CYBEX COMPUTER PRODUCTS CORP
10-Q, 1997-08-12
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------

                                    FORM 10-Q

         (MARK ONE)

           X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
       ------          THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1997

                                       OR

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

                        FOR THE TRANSITION PERIOD FROM        TO
                                                       ------    ------
                         COMMISSION FILE NUMBER 0-26496


                       CYBEX COMPUTER PRODUCTS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                   ALABAMA                                63-0801728
       (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)


                               4912 RESEARCH DRIVE
                            HUNTSVILLE, ALABAMA 35805
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                (205) 430-4000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

         INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
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 REGISTRANT WAS REQUIRED
TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS.

                        YES    X          NO  
                             -----            -----

 AS OF AUGUST 12, 1997, 5,439,383 SHARES OF THE REGISTRANT'S COMMON STOCK $.001
                          PAR VALUE, WERE OUTSTANDING.


<PAGE>   2

                       CYBEX COMPUTER PRODUCTS CORPORATION

                                    FORM 10-Q

                                  JUNE 30, 1997


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                        PAGE
Part I  -   FINANCIAL INFORMATION                                                      NUMBER
            Item 1.  Financial Statements:                                             ------
<S>         <C>       <C>                                                                 <C>

                     Condensed Consolidated Balance Sheets as of March 31, 1997 and
                      June 30, 1997 .....................................................  3

                     Condensed Consolidated Statements of Income for the three
                     months ended  June 30, 1996 and 1997 ...............................  4

                     Condensed Consolidated Statements of Cash Flows for
                     the three months ended June 30, 1996 and 1997 ......................  5

                     Notes to Condensed Consolidated Financial Statements ...............  6

            Item 2.  Management's Discussion and Analysis of Financial Condition
                     and Results of Operations ..........................................  7


Part II -   OTHER INFORMATION


            Item 6.  Exhibits ........................................................... 11



            SIGNATURES .................................................................. 12

            INDEX OF EXHIBITS ........................................................... 13
</TABLE>


<PAGE>   3






ITEM 1.  FINANCIAL STATEMENTS

                       CYBEX COMPUTER PRODUCTS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         MARCH 31,         JUNE 30,
                                                                          1997              1997
                                                                        ----------       ----------
                                     ASSETS                                              (UNAUDITED)
<S>                                                                     <C>               <C>       
Current assets:
  Cash and cash equivalents .....................................       $2,424,385         $9,236,961
  Short-term investments ........................................       38,688,836         24,895,113
  Accounts receivable-trade, less allowance for
    doubtful accounts of $350,837 and
    $340,938, respectively ......................................        5,409,706          6,213,505
   Inventories ..................................................        3,835,356          4,740,120
  Other current assets ..........................................          698,163            663,160
  Deferred income taxes .........................................          623,000            623,000
                                                                       -----------        -----------
             Total current assets ...............................       51,679,446         46,371,859
Investments .....................................................        2,196,218          2,355,590
Property and equipment, net of accumulated depreciation .........        2,422,292          2,595,149
Other assets ....................................................          228,757            188,894
                                                                       -----------        -----------
                                                                       $56,526,713        $51,511,492
                                                                       ===========        ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Note payable ..................................................       $8,000,000       $         --
  Accounts payable and accrued expenses .........................        2,151,371          2,424,588
  Income taxes payable ..........................................          158,734            980,769
  Other current liabilities .....................................        1,149,419          1,245,518
                                                                       -----------       ------------
              Total current liabilities .........................       11,459,524          4,650,875
Deferred income taxes ...........................................           80,000             80,000
                                                                       -----------       ------------
              Total liabilities .................................       11,539,524          4,730,875
Shareholders' equity:
  Preferred stock, par value $.001 per share;
    5,000,000 shares authorized;  no shares issued
  Common stock, par value $.001 per share;
    25,000,000 shares authorized;  March
    31,  1997 -- 6,090,508 shares issued,
    5,429,383 shares outstanding;  June
    30,  1996 -- 6,095,508 shares issued,
    5,434,383 shares outstanding ................................            6,091              6,096
 Additional paid in capital .....................................       34,119,697         34,133,027
 Unrealized loss on investments .................................          (77,669)                --
 Retained earnings ..............................................       16,209,614         17,912,038
 Treasury stock, at cost;  661,125 shares .......................       (5,270,544)        (5,270,544)
                                                                      ------------       ------------
                 Total shareholders' equity .....................       44,987,189         46,780,617
                                                                      ------------       ------------
                                                                       $56,526,713        $51,511,492
                                                                      ============       ============
</TABLE>



           See notes to condensed consolidated financial statements.


                                       3
<PAGE>   4

                       CYBEX COMPUTER PRODUCTS CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                                  JUNE 30,
                                                                           1996            1997
                                                                           ----            ----

<S>                                                                     <C>             <C>        
Net sales .......................................................       $7,427,913      $10,694,694

Cost of sales ...................................................        3,486,579        5,048,921
                                                                        ----------      -----------

    Gross profit ................................................        3,941,334        5,645,773

Research and development expenses ...............................          522,486          774,712

Selling, general and administrative expenses ....................        1,875,794        2,712,023
                                                                        ----------      -----------
    Operating income ............................................        1,543,054        2,159,038

Other income ....................................................          387,303          485,386
                                                                        ----------      -----------   

    Income before provision for income taxes ....................        1,930,357        2,644,424

 Provision for income taxes .....................................          700,000          942,000
                                                                        ----------      -----------

  Net income ....................................................       $1,230,357      $ 1,702,424

Net income per common and common equivalent share:

  Primary .......................................................       $      .22      $       .31
                                                                        ==========      ===========

  Fully Diluted .................................................       $      .22      $       .31
                                                                        ==========      ===========


Weighted average common and common 
equivalent shares outstanding:

   Primary ......................................................        5,620,962        5,532,785
                                                                        ==========      ===========

   Fully Diluted ................................................        5,620,962        5,542,016
                                                                        ==========      ===========
</TABLE>


            See notes to condensed consolidated financial statements


                                       4

<PAGE>   5

                       CYBEX COMPUTER PRODUCTS CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                                  JUNE 30,
                                                                           1996                1997
                                                                           ----                ----
<S>                                                                     <C>                <C>       
Cash flows from operating activities:
  Net income ...................................................        $1,230,357         $1,702,424
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation ...............................................            70,375            123,987
    Amortization of discount on investments ....................          (311,158)          (353,641)
    Provision for losses on accounts receivable ................             5,617            104,000
    Gain on sale of investments ................................                --            (29,969)
       Changes in operating assets and liabilities:
      Accounts receivable-trade ................................          (162,614)          (907,799)
      Inventories ..............................................           553,586           (904,765)
      Accounts payable and accrued expenses ....................             7,107            369,316
      Other ....................................................           (61,351)            74,867
      Income taxes payable .....................................           700,000            822,035
                                                                      ------------       ------------
                                                                         2,031,919          1,000,455
Net cash provided by  operating activities

Cash flows from investing activities:
  Purchases of property and equipment ..........................          (726,500)          (296,844)
  Purchases of investments available for sale ..................       (11,636,297)        (6,093,347)
  Proceeds from the sale of investments ........................                --          2,128,977
  Proceeds from maturities of investments ......................        22,798,516         18,060,000
                                                                      ------------       ------------
   Net cash provided by investing activities ...................        10,435,719         13,798,786

Cash flows from financing activities:
  Repayment of note payable ....................................        (5,000,000)        (8,000,000)
  Proceeds from issuance of common stock .......................                               13,335
                                                                      ------------       ------------
   Net cash provided by (used in) financing activities .........        (5,000,000)        (7,986,665)
                                                                      ------------       ------------

  Net increase  in cash and cash equivalents ...................         7,467,638          6,812,576
Cash and cash equivalents, beginning of period .................           862,878          2,424,385
                                                                      ------------       ------------
Cash and cash equivalents, end of period .......................        $8,330,516         $9,236,961
                                                                      ============       ============

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest .....................            $3,500            $13,216
                                                                      ============       ============

</TABLE>


            See notes to condensed consolidated financial statements



                                       5

<PAGE>   6


                       CYBEX COMPUTER PRODUCTS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  BASIS OF PRESENTATION

          The accompanying unaudited condensed consolidated financial statements
of Cybex Computer Products Corporation (the Company) have been prepared by
management in accordance with generally accepted accounting principles for
interim financial information and in conjunction with the rules and regulations
of the Securities and Exchange Commission. In the opinion of management, all
adjustments necessary for a fair presentation of the interim condensed
consolidated financial statements have been included, and all adjustments are of
a normal and recurring nature. The condensed consolidated financial statements
as of and for the interim period ended June 30, 1997 should be read in
conjunction with the Company's consolidated financial statements as of and for
the year ended March 31, 1997 included in the Company's Form 10-K filed June 25,
1997. Operating results for the three months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ended
March 31, 1998. The March 31, 1997 balance sheet data presented herein was
derived from audited financial statements but does not include all disclosures
required by generally accepted accounting principles.

2. INVENTORIES

          At March 31, 1997 and June 30, 1997, inventories consisted of the
following:

<TABLE>
<CAPTION>
                                       March 31,       June 30,
                                         1997            1997
                                      ----------      ----------

       <S>                            <C>             <C>       
       Raw materials ...........      $2,358,877      $3,248,588
       Work in process .........         888,089         987,321
       Finished goods ..........         588,390         504,211
                                      ----------      ----------
                                      $3,835,356      $4,740,120
                                      ==========      ==========
</TABLE>

3.   LINE OF CREDIT

          The Company renegotiated its line of credit on July 1, 1997, to
provide borrowings of up to $5.0 million at the bank's prime rate. The line of
credit expires July 1, 1998. There were no borrowings outstanding under the
Company's line of credit as of June 30, 1997.

4. STOCK OPTIONS

          Options to purchase 102,500 shares of common stock were issued on
varying dates throughout the quarter to employees under the 1995 Employee Stock
Option Plan at the market price as of the effective date. Also, options to
purchase 5,000 shares of common stock were exercised during the quarter.




                                       6
<PAGE>   7



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto included in the Company's
form 10-K for year ended March 31, 1997 filed on June 25, 1997.

GENERAL

     The Company develops, produces and markets keyboard, video monitor and
mouse ("KVM") switch and extension products for use in the computer industry.
The Company's KVM switch products ("KVM Switch Products") provide up to four
users, each with a separate keyboard, video monitor and mouse, with the
capability to control up to 2160 personal computers ("PCs"), thereby eliminating
the need for individual keyboards, video monitors or mice ("KVM Peripherals")
for the controlled PCs. Elimination of KVM Peripherals can provide significant
cost reduction (lower initial investment and ongoing utility costs) and space
savings as well as more efficient technical support capabilities. The Company's
KVM Switch Products allow users to control IBM-compatible and Macintosh PCs and
many Sun, Hewlett Packard, Digital Equipment Corporation (DEC), IBM, and Silicon
Graphics workstations functioning either as stand-alone systems or as file,
communications or print servers ("Servers") operating within a local area
network ("LAN"). The Company also has computer interfaces for its Autoboot
Commander 4xPTM/1xPTM, which operate with models of IBM RS/6000, Hewlett
Packard, DEC's Alpha, and Silicon Graphic's Indigo workstations. The Company's
AutoView Commander(TM), introduced in mid Fiscal 1997, utilizes a cost reduced
design, which was the basis for the following KVM Switch Product introductions:
AutoView Commander(TM), Personal Commander(TM) II, Autoboot Commander(TM) II, a
six-port switch for original equipment manufacturers (OEM), Duette
Commander(TM), AutoView Pro and QuickSwitch Commander(TM). Certain KVM Switch 
Products were certified by Novell Corporation for use with its network 
operating system software Netware 4.1. The Company's KVM Switch Products are 
particularly useful in networking environments where multiple computers are 
dedicated as Servers and in situations where multiple computers need to be 
controlled from one location to facilitate network management.

     The Company's family of KVM extension products ("KVM Extension Products")
allow users to separate the KVM Peripherals up to 600 feet from the PC. In
addition, certain KVM Extension Products allow multiple users shared access to
the same PC from different KVM Peripherals. The latest version of the PC
Extender(TM) SNAP, introduced in late Fiscal 1997, reduces cabling costs by half
and utilizes standard Category 5 UTP cabling, a commonly installed cable in
Ethernet networks. KVM Extension Products are particularly useful in congested
work areas or where working conditions may be hazardous to the function of the
computer.

     The Company's net sales have increased in each fiscal year due primarily to
increases in the number of units sold to both new and existing customers. These
annual net sales increases reflect the Company's strategy of increasing unit
volume and market share through the introduction of new products as well as
continuous enhancement of already accepted products with increased functionality
which are price competitive as compared to prior generations of the Company's
products and to the products of competitors. As a part of this strategy, the
Company seeks to be price competitive and to be the high quality provider of
products in its markets. This strategy has enabled the Company to sell
succeeding generations of products to existing customers as well as to increase
its market share by selling products to new customers.

     The Company has broadened its marketing strategy of expanding channels of
distribution by increased penetration in the OEM market and the worldwide
catalog market. During late Fiscal 1997, the Company announced its first
products designed specifically for the OEM market. These products are intended
to expand the Company's share of sales in the OEM marketplace. During this same
period, the Company began shipping certain KVM Switch Products to a major
worldwide catalog marketer under private label. This broadened channel
distribution strategy is expected to expand the Company's distribution channels
and increase market share.



                                       7
<PAGE>   8

     The Company contracts with third parties to provide completed subassemblies
of its products. The Company also outsources entire products (turnkey) for
certain stable high volume products. The Company believes that outsourcing
manufacturing generally enables the Company to control product costs more
effectively.

     The Company continually evaluates new product opportunities and engages in
substantial research and product development efforts. The Company expenses all
product research and development costs as incurred. Additionally, the Company
also incurs substantial expenses related to advertising and participation in
trade shows.

     Another important part of the Company's strategy is to emphasize customer
service and support. The Company offers a 30-day money back guarantee for all of
its products plus a one year limited warranty on parts. The Company has not
incurred significant sales and warranty returns expense to date. The Company
also offers sales discounts to its customers based on the level of sales to the
customers. Such discounts have historically not had a significant impact on the
Company's results of operations.

     The Company believes that increasing its international sales will be an
important aspect of future revenue growth. International sales comprised 23% of
the Company's total sales for the three months ended June 30, 1997, and 21% and
20% of the Company's total sales in Fiscal 1997 and Fiscal 1996, respectively.
All international sales are made in U.S. dollars.


RESULTS OF OPERATIONS

     The following table presents selected financial information derived from
the Company's statements of income expressed as a percentage of net sales for
the quarters ended indicated:

<TABLE>
<CAPTION>
                                                                THREE MONTHS
                                                               ENDED  JUNE 30,
                                                               ---------------
                                                                1996      1997
                                                                ----      ----
<S>                                                           <C>        <C>   
Net sales.................................................    100.0%     100.0%
  Cost of sales...........................................     46.9       47.2
                                                               ----      -----
Gross profit..............................................     53.1       52.8
 Research and development expenses........................      7.0        7.3
  Selling, general and administrative expenses............     25.3       25.4
                                                               ----      -----
Operating income..........................................     20.8       20.1
  Other income ...........................................      5.2        4.6
                                                              -----      -----
Income before income taxes................................     26.0       24.7
  Provision for income taxes..............................      9.4        8.8
                                                              -----      -----
Net income................................................     16.6%      15.9%
                                                              =====      =====
</TABLE>



Three Months Ended June 30, 1997 Compared to the Three Months Ended June 30,
1996

     Net sales increased 44.0% to $10.7 million in the three months ended June
30, 1997 from $7.4 million in the three months ended June 30, 1996. The net
sales increase resulted from increased sales volume to existing customers and
from an increase in sales volume to new customers of the Company's KVM Switch
Products and Extension Products. Sales of KVM Switch Products increased 52.6% to
$9.1 million in the three months ended June 30, 1997 from $6.0 million in the
three months ended June 30, 1996 primarily due to sales growth of the high-end
Switch segment of products including the Auotboot Commander 4xP(TM)/1xP(TM) and
also sales of the Autoview Commander(TM) and other products based on its cost
reduced design. Sales of KVM Extension Products increased 11.6% to $1.4 million
in the three months ended June 30, 1997 from $1.2 million in the three months
ended June 30, 1996. The PC Extender(TM) Snap accounted primarily for the 
growth in KVM Extension Product sales.



                                       8
<PAGE>   9

     As a percentage of net sales, the Company's KVM Switch Products increased
to 85.1% from 80.3% and KVM Extension Products declined to 13.0% from 16.7%
during the same period in Fiscal 1997. Management anticipates that sales of KVM
Extension Products will continue to be a substantial portion of the Company's
net sales.

     International sales increased 43% to $2.4 million in the three months ended
June 30, 1997 from $1.7 million in the three months ended June 30, 1996 and
accounted for 23% of total revenues. Sales to customers in Europe represented
approximately 13% of total revenues for the quarter. All European shipments for
the quarter were made from the Company's subsidiary in Shannon, Ireland, Cybex
Europe Ltd. (the Subsidiary).

     Gross profit increased 43.3% to $5.6 million in the three months ended June
30, 1997, from $3.9 million in the three months ended June 30, 1996. Gross
profit as a percentage of net sales declined slightly to 52.8% from 53.1% during
the same period in Fiscal 1997. Although down slightly as a percentage of net
sales from the prior year quarter due to increased volume of overall lower
margin product in the mix, gross profits have improved as a percentage over the
last two preceding quarters reflecting improvement in margins. The improvement
also reflects the absence of Ireland startup costs and reduced incremental costs
associated with the Subsidiary.

     Selling, general and administrative (SG&A) expenses increased 44.6% to $2.7
million (25.4% of net sales) in the three months ended June 30, 1997, from $1.9
million (25.3% of net sales) in the three months ended June 30, 1996. The
increase in SG&A reflects the increased level of expenditures in administration,
sales, customer support, advertising, and marketing activities required to
support the Company's expanded sales base domestically as well as the additional
SG&A costs for the Subsidiary. Management anticipates that the dollar amount of
selling, general and administrative expense will continue to increase, however,
the anticipated expanding sales volume should cause the expenses to continue to
remain relatively constant as a percentage of net sales.

     Research and development (R&D) expense grew 48.5% to $.8 million or 7.3%
of net sales in the three months ended June 30, 1997, from $.5 million or 7.0%
of net sales in the three months ended June 30, 1996. The increase in R&D
reflects Management's commitment to new product development and existing product
enhancement. Management anticipates that the dollar amount of research and
development expenses will increase and the percentage of net sales to increase
slightly.

     As a result of the factors discussed above, operating income increased
39.9% to $2.2 million (20.1% of net sales) in the three months ended June 30,
1997, from $1.5 million (20.8% of net sales) in the three months ended June 30,
1996.

     Other income increased 25.3% to $.5 million (4.6% of net sales) in the
three months ended June 30, 1997, compared to $.4 million in the three months
ended June 30, 1996. The increase is attributed to realized gains on investments
in equities as well as an increase in the amount of funds invested.

     Net income increased 38.4% to $1.7 million (15.9% of net sales) in the
three months ended June 30, 1997, from $1.2 million (16.6% of net sales) in the
three months ended June 30, 1996, as a result of the factors discussed above.


LIQUIDITY AND CAPITAL RESOURCES

     Prior to its initial public offering in July 1995, the Company financed its
operations primarily through cash flow from operations, supplemented with
borrowings under its line of credit as needed. As of June 30, 1997, the Company
had an available line of credit of $2.5 million with no outstanding borrowings.
The Company renegotiated an increase in the line of credit as of July 1, 1997,
to $5.0 million at the bank's prime rate.

     The Company's working capital position improved from $42,416,140 as of
March 31, 1997 to $44,104,574 as of June 30, 1997 (adjusted to include
$2,196,218 and $2,355,590 of long term-investments, respectively). This



                                       9
<PAGE>   10

improvement in the Company's working capital position was due primarily to
increased earnings during the quarter ended June 30, 1997.

     Cash provided from operating activities decreased from approximately $2.0
million for the three months ended June 30, 1996 to $1.0 million for the three
months ended June 30, 1997. This net decrease was caused by the offsetting
effect of increases in net income, accounts receivable, inventory and accounts
payable. The increase in net income and accounts receivable is attributed to the
increase in sales. The increase in inventory is attributed to the overall
anticipated demand for new products introduced in the products mix. The Company
will continue to increase the level of turnkey manufacturing of products as they
mature and designs stabilize, thereby reducing the level of inventory relative
to those products that the Company must maintain. The increase in accounts
payable relates directly to the increase in inventory.

     Capital expenditures totaled $.3 million in the first three months of
Fiscal 1997. The capital expenditures were used to purchase equipment for the
Company and the Subsidiary.

     The Company began construction of a new facility in Hunstville, Alabama
during the first quarter of Fiscal 1998 on land purchased in the prior fiscal
year. The new facility will contain approximately 120,000 square feet with space
for future expansion. The facility is designed to house the Company's sales,
marketing, research and development, manufacturing and administrative functions.
Occupancy is expected during the fourth quarter of Fiscal 1998. The project is
expected to cost aproximately $6.5 million. Expenditures relating to the
construction of the facility were minimal during the first quarter of Fiscal
1998.

     The Company believes that its current financial position and existing cash
and investments along with earnings and amounts available under its line of
credit will be sufficient to meet the Company's cash requirements over the next
twelve months.

 FINANCIAL ACCOUNTING DEVELOPMENTS

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS
No.128, which supersedes existing generally accepted accounting principles
relative to the calculation of earnings per share, is effective for years ending
after December 15, 1997, and requires restatement of all prior period earnings
per share information upon adoption. Generally, SFAS No.128 requires a
calculation of basic earnings per share, which takes into consideration income
(loss) available to common shareholders and the weighted average of common
shares outstanding. SFAS No. 128 also requires the calculation of a diluted
earnings per share, which takes into effect the impact of all additional common
shares that would have been outstanding if all dilutive potential common shares
relating to options, warrants, and convertible securities had been issued, as
long as their effect is dilutive, with a related adjustment of income available
for common shareholders, as appropriate. SFAS No. 128 requires dual presentation
of basic and diluted earnings per share on the face of the statement of income
and requires a reconciliation of the numerator and denominator of the basic
earnings per share computation. The Company does not expect the effect of its
adoption of SFAS No. 128 to be material.

YEAR 2000 COMPLIANCE

     The Company has and will continue to make certain investments in its
software systems and applications to ensure the Company is year 2000 compliant.
The financial impact has not been and is not anticipated to be material to its
financial position or its results of operations in any given year.

FORWARD LOOKING STATEMENTS

     When used in this Form 10-Q , the words "believe," "anticipate," "think,"
"intend," "will be," and similar expressions identify forward looking
statements. Such statements are subject to certain risks and uncertainties
which could cause actual results to differ materially from those projected.



                                       10
<PAGE>   11

Readers are cautioned not to place undue reliance on these forward looking
statements which speak only as of the date hereof. Readers are also urged to
carefully review and consider the various disclosures made by the Company which
attempt to advise interested parties of the factors which affect the Company's
business, including the disclosures made in other periodic reports on Forms
10-K, 10-Q and 8K filed with the Securities and Exchange Commission.


                           PART II - OTHER INFORMATION



Item 6.   Exhibits

             (a)    The following exhibits are being filed with this report:

<TABLE>
<CAPTION>
                    Exhibit No.   Description
                    -----------   -----------

                        <S>       <C>                              
                        11        Statement Regarding  Computation of Per Share 
                                  Earnings

                        27        Financial Data Schedule (For SEC use only)
</TABLE>


















                                       11
<PAGE>   12

                                   SIGNATURES

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


                                        CYBEX COMPUTER PRODUCTS CORPORATION



                                        /s/ Doyle C. Weeks
                                        ---------------------------------------
                                        Doyle C. Weeks
                                        Senior Vice President - Finance and
                                        Chief Financial Officer and Treasurer


Date:  August 12, 1997














                                       12
<PAGE>   13


                                INDEX OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.   DESCRIPTION                                              PAGE NO.
- -----------   -----------                                             --------
  <S>         <C>                                                       <C>
  11          Statement Regarding Computation of Per Share Earnings     14

  27          Financial Data Schedule (For SEC use only)
</TABLE>


















                                       13

<PAGE>   1



                                   EXHIBIT 11

                       CYBEX COMPUTER PRODUCTS CORPORATION

              STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                                         JUNE 30,
                                                                  1996              1997
                                                                  ----              ----
<S>                                                             <C>               <C>      
Primary:
Weighted average common shares outstanding ............         5,504,383         5,432,350

Net weighted average common stock options
  outstanding under the treasury stock method .........           116,579           100,435
                                                               ----------        ----------

Weighted average common and common
  equivalent shares outstanding .......................         5,620,962         5,532,785
                                                               ==========        ==========

Net income ............................................        $1,230,357        $1,702,424
                                                               ==========        ==========

Net income per common and common
  equivalent share ....................................              $.22              $.31
                                                               ==========        ==========


Fully Diluted:
Weighted average common shares outstanding ............         5,504,383         5,432,350

Net weighted average common stock options
  outstanding under the treasury stock method .........           116,579           109,666
                                                               ----------        ----------
Weighted average common and common
  equivalent shares outstanding .......................         5,620,962         5,542,016
                                                               ==========        ==========

Net income ............................................        $1,230,357        $1,702,424
                                                               ==========        ==========

Net income per common and common
  equivalent share ....................................              $.22              $.31
                                                               ==========        ==========
</TABLE>













                                       14

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CYBEX COMPUTER PRODUCTS CORPORATION FOR THE THREE
MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               JUN-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                           9,237
<SECURITIES>                                    27,251
<RECEIVABLES>                                    6,554
<ALLOWANCES>                                       341
<INVENTORY>                                      4,740
<CURRENT-ASSETS>                                46,372
<PP&E>                                           3,583
<DEPRECIATION>                                     988
<TOTAL-ASSETS>                                  51,511
<CURRENT-LIABILITIES>                            4,623
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             6
<OTHER-SE>                                      52,045
<TOTAL-LIABILITY-AND-EQUITY>                    51,511
<SALES>                                         10,695
<TOTAL-REVENUES>                                10,695
<CGS>                                            5,049
<TOTAL-COSTS>                                    5,049
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   104
<INTEREST-EXPENSE>                                   6
<INCOME-PRETAX>                                  2,644
<INCOME-TAX>                                       942
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,702
<EPS-PRIMARY>                                      .31
<EPS-DILUTED>                                      .31
        

</TABLE>


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