C-COR or ARRIS from considering or proposing that acquisition, or might result in a potential acquiror proposing to pay a lower per share price to acquire either C-COR or ARRIS than it might otherwise have proposed to pay because of the added cost of the termination fee that may become payable to either ARRIS or C-COR in certain circumstances.

ARRIS’ and C-COR’s stockholders will be diluted by the merger.

The merger will dilute the ownership position of the current shareholders was heldof ARRIS. ARRIS will issue approximately 25 million shares of ARRIS common stock (based on October 17, 2006. The recordthe number of outstanding shares of C-COR common stock on the date was August 16, 2006, at which time there were 48,022,969of this joint proxy statement/prospectus and assuming the exercise of all outstanding options to purchase shares of C-COR common stock) to C-COR shareholders in the merger. As a result, ARRIS’ shareholders and C-COR’s shareholders are expected to hold approximately 81% and 19%, respectively, of the combined company’s common stock outstanding on a fully diluted basis (including shares issuable pursuant to outstanding options and entitledconvertible securities) immediately following the completion of the merger.

Any delay in completing the merger may reduce or eliminate the benefits expected.

In addition to vote at the annual meeting. The following items were submittedrequired shareholder approvals and regulatory clearances and approvals, the merger is subject to a vote by shareholders.

1. The electionnumber of two directors to serveother conditions beyond the control of ARRIS and C-COR that may prevent, delay, or otherwise materially adversely affect its completion. We cannot predict whether and when these other conditions will be satisfied. Further, the requirements for terms of three years expiring in 2009.

2. Ratification of KPMG LLP as independent auditors forobtaining the 2007 fiscal year.

Rodney M. Royserequired clearances and Steven B. Fink were elected as directors to serve untilapprovals could delay the 2009 annual meeting of shareholders. The termscompletion of the other membersmerger for a period of time or prevent it from occurring. Any delay in completing the merger could cause ARRIS not to realize some of the Company’s Boardbenefits that ARRIS expects to achieve following the merger if it successfully completes the merger within its expected timeframe and integrates C-COR’s business.

The rights of Directors, James E. Carnes, I.N. Rendall Harper, Jr., Anthony A. Ibarguen, John J. Omlor, James C. Stalder, James J. Tietjen,C-COR shareholders will change when they become shareholders of ARRIS upon completion of the merger.

Upon completion of the merger, C-COR shareholders who receive ARRIS shares in the merger will become ARRIS shareholders. There are numerous differences between the rights of a shareholder of C-COR, a Pennsylvania corporation, and David A. Woodle, expirethe rights of a shareholder of ARRIS, a Delaware corporation.

The costs and expenses incurred in 2008 or 2009.connection with the integration of ARRIS’ and C-COR’s businesses may affect the combined company’s operating results.

The votingcombined company will incur certain costs and expenses in connection with the integration of ARRIS’ and C-COR’s businesses. These costs and expenses will have a negative effect on the combined company’s results for the matters noted above are set forth as follows:

1. The election of two directors to serve for a term of three years expiring in 2009.operations.

 

Name of Nominee

 

Votes For

 

Votes Withheld

Rodney M. Royse

 44,862,397 1,424,444

Steven B. Fink

 37,624,514 8,662,327

2. Ratification of KPMG LLP as independent auditors for the 2007 fiscal year.

Votes For

 

Votes Against

 

Abstained

45,452,000

 781,494 53,347

Item 6. Exhibits

Item 6.Exhibits

The following exhibits are included herein:

 

(2)(1)Agreement and Plan of Merger, dated September 23, 2007 by and among ARRIS Group, Inc, C-COR Corporation, and Air Merger Subsidiary Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 24, 2007)
(10)(1)  SecondProfit Incentive Plan (PIP)-Fiscal Year 2008 (Amended and Restated as of October 23, 2007)
(10)(2)Third Amendment to Revolving Line of Credit Agreement with Citizens Bank, effective
(10)(3)Amendment No 1. to the Rights Agreement between C-COR Incorporated and American Stock Transfer & Trust Co., dated as of November 1, 2006September 23, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 6, 2006)Sept 23, 2007)
(10)(4)Amendment No. 2 to the 1992 Employee Stock Purchase Plan, dated September 28, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 1, 2007)
(10)(5)Amendment No 2007-1 to the Amended and Restated Incentive Plan executed October 11, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2007)
(15)  Letter re: Unaudited Interim Financial Information.
(31)(1)  Rule 13a-14(a) and 15d-14(a) Certification of Chief Executive Officer
(31)(2)  Rule 13a-14(a) and 15d-14(a) Certification of Chief Financial Officer
(32)(1)  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
(32)(2)  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  C-COR Incorporated (Registrant)

Date: February 7,November 6, 2007

  

/s/ DAVID A. WOODLE

  Chief Executive Officer

Date: February 7,November 6, 2007

  

/s/ WILLIAM T. HANELLY

  Chief Financial Officer
  (Principal Financial Officer)

Date: February 7,November 6, 2007

  

/s/ JOSEPH E. ZAVACKY

  Controller & Assistant Secretary
  (Principal Accounting Officer)

 

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