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 20, 2005

C-COR Incorporated

(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, PA	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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On January 20, 2005, the Registrant issued a press release announcing its financial results for the second quarter of fiscal year 2005. A copy of the press release is furnished as Exhibit 99.1 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 Exchange 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.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Number	Description of Document
99.1	Press Release dated January 20, 2005 announcing C-COR’s reporting of its financial results for second quarter of fiscal year 2005

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 Incorporated (Registrant)
January 25, 2005	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

EX-99.1

Exhibit 99.1

January 20, 2005
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 2005

State College, PA (January 20, 2005) – C-COR Incorporated (Nasdaq: CCBL), a global provider of interoperable network solutions for the Internet Protocol (IP) era that include access and transport products, software systems, and technical services, today reported its financial results for the second quarter of fiscal year 2005, ended December 24, 2004. Net sales for the second quarter were $58.5 million compared to $61.5 million for the same period last year.

Bookings for the Broadband Communications Products segment were $40.4 million, and net sales were $41.6 million for a book-to-bill ratio of .97. Bookings for the Broadband Management Solutions segment were $5.6 million, and net sales were $4.0 million for a book-to-bill ratio of 1.4. Bookings for the Broadband Network Services segment were $(8.5) million, and net sales were $12.9 million for a book-to-bill ratio of (.66). A change in the methodology in calculating backlog in the Broadband Network Services segment resulted in a reduction in the amount that the Company recognizes as backlog and a corresponding book-to-bill ratio in this segment. C-COR defines backlog as net sales anticipated over a 12-month period from customer commitments. In the second quarter, C-COR adopted more stringent criteria for recognizing customer commitments as backlog and for quantifying the amount to be included. As a result, certain less formal customer commitments in the Broadband Network Services segment are no longer included in the calculation of backlog.

The net loss for the second quarter of fiscal year 2005 was $1.7 million, compared to net income of $29.7 million for the same period last year. The loss per share for the second quarter of fiscal year 2005 was $.04 compared to earnings per diluted share of $.78 for the same period last year. Last year’s 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.

C-COR’s results for the second quarter of fiscal year 2005 included $1.2 million of amortization related to intangible assets and $619,000 of restructuring charges. These items, which equate to $.04 on a per share basis, are included in results reported under generally accepted accounting principles (GAAP), but are typically excluded from the analyst estimates comprising the First Call consensus number. C-COR is breaking out these numbers to improve comparability of the reported GAAP results and the non-GAAP First Call number.

C-COR anticipates that net sales for the third quarter of fiscal year 2005, ending March 25, 2005, will be between $70 and $75 million with earnings (loss) per diluted share of between $(.04) and $.02. These projections include $1.2 million related to amortization of intangible assets and $85,000 of restructuring charges, or $.03 per diluted share, which are typically excluded from the First Call analyst projections. C-COR is breaking out these numbers to improve comparability of the projected GAAP results and the non-GAAP First Call number. The Company’s earnings projections for the third quarter do not include any charges for a potential IPR&D (in-process research and development) charge related to the recently completed acquisition of nCUBE Corporation or amortization of intangible assets acquired from nCUBE, because the Company cannot reliably estimate these charges at this time. The valuation of intangible assets and any IPR&D charge will be determined by a third party appraisal.

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 10, 2005 (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

C-COR offers world-class, market-focused business solutions for cable operators, telephone companies, broadcasters, and other private and public sector entities. C-COR’s solutions simplify the transition to Internet Protocol (IP) demand-oriented networks by delivering interoperable, modular products in sync with IP network upgrade cycles. The Company’s products and services include a suite of software applications that automate the management of content, network, subscribers, and workforce, with more than 200 deployments worldwide; next-generation optical transport products; on-demand video systems with implementations in more than 20 countries; and a range of network assurance and technical services that allows operators to design and keep their networks operating at peak performance. Leading network operators through the transition to the on demand IP era, C-COR leverages its dedicated global workforce to deliver solutions for lowering risk, improving profit margins, and effectively managing change. C-COR was recently named in CED Magazine’s “Broadband 50 Companies to Watch.” C-COR’s common stock is listed on the Nasdaq National Market (Symbol: CCBL) and is a component of the Russell 2000 Stock Index. For additional information regarding C-COR, visit www.c-cor.net.

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Thirteen Weeks Ended
	December 24, 2004			December 26, 2003
Net sales	$	58,487		$	61,530
Cost of sales		35,479			38,291
Gross margin		23,008			23,239
Operating expenses:
Selling and administrative		14,421			9,415
Research and product development		8,600			5,227
Amortization of intangibles		1,200			550
Restructuring costs (recovery)		619			(106	)
Total operating expenses		24,840			15,086
Income (loss) from operations		(1,832	)		8,153
Interest expense		(25	)		(20	)
Investment income		488			216
Foreign exchange gain		265			624
Gain on sale of bankruptcy trade claims		0			21,075
Other income, net		229			40
Income (loss) before income taxes		(875	)		30,088
Income tax expense		792			367
Net income (loss)	$	(1,667	)	$	29,721
Net income (loss) per share:
Basic	$	(0.04	)	$	0.81
Diluted	$	(0.04	)	$	0.78
Weighted average common shares and common share equivalents
Basic		43,128			36,737
Diluted		43,128			38,297

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Twenty-Six Weeks Ended
	December 24, 2004			December 26, 2003
Net sales	$	120,586		$	118,297
Cost of sales		75,899			75,037
Gross margin		44,687			43,260
Operating expenses:
Selling and administrative		26,372			18,619
Research and product development		15,930			10,469
Amortization of intangibles		2,346			1,100
Acquired in-process research and development charge		1,850			0
Restructuring costs (recovery)		619			(106	)
Total operating expenses		47,117			30,082
Income (loss) from operations		(2,430	)		13,178
Interest expense		(44	)		(41	)
Investment income		787			310
Foreign exchange gain		8			733
Gain on sale of bankruptcy trade claims		0			21,075
Other income, net		278			72
Income (loss) before income taxes		(1,401	)		35,327
Income tax expense		1,310			778
Net income (loss)	$	(2,711	)	$	34,549
Net income (loss) per share:
Basic	$	(0.06	)	$	0.94
Diluted	$	(0.06	)	$	0.92
Weighted average common shares and common share equivalents
Basic		43,081			36,652
Diluted		43,081			37,651

C-COR Incorporated

Consolidated Balance Sheets

(in thousands of dollars)

	December 24, 2004		June 25, 2004
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	23,339	$	63,791
Restricted cash		3,074		1,637
Marketable securities		40,709		52,934
Broker receivable for unsettled trades		7,665		0
Accounts receivable, net		52,421		43,785
Unbilled receivables		9,676		3,494
Inventories		21,902		25,680
Other		6,461		4,849
Total current assets		165,247		196,170
Property, plant and equipment, net		19,789		17,697
Goodwill		58,080		38,312
Other intangible assets, net		12,265		10,752
Deferred taxes		338		754
Other long-term assets		3,932		3,200
Total	$	259,651	$	266,885
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	17,880	$	23,571
Accrued liabilities		27,730		31,274
Deferred taxes		396		467
Current portion of long-term debt		154		158
Total current liabilities		46,160		55,470
Long-term debt, less current portion		696		772
Other long-term liabilities		2,790		2,381
Shareholders’ equity		210,005		208,262
Total	$	259,651	$	266,885

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 known and unknown 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 complete and 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.