-----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, L29eatsf3t2kCbSsEht5pV9pq7ifhrzltVY5c+UavZq8HWz38RoNlT1ZromXbS7D HB+S4TRwimyWwMSeVucW3Q== 0001045969-03-000078.txt : 20030121 0001045969-03-000078.hdr.sgml : 20030120 20030121143607 ACCESSION NUMBER: 0001045969-03-000078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030116 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030121 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: 03519381 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 d8k.txt FORM 8-K 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) January 16, 2003 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 7. Financial Statements and Exhibits. (c) Exhibits Number Description of Document ------ ----------------------- 99 Press Release dated January 16, 2003 of C-COR.net Corp. Item 9. Regulation FD Disclosure. On January 16, 2003, the Registrant issued a press release, which is attached to this Current Report as Exhibit 99 and incorporated herein by reference, announcing its Second Quarter Fiscal Year 2003 results. 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, thereunto duly authorized. C-COR.net Corp. (Registrant) January 21, 2003 By: /s/ William T. Hanelly ------------------------------- Name: William T. Hanelly Title: Chief Financial Officer, Secretary and Treasurer 3 EX-99 3 dex99.txt PRESS RELEASE Exhibit 99 January 16, 2003 Sally O. Thiel, Director Jo Ann Lehtihet Investor Relations Media Relations C-COR C-COR (814) 231-4402, email: sthiel@c-cor.net (814) 231-4438, email: jlehtihet@c-cor.net
C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2003 State College, PA (January 16, 2003) - C-COR.net Corp. (Nasdaq: CCBL), a global provider of broadband communications products, software systems, and services, today reported its financial results for the second quarter of fiscal year 2003, ended December 27, 2002. Management will discuss C-COR's 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 11, 2002 (posted on the C-COR web site at www.c-cor.net), or contact Investor Relations at 814-231-4438. Net sales for the second quarter of fiscal year 2003 were $54.0 million, compared to $67.2 million for the same period last year and $44.6 million for the previous quarter. Bookings in the second quarter were $57.4 million for a book-to-bill ratio of 1.06. - -------------------------------------------------------------------------------- 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, and are based on currently available information. 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, changes in regard to significant customers, 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 that 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 REPORTS FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2003-ADD 1 The Company recorded a net loss of $4.7 million for the second quarter of fiscal year 2003, compared to net income of $497,000 for the same period last year and a net loss of $7.3 million for the previous quarter. The net loss on a per share basis for the second quarter of fiscal year 2003 was $.13, compared to a profit of $.01 for the same period last year and a net loss of $.20 per share for the previous quarter. On a pro forma basis, the Company recorded a net loss of $4.3 million for the second quarter of fiscal year 2003, compared to net income of $949,000 for the same period last year and a net loss of $4.9 million for the previous quarter. The net loss per share on a pro forma basis for the second quarter of fiscal year 2003 was $.12, compared to a pro forma profit of $.03 per share for the same period last year and a pro forma net loss of $.13 per share for the previous quarter. For the second quarter of fiscal year 2003, pro forma results exclude a $926,000 provision for inventory obsolescence resulting from product rationalization as part of the integration of the Philips Broadband Networks acquisition, $496,000 of amortization of intangible assets relating to acquisitions, and a $675,000 gain on collections of accounts receivable that had been previously reserved and excluded from pro forma results. A complete reconciliation of the net loss reported on a GAAP (generally accepted accounting principles) basis with the net loss reported on a pro forma basis is provided in the attached table. C-COR anticipates that net sales for the third quarter of fiscal year 2003, ending March 28, 2003, will be between $54 million and $60 million with a net loss per share of between $.08 C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2003-ADD 2 and $.12 on a GAAP basis. On a pro forma basis, the Company anticipates a net loss per share of between $.07 and $.11. The difference between the GAAP and pro forma projections is the exclusion of $496,000 of amortization of intangible assets relating to acquisitions from the pro forma results. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets", as of June 29, 2002. As part of adopting this standard, the Company was required to assess the fair value of its business units to determine whether goodwill carried on its books was impaired as of the date of adoption and the extent of such impairment, if any. As a result of its evaluation, the Company did not have an impairment of goodwill as of June 29, 2002. The Company will be required to reevaluate whether goodwill is impaired on an ongoing annual basis. Although an exact estimate is not available at this time, it is likely that a substantial portion of the $71.2 million in goodwill reflected on the December 27, 2002, balance sheet will be determined to be impaired through the annual assessment test and would be reflected in the fourth quarter of fiscal year 2003 as a goodwill impairment charge. About C-COR C-COR (www.c-cor.net) is a leading provider of premium quality, globally-oriented fiber optic, digital video transport, and RF telecommunication products; OSS (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 second-to-none network integrity throughout the full network life cycle. C-COR's common stock is listed on the Nasdaq National Market (Symbol: CCBL) and is a component of the Russell 2000 Stock Index. C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2003-ADD 3 C-COR.net Corp. Condensed Consolidated Statements of Operations (unaudited, in thousands except per share amounts)
Thirteen Weeks Ended -------------------------------- December 27, December 28, 2002 2001 --------------- ------------ Net sales $ 53,974 $ 67,171 Cost of sales 41,390 46,657 --------------- ------------ Gross margin 12,584 20,514 Operating expenses: Selling and administrative 12,489 11,130 Research and product development 7,404 7,624 Amortization of goodwill and other intangibles 496 1,904 Restructuring costs (13) (401) --------------- ------------ Total operating expenses 20,376 20,257 Income (loss) from operations (7,792) 257 Interest expense (14) (64) Investment income 138 497 Foreign exchange gain 468 456 Other income, net 23 46 --------------- ------------ Income (loss) before income taxes (7,177) 1,192 Income tax expense (benefit) (2,469) 695 --------------- ------------ Net income (loss) $ (4,708) $ 497 =============== ============ Net income (loss) per share: Basic $ (0.13) $ 0.02 Diluted $ (0.13) $ 0.01 Weighted average common shares and common share equivalents Basic 36,355 32,129 Diluted 36,355 33,517
C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2003-ADD 4 C-COR.net Corp. Condensed Consolidated Statements of Operations (unaudited, in thousands except per share amounts)
Twenty-Six Weeks Ended ---------------------------- December 27, December 28, 2002 2001 ------------ ------------ Net sales $ 98,609 $ 119,196 Cost of sales 75,816 85,098 ------------ ------------ Gross margin 22,793 34,098 Operating expenses: Selling and administrative 24,256 21,850 Research and product development 13,806 14,324 Amortization of goodwill and other intangibles 789 3,808 Acquired in-process technology charge 1,560 0 Restructuring costs 198 1,102 ------------ ------------ Total operating expenses 40,609 41,084 Loss from operations (17,816) (6,986) Interest expense (236) (89) Investment income 729 1,000 Foreign exchange gain 371 435 Other expense, net (856) (1,694) ------------ ------------ Loss before income taxes (17,808) (7,334) Income tax benefit (5,842) (2,460) ------------ ------------ Net loss $ (11,966) $ (4,874) ============ ============ Net loss per share: Basic $ (0.33) $ (0.15) Diluted $ (0.33) $ (0.15) Weighted average common shares and common share equivalents Basic 36,351 32,304 Diluted 36,351 32,304
C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2003-ADD 5 C-COR.net Corp. Pro Forma Condensed Consolidated Statements of Operations* (unaudited, in thousands except per share amounts)
Thirteen Weeks Ended --------------------------------- December 27, December 28, 2002 2001 -------------- ------------- Net sales $ 53,974 $ 67,171 Cost of sales 40,464 46,657 -------------- ------------- Gross margin 13,510 20,514 Operating expenses: Selling and administrative 13,164 11,130 Research and product development 7,404 7,624 -------------- ------------- Total operating expenses 20,568 18,754 Income (loss) from operations (7,058) 1,760 Interest expense (14) (64) Investment income 138 497 Foreign exchange gain (loss) 468 (8) Other income, net 23 46 -------------- ------------- Income (loss) before income taxes (6,443) 2,231 Income tax expense (benefit) (2,129) 1,282 -------------- ------------- Net income (loss) $ (4,314) $ 949 ============== ============= Net income (loss) per share: Basic $ (0.12) $ 0.03 Diluted $ (0.12) $ 0.03 Weighted average common shares and common share equivalents Basic 36,355 32,129 Diluted 36,355 33,517
* 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 $(4,708) $ 497 Pro forma adjustments: Amortization of goodwill and other intangibles 496 1,904 Restructuring costs (13) (401) Obsolescence due to product rationalization from acquisition 926 0 Recovery of accounts receivable (675) 0 Foreign currency gain related to the Argentina operation 0 (464) Adjustment for income taxes (340) (587) ------- ------- Pro forma net income (loss) $(4,314) $ 949 ======= =======
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. C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2003-ADD 6 C-COR.net Corp. Pro Forma Condensed Consolidated Statements of Operations* (unaudited, in thousands except per share amounts) Twenty-Six Weeks Ended ----------------------------- December 27, December 28, 2002 2001 ------------ ------------ Net sales $ 98,609 $ 119,196 Cost of sales 74,890 85,098 ------------ ------------ Gross margin 23,719 34,098 Operating expenses: Selling and administrative 24,931 21,850 Research and product development 13,806 14,324 ------------ ------------ Total operating expenses 38,737 36,174 Loss from operations (15,018) (2,076) Interest expense (37) (89) Investment income 729 1,000 Foreign exchange gain (loss) 371 (29) Other expense, net (44) (394) ------------ ------------ Loss before income taxes (13,999) (1,588) Income tax benefit (4,811) (131) ------------ ------------ Net loss $ (9,188) $ (1,457) ============ ============ Net loss per share: Basic $ (0.25) $ (0.05) Diluted $ (0.25) $ (0.05) Weighted average common shares and common share equivalents Basic 36,351 32,304 Diluted 36,351 32,304
* 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 loss as follows: Net loss per GAAP $ (11,966) $ (4,874) Pro forma adjustments: Amortization of goodwill and other intangibles 789 3,808 Restructuring costs 198 1,102 Obsolescence due to product rationalization from acquisition 926 0 Recovery of accounts receivable (675) 0 Impairment of (recovery on) note receivable (800) 1,300 Acquired in-process technology charge 1,560 0 Settlement of foreign exchange contract 1,612 0 Foreign currency gain related to the Argentina operation 0 (464) Other purchase accounting adjustments 199 0 Adjustment for income taxes (1,031) (2,329) ------------ ------------ Pro forma net loss $ (9,188) $ (1,457) ============ ============
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. C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2003-ADD 7 C-COR.net Corp. Consolidated Balance Sheets (in thousands of dollars)
December 27, June 28, 2002 2002 -------------- ------------ (unaudited) ASSETS Current assets Cash and cash equivalents $ 37,783 $ 111,858 Accounts and notes receivables, net 38,315 27,582 Inventories 47,589 39,084 Refundable income taxes 888 10,425 Deferred taxes 18,462 18,715 Other 4,403 6,020 -------------- ------------ Total current assets 147,440 213,684 -------------- ------------ Property, plant and equipment, net 26,851 24,701 Intangible assets, net 75,691 8,843 Deferred taxes 28,410 20,549 Other long-term assets 3,392 3,046 -------------- ------------ Total $ 281,784 $ 270,823 ============== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 21,921 $ 15,333 Accrued liabilities 49,289 32,991 Current portion of long-term debt 642 633 -------------- ------------ Total current liabilities 71,852 48,957 Long-term debt, less current portion 1,125 1,263 Other long-term liabilities 2,036 2,005 Shareholders' equity 206,771 218,598 -------------- ------------ Total $ 281,784 $ 270,823 ============== ============
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