-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AyqIC72Nr6eoeQBti07hgQz3v2NFXQyHZjW/btprr8QZMNSueytixaUg5rrub0ij 8vCybNh0PKrrp2XwgewWtQ== 0000350621-02-000003.txt : 20020414 0000350621-02-000003.hdr.sgml : 20020414 ACCESSION NUMBER: 0000350621-02-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011228 ITEM INFORMATION: Other events FILED AS OF DATE: 20020125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C COR NET CORP CENTRAL INDEX KEY: 0000350621 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 240811591 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10726 FILM NUMBER: 02518007 BUSINESS ADDRESS: STREET 1: 60 DECIBEL RD CITY: STATE COLLEGE STATE: PA ZIP: 16801 BUSINESS PHONE: 8142382461 MAIL ADDRESS: STREET 1: 60 DECIBEL ROAD CITY: STATE COLLEGE STATE: PA ZIP: 16801 FORMER COMPANY: FORMER CONFORMED NAME: C COR ELECTRONICS INC DATE OF NAME CHANGE: 19920703 8-K 1 q2fy2002pr.txt PRESS RELEASE Q2 FY2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 28, 2001 C-COR.net Corp. (Exact name of Registrant as specified in its charter) Pennsylvania 0-10726 24-0811591 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 60 Decibel Road, State College, Pennsylvania 16801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (814) 238-2461 (Former name or former address, if changed since last report.) Item 5. Other Events. On January 17, 2002, the Registrant issued a press release, which is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference, announcing its Second Quarter Fiscal Year 2002 results. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release, dated January 17, 2002, of C-COR.net Corp. 2 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 hereunto duly authorized. C-COR.net Corp. (Registrant) Date: January 25, 2002 /s/ William T. Hanelly ---------------------------------- William T. Hanelly Chief Financial Officer, Secretary and Treasurer 3 Exhibit 99.1 January 17, 2002 Sally O. Thiel, Director Jo Ann Lehtihet Investor Relations Media Relations C-COR.net C-COR.net (814) 231-4402, (814) 231-4438, email: sthiel@c-cor.net email: jlehtihet@c-cor.net C-COR.NET ANNOUNCES SECOND QUARTER FY 2002 RESULTS Company Returns to Profitability as Net Sales Increase 29% Over Prior Quarter State College, PA (January 17, 2002) - C-COR.net (Nasdaq: CCBL), a global provider of broadband technology and services, today reported its financial results for the second quarter of fiscal year 2002, ended December 28, 2001. Corporate management will discuss financial results on a conference call today at 9:45 AM (ET). For information on how to access the conference call, refer to C-COR's news release dated December 21, 2001 (posted on the C-COR web site at www.c-cor.net), or contact Mindi Young at 814-235-3437. Net sales for the second quarter of fiscal year 2002 were $67.2 million compared to $52.0 million in the previous quarter, and $66.0 million for the same period last year. Bookings in the second quarter were $71.3 million for a book-to-bill ratio of 1.06. -MORE- - -------------------------------------------------------------------------------- Some of the information presented in this announcement constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent the Company's judgment regarding future events. Although the Company believes it has a reasonable basis for these forward-looking statements, the Company cannot guarantee their accuracy and actual results may differ materially from those the Company anticipated due to a number of uncertainties, many of which the Company is not aware. Factors which could cause actual results to differ from expectations include, among others, capital spending patterns of the communications industry, the demand for network integrity, the trend toward more fiber in the network, the Company's ability to develop new and enhanced products, the Company's ability to provide complete network solutions, continued industry consolidation, the development of competing technology, the global demand for the Company's products and services, and the Company's ability to integrate acquisitions and achieve its strategic objectives. For additional information concerning these and other important factors which may cause the Company's actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- C-COR.NET ANNOUNCES SECOND QUARTER FY 2002 RESULTS-ADD 1 The Company earned a profit of $33 thousand which is essentially breakeven earnings per share (EPS), compared to a loss of $.17 per share the previous quarter, and a profit of $.13 per share for the same period a year ago. Diluted EPS on a pro forma basis for the second quarter were $.03 compared to the First Call consensus estimate of a pro forma loss of $.05 per share, a pro forma loss of $.07 per share last quarter, and a pro forma profit of $.14 per share for the same period last year. Pro forma EPS for the second quarter of FY 2002 excludes $1.9 million of amortization of goodwill and other intangibles resulting from acquisitions, and a $.4 million benefit from a reduction of previously recorded restructuring reserves. For the second half of FY 2002, the Company anticipates net sales between $135 and $145 million, and pro forma EPS between $.06 and $.10. Pro forma EPS for the second half of FY 2002 excludes the continuing amortization of goodwill and other intangibles. The corresponding range of EPS computed on a generally accepted accounting principles (GAAP) basis would be between breakeven and a profit of $.04. Commenting on second quarter FY 2002 results, Dave Woodle, Chairman and CEO of C-COR, said, "I am pleased with the strong improvement in our financial results this quarter based on increased demand for our products and services. The increase in customer orders combined with improved corporate efficiency as we consolidate and operate our three divisions have resulted in a gross margin of 30% for the quarter." About C-COR.net C-COR (www.c-cor.net) is a diversified company providing premium quality, globally-tailored fiber optic, RF, and digital video transport telecommunications products, OSS -MORE- C-COR.NET ANNOUNCES SECOND QUARTER FY 2002 RESULTS-ADD 2 (Operations Support System) management solutions, and high-end technical field services-all enabling cost-effective delivery of voice, video, and high-speed data over advanced HFC (Hybrid Fiber Coax) broadband networks. Headquartered in the U.S., with facilities worldwide, C-COR's mission is to provide our customers with network integrity throughout the full network life cycle so they can better serve their customers. C-COR's common stock is listed on the Nasdaq National Market (Symbol: CCBL), and is a component of the Russell 2000 Stock Index. -MORE- C-COR.NET ANNOUNCES SECOND QUARTER FY 2002 RESULTS-ADD 3 Condensed Consolidated Statements of Operations (unaudited, in thousands except per share amounts) Thirteen Weeks Ended --------------------- Dec. 28, Dec. 29, 2001 2000 --------- ----------- Net sales $ 67,171 66,045 Cost of sales 46,657 48,372 -------- -------- Gross margin 20,514 17,673 Operating expenses: Selling and administrative 11,130 7,387 Research and product development 7,624 4,389 Amortization of goodwill and other intangibles 1,904 82 Restructuring costs (401) 650 -------- -------- Total operating expenses 20,257 12,508 Income from operations 257 5,165 Interest expense (64) (16) Investment income 497 1,902 Other expense, net 38 90 -------- -------- Income before income taxes 728 7,141 Income tax expense 695 2,857 -------- -------- Income from continuing operations 33 4,284 Discontinued operations Loss on disposal of discontinued business segment, net of tax 0 (5) -------- -------- Net income $ 33 $ 4,279 ======== ======== Net income per share - basic: Continuing operations $ 0.00 $ 0.13 Loss on disposal of discontinued operations 0.00 (0.00) -------- -------- Net income $ 0.00 $ 0.13 ======== ======== Net income per share - diluted: Continuing operations $ 0.00 $ 0.13 Loss on disposal of discontinued operations 0.00 (0.00) -------- -------- Net income $ 0.00 $ 0.13 ======== ======== Weighted average common shares and common share equivalents Basic 32,129 32,955 Diluted 33,517 34,032 MORE- C-COR.NET ANNOUNCES SECOND QUARTER FY 2002 RESULTS-ADD 4 Condensed Consolidated Statements of Operations (unaudited, in thousands except per share amounts) Twenty-six Weeks Ended ------------------------ Dec. 28, Dec. 29, 2001 2000 ------------------------ Net sales $ 119,196 $ 144,380 Cost of sales 85,098 105,414 ---------- --------- Gross margin 34,098 38,966 Operating expenses: Selling and administrative 21,850 16,250 Research and product development 14,324 8,813 Amortization of goodwill and other intangibles 3,808 164 Restructuring costs 1,102 650 ---------- --------- Total operating expenses 41,084 25,877 Income (loss) from operations (6,986) 13,089 Interest expense (89) (29) Investment income 1,000 3,917 Other expense, net (1,723) (88) ---------- --------- Income (loss) before income taxes (7,798) 16,889 Income tax expense (benefit) (2,460) 6,791 ---------- --------- Income (loss) from continuing operations (5,338) 10,098 Discontinued operations Loss on disposal of discontinued business segment, net of tax 0 (4) ---------- --------- Net income (loss) $ (5,338) $ 10,094 ========== ========= Net income (loss) per share - basic: Continuing operations $ (0.17) $ 0.30 Loss on disposal of discontinued operations 0.00 (0.00) ---------- --------- Net income (loss) $ (0.17) $ 0.30 ========== ========= Net income (loss) per share - diluted: Continuing operations $ (0.17) $ 0.29 Loss on disposal of discontinued operations 0.00 (0.00) ---------- --------- Net income (loss) $ (0.17) $ 0.29 ========== ========= Weighted average common shares and common share equivalents Basic 32,304 33,498 Diluted 32,304 35,226 -MORE- C-COR.NET ANNOUNCES SECOND QUARTER FY 2002 RESULTS-ADD 5 Pro Forma Condensed Consolidated Statements of Operations (unaudited, in thousands except per share amounts) Thirteen Weeks Ended ----------------------- Dec. 28, Dec. 29, 2001 2000 ----------------------- Net sales $ 67,171 $ 66,045 Cost of sales 46,657 48,372 ---------- ---------- Gross margin 20,514 17,673 Operating expenses: Selling and administrative 11,130 7,387 Research and product development 7,624 4,389 ---------- ---------- Total operating expenses 18,754 11,776 Income from operations 1,760 5,897 Interest expense (64) (16) Investment income 497 1,902 Other expense, net 38 90 ---------- ---------- Income before income taxes 2,231 7,873 Income tax expense 1,281 3,131 ---------- ---------- Net income $ 950 $ 4,742 ========== ========== Net income per share: Basic $ 0.03 $ 0.14 Diluted $ 0.03 $ 0.14 Weighted average common shares and common share equivalents Basic 32,129 32,955 Diluted 33,517 34,032 * The above pro forma condensed consolidated statements of operations have been adjusted to exclude the following non-operational and non-recurring items and reconcile to generally accepted accounting principles (GAAP) net income as follows: Net income per GAAP $ 33 $ 4,279 Pro forma adjustments: Amortization of goodwill and other intangibles 1,904 82 Restructuring costs (401) 650 Loss on disposal of discontinued operations, net of tax 0 5 Adjustment for income taxes (586) (274) ---------- ---------- Pro forma net income from continuing operations $ 950 $ 4,742 ========== ========== We provide pro forma financial information to help the reader better understand our operating results. This information is not in accordance with, or an alternative for, GAAP and may be different from the pro forma information provided by other companies. -MORE- C-COR.NET ANNOUNCES SECOND QUARTER FY 2002 RESULTS-ADD 6 Pro Forma Condensed Consolidated Statements of Operations (unaudited, in thousands except per share amounts) Twenty-six Weeks Ended Dec. 28, Dec. 29, 2001 2000 ----------- ----------- Net sales $ 119,196 $ 144,380 Cost of sales 85,098 105,414 ---------- ---------- Gross margin 34,098 38,966 Operating expenses: Selling and administrative 21,850 16,250 Research and product development 14,324 8,813 ---------- ---------- Total operating expenses 36,174 25,063 Income (loss) from operations (2,076) 13,903 Interest expense (89) (29) Investment income 1,000 3,917 Other expense, net (423) (88) ---------- ---------- Income (loss) before income taxes (1,588) 17,703 Income tax expense (benefit) (131) 7,098 ---------- ---------- Net income (loss) $ (1,457) $ 10,605 ========== ========== Net income (loss) per share: Basic $ (0.05) $ 0.32 Diluted $ (0.05) $ 0.30 Weighted average common shares and common share equivalents Basic 32,304 33,498 Diluted 32,304 35,226 * The above pro forma condensed consolidated statements of operations have been adjusted to exclude the following non-operational and non-recurring items and reconcile to generally accepted accounting principles (GAAP) net income (loss) as follows: Net income (loss) per GAAP $ (5,338) 10,094 Pro forma adjustments: Amortization of goodwill and other intangibles 3,808 164 Restructuring costs 1,102 650 Provision for impairment of note receivable 1,300 0 Loss on disposal of discontinued operations, net of tax 0 4 Adjustment for income taxes (2,329) (307) ---------- ---------- Pro forma net (loss) income from continuing operations $ (1,457) 10,605 ========== ========== We provide pro forma financial information to help the reader better understand our operating results. This information is not in accordance with, or an alternative for, GAAP and may be different from the pro forma information provided by other companies. -MORE- C-COR.NET ANNOUNCES SECOND QUARTER FY 2002 RESULTS-ADD 7 Consolidated Balance Sheets (in thousands of dollars) Dec. 28, June 29, 2001 2001 ------------ ---------- (Unaudited) ASSETS Current assets Cash and cash equivalents $ 58,283 $ 87,891 Marketable securities 5,035 13,002 Interest receivables 184 426 Accounts and notes receivables, net 46,595 26,167 Inventories 50,530 34,809 Deferred taxes 17,067 12,250 Other 5,560 9,740 ---------- ---------- Total current assets 183,254 184,285 Property, plant and equipment, net 28,577 21,609 Intangible assets, net 29,008 22,994 Deferred taxes 7,813 6,851 Other long-term assets 3,198 2,966 ---------- ---------- Total $ 251,850 $ 238,705 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 14,583 $ 12,723 Accrued liabilities 35,625 18,297 Current portion of long-term debt 256 264 ---------- ---------- Total current liabilities 50,464 31,284 Long-term debt, less current portion 1,734 1,501 Other long-term liabilities 2,254 2,011 Shareholders' equity 197,398 203,909 ---------- ---------- Total $ 251,850 $ 238,705 ========== ========== ##### -----END PRIVACY-ENHANCED MESSAGE-----