-----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, DrJ+QhjvfwA9aNvso/QieBpkw+G9XSNPrYvODm0oSpJ5YUSJNDHUcve3pVxgHGx8 QaCgHAfAW0J7qxdezNVsGQ== 0000950134-04-015902.txt : 20041028 0000950134-04-015902.hdr.sgml : 20041028 20041028162232 ACCESSION NUMBER: 0000950134-04-015902 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041028 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 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: 041102964 BUSINESS ADDRESS: STREET 1: 1200 BRIDGE PKWAY STREET 2: STE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6506374777 MAIL ADDRESS: STREET 1: 1200 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 8-K 1 f02790e8vk.htm FORM 8-K e8vk
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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): October 28, 2004

CoSine Communications, Inc.

(Exact name of registrant as specified in its charter)
         
Delaware   000-30715   94-3280301
  		 
  		 
 
(State or other jurisdiction
of incorporation) 		  (Commission File
Number) 		  (IRS Employer
Identification No.)
     
1200 Bridge Parkway,
Redwood City, California 		  94065
  		 
 
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number Including Area Code: (650) 637-4777

Not Applicable
(Former name or former address, if changes 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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

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Item 2.02 Results of Operations and Financial Condition.

On October 28, 2004, CoSine Communications, Inc. issued a press release announcing its financial results for its quarter ended September 30, 2004. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report.

The information in the report (including any exhibit attached to this Current Report), shall not be deemed “filed” for purposes 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. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by CoSine Communications, Inc., except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

     
99.1
  Press Release, dated October 28, 2004, of CoSine Communications, Inc.

 

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SIGNATURE

     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.
         
Date: October 28, 2004  COSINE COMMUNICATIONS, INC.
 		  
  By:   /s/ Terry Gibson    
    Terry Gibson   
    Executive Vice President, Chief Financial Officer and Secretary   
 

 

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INDEX TO EXHIBITS

     
Exhibit
No.
   Description
99.1
  Press Release, dated October 28, 2004, of CoSine Communications, Inc.

 

EX-99.1 2 f02790exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 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 THIRD QUARTER FISCAL 2004 FINANCIAL RESULTS REDWOOD CITY, CALIF., October 28, 2004 -- CoSine Communications, Inc. (Nasdaq: COSN - News), a provider of managed, network-based IP and Broadband Services Delivery Platforms, today announced revenue for the quarter ended September 30, 2004 of $1.1 million and a net loss of $14.6 million, or $1.47 per share, as compared to revenue of $4.0 million and a net loss of $ 8.2 million or $0.84 per share for the quarter ended September 30, 2003. The company ended the quarter with $33.6 million in cash and short-term investments and no long-term debt. CoSine and its investment advisors continue to explore strategic alternatives, which could include a sale of the company or its assets or a winding-down of the business and liquidation. The company completed the layoff of most of its employees in the quarter ended September 30, 2004 and has retained a transition team to provide customer support and handle matters related to the ongoing exploration of strategic alternatives. The company recorded a charge of $6.8 million in the quarter ended September 30, 2004 including $2.9 million for the costs related to the employee layoffs, $3.5 million to write inventory down to estimated net realizable value and $375,000 to terminate various supply agreements. On October 22, 2004, the company signed an agreement for early termination of the lease of its headquarters facility in Redwood City, California. Pursuant to the agreement, the lease will be terminated on December 31, 2004, as compared to the prior termination date of December 31, 2011, resulting in a $16,576,358 reduction in future rental obligations. The company has paid an early termination fee of $4,130,464, which includes prepaid rent through December 31, 2004 and compensation for costs to restore the premises. In addition, the company has waived its rights to recover a lease deposit of $420,941 and has tendered certain furniture and office equipment with an estimated value of less than $50,000. The company will take a charge in the quarter ending December 31, 2004 for this early termination of its lease. There can be no assurance that any transaction or other corporate action will result from the company's exploration of strategic alternatives. Further, there can be no assurance concerning the type, form, structure, nature, results, timing or terms and conditions of any such potential action, even if such an action does result from this exploration. CoSine does not intend to make any additional comments regarding such exploration unless and until developments warrant further disclosure. ABOUT COSINE COMMUNICATIONS CoSine Communications is a global telecommunications equipment supplier founded in 1998 to empower service providers to deliver a compelling portfolio of managed, network-based IP and Broadband services to consumers and business customers. From the edge of the network, several of the world's largest carriers use the CoSine platform to deliver customized and profitable network-based services to consumers and enterprises. 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 contains forward-looking statements, which include, among others, statements concerning CoSine's expected financial performance, exploration of strategic alternatives, and business outlook, expected performance and developments. The company uses words such as "anticipate," "believe," "plan," "expect," "future," "intend" and similar expressions to identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, CoSine's ability to identify and effectuate desirable strategic alternatives, the time and costs required to explore and investigate possible transactions and other corporate actions, management and board interest in and distraction due to exploring and investigating strategic alternatives, the reactions, either positive or negative, of investors, competitors, customers, employees and others to CoSine exploring possible strategic alternatives and opportunities and to any specific strategic alternative or opportunity selected by CoSine, the ability of CoSine to negotiate and finalize the termination of its existing real estate leases, and the continued downturn in the telecommunications industry and slow development of the market for network-based IP services, , all as may be discussed in more detail on pages 29 through 35 of our Annual Report on Form 10-K for the fiscal year ending December 31, 2003 and on pages 20 through 30 of our Quarterly Report on Form 10-Q for the quarter ending June 30, 2004. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. CoSine undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements. CoSine Communications, Inc. CONSOLIDATED STATEMENT OF OPERATIONS (In conformity with generally accepted accounting principles) (in thousands, except per share data)
Nine months ended September 30, -------------------------------------------------- 2004 2003 2004 2003 -------- -------- -------- -------- (unaudited) Revenue $ 1,088 $ 4,024 $ 8,111 $ 12,244 Cost of sales (1) 4,441 1,798 7,373 5,335 -------- -------- -------- -------- Gross profit (3,353) 2,226 738 6,909 Operating expenses: Research and development 3,709 5,485 13,316 15,920 Sales and marketing 3,056 3,191 9,594 10,310 General and administrative 1,721 1,817 4,626 5,643 Restructuring and impairment charges 2,871 14 5,214 351 -------- -------- -------- -------- Total operating expenses 11,357 10,507 32,750 32,224 -------- -------- -------- -------- Loss from operations (14,710) (8,281) (32,012) (25,315) Interest income and expense and other, net 82 112 304 637 -------- -------- -------- -------- Loss before income tax (benefits) provision (14,628) (8,169) (31,708) (24,678) Income tax (benefits) provision (9) 15 2 86 -------- -------- -------- -------- Net loss $(14,619) $ (8,184) $(31,710) $(24,764) ======== ======== ======== ======== Basic and diluted net loss per share $ (1.47) $ (0.84) $ (3.17) $ (2.54) Shares used in computing basic and diluted net loss per share 9,945 9,797 9,998 9,753
- ----------------- (1) Includes inventory write-down of $3,466, settlement with contract manufacturers of $375 and prepaid write-off of $75 in the three months and nine months ended September 30, 2004. CoSine Communications, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (In conformity with generally accepted accounting principles) (in thousands)
September 30, December 31, 2004 2003(1) --------- ------- (unaudited) ASSETS Current assets: Cash, cash equivalents and short-term investments $33,623 $57,752 Accounts receivable, trade 675 4,962 Accounts receivable, other 589 494 Inventory 20 4,003 Prepaid expenses and other current assets 3,752 2,668 --------- ------- Total current assets 38,659 69,879 Property and equipment, net -- 2,900 Long-term deposits 157 647 --------- ------- $38,816 $73,426 ========= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $7,049.70 $ 6,502 Deferred revenue 950 3,543 Current portion of long-term debt -- 129 --------- ------- Total current liabilities 8,000 10,174 Accrued rent 2,049 2,078 Stockholders' equity 28,767 61,174 --------- ------- $38,816 $73,426 ========= =======
- --------------------- (1) Amounts are derived from the December 31, 2003 audited financial statements. -----END PRIVACY-ENHANCED MESSAGE-----