-----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, UgA6+yrTlxxYncu+g4DIUmqCkAYaTtDpDw3bl20SxdDndTUAmpbQ9sAJDlXY+e4f jOv9K8oFokb8X0scWC15lQ== 0000350621-02-000004.txt : 20020414 0000350621-02-000004.hdr.sgml : 20020414 ACCESSION NUMBER: 0000350621-02-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010804 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: 02518011 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 adcbcd8k8401.txt ADC BCD ACQUISTION UPDATED FINANCIALS 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) August 4, 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 The purpose of this Form 8-K, is to file updated interim financial statements of ADC Telecommunications, Inc. - Broadband Communications Division and Subsidiaries (BCD) and pro forma information - see Item 7 - Financial Statements and Exhibits. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS The following financial statements and pro forma financial information exhibits are filed as part of this report: (a) Interim Period Financial Statements of BCD: Consolidated Balance Sheet (unaudited) - As of July 31, 2001 Consolidated Statements of Operations (unaudited) - For the nine month periods ended July 31, 2001 and July 31, 2000 Consolidated Statements of Cash Flows (unaudited) - For the nine month periods ended July 31, 2001 and July 31, 2000 Note to Unaudited Interim Financial Statements (b) Pro forma financial information: Pro Forma Condensed Consolidated Balance Sheet (unaudited) as of June 29, 2001 with respect to the Registrant and July 31, 2001 with respect to BCD Pro Forma Condensed Consolidated Statement of Operations (unaudited) for the year ended June 29, 2001 with respect to the Registrant and the year ended July 31, 2001 with respect to BCD Notes to Pro Forma Condensed Consolidated Financial Statements (c) Exhibits None 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
ADC TELECOMMUNICATIONS, INC. - BROADBAND COMMUNICATIONS DIVISION CONSOLIDATED BALANCE SHEET - UNAUDITED As of July 31, 2001 (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents .......................................... $ 1,059 Accounts receivable, net ........................................... 7,673 Inventories ........................................................ 40,002 Prepaid income taxes and other assets .............................. 2,787 -------- Total current assets ............................................... 51,521 PROPERTY AND EQUIPMENT, net ........................................ 8,460 OTHER ASSETS ....................................................... 1,229 -------- $ 61,210 ======== LIABILITIES AND PARENT'S EQUITY CURRENT LIABILITIES: Accounts payable ................................................... $ 7,211 Accrued liabilities ................................................ 8,238 Notes payable and current maturities of long-term debt ............. 1,000 Payable to Parent .................................................. 53,654 -------- Total current liabilities .......................................... 70,103 LONG-TERM DEBT, less current maturities ............................ 473 -------- Total liabilities .................................................. 70,576 PARENT'S EQUITY .................................................... (9,366) -------- $ 61,210 ========
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ADC TELECOMMUNICATIONS, INC. - BROADBAND COMMUNICATIONS DIVISION CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED (In thousands) Nine Months Ended July 31, ------------------------ 2001 2000 ---------- ---------- NET SALES ............................................ $ 81,400 $ 122,762 COST OF PRODUCTS SOLD ................................ 71,381 79,581 ---------- ---------- GROSS PROFIT ......................................... 10,019 43,181 ---------- ---------- EXPENSES: Research and development ............................. 10,337 16,204 Selling and administration ........................... 31,730 26,842 Impairment charges ................................... 18,453 -- Goodwill amortization ................................ 671 1,755 Nonrecurring charges ................................. 4,067 -- ---------- ---------- Total expenses ....................................... 65,258 44,801 ---------- ---------- OPERATING INCOME (LOSS) .............................. (55,239) (1,620) OTHER INCOME (EXPENSE), NET: Interest ............................................. (1,384) (1,046) Other ................................................ (13) (1,709) ---------- ---------- LOSS BEFORE INCOME TAXES ............................. (56,636) (4,375) BENEFIT FOR INCOME TAXES ............................. 13,017 1,529 ---------- ---------- NET LOSS ............................................. $ (43,619) $ (2,846) ========== ==========
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ADC TELECOMMUNICATIONS, INC. - BROADBAND COMMUNICATIONS DIVISION CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (In thousands) Nine Months Ended July 31, ----------------------------------- 2001 2000 --------------- ---------------- OPERATING ACTIVITIES: Net loss .............................................................. $ (43,619) $ (2,846) Adjustments to reconcile net loss to net cash from Operating activities - Inventory and fixed asset write-offs (recovery) ................ 124 (842) Depreciation and amortization .................................. 2,791 4,171 Accounts receivable reserves ................................... 1,133 13 Inventory reserves ............................................. (641) (571) Impairment charges ............................................. 18,453 -- Changes in operating assets and liabilities, net of acquisitions Accounts receivable ................................... 24,655 9,203 Inventories ........................................... 5,400 3,094 Prepaid income taxes and other assets ................. 2,415 (4,152) Accounts payable ...................................... (4,137) (5,209) Accrued liabilities ................................... (5,989) (2,704) -------------- -------------- Total cash provided by operating activities ...... 585 157 -------------- -------------- INVESTING ACTIVITIES: Acquisitions, net of cash acquired .................................... (2,657) (4,752) Property and equipment additions, net ................................. (388) (3,791) Long-term investments ................................................. -- 1,604 -------------- -------------- Total cash used for investing activities ......... (3,045) (6,939) -------------- -------------- FINANCING ACTIVITIES: Increase in debt and due to parent .................................... 823 6,451 -------------- -------------- Total cash provided by financing activities ...... 823 6,451 -------------- -------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH ..................................... (91) 68 -------------- -------------- DECREASE IN CASH AND CASH EQUIVALENTS ....................................... (1,728) (263) CASH AND CASH EQUIVALENTS, beginning of period .............................. 2,787 2,855 -------------- -------------- CASH AND CASH EQUIVALENTS, end of period .................................... $ 1,059 $ 2,592 ============== ==============
6 Note to Unaudited Interim Financial Statements The unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, and in the opinion of management, contain all the adjustments (consisting of normal, recurring adjustments), necessary to fairly present BCD's financial position as of July 31, 2001, and the results of its operations for the nine-month periods ended July 31, 2001 and 2000. 7 PRO FORMA FINANCIAL INFORMATION The accompanying unaudited pro forma condensed consolidated balance sheet of the Registrant as of June 29, 2001, and the related unaudited pro forma condensed consolidated statement of operations for the year ended June 29, 2001, give effect to the acquisition of certain assets and liabilities of ADC Telecommunications, Inc.'s, Broadband Communications Division (BCD), as described in Note 1 of the Notes to the Pro Forma Condensed Consolidated Financial Statements, as if the transaction had occurred as of June 29, 2001, in the case of the unaudited pro forma condensed consolidated balance sheet, and as of July 1, 2000, in the case of the unaudited pro forma condensed consolidated statement of operations. The unaudited pro forma condensed consolidated statement of operations for the year ended June 29, 2001, also gives effect to the Registrant's acquisition of MobileForce Technologies, Inc. (MobileForce) completed on April 27, 2001, as described in Note 2 of the Notes to the Pro Forma Condensed Consolidated Financial Statements, as if the transaction had occurred as of July 1, 2000. The unaudited pro forma condensed consolidated financial statements have been prepared by the Registrant and should be read in conjunction with the Registrant's historical consolidated financial statements, which have been previously filed in the Company's Annual Report on Form 10-K for the year ended June 29, 2001, the historical consolidated financial statements of BCD, both those included herein and those which have been previously filed by the Registrant on Form 8-K/A, dated August 4, 2001, as amended on October 19, 2001, and the historical financial statements of MobileForce, which have been previously filed by the Registrant on Form 8-K/A, dated April 27, 2001, as amended on July 10, 2001. Since the unaudited pro forma condensed consolidated financial statements which follow are based upon the financial condition of BCD and operating results of BCD and MobileForce during the periods when they were not under the control or management of the Registrant, the information presented may not be indicative of the results which would have actually been obtained had the acquisitions been completed on July 1, 2000 nor are they indicative of future operating results or financial position. Consideration for the acquisition was approximately $24,904,000 consisting of a cash payment of $24,596,000 to ADC and direct transaction costs incurred of approximately $308,000. The pro forma information including the allocation of the purchase price is based on management's estimates. An independent valuation of intangible assets has not yet been completed, and as such, the allocations and related tax effects are preliminary and subject to change. For purposes of the pro forma information included, the excess of the purchase price over the allocation to tangible identifiable assets and liabilities has been presumed to be goodwill, and therefore no amortization was reflected in the unaudited pro forma condensed consolidated statement of operations. 8
C-COR.NET CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS) June 29, 2001 Historical -------------------------------- PRO FORMA PRO FORMA C-COR BCD ADJUSTMENTS COMBINED ASSETS Current Assets: Cash and cash equivalents $87,891 $1,059 (39) (A) $64,007 (24,904) (E) Marketable securities 13,002 - - 13,002 Receivables, net 26,593 7,673 (3,340) (A) 29,092 (1,834) (C) Inventories 34,809 40,002 (639) (A) 54,556 (19,616) (C) Prepaid and other assets 21,990 2,787 (613) (A) 25,803 1,639 (B) ------------------------------------------------- ---------------- Total current assets 184,285 51,521 (49,346) 186,460 Property, plant and equipment, net 21,609 8,460 (212) (A) 28,982 (875) (C) - Intangible assets, net 22,994 1,229 5 (A) 31,209 6,981 (B) Other assets 9,817 - - 9,817 ------------------------------------------------- ---------------- $ 238,705 $ 61,210 $ (43,447) $ 256,468 ------------------------------------------------- ---------------- LIABILITIES Current Liabilities: Accounts payable $12,723 $7,211 $ (6,413) (A) $13,521 Accrued liabilities 18,297 8,238 (621) (A) 34,960 9,046 (C) Current portion of long-term debt 264 1,000 (1,000) (A) 264 ------------------------------------------------- ---------------- Total current liabilities 31,284 16,449 1,012 48,745 Long-term debt, less current portion 1,501 473 (171) (A) 1,803 Other liabilities 2,011 - - 2,011 Shareholders' equity 203,909 44,288 3,367 (A) 203,909 (47,655) (D) ------------------------------------------------- ---------------- $ 238,705 $ 61,210 $ (43,447) $ 256,468 ================================================= ================
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements. 9
C-COR.NET CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) For the Year Ended June 29, 2001 Historical ------------------------------------------- PRO FORMA PRO FORMA C-COR MobileForce BCD ADJUSTMENTS COMBINED Net sales $223,295 $ 501 $ 127,250 $ - $ 351,046 Cost of sales 177,668 1,876 101,955 - 281,499 ---------------------------------------------------- ----------- Gross margin 45,627 (1,375) 25,295 - 69,547 Operating expenses: Selling and administrative 31,011 5,886 41,232 - 78,129 Research and product development 17,399 5,363 15,707 - 38,469 Amortization of goodwill and other intangibles 1,536 - 798 6,142 (A) 8,476 Acquired in-process technology charge 1,500 - - 1,500 Goodwill impairment - 18,453 - 18,453 Restructuring costs 11,031 - 4,734 - 15,765 ---------------------------------------------------- ----------- Total operating expenses 62,477 11,249 80,924 6,142 160,792 ---------------------------------------------------- ----------- Loss from operations (16,850) (12,624) (55,629) (6,142) (91,245) Interest and other income, net 3,859 (1,886) (1,398) - 575 ---------------------------------------------------- ----------- Loss before income taxes (12,991) (14,510) (57,027) (6,142) (90,670) Income tax benefit (5,164) - (13,177) (7,228) (B) (32,351) (6,782) (C) ---------------------------------------------------- ----------- Loss from continuing operations $ (7,827) $ (14,510) $ (43,850) $ 7,868 $ (58,319) ==================================================== =========== Net loss per share: Basic $ (0.24) $ (1.77) Diluted $ (0.24) $ (1.77) Weighted average common shares and common share equivalents Basic 32,905 32,905 Diluted 32,905 32,905
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements. 10 C-COR.NET CORP. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA) NOTE 1 - ADJUSTMENTS TO THE BALANCE SHEET (A) To reflect an adjustment for certain assets and liabilities of BCD that were not acquired or assumed by the Registrant as part of the purchase transaction. (B) To reflect the excess of acquisition cost over the estimated fair value of net assets acquired. The purchase price and purchase allocation are summarized as follows: Purchase price: Cash paid to ADC Telecommunications, Inc. $24,596 Direct transaction costs and expenses 308 ------ Total purchase price $24,904 ====== Allocated to: Historical book values of BCD assets and liabilities $44,288 Adjustment in the basis of assets acquired and liabilities not assumed as part of the purchase transaction (See A) 3,367 Fair value adjustments: Accounts receivable (1,834) Inventory (19,616) Property, plant and equipment (875) Accrued liabilities (9,046) Deferred tax assets for differences in fair value and tax basis 1,639 ------ Total allocations $17,923 ====== Excess purchase price over allocation to tangible identifiable assets and liabilities $ 6,981 ====== The allocation of purchase price is based upon management's estimates and reflect fair market value adjustments to the carrying value of assets acquired and liabilities assumed in the acquisition. The fair market value adjustments primarily include inventories related to certain product lines that became redundant or are being discontinued, as well as certain warranty liabilities assumed in the purchase. (C) To reflect the fair value adjustments of assets and liabilities acquired (see B). (D) To reflect the elimination of shareholder's equity accounts of BCD. (E) To reflect the consideration paid for the acquisition, which included a cash payment to ADC Telecommunications, Inc. and direct transaction costs and expenses. 11 NOTE 2 - ADJUSTMENTS TO THE STATEMENT OF OPERATIONS (A) To reflect the amortization of the goodwill and acquired intangible assets over the estimated useful life of three years for the Registrant's acquisition of MobileForce Technologies, Inc. (MobileForce) from the period of July 1, 2000 through the acquisition date of April 27, 2001. (B) To reflect the tax effect of goodwill amortization and record tax benefits related to the net loss of MobileForce on a consolidated basis, using the federal statutory rate of 35%. State tax benefits, if any, have not been provided since management believes it is not more likely than not that the Registrant would have realized for state income tax purposes a tax benefit for the net loss of MobileForce in the period presented. (C) To reflect the additional tax benefit related to net losses of BCD on a consolidated basis, using the federal statutory rate of 35%. State tax benefits, if any, have not been provided since management believes it is not more likely than not that the Registrant would have realized for state income tax purposes a tax benefit for the net loss of BCD in the period presented. 12 -----END PRIVACY-ENHANCED MESSAGE-----