-----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, Kq84aMfCe8nkEQWE5hpEs3pLVEgZgy5CQ6MvvAA7wRgYCauSLIcOSZQAjCYHsgVz L6Gb9xwGxCiBI+obbBFZ+g== 0000350621-02-000006.txt : 20020414 0000350621-02-000006.hdr.sgml : 20020414 ACCESSION NUMBER: 0000350621-02-000006 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011228 ITEM INFORMATION: Other events FILED AS OF DATE: 20020211 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10726 FILM NUMBER: 02532790 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/A 1 q2fy2002pr8ka.txt PRESS RELEASE AMENDED FINANCIAL STATEMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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. The purpose of this Form 8-K/A is to amend the Current Report on Form 8-K dated December 28, 2001 and filed on January 25, 2002, to provide updated financial statements and pro forma information filed as Item 7 - Financial Statements and Exhibits. The updated financial statements reflect the devaluation of the Argentine peso that occurred on January 11, 2002. Although the devaluation occurred subsequent to the balance sheet date, the Argentine government had placed restrictions on the exchange of currency that were in effect on the balance sheet date. Therefore, in accordance with guidance set forth in Emerging Issues Task Force D-12, Foreign Currency Translation - Selection of Exchange Rate When Trading is Temporarily Suspended, the exchange rate in effect when market trading resumed on January 11, 2002 was used to prepare the December 28, 2001 financial statements. That rate was 1.65 Argentine pesos to one dollar U.S. currency; previously the two currencies had been pegged on a one-to-one basis. The effect of the devaluation on the Condensed Consolidated Statements of Operations was to increase net income by $464,000 in the thirteen week period ended December 28, 2001 and to decrease net loss by a like amount in the twenty-six week period ended on the same date. Certain net assets of C-COR's Argentine subsidiary, including cash deposits, accounts receivable, and accounts payable are denominated in U.S. dollars and converted into Argentine pesos, which is the functional currency of the Argentine subsidiary. The conversion into pesos at the 1.65:1 exchange ratio resulted in the $464,000 gain in both periods. The devaluation had no effect on the Pro Forma Condensed Consolidated Statements of Operations as the Company considers the gain on currency conversion to be a nonrecurring event. The effect of the devaluation on the Consolidated Balance Sheet as of December 28, 2001 was to reduce shareholders' equity by $3.6 million as various assets and liabilities were recalculated taking into account the devaluation. In accordance with Statement of Financial Accounting Standards No. 52, Foreign Currency Translation, translation adjustments from foreign exchange rate changes are recorded as a component of other comprehensive income (or loss) and charged to shareholders' equity. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Updated financial statements and pro forma information for the thirteen week and twenty-six week periods ended December 28, 2001 and December 29, 2000. 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: February 11, 2002 /s/ William T. Hanelly --------------------------------------- William T. Hanelly Chief Financial Officer, Secretary and Treasurer 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 income, net 502 90 -------- -------- Income before income taxes 1,192 7,141 Income tax expense 695 2,857 -------- -------- Income from continuing operations 497 4,284 Discontinued operations Loss on disposal of discontinued business segment, net of tax - (5) -------- -------- Net income $ 497 $ 4,279 ======== ======== Net income per share - basic: Continuing operations $ 0.02 $ 0.13 Loss on disposal of discontinued operations - - -------- -------- Net income $ 0.02 $ 0.13 ======== ======== Net income per share - diluted: Continuing operations $ 0.01 $ 0.13 Loss on disposal of discontinued operations - - -------- -------- Net income $ 0.01 $ 0.13 ======== ======== Weighted average common shares and common share equivalents Basic 32,129 32,955 Diluted 33,517 34,032 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 (1,259) (88) ---------- --------- Income (loss) before income taxes (7,334) 16,889 Income tax expense (benefit) (2,460) 6,791 ---------- --------- Income (loss) from continuing operations (4,874) 10,098 Discontinued operations Loss on disposal of discontinued business segment, net of tax - (4) ---------- --------- Net income (loss) $ (4,874) $ 10,094 ========== ========= Net income (loss) per share - basic: Continuing operations $ (0.15) $ 0.30 Loss on disposal of discontinued operations - - ---------- --------- Net income (loss) $ (0.15) $ 0.30 ========== ========= Net income (loss) per share - diluted: Continuing operations $ (0.15) $ 0.29 Loss on disposal of discontinued operations - - ---------- --------- Net income (loss) $ (0.15) $ 0.29 ========== ========= Weighted average common shares and common share equivalents Basic 32,304 33,498 Diluted 32,304 35,226 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 income, 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 $ 497 $ 4,279 Pro forma adjustments: Amortization of goodwill and other intangibles 1,904 82 Restructuring costs (401) 650 Gain on foreign currency transactions (464) - Loss on disposal of discontinued operations, net of tax - 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. 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 $ (4,874) $ 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 - Gain on foreign currency transactions (464) - Loss on disposal of discontinued operations, net of tax - 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. Consolidated Balance Sheets (in thousands of dollars) Dec. 28, June 29, 2001 2001 ------------ ---------- (Unaudited) ASSETS Current assets Cash and cash equivalents $ 58,214 $ 87,891 Marketable securities 5,035 13,002 Interest receivables 184 426 Accounts and notes receivables, net 45,937 26,167 Inventories 49,204 34,809 Deferred taxes 17,067 12,250 Other 4,904 9,740 ---------- ---------- Total current assets 180,545 184,285 Property, plant and equipment, net 27,648 21,609 Intangible assets, net 29,008 22,994 Deferred taxes 7,813 6,851 Other long-term assets 3,198 2,966 ---------- ---------- Total $ 248,212 $ 238,705 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 14,552 $ 12,723 Accrued liabilities 35,156 18,297 Current portion of long-term debt 256 264 ---------- ---------- Total current liabilities 49,964 31,284 Long-term debt, less current portion 1,733 1,501 Other long-term liabilities 2,254 2,011 Shareholders' equity 194,261 203,909 ---------- ---------- Total $ 248,212 $ 238,705 ========== ========== -----END PRIVACY-ENHANCED MESSAGE-----