-----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, WdwXM4PwffBvVE/bvoaUEpBk81AZouBxLx+82XYo1pJq2qEgplEUFEP6qOaNROfI 9PeReUMHFJl7hKFWTP2pJg== 0000891618-03-003769.txt : 20030722 0000891618-03-003769.hdr.sgml : 20030722 20030722162305 ACCESSION NUMBER: 0000891618-03-003769 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030722 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COSINE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001060824 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 943280301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30715 FILM NUMBER: 03796676 BUSINESS ADDRESS: STREET 1: 3200 BRIDGE PKWAY STREET 2: STE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6506374777 MAIL ADDRESS: STREET 1: 3200 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 8-K 1 f91608e8vk.htm FORM 8-K CoSine Communications, Inc. Form 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 22, 2003

COSINE COMMUNICATIONS, INC.

(Exact name of registrant as specified in charter)

         
Delaware
(State or other jurisdiction
of incorporation)		   000-30715
(Commission File Number) 		  94-3280301
(I.R.S. Employer
Identification No.)
     
1200 Bridge Parkway, Redwood City California
(Address of principal executive offices)		   94065
(Zip Code)

Registrant’s telephone number, including area code: (650) 637-4777

Not Applicable
(Former name or former address, if changed since last report)

     The information in this Form 8-K, including the exhibits, is furnished pursuant to Items 9 and 12 and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Furthermore, the information in this Form 8-K, including the exhibits, shall not be deemed incorporated by reference into the filings of CoSine Communications, Inc. under the Securities Act of 1933.

 

Item 7. Financial Statements and Exhibits
Item 9. Regulation FD Disclosure
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1

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Item 7. Financial Statements and Exhibits

     (c)  Exhibits

             
      99.1     Text of press release dated July 22, 2003 and accompanying balance sheet and statement of operations

Item 9. Regulation FD Disclosure

The following information is furnished pursuant to Item 12, “Results of Operations and Financial Condition.”

On July 22, 2003, CoSine Communications, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2003. A copy of the press release and accompanying balance sheet and statement of operations is furnished as Exhibit 99.1 to this report.

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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.

         
        COSINE COMMUNICATIONS, INC.
(Registrant)
         
Date:   July 22, 2003
   
         
        /s/ Terry Gibson
Terry Gibson
Executive Vice President and Chief Financial
Officer

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INDEX TO EXHIBITS

     
Exhibit No.   Description
 
99.1   Press release dated July 22, 2003 and accompanying balance sheet and statement of operations issued by CoSine Communications, Inc.

  EX-99.1 3 f91608exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 [COSINE COMMUNICATIONS LOGO] PRESS RELEASE For additional information contact: Steve Goggiano CoSine Communications President & CEO 1200 Bridge Parkway (650) 637-4777 Redwood City, CA 94065 Web Site: www.cosinecom.com Terry Gibson Phone: 650.637.4777 Executive Vice President Fax: 650.628.4200 and CFO E-mail: 650.637.4777 investorrelations@cosinecom.com COSINE COMMUNICATIONS ANNOUNCES SECOND QUARTER FINANCIAL RESULTS COMPANY REPORTS REVENUE GROWTH DRIVEN BY EXPANSION BUSINESS FROM PREMIER CUSTOMER BASE REDWOOD CITY, CALIF., JULY 22, 2003 -- CoSine Communications, Inc. (Nasdaq: COSN - - News), a leading provider of managed, network-based IP service delivery platforms, today announced revenue for the quarter ended June 30, 2003 of $6.0 million, and a net loss of $7.7 million or $0.79 per share as compared to revenue of $2.2 million and a net loss of $8.9 million or $0.91 per share in the quarter ended March 31, 2003. The company ended the quarter with $76.3 million in cash and short-term investments. "We are pleased to report a return to revenue growth this quarter," said Steve Goggiano, President and CEO. "Our premier customer base continues to be one of our strongest assets. With some of the world's largest carriers using the CoSine product solution to build and grow a strategic IP service offering, we believe in our ability to be the leading profitable supplier of network-based IP services." "Based on my discussions with our carrier customers, I am convinced that the market for IP services has a strong future," said Goggiano. "Enterprise demand for IP services is continuing to grow each quarter as many of the world's leading companies look to reduce their communications and data networking costs by using reliable, secure, network-based IP solutions. Our Tier 1 carrier customers have addressed this significant market opportunity using CoSine-powered network-based IP solutions. Several other carriers have seen the demonstrated success of this opportunity and are considering a network-based approach." WEBCAST There will be a live webcast of the CoSine Q2 2003 Earnings Conference Call (today, July 22, 2003, at 2 p.m. PT / 5 p.m. ET). An archived webcast will also be available several hours after the live call. The replay will be available until August 5, 2003 and can be accessed from the company's website or by calling 888-286-8010 or 617-801-6888 and entering passcode 56562596. ABOUT COSINE COMMUNICATIONS Founded in 1998 and based in Redwood City, Calif., CoSine delivers carrier-class systems for the network edge that solve the fundamental problem of profitably customizing managed services such as IP VPNs, Managed Routers, Firewalls, MPLS, Denial of Service (DoS) protection and more for the unique needs of individual customers. Specifically, the company's intelligent, fully distributed, virtualized architecture infuses service provider networks with an unmatched capability to integrate, customize and effectively deliver managed services to hundreds of thousands of users. For more information about CoSine Communications, visit the company's Web site at: www.cosinecom.com. ### "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This release may contain forward-looking statements that involve risks and uncertainties. The company may use words such as "anticipate," "believe," "plan," "expect," "future," "intend" and similar expressions to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date of this release. Our actual results may vary significantly from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, the continued downturn in the telecommunications industry, failure to achieve revenue growth and profitability, product development, commercialization and technology difficulties, manufacturing costs, the impact of competitive products, pricing, changing customer requirements, timely availability and acceptance of new products, and changes in economic conditions in the various markets CoSine serves. A description of some of these factors is contained on pages 30 through 35 of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission for the fiscal year ending December 31, 2002 and on pages 19 through 25 of our Quarterly Report on Form 10-Q for the quarter ending March 31, 2003. CoSine Communications, Inc. CONSOLIDATED STATEMENT OF OPERATIONS (In conformity with generally accepted accounting principles) (in thousands, except per share data)
Three months ended Six months ended June 30, June 30, 2003 2002 2003 2002 (unaudited) (unaudited) (unaudited) (unaudited) ---------------------------- ---------------------------- Revenue $ 6,014 $ 6,066 $ 8,220 $ 13,159 Cost of sales 2,822 5,988 3,537 9,355 ---------------------------- ---------------------------- Gross profit 3,192 78 4,683 3,804 Operating expenses: Research and development 5,178 10,304 10,435 23,135 Sales and marketing 3,772 7,749 7,119 18,628 General and administrative 2,089 3,210 3,826 7,060 Restructuring and impairment charges 67 24,046 337 24,046 -------------------------------------------------------------- Total operating expenses 1 1,106 45,309 21,717 72,869 -------------------------------------------------------------- Loss from operations ( 7,914) (45,231) (17,034) (69,065) Interest income and expense and other, net 227 621 525 1,661 ---------------------------- ---------------------------- Loss before income tax provision ( 7,687) (44,610) (16,509) (67,404) Income tax provision 29 138 71 299 ---------------------------- ---------------------------- Net loss $ ( 7,716) $ (44,748) $ (16,580) $ (67,703) ============================ ============================ Basic and diluted net loss per common share $ (0.79) $ (4.63) $ (1.70) $ (7.02) Shares used in computing basic and diluted net loss per common share 9,748 9,673 9,733 9,647
CoSine Communications, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (In conformity with generally accepted accounting principles) (in thousands)
June 30, 2003 December 31, (unaudited) 2002(1) ---------------------------- ASSETS Current assets: Cash, cash equivalents and short-term investments $ 76,347 $ 101,467 Accounts receivable, trade 3,270 6,373 Accounts receivable, other 700 679 Inventory 3,599 3,175 Prepaid expenses and other current assets 3,038 4,054 ---------------------------- Total current assets 86,954 115,748 Property and equipment, net 2,287 2,816 Other assets 747 997 ---------------------------- $ 89,988 $ 119,561 ============================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 8,081 $ 18,666 Deferred revenue 1,359 1,444 Current portion of long-term debt 1,018 3,770 ---------------------------- Total current liabilities 10,458 23,880 Equipment and working capital loans, capital lease obligations and accrued rent 2,062 2,200 Stockholders' equity 77,468 93,481 ---------------------------- $ 89,988 $ 119,561 ============================
(1) Amounts are derived from the December 31, 2002 audited financial statements. -----END PRIVACY-ENHANCED MESSAGE-----