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 22, 2004

C-COR.net Corp.

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-10726	24-0811591
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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 issued January 22, 2004

Item 12. Results of Operations and Financial Condition

On January 22, 2004, C-COR.net Corp. issued a press release announcing its financial results for the second quarter of fiscal year 2004. A copy of the press release is furnished as Exhibit 99 to this Form 8-K.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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 22, 2004	By:	/s/    William T. Hanelly
	Name:	William T. Hanelly
	Title:	Chief Financial Officer

EX-99

Exhibit 99

C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER

FISCAL YEAR 2004

Third Straight Quarter of Sequential Growth in Net Sales

State College, PA (January 22, 2004) – 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 2004, ended December 26, 2003. Net sales for the second quarter of fiscal year 2004 were $61.5 million compared to $54.0 million for the same period last year, an increase of 14%. Net sales have increased in each of the last three quarters. Bookings in the second quarter were $61.9 million for a book-to-bill ratio of 1.01.

Net income for the second quarter of fiscal year 2004 was $29.7 million, compared to a net loss of $4.7 million for the same period last year. Earnings per share on a diluted basis for the second quarter of fiscal year 2004 were $.78, compared to a net loss per share of $.13 for the same period last year. The current year second quarter results include $21.1 million received on the sale of the Company’s trade claims against Adelphia Communications and affiliates that were previously written off, and the collection of approximately $1.6 million in delinquent accounts receivable that had previously been fully reserved. The gain on the sale of the trade claims is reflected on a separate line in the Statement of Operations, whereas the collection of the delinquent accounts receivable reduced selling and administrative expense for the quarter. The results for the second quarter of fiscal year 2004 also include software sales of $6.2 million that were recorded using the completed contract method based on customer acceptances that occurred in the quarter.

C-COR anticipates that net sales for the third quarter of fiscal year 2004, ending March 26, 2004, will be between $58 and $60 million with earnings per diluted share of between $.06 and $.08. The Company anticipates that software sales for the third quarter of fiscal year 2004 will be lower than the second quarter based on customer acceptance schedules.

Corporate 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 January 7, 2004 (posted on the C-COR web site at

www.c-cor.net), or contact Investor Relations at 814-231-4402 or 814-231-4438.

About C-COR (www.c-cor.net)

C-COR is a leading provider of premium quality, globally-oriented optical, digital video transport, and RF telecommunication products; operation support software solutions; and high-end technical field services—a triple play for cost-effective delivery of voice, video, and high-speed data over advanced HFC broadband networks. C-COR’s latest end-to-end fiber optic network solution, the FTTmaX, uses PON (passive optical network) technology to transport voice, video, and data over the last mile to the home or business. 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.net Corp.

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Thirteen Weeks Ended
	December 26, 2003			December 27, 2002
Net sales	$	61,530		$	53,974
Cost of sales		38,291			41,390
Gross margin		23,239			12,584
Operating expenses:
Selling and administrative		9,415			12,489
Research and product development		5,227			7,404
Amortization of intangibles		550			496
Restructuring costs (recovery)		(106	)		(13	)
Total operating expenses		15,086			20,376
Income (loss) from operations		8,153			(7,792	)
Interest expense		(20	)		(14	)
Investment income		216			138
Foreign exchange gain		624			468
Gain on sale of bankruptcy trade claims		21,075			0
Other income, net		40			23
Income (loss) before income taxes		30,088			(7,177	)
Income tax expense (benefit)		367			(2,469	)
Net income (loss)	$	29,721		$	(4,708	)
Net income (loss) per share:
Basic	$	0.81		$	(0.13	)
Diluted	$	0.78		$	(0.13	)
Weighted average common shares and common share equivalents
Basic		36,737			36,355
Diluted		38,297			36,355

C-COR.net Corp.

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Twenty-six Weeks Ended
	December 26, 2003			December 27, 2002
Net sales	$	118,297		$	98,609
Cost of sales		75,037			75,816
Gross margin		43,260			22,793
Operating expenses:
Selling and administrative		18,619			24,256
Research and product development		10,469			13,806
Amortization of intangibles		1,100			789
Acquired in-process technology charge		0			1,560
Restructuring costs (recovery)		(106	)		198
Total operating expenses		30,082			40,609
Income (loss) from operations		13,178			(17,816	)
Interest expense		(41	)		(236	)
Investment income		310			729
Foreign exchange gain (loss)		733			(1,241	)
Gain on sale of bankruptcy trade claims		21,075			0
Other income, net		72			756
Income (loss) before income taxes		35,327			(17,808	)
Income tax expense (benefit)		778			(5,842	)
Net income (loss)	$	34,549		$	(11,966	)
Net income (loss) per share:
Basic	$	0.94		$	(0.33	)
Diluted	$	0.92		$	(0.33	)
Weighted average common shares and common share equivalents
Basic		36,652			36,351
Diluted		37,651			36,351

C-COR.net Corp.

Condensed Consolidated Balance Sheets

(unaudited, in thousands of dollars)

	December 26, 2003		June 27, 2003
ASSETS
Current assets
Cash and cash equivalents	$	64,029	$	22,609
Restricted cash		2,045		2,300
Accounts receivable, net		42,013		35,750
Inventories		26,186		30,438
Other		3,869		4,762
Total current assets		138,142		95,859
Property, plant and equipment, net		20,487		24,418
Goodwill		15,034		15,034
Other intangible assets, net		2,836		3,936
Deferred taxes		647		507
Other long-term assets		2,934		3,091
Total	$	180,080	$	142,845
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	19,343	$	20,299
Accrued liabilities		37,260		37,260
Deferred taxes		607		528
Current portion of long-term debt		170		175
Total current liabilities		57,380		58,262
Long-term debt, less current portion		853		938
Other long-term liabilities		2,315		2,116
Shareholders’ equity		119,532		81,529
Total	$	180,080	$	142,845

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.