C COR NET CORP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Fiscal Year Ended June 28, 2002

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-10726

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C-COR.net Corp.
(Exact name of Registrant as specified in its charter)

Pennsylvania 24-0811591

(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

60 Decibel Road
State College, Pennsylvania 16801
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (814) 238-2461

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
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None Not Applicable

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.05 par value
Series A Junior Participating Preferred Stock Purchase Rights

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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [_]

As of September 4, 2002, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $171,741,333.

As of September 4, 2002, the Registrant had 36,355,970 shares of Common Stock
outstanding.

Documents Incorporated by Reference:

Portions of the Registrant's definitive Proxy Statement to be filed prior to
October 25, 2002, relating to the Registrant's Annual Meeting of Shareholders,
are incorporated by reference into Part III of this Annual Report on Form 10-K.

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PART I

Item 1. Business

Some of the information presented in this report contains forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements represent
C-COR's judgment regarding future events and are based on currently available
information. Although C-COR believes it has a reasonable basis for these
forward-looking statements, we cannot guarantee their accuracy and actual
results may differ materially from those we anticipated due to a number of
uncertainties, many of which we are not aware.

Factors which could cause actual results to differ from expectations include:

. capital spending patterns of the communications industry;

. the global demand for C-COR's products and services;

. changes in the financial condition of significant customers;

. the amount of particular products, services, and software within the
overall mix of sales, as these products and services have varying profit
margins;

. our ability to develop new and enhanced hardware and software products;

. continued industry consolidation;

. the development of competing technologies;

. our ability to integrate acquisitions and achieve our strategic
objectives; and

. our ability to complete our restructuring initiatives and streamline our
operations successfully.

This listing of factors is NOT intended to include ALL potential risk factors.
The Company makes no commitment to update these factors or to revise any
forward-looking statements for events or circumstances occurring after the
statement is issued, except as required by law.

Introduction

C-COR, headquartered in State College, Pennsylvania, provides communications
equipment, software solutions, and technical services to the global market for
the full network life cycle of two-way hybrid fiber coax broadband networks.
C-COR was organized as a corporation under the laws of the Commonwealth of
Pennsylvania on June 30, 1953. Our core strategy is to leverage our reputation
for quality and service, our strong customer relationships, and our extensive
installed base of transmission equipment to provide a broad line of flexible,
reliable, and cost-effective network products and service solutions worldwide.

C-COR operates in three industry segments; Broadband Communications Products,
Broadband Network Services, and Broadband Management Solutions.

As a result of a corporate reorganization during fiscal year 2002, our segments
reflect a reporting change made as of June 28, 2002, whereby our business is
now conducted through three divisions, each focused on a business segment. As a
result of this change, our former Telecommunications Equipment segment has been
renamed the

1

Broadband Communications Products segment. In addition, our Broadband Network
Services and Broadband Management Solutions segments previously were
consolidated under the Broadband Management Services segment.

Broadband Communications Products (BCP), headquartered in Meriden, Connecticut,
with supporting facilities in the U.S., Mexico, and Austria, is responsible for
development, management, production, support, and sale of our advanced fiber
optic, digital video transport, and radio frequency equipment.

Broadband Network Services (BNS), headquartered in Lakewood, Colorado, with
satellite offices in the Northeast, Midwest, Southeast and Western regions of
the U.S., provides outsourced technical field services, including broadband
network engineering and design, construction, activation, optimization,
certification, maintenance, and operations. BNS is one of the nation's largest
non-cable operator-affiliated technical forces serving the cable industry.

Broadband Management Solutions (BMS), headquartered in Pleasanton, California,
with an engineering facility in State College, Pennsylvania, is responsible for
development, integration, management, implementation, support, and sale of our
operations support system software solutions to operate and manage reliable,
high-quality multi-service networks.

Our principal customers include many of the largest cable operators in the
United States, such as Adelphia Communications, AOL Time Warner, AT&T
Broadband, Charter Communications, Comcast and Cox Communications; a number of
smaller domestic cable operators; and several international cable operators.
These customers primarily operate hybrid fiber coax networks for delivering
video, voice, and data services to homes and businesses. Our customer base also
includes telephone companies and broadcasters who purchase digital video
transport equipment such as the C-COR DV6000/DV6400(R) product series.

See Note S to the consolidated financial statements for financial information
relating to each of the segments for fiscal years 2002, 2001 and 2000.

To meet our strategic objective of delivering a comprehensive line of
telecommunications equipment, management software solutions, and technical
services that our customers require across the hybrid fiber coax network, we
have made nine acquisitions since 1999. Two of these acquisitions were
completed during our fiscal year 2002:

. On July 3, 2001, we acquired Aerotec Communications, Inc. This
acquisition has enabled us to strengthen our position as a nationwide
provider of comprehensive technical services by expanding our presence
in the western United States and enhancing our network construction
capabilities.

. On August 4, 2001, we acquired certain assets and liabilities of the
Broadband Communications Division of ADC Telecommunications, Inc. (ADC).
This acquisition has expanded our product capabilities, particularly in
digital video transport; our customer and geographic reach, especially
overseas; our installed equipment base; and our employee resources.

Our most recent acquisition, Philips Broadband Networks (PBN), was completed on
September 16, 2002. PBN is a global provider of broadband products and services
with a strong customer base in Europe and the Asia Pacific region. The PBN
acquisition provides C-COR with an opportunity to significantly increase our
customer and installed equipment base in international markets. Further, PBN's
fiber optic transmitter equipment expands our product capabilities.

See Notes B and U to the consolidated financial statements for further
information relating to business combinations.

2

Industry Overview

A local hybrid fiber coax network (also known as the metro access tier of the
network) consists of a headend where information is received from a third party
operation (such as satellite, Internet gateway or telephony network) or from
another of the cable operator's facilities; a transmission infrastructure that
distributes the signal throughout the local network; and connections from the
local transmission network to the end-users or subscribers. Historically, these
systems offered one-way only video service.

During the past decade, the cable industry, like other segments of the
communications industry, has undergone substantial change as a result of:

. deregulation that allows competition among both wireline and wireless
telephone companies as well as cable operators for communications
services; and

. demand by consumers for two-way, high-speed broadband communications to
accommodate Internet, telephony, and other new information services that
are customized to meet specific end-user demand.

For the cable operator, these factors have resulted in:

. the need for upgrades to existing cable networks to provide two-way,
interactive broadband services that will allow cable operators to
compete against other broadband communications technologies;

. greater utilization of fiber optic technology for maximum network
performance and reliability;

. consolidation among cable operators, to achieve additional scale and
strengthen their balance sheets; and

. the need for more sophisticated network and service management products
as well as technical field services to support the complexity of
advanced two-way broadband communications systems.

While these evolving changes have provided many opportunities for cable
equipment suppliers, current market conditions are volatile due to a number of
factors:

. a reassessment by cable operators of capital spending requirements with
the objective of balancing subscriber demand for advanced services with
the financial market expectation of solid financial results, and in
particular a renewed emphasis on generating positive cash flow;

. the transition of most major domestic operators from large-scale network
upgrades to more targeted capital investment tied to the roll-out of
advanced services over smaller network segments;

. delayed spending in the international market for network upgrades to
support two-way capability for advanced voice, video, and data services;

. consolidation of cable equipment suppliers providing network products
and services to global broadband operators;

. the current macroeconomic environment, affecting cable subscriber demand
for network services, thereby influencing the cable operators' timing
for service roll-out and network improvements; and

. the filing of a petition of protection under federal bankruptcy statues
by a major cable operator.

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C-COR responded to these market challenges in fiscal 2002 by controlling our
costs, reducing our workforce as appropriate, consolidating facilities to
operate more efficiently, and acquiring companies to expand our customer base.

Strategy Overview

Our strategic goal is to balance our business base across three distinct market
segments: advanced telecommunications products; operations support system
software solutions; and technical field services. We are seeking to implement
this strategy through both internal development of new products and services as
well as acquisitions. Specific aspects of our strategy include:

Providing a Comprehensive Hybrid Fiber Coax Network Product Line. We offer a
full range of radio frequency and fiber optic transmission products to transmit
signals in both directions over hybrid fiber coax networks between "the headend
and the curb." In addition, we offer digital video transport products, which
are used primarily by telephone and broadcast companies to optically transport
a wide variety of uncompressed video, audio, and data signals over wide and/or
metropolitan areas.

Leveraging an Extensive Installed Base of Equipment for Upgrade and Rebuild
Sales. We are leveraging our large installed base of transmission equipment in
our customers' networks through upgrades, rebuilds, and node size reductions.
We provide a cost-effective path for our customers to upgrade existing
components of installed products rather than purchasing all new equipment.

Providing Broadband Management Software Solutions to Enhance Network
Integrity. Network integrity and reliability have become critical needs as
hybrid fiber coax network traffic and complexity have grown and as these
networks have become increasingly used by multiple service providers.
Traditional approaches to managing hybrid fiber coax networks focus on
monitoring limited, individual elements of the network, such as cable modems or
power supplies. In contrast, C-COR's Integrated Service Management (ISM(TM))
suite of operations support system solutions allows cable operators to automate
and proactively manage their network integrity and service delivery processes
across the network. Specifically, ISM's Network Service Manager application
predicts, detects, and helps to prevent faults and alarms across all domains
and network elements, in a multi-service, multi-vendor environment. The Network
Service Manager provides our customers with the tools to manage the entire
fault life cycle of their networks--from detection through resolution.

Delivering Total Network Solutions to Meet the Emerging Broadband Needs of
Hybrid Fiber Coax Network Operators. We are able to offer a broad network
solution to cable operators by delivering a comprehensive line of equipment,
management software solutions, and network services that they require across
the hybrid fiber coax network. We design the network to enhance reliability,
deliver the infrastructure equipment and management software, furnish
installation and activation services, and provide ongoing network management
and support services.

Increasing International Sales. We are currently supplying products and
services to a number of international customers, including cable operators in
Canada, Europe, and Asia. In addition, our recent acquisition of PBN has
expanded our customer base, particularly in Europe and Asia. With our broad
product and services offerings, we are supplying comprehensive network
solutions to network operators in various international markets who generally
prefer to purchase products and services from suppliers offering a more
complete product line.

Products, Software, and Services

We provide broadband communications products, technical services, and
management software solutions to support primarily cable operators as they
plan, design, build, and maintain complex broadband communications

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networks. During fiscal year 2002, these major market areas of equipment,
software, and services were formally realigned into the following three
business divisions:

Broadband Communications Products (BCP) provides our advanced fiber optic,
digital video transport, and radio frequency telecommunications equipment.

Broadband Network Services (BNS) provides technical field services, covering
broadband network engineering and design, construction, installation,
optimization, certification, maintenance and operations.

Broadband Management Solutions (BMS) provides our array of operations
support system software solutions to operate and manage reliable,
high-quality, multi-service networks.

Broadband Communications Products

The cable network is divided into two technology tiers: metro access and metro
core. The metro access tier covers the local hybrid fiber coax network
infrastructure delivering signals from the operator's local headend to the
subscriber's home and back. The metro core tier interconnects the cable
operator's local headend with other operator facilities or with third party
operations. An example of metro core connections would be between a cable
operator's headend and a broadcaster's facility in transporting quality video
over long distances. With our radio frequency and fiber optic equipment as well
as our digital video transport product family, C-COR's Broadband Communications
Products division has a market position in both the metro access and metro core
tiers.

Metro Access Product Families

A local hybrid fiber coax network connects a local central information source,
typically referred to as the headend, to individual residential or business
users through a physical plant of fiber optic and coaxial cables and a variety
of electrical and fiber optic devices that transmit, receive, modulate, and
amplify the signals as they move through the network. A typical local hybrid
fiber coax network consists of three major segments: the headend and hubs,
nodes, and the radio frequency plant. We offer a comprehensive range of metro
access technology products for each of these segments.

Headend and Hubs

The headend receives information from a satellite transmission, Internet
gateway, telephony network, or other source and converts this information to
laser modulated optical signals for transmission across the local network.
Larger networks feature both primary headends and a series of secondary
headends or hubs. We offer a broad range of headend and hub equipment under our
C-COR lumaCOR(TM) family of products and Optiworx(TM) product line. Together,
these product families feature advanced technology, such as dense wavelength
division multiplexing that allows multiple signal wavelengths to be transmitted
on one fiber across the network. The capabilities provided by dense wavelength
division multiplexing increase the volume of information conveyed over the
network. It also allows network operators flexibility in tailoring content,
such as video-on-demand, for individual subscribers by dedicating certain
wavelengths to that content. In addition, our lumaCOR products support
node-to-headend digital return technology, and our Optiworx products support
hub-to-headend digital return technology, both enhancing the return path
capacity of a network for multiple, two-way service applications used by homes
and businesses. At the end of fiscal year 2002, C-COR introduced a
next-generation headend system, the lumaCOR High Density Platform (HDP) that
combines the best features of the current lumaCOR and Optiworx product lines
with advanced capabilities to meet the future performance and capacity
requirements of our customers.

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Nodes

The general function of the node in the local hybrid fiber coax network is to
convert information from optical signals to radio frequency signals for
distribution to the home or business. C-COR offers four node product families.
Our naviCOR(R) nodes are upgradable, scalable, modular, and fully integrated
with our legacy C-COR radio frequency amplifiers. These features allow our
amplifiers to be upgraded to nodes and simple nodes to be upgraded to
telecommunication nodes that support narrowcasting for advanced subscriber
services and redundant configurations for a high level of reliability.
Narrowcasting refers to customizing content for certain subscribers by
dedicating fibers or wavelengths to that specific content. We have designed the
optical components of the naviCOR nodes to fit into the lid, or cover, of the
amplifier housing so that upgrades from amplifiers to nodes are easily
accomplished by replacing the lid. Our I-Flex-II(R) nodes are part of an 862
MHz global product family for fiber intensive architectures that require
cabinet or pedestal mount housings. Our ISX nodes offer a cost-effective blend
of functionality and network performance, supporting a wide range of advanced
services such as cable telephony, video-on-demand, and Internet access.
Finally, our FOX pedestal-mount fiber optic nodes are ideally suited for
fiber-to-the-curb, fiber-to-the-business, or fiber-to-the-last-amplifier
applications.

Radio Frequency Plant Equipment

The radio frequency plant comprises products that transmit information between
the nodes and subscribers. These products are essentially radio frequency
amplifiers that come in various configurations such as trunks, bridgers, and
line extenders. A trunk amplifier handles a large amount of information in a
network when the node size is greater than 500 homes. A bridger splits the
signal to send it to a greater number of destinations. Line extenders move the
information to the home or business. C-COR offers two amplifier product lines.
The C-COR legacy FlexNet(R) 750 MHz and 862 MHz radio frequency amplifier
product family has been developed specifically for delivering combinations of
analog and digital channels over hybrid fiber coax architectures. In addition,
C-COR also offers the MAX amplifier that is a high-performance, pedestal-mount
amplifier featuring extensive modularity for easy upgrading. The HMAX Apartment
House Amplifier, a product line under the MAX family of products, combines
advanced radio frequency technology with installer-friendly features to deliver
signals to cable subscribers at lower expense. The HMAX is dedicated to systems
in which input sources are cable drops, such as in multi-dwelling unit
architectures.

Metro Core Product Families

C-COR's DV6000/DV6400(R) family of transport products are capable of optically
transporting a wide variety of video, audio, and data signals over networks to
the cable operator's local headend. Since the establishment of the original
DV6000 system in 1993, the DV product family has evolved and continues to be
enhanced into one of the most widely used and cost-effective fiber optic
transport systems available. C-COR's DV platforms are used by major
telecommunications providers around the world to carry prominent video
programming.

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Summary of C-COR's Metro Access and Metro Core Products

The following table summarizes our major products and their primary functions
and features:

Product Family Products General Functions and Features
- -----------------------------------------------------------------------------------------------------

Headend and The lumaCOR and Optiworx . Compact design maximizes limited headend
Hubs branded headend and hub rack space.
products, together, include . Supports both 1310 nm and 1550 nm
headend equipment shelves, wavelengths.
optical forward path transmitters, . Receives digital and video return path
optical return path transmitters, signals.
erbium doped fiber amplifiers, . Supports standard and dense wavelength
optical forward path receivers, division multiplexing applications.
optical return path receivers, . Application-based transmitters include
digital return path transmitters/ single and/or dual output transmitters, split-
receivers, and application-based band transmitters, narrowcast transmitters,
transmitters. and broadcast transmitters.
- -----------------------------------------------------------------------------------------------------
Nodes naviCOR, ISX, I-Flex, and FOX . Available with C-COR's Transfer
branded nodes provide domestic Linearization Technology, a proprietary
and international, as well as solution that allows higher operating level
strand-mount and cabinet-mount capabilities and/or improved distortion
node solutions. performance.
. Offered as complete nodes or as optical
upgrades to existing amplifiers, providing a
cost-effective means of increasing fiber
penetration in networks by converting
existing radio frequency equipment to
nodes.
. Line of mini Fiber nodes are designed for
advanced, fiber-deep hybrid fiber coax
architectures, providing high radio
frequency output to service approximately
500 down to 100 homes as nodes are split,
usually with no further active device beyond
the node.
. Line of segmentable nodes provides forward
receivers and return transmitters with the
performance to handle multiple forward and
reverse segmentation, for supporting
scalability.
. Supports digital return applications.
. High degree of modularity and scalability
makes repair and reconfiguration quick and
easy.
- -----------------------------------------------------------------------------------------------------
Radio Frequency FlexNet and MAX branded . Delivers analog and digital channels.
Plant amplifiers provide domestic and . Available with C-COR's Transfer
international, as well as strand- Linearization Technology.
mount, cabinet-mount, and multi- . Modular design and/or fiber-in-the-lid
dweller solutions. upgrade enable an upgrade path for future
services without a high initial investment.

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Product Family Products General Functions and Features
- ------------------------------------------------------------------------------------------------------

Radio Frequency . Offered with advanced radio frequency
Plant technology and installer-friendly features to
(continued) deliver signals to the subscriber at lower
expense.
. HMAX amplifier line is dedicated to
systems in which input sources are cable
drops, such as in multi-dwelling unit
architectures.
- ------------------------------------------------------------------------------------------------------
Digital Video DV6000/DV6400 product family . Modular equipment shelves for up to 16
Transport offering high-performance, cost- channels.
System effective transport of video, audio, . Integrated digital channel switching.
and data services; SONET/SDH . 1310 nm and 1550 nm wavelength lasers,
signals; and LAN signals. optical repeater shelves, and erbium doped
fiber arrangements offer multiple optical
reach possibilities.
. Dense wavelength division multiplexing
capability (both unidirectional and bi-
directional).
. Multiple architectures offering protection
and redundancy.

New Product and/or Developments

New products and/or developments for our telecommunications equipment
introduced during fiscal year 2002 include:

Development and Launch of the lumaCOR High Density Platform (HDP), C-COR's
next-generation headend system. In June 2002, C-COR announced the availability
for shipment of our new High Density Platform (HDP), a cost-effective and dense
full-service headend system solution for supporting the network segmentation
requirements needed for advanced or triple-play (voice, video, and data)
services over hybrid fiber coax networks. The HDP is a flexible,
growth-oriented design that accommodates a 19-inch rackmount 4RU chassis that
houses up to 16 application modules. The application modules are scalable, thus
allowing the network provider the flexibility to uniquely tailor solutions to
current needs, minimize investments, and enable a "pay-as-you-grow" system
capacity expansion approach.

Development of the new naviCOR Quadrant II NQ5 Series Segmentable Node with
Digital Return Capabilities. Advanced broadband networks are moving toward
fully segmentable nodes that support a variety of analog and digital return
solutions. In June 2002, C-COR announced the development of our NQ5 highly
modular node that fully supports the level of scalability needed to meet
current and future network requirements. The Company anticipates these products
being available for shipment by the end of calendar year 2002. Regardless of
configuration, the NQ5 achieves the port-to-port isolation performance
requirements of analog and sophisticated digital modulation applications.
Additionally, the NQ5 will support both 1310 nm and 1550 nm forward and return
solutions required for a variety of architectures.

Enhancement of DV6000/DV6400 System Interface Capabilities. In June 2002,
C-COR completed the integration of two new interface capabilities in the
DV6000/DV6400 systems: Ethernet Tributary and Switch Interface Cards, and the
Information and Monitoring Interface (IMI) System. The DV platform was the
first fiber optic transport system in the industry to support Ethernet
transport. The new Ethernet Tributary and Switch Interface Cards build upon
this achievement by providing an Ethernet solution that is fully integrated
into the DV

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platform. The cards plug into any encoder/decoder slot of the DV6000, DV6400,
or DV6300 system to provide interface and switching functionality for 100BaseT
and 10BaseT Ethernet signals to a DV network ring. The new IMI System provides
a common, standards-based element management interface for the entire DV
product family via a standard SNMP (Simple Network Management Protocol)
management system and/or Web browser (HTTP) interface. The IMI sends SNMP
notifications (traps) to as many as five third party-SNMP management systems
for aggregation and display of status or alarm conditions, including
communication loss/reestablishment to a network element, and all shelf and
module alarm state and status condition changes. The IMI System is currently
available, and the Ethernet cards are projected to be available during the last
half of fiscal year 2003.

Broadband Network Services

With offices located throughout the U.S., C-COR's Broadband Network Services
division offers technical services for engineering, design, and deployment of
advanced subscriber services over broadband networks. The technical services
provided by the Broadband Network Services division include:

Service Description

- -----------------------------------------------------------------------------------------------------------
Outside Plant Technical Services Hands-on technical services performed in the customer's plant. These
are highly complex tasks largely centered on the conversion of the
cable operator's plant from a one-way analog video medium to a two-
way, fully interactive broadband pipe, and the continuing operation of
it as such. Among the services provided are system sweep, reverse path
activation, ingress mitigation, node certification, plant hardening, cable
testing, cable repair, system maintenance, contract service calls,
process design, personnel development and training, project
management, installation, coaxial and fiber splicing, and aerial and
underground construction.
- -----------------------------------------------------------------------------------------------------------
Network Integration Technical Systems integration and installation services for data, telephony, and
Services digital video platforms for both network operators and network
equipment manufacturers. Consulting services, including process
design advisory services, statistical process control system design,
network design, and specification consulting, are also provided.
Network systems integration technicians perform hands-on services
covering "rack and stack" final assembly and deployment of cable
modem termination systems, dense wavelength division multiplexing
lasers, and hybrid fiber coax telephony systems, among others.
- -----------------------------------------------------------------------------------------------------------
Outsourced Operational Services Full outsourcing services in handling field operations, including
technical management, system maintenance, customer service calls,
and installation activity.
- -----------------------------------------------------------------------------------------------------------
Network Design and Field Network design services, include walkout, strand digitizing, radio
Engineering Services frequency and optical fiber network design, electronics network
drafting, design quality control, drafting and documentation,
engineering consultation, system data archiving, and project
management.

Broadband Management Solutions

C-COR's Broadband Management Solutions division develops operations support
system solutions that enable our customers to automate and proactively manage
their networks and service delivery processes. C-COR's Integrated Service
Management (ISM(TM)) suite of operations support system software applications
delivers a unified view of customers, quality of service, and network
performance.

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The ISM currently incorporates the following specific application modules:

Application Module Description
- ---------------------------------------------------------------------------------------------

Network Service Manager A cross-domain network surveillance and performance management
solution that provides accurate discovery and status monitoring of
enterprise-wide, hybrid, multi-vendor, multi-function network
infrastructures. Information is integrated with customer service,
workforce management, billing data sources, and other operations
support system solutions to provide a real-time view of network,
customer, and service status.
- ---------------------------------------------------------------------------------------------
Mobile Workforce Manager A suite of field service management applications designed to
maximize the potential of each customer contact, improve
operational efficiency, and enhance customer service. The Mobile
Workforce Manager uses the simplicity and sophistication of
browser-based business applications, combined with wireless data
connectivity and mobile computing devices, to empower technical
field representatives in more efficiently provisioning, maintaining,
and selling broadband management services.

Significant Customers

During the past fiscal year, our customers have included almost all of the
largest cable system operators in the United States, as well as a number of
smaller domestic cable operators, several international cable operators, and
telephone companies and broadcasters interested in digital video transport
products. Our largest customers during fiscal year 2002 were Adelphia
Communications, Charter Communications, and AOL Time Warner, accounting for
30%, 11%, and 10%, respectively, of net sales. On June 25, 2002, Adelphia
Communications filed a petition for protection under the federal bankruptcy
statutes, and as such, we do not anticipate any significant new orders in the
near term from Adelphia. During the quarter ended June 28, 2002, we recorded a
charge-off to bad debts of $44.9 million due to management's assessment of the
recoverability of accounts receivable from Adelphia and affiliates. Our largest
customers during fiscal year 2001 were Adelphia Communications, Cox
Communications, AOL Time Warner, and Charter Communications, accounting for
17%, 15%, 15% and 12%, respectively, of net sales. Our largest customers during
fiscal year 2000 were AT&T Broadband, Time Warner Cable (now AOL Time Warner),
and Adelphia Communications, which accounted for 19%, 18% and 13%,
respectively, of net sales. All of these principal customers purchase both
products and services.

See Note P to the consolidated financial statements for further information
relating to concentration of credit risk.

Sales and Distribution

Our sales and distribution function is organized into two major global regions:
the first covering the Americas, and the second covering the EuroPacific area.
Corporate account managers focus on an overall business strategy for specific
large customers or groups of customers and support our divisional sales and
distribution efforts. Each of C-COR's three divisions has responsibility for
the sale of its specific products or services on a regional level.

Sales efforts are conducted from our headquarters; from offices in Europe,
Canada, Asia, and Latin America; from regional sales offices located throughout
the United States; and through numerous distributors around the world.

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We sell our products and services in the United States and Canada through our
direct sales force, which is organized geographically and approaches the
customer at the system level and by national account representatives which
approach the customer at the corporate level. A highly qualified technical
staff supports our sales force. They work closely with customers to design
systems, develop technical proposals, and assist with installation and
post-sale support.

International sales in Europe, Asia, and Latin America are made through our
direct sales force and through distributors. Overall sales management for the
EuroPacific area is located in the Netherlands office. Overall sales management
for Latin America is located at our headquarters in State College,
Pennsylvania. For fiscal year 2002, our international sales represented 13% of
consolidated net sales. In fiscal years 2001 and 2000, international sales were
13% and 11%, respectively, of net sales.

Additionally, we provide 24x7 technical support, both directly and through
distributors, as well as training for customers and distributors, as required,
both in our facilities and at our customers' sites.

Our marketing function develops strategies for product lines and, in
conjunction with the sales force, identifies evolving technical and application
needs of customers. The marketing function is also responsible for demand
forecasting and general support of the sales force.

During fiscal year 2002, we substantially completed the implementation of a
corporate-wide ERP (Enterprise Resource Planning) system, accessible by C-COR
personnel worldwide. The ERP system automates and standardizes key corporate
functions in finance, manufacturing, purchasing, and customer service
management.

Backlog

We schedule production of our Broadband Communications Products division's
equipment based on our backlog, informal commitments from customers, and sales
projections. Our backlog consists of firm orders by customers for delivery
within the next 12 months. The majority of equipment backlog typically is
shipped within one-to-two quarters. In contrast, backlog in the Broadband
Management Solutions and Broadband Network Services divisions typically
reflects longer-term systems development and field service projects that
convert into revenue over a 12-month period.

At June 28, 2002, our backlog of orders was $28.6 million, including $7.7
million for Broadband Communications Products, $20.2 million for Broadband
Network Services, and $689,000 for Broadband Management Solutions.

Anticipated orders from customers may fail to materialize and delivery
schedules may be deferred or canceled for a number of reasons, including
reductions in capital spending by network operators, customer financial
difficulties, annual capital spending budget cycles, and construction delays.

Research and Product Development

We operate in an industry that is subject to rapid changes in technology. Our
ability to compete successfully depends in large part upon anticipating such
changes. Accordingly, we engage in ongoing research and development activities
that are intended to advance existing product lines and develop or evaluate new
products. C-COR's Chief Technology Officer (CTO) is primarily responsible for
implementing our technology strategy. Our current research and product
development focus is on fiber optics, operations support system software
solutions, and emerging packet-based technologies, architectures, and standards
that impact critical areas, such as bandwidth management for multiple cable
subscriber services. The CTO is responsible for providing direction to and
prioritizing our research and development effort.

11

Supporting the CTO in meeting established corporate research and development
goals are product managers in both the Broadband Communications Products and
Broadband Management Solutions divisions. The product managers have
responsibility for the product life cycle of specific hardware or software
products from concept through development, expansion, and end-of-life. In this
role, the product managers coordinate with a variety of C-COR professionals
from sales, marketing, engineering, and technical support to develop and
implement product plans. In April 2002, the Broadband Communications Products
division embarked on a program entitled "Concurrent Product Development" to
enhance the division's capability to produce new products within an optimal
time frame. The program addresses a number of key business activities including
portfolio management, innovation, product selection, product definition,
electronic design and testing, selection of new product components, prototyping
and piloting, and the ability to rapidly commercialize a new product.

During the past fiscal year, research and product development expenditures were
primarily directed at expanding our fiber optic technology, developing new
platforms for next-generation broadband applications, and launching our
operations support system software applications. We also continued with product
development process improvements to reduce cycle time to design, reduce
manufacturing costs, and improve design quality.

During fiscal years 2002, 2001 and 2000, we spent $27.1 million, $17.4 million,
and $16.0 million, respectively, on research and product development. Research
and product development expenses in the Broadband Communications Products
division were $17.9 million, $10.1 million and $9.0 million, respectively, for
fiscal years 2002, 2001 and 2000. Research and product development expenses in
the Broadband Management Solutions division were $8.3 million, $6.7 million,
and $5.6 million, respectively, for fiscal years 2002, 2001 and 2000. Other
research and product development expenses, not allocated to segments, were
$900,000, $600,000, and $1.4 million, respectively, for fiscal years 2002, 2001
and 2000. All research and product development expenditures mentioned above
have been expensed. Anticipated product development initiatives focused on
fiber optics and other new technologies, as well as operations support system
software development focused on network service management and mobile workforce
management solutions, are expected to result in increased research and
development expense in future years.

Competition

The broadband communications markets are dynamic and highly competitive,
requiring substantial resources of those companies that compete in these
markets, skilled and experienced personnel, and a capability to anticipate and
capitalize on change. Our Broadband Communications Products segment competes
with other companies, including Motorola's Broadband Communications Sector
(formerly General Instrument Corporation), Scientific Atlanta, Inc., Arris
Group, Inc. (formerly known as Antec), and Harmonic, Inc., some of which are
large publicly traded companies that may have greater financial, technical, and
marketing resources than we do.

Equipment from our Broadband Communications Products division is marketed with
emphasis on quality, differentiating features, and business case, and is
generally priced competitively with other manufacturers' product lines. Product
reliability and performance, technological innovation, responsive customer
service, breadth of product offering, and pricing are several of the key
criteria for competition.

With regard to our Broadband Management Solutions and Broadband Network
Services divisions, there are several competing vendors offering network
management and mobile workforce management systems as well as technical
services in the United States, some of which may currently have greater sales
in these areas than we do. However, we believe that we offer a more integrated
solution that is tailored to the requirements of hybrid fiber coax network
operators.

Employees

We had approximately 1,400 employees as of August 22, 2002.

12

Suppliers

We closely monitor supplier delivery performance and quality. We employ a
strategy of limiting the total number of global suppliers to those who are
quality leaders in their respective specialties and who will work with us as
partners in the supply chain. Typical items purchased are die cast aluminum
housings, radio frequency hybrids, printed circuit boards, fiber optic lasers,
and standard electronic components. Although a few of the components we use are
single-sourced, we have experienced no significant difficulties during the past
fiscal year in obtaining adequate quantities of raw materials and component
parts.

We outsource the manufacture of certain assemblies and modules where it is
cost-effective to do so or where there are advantages with respect to delivery
times. Current outsourcing arrangements include certain power supplies,
accessories, optical modules, digital return modules, and circuit boards.

Intellectual Property

C-COR holds 14 United States patents, and has an exclusive license for use in
our field on 30 additional patents for various inventions relating to fiber
optic and radio frequency transmission equipment and technology, and network
management techniques and services. In addition, C-COR has 6 patents pending in
the U.S. Patent and Trade Office. We attempt to protect our intellectual
property through patents, trademarks, copyrights, and a program of maintaining
certain technology as trade secrets.

Item 2. Properties

We operate the following principal facilities:

Approximate (O)Owned
Location Principal Use Segment Square Feet (L)Leased
- -------- ------------- ------- ----------- ---------

State College, Pennsylvania Administrative Offices, Equipment All 133,000 O
Service Center and Development
Engineering
Tijuana, Mexico............ Manufacturing (1) 89,400 L
Meriden, Connecticut....... Administrative Offices, (1) 83,600 L
Manufacturing, and Development
Engineering
Klagenfurt, Austria........ Administrative Offices, (1) 21,700 L
Manufacturing, and Development
Engineering
Almere, The Netherlands.... Administrative Offices (1) 5,100 L
Pleasanton, California..... Development and Administrative (3) 18,700 L
Offices
Lakewood, Colorado......... Administrative Offices (2) 4,500 L

Segment:

(1) Broadband Communications Products
(2) Broadband Network Services
(3) Broadband Management Solutions

We are approved for ISO 9001 registration at our State College, Meriden,
Klagenfurt, and Tijuana manufacturing facilities. ISO 9001 is the most
comprehensive of all ISO 9000 series requirements and provides guidance in the
development and implementation of an effective quality management system. A
quality management system includes quality assurance in design, development,
production, installation, and servicing. Criteria for registration

13

are set by the International Organization for Standardization, whose function
is to develop global standards in an effort to improve the exchange of goods
and services internationally. This designation builds on our reputation as a
high-quality, global provider of transmission electronics.

Item 3. Legal Proceedings

Certain former security holders and employees of Convergence.com Corporation, a
company that C-COR.net Corp. acquired in fiscal year 2000, filed claims against
the Company in March 2001 alleging violations of state securities laws and
certain other state law claims under a stock option plan. The complaint alleges
that the damages suffered by the individuals approximate $2.1 million, which is
based on the amount of stock options multiplied by the highest price of
C-COR.net's common stock since the acquisition, and does not take into account
the exercise price which the plaintiffs would have had to pay to the Company if
the options were exercised. The plaintiffs also petitioned for treble damages,
an undetermined amount of punitive damages and reimbursement of attorneys'
fees. The Company believes it has defenses to these claims and is contesting
them vigorously; however, it cannot be sure that it will be successful in
defending these claims.

Item 4. Submission of Matters to a Vote of Securities Holders

There were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 28, 2002.

Executive Officers of the Registrant

All executive officers of C-COR are elected annually by the Board of Directors
to serve in their offices for the next succeeding year and until their
successors are duly elected and qualified. The listing immediately following
this paragraph gives certain information about our executive officers,
including the age, present position and business experience during the past
five years.

Name Age Position/Experience
- ---- --- -------------------

David A. Woodle 46 Chairman since October 2000; Chief Executive Officer since July 1998;
Vice President and General Manager-Strategic Systems of Raytheon
Systems Company, a company providing computer systems integration
services to government and commercial customers, from January 1998
to July 1998; Vice President and General Manager, Raytheon
E-Systems, HRB Systems from June 1996 to January 1998.

Mary G. Beahm.. 42 Corporate Vice President, Human Resources since August 2001; Vice
President, Human Resources from November 1998 to August 2001;
Human Resources Consultant, Westinghouse Electric Corporation, a
company providing products and services to government and
commercial industries, from August 1987 to November 1998. Trustee,
Board of Trustees, The Pennsylvania State University since 1990.

John O. Caezza. 44 President, Broadband Communications Division since August 2001;
Vice President and General Manager, Broadband Communications
Division of ADC Telecommunications, Inc., a major manufacturer of
uncompressed digital transport, opto-electronic, and radio frequency
products for the broadband communications market from May 2000 to
August 2001; Vice President, Engineering, Philips Broadband
Networks, Inc., a major international manufacturer of opto-electronic
and radio frequency products for the broadband communications
market, from June 1996 to May 2000.

14

Name Age Position/Experience
- ---- --- -------------------

David J. Eng....... 49 Corporate Vice President, Americas Business since August 2001; Sr.
Vice President, Sales, Americas Business, from February 2000 to
August 2001; Sr. Vice President--Worldwide Sales from March 1997
to February 2000.

Douglas W. Engerman 46 President, Broadband Management Solutions, LLC since August 2001;
Vice President and General Manager, Broadband Management Services
from June 2001 to August 2001; Senior Vice President for Project
Implementation and Customer Support at Mobile Data Solutions, Inc.,
(MDSI), a provider of wireless software application solutions to the
energy, utility, telecommunications, cable, and insurance industries
worldwide, from November 1999 to June 2001; Senior Vice President,
Utilities Business Unit at MDSI from November 1998 to November
1999; Vice President of Sales, Utilities Business Unit at MDSI from
July 1997 to November 1998; Executive Vice President, Alliance
Systems, Inc., a provider of wireless software solutions for mobile
workforce automation, from August 1993 to July 1997.

William T. Hanelly. 46 Chief Financial Officer, Secretary, and Treasurer since August 2001;
Vice President, Finance, Secretary, and Treasurer from October 1998 to
August 2001; Regional Controller, Raytheon, a company providing
computer systems integration services to government and commercial
customers, from May 1998 to October 1998; Vice President--Finance,
HRB Systems from June 1994 to May 1998.

Paul Janson........ 43 President, Broadband Network Services, Inc. since August 2001;
President and Chief Executive Officer of Worldbridge Broadband
Services from October 2000 to August 2001; Vice President, Technical
Services of Worldbridge Broadband Services, a business unit of
C-COR, from February 2000 to October 2000; Chief Operating
Officer, Worldbridge Broadband Services, Inc., a provider of technical
field services to broadband network operators, from October 1998 to
February 2000; Regional Director of Operations and Marketing for
InterMedia Partners (Tennessee Holdings), a multiple system,
broadband network services provider, from June 1996 to August 1998.

Gerhard B. Nederlof 54 Corporate Vice President, EuroPacific Business since August 2001; Sr.
Vice President--EuroPacific Business from February 2000 to August
2001; Sr. Vice President--Broadband Management Services from July
1999 to February 2000; Sr. Vice President--Marketing from September
1998 to July 1999; Sr. Vice President--Marketing, Business
Development, and Services from March 1997 to September 1998.

Kenneth A. Wright.. 46 Chief Technology Officer since October 2000; Chief Technology
Officer, 21e.net from October 1999 to October 2000; Chief Technical
Officer for InterMedia Partners, a multiple cable system operator
(MSO) from February 1995 to September 1999.

15

PART II

Item 5. Market for the Registrant's Common Stock

The Company's common stock is traded on The Nasdaq National Market under the
symbol of CCBL. The range of high and low price information as reported by
Nasdaq follows:

High Low
------ ------

2001
Quarter ended
September 30, 2000. $33.44 $11.56
December 31, 2000.. $17.00 $ 8.44
March 31, 2001..... $14.63 $ 5.69
June 30, 2001...... $13.70 $ 4.97
2002
Quarter ended
September 30, 2001. $13.10 $ 5.32
December 31, 2001.. $15.20 $ 5.50
March 31, 2002..... $19.45 $12.90
June 30, 2002...... $18.01 $ 5.20

We have never paid a dividend. As of June 28, 2002, there were 668 shareholders
of record of common stock.

16

Item 6. Selected Financial Data

Selected Financial Data
(in thousands except per share data)

June 28, June 29, June 30, June 25, June 26,
Fiscal Year Ended 2002 2001 2000 1999 1998
- ----------------- -------- -------- -------- -------- --------

Statement of operations data:
Net sales...................................... $265,651 $223,295 $283,262 $203,851 $171,522
Income (loss) from continuing operations/(1)/.. (41,924) (7,827) 14,461 (704) 40
Discontinued operations........................ -- 177 1,063 397 928
Net income (loss).............................. (41,924) (7,650) 15,524 (307) 968
Net income (loss) per share--basic/(2)/........
Continuing operations....................... (1.24) (0.24) 0.48 (0.06) --
Discontinued operations..................... -- 0.01 0.04 0.02 0.04
Net income (loss) per share--basic............. (1.24) (0.23) 0.52 (0.04) 0.04
Net income (loss) per share--diluted/(2)/......
Continuing operations....................... (1.24) (0.24) 0.43 (0.06) --
Discontinued operations..................... -- 0.01 0.03 0.02 0.04
Net income (loss) per share--diluted........... (1.24) (0.23) 0.46 (0.04) 0.04
Weighted average common shares and common share
equivalents/(2)/.............................
Basic....................................... 33,710 32,905 30,039 22,483 22,503
Diluted..................................... 33,710 32,905 33,968 22,483 22,503
Balance sheet data (at period end):
Working capital/(3)/........................... $ 65,202 $ 59,108 $ 69,451 $ 36,082 $ 31,696
Total assets................................... 270,823 238,705 273,039 109,180 90,160
Total long-term debt obligations............... 1,896 1,765 1,752 7,992 9,348
Shareholders' equity........................... 218,598 203,909 227,658 61,265 60,933

- --------
/(1)/ Loss from continuing operations in fiscal year 2002 includes a charge-off
to bad debts of $44,938 related to Adelphia, and an impairment charge of
$13,642 for goodwill and other intangibles related to MobileForce.
/(2)/ Net income (loss) per share amounts and weighted average common shares
and common share equivalents have been adjusted to reflect a 2-for-1
stock split effective December 22, 1999.
/(3)/ Working capital for fiscal years 2002, 2001 and 2000 exclude cash
equivalents and marketable securities related to the Company's follow-on
public offerings.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Overview

We design, manufacture, and market network distribution and transmission
products and provide services and operational support systems to operators of
advanced hybrid fiber coax broadband networks. We operate in three industry
segments: Broadband Communications Products, Broadband Network Services, and
Broadband Management Solutions.

As a result of a corporate reorganization during fiscal year 2002, our segments
reflect a reporting change made as of June 28, 2002, whereby our business is
now conducted through three divisions, each focused on a business segment. As a
result of this change, our former Telecommunications Equipment segment has been
renamed the Broadband Communications Products segment. In addition, our
Broadband Network Services and Broadband Management Solutions segments
previously were consolidated under the Broadband Management Services

17

segment. All prior period segment data has been restated to reflect these
changes. For additional information regarding our business segments, see Note S
to the consolidated financial statements.

Our Broadband Communications Products Division is responsible for research,
development, management, production, support, and sales of advanced fiber optic
and radio frequency equipment. Our Broadband Network Services Division provides
outsourced technical services, including network engineering and design,
construction, activation, optimization, certification, maintenance, and
operations. Our Broadband Management Solutions Division is responsible for the
development, integration, management, implementation, support and sales of
operational support systems that focus on network services management and
mobile workforce management solutions.

Business Combinations

On July 3, 2001, a wholly owned subsidiary of the Company acquired the stock of
Aerotec Communications, Inc. (Aerotec) for $2.3 million. These assets became
part of the Broadband Network Services Division. The Company had recorded
goodwill of $685,000 as of June 28, 2002 in connection with this transaction,
which represented the excess of the purchase price and related costs over the
fair value of the acquired net assets of the business. Additional cash payments
of up to $3.8 million were required to be made to Aerotec shareholders if
certain performance targets were met. These performance targets were
substantially achieved and an additional cash payment of $3.5 million was made
in August 2002 and recorded as additional goodwill.

On August 4, 2001, we acquired certain assets and assumed certain liabilities
of ADC Telecommunications, Inc. (ADC). The assets and operations acquired from
ADC were considered the purchase of a business and have been included in the
consolidated financial statements since the date of purchase. Consideration for
the acquisition was approximately $25.0 million, consisting of a cash payment
of $24.6 million to ADC and direct transaction costs incurred of approximately
$425,000. In addition, we assumed certain liabilities. We used our available
cash to fund the acquisition. The Company had recorded goodwill of $2.7 million
as of June 28, 2002 in connection with this transaction, which represents the
excess of the purchase price and related costs over the fair value of the
acquired net assets of the business. The assets purchased include the
Optiworx(TM) and DV6000(R) series product lines, as well as other related cable
infrastructure products from ADC's Broadband Communications Division, located
in Meriden, Connecticut; Buenos Aires, Argentina; and Klagenfurt, Austria.
These facilities and their assets became part of the Company's Broadband
Communications Products Division. On February 11, 2002, the Company announced
the closing of the Buenos Aires, Argentina, manufacturing facility.

Subsequent Event

In September 2002, we completed our purchase of certain assets and liabilities
of Philips Broadband Networks (PBN) from Royal Philips Electronics. PBN is a
provider of broadband products, including transmission products, network
optimizing technologies, and element management systems. PBN is supported by
sales and services organizations worldwide, with a strong customer base in
Europe and the Asia Pacific region. The purchase includes assets in various
countries, cable infrastructure products, and a design and production facility
in Manlius, New York. These assets and the facility became part of our
Broadband Communications Products Division. The purchase price for the
acquisition was 80.0 million Euros, subject to certain adjustments. The closing
took place on September 16, 2002 with an effective date of the acquisition of
August 26, 2002. The results of operations of PBN will be included in the
consolidated financial statements as of August 26, 2002. At closing on
September 16, 2002, the Company made an initial payment of 75.0 million Euros,
with subsequent payments subject to certain adjustments. The acquisition is
being accounted for as a purchase. Any excess of the purchase price and related
costs over the fair value of the acquired net assets of the business will be
recorded as goodwill.

18

Non Recurring and Other Restructuring Related Charges

We implemented various initiatives during fiscal year 2002 to consolidate our
manufacturing operations, improve our operating performance, and align our cost
structure with current business levels. As a result, we recorded restructuring
charges of $3.6 million. These were partially offset by a reversal of $891,000
for previously recorded restructuring charges incurred in fiscal year 2001,
related to consolidation efforts at our Pennsylvania and Georgia facilities.
The result is a net charge in fiscal year 2002 of $2.7 million.

Our restructuring costs primarily related to involuntary workforce reduction
costs of $2.8 million for approximately 350 employees, fixed asset write-downs
of $202,000, and cancellation costs associated with fixed contractual
obligations of $561,000. The amount accrued as of June 28, 2002 of $2.6 million
will be substantially paid out by December 31, 2002.

We intend to continue our initiative to achieve more cost-efficient operations
through the integration of our acquisition of PBN and evaluation of business
operating levels in fiscal year 2003. Our overall restructuring initiative may
result in additional restructuring expenses in amounts that have not yet been
determined.

On February 11, 2002, we announced the closing of our Buenos Aires, Argentina,
manufacturing facility. This action completed the final step of the integration
of assets purchased from ADC in August 2001. The decision to close the
Argentina manufacturing facility was a result of the process we began, as of
the acquisition date, to address redundancy in the product lines and
manufacturing capacity resulting from the acquisition. We substantially ceased
manufacturing operations at this facility as of March 2002. Fair value
adjustments for inventory and fixed assets of $5.0 million and exit costs of
$2.9 million were accounted for as an adjustment to the allocation of the
original purchase price and were recorded as additional goodwill. In addition,
as a result of the substantial liquidation of the operation, we realized a
translation loss of $617,000 related to the devaluation of the Argentine peso
in the fourth quarter of fiscal year 2002.

In the fourth quarter of fiscal year 2002, we recorded an impairment charge of
$13.6 million for goodwill and other intangible assets related to our
acquisition of MobileForce in fiscal year 2001. The impairment was based upon a
write-down of these assets to their estimated fair value, based upon the
projected recoverability of these intangible assets through an analysis of
expected future cash flows. In accordance with our ordinary business practices,
projected future cash flows were discounted at a rate corresponding to our
estimated cost of capital.

On June 25, 2002, Adelphia Communications (Adelphia), a major customer, filed a
petition for protection under the federal bankruptcy statutes. As of June 28,
2002, the Company had outstanding accounts receivables of $44.9 million related
to Adelphia and affiliated companies. A charge-off to bad debts of $44.9
million was recorded as of June 28, 2002, due to management's assessment that
these accounts receivables are likely not recoverable. This charge is included
in selling and administrative expense in the consolidated statements of
operations.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of the Company's consolidated financial statements requires management to make
estimates, assumptions, and judgments that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the applicable period. Management bases its estimates,
assumptions and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances. On an ongoing
basis, management evaluates its estimates, assumptions, and judgments.

19

The critical accounting policies requiring estimates, assumptions, and
judgments that we believe have the most significant impact on our consolidated
financial statements are:

. Revenue recognition

. Allowances for doubtful accounts

. Valuation of inventories

. Valuation of goodwill, other intangible assets and long-lived assets

. Restructuring costs

. Warranty liabilities

. Accounting for income taxes

Different assumptions and judgments would change estimates used in the
preparation of our consolidated financial statements, which, in turn, could
change the results from those reported.

Revenue Recognition. We recognize revenue when persuasive evidence of an
arrangement exists, delivery has occurred or services have been rendered, the
sale price is fixed and determinable, and collectibility is reasonably assured.
Our revenues derive principally from equipment sales, which are generally
recognized when the equipment has been shipped. Service revenues, consisting of
system design, field services, and other consulting engagements, are generally
recognized as services are rendered in accordance with the terms of contracts.
For our software licensing arrangements involving multiple elements, revenue is
allocated to each element based on vendor specific objective evidence of fair
values of the elements. License revenue allocated to software products, under
certain terms and conditions, is recognized upon the delivery of the software
products. For certain of our software license arrangements where professional
services are being provided that are deemed to be essential to the
functionality or are for significant production, modification, or customization
of the software product, both the software product revenue and the professional
service revenue are recognized on the completed-contract method as the
arrangements represent our initial installations, and the Company does not have
the ability to reasonably estimate contract costs at the inception of the
contracts. Under the completed-contract method, revenue is recognized when the
contract is complete, and all direct costs and related revenues are deferred
until that time. The entire amount of an estimated loss on a contract is
accrued at the time a loss on a contract is projected. Revenue recognition in
each period is dependent on application of these accounting policies.

Allowances for Doubtful Accounts. We establish a general allowance for
doubtful accounts based on credit profiles of our customers, current economic
trends, contractual terms and conditions, and historical payment experience. In
addition, we establish allowances to charge-off specifically identified
doubtful accounts for the amount deemed worthless when a loss is deemed to be
both probable and estimable. In the event that we have an unexpected problem
collecting from one of our major customers and our actual bad debts differ from
these estimates, or we adjust these estimates in future periods, our
established reserves may be insufficient and recognition of additional reserves
could materially affect our operating results and financial position.

Valuation of Inventories. Inventories are stated at the lower of cost or
market. Cost is determined on the first-in, first-out method. We establish
provisions for excess and obsolete inventories after evaluation of historical
sales and usage, current economic trends, forecasted sales, product lifecycles,
and current inventory levels. This evaluation requires us to make estimates
regarding future events in an industry where rapid technological changes are
prevalent. In the event that we adjust our estimates, such as forecasted sales
and expected product lifecycles, the value of our inventory may be under or
overstated and recognition of such under or overstatement will affect our cost
of sales in a future period, which could materially affect our operating
results and financial position.

20

Valuation of Goodwill, Other Intangible Assets and Other Long-lived Assets. We
assess goodwill, other intangible assets, and other long-lived assets for
recoverability whenever events or changes in circumstances indicate that their
carrying value may not be recoverable through the estimated undiscounted future
cash flows resulting from the use of the assets. When we determine that the
carrying value of goodwill, other intangible assets, and other long-lived
assets may not be recoverable, we measure any impairment by using the projected
discounted cash flow method to determine fair value with a discount rate we
determine to be commensurate with the risk inherent in our current business.
When impairment is determined, it is recorded as a charge against earnings in
the period when recognized.

Restructuring Costs. In accordance with the provisions of Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)" and Staff Accounting Bulletin No. 100, "Restructuring and
Impairment Charges," we record restructuring costs when the Company commits to
an exit plan and significant changes to the exit plan are not likely. We
estimate the future amounts to be incurred as a result of an exit plan and
record the amounts as a charge against earnings. For additional information
regarding restructuring costs, refer to Note C of our consolidated financial
statements. Revisions to our estimates could result in an additional charge to
earnings or a reversal of previous recorded charges, which could materially
impact our operating results and financial position in future periods if
anticipated events and key assumptions change.

Warranty Liabilities. We warranty our products against defects in materials
and workmanship, generally for three to five years, depending upon product
lines. A provision for estimated future costs relating to warranty activities
is recorded when the product is shipped, based upon our historical experience.
In addition, the recorded amount is adjusted for specifically identified
warranty exposures. In the event that our historical claims experience changes
or our estimates relating to probable losses resulting from specifically
identified warranty exposure change, our reserves may not be sufficient and a
charge against future cost of sales may materially affect our operating results
and financial position.

Accounting for Income Taxes. We estimate our income taxes for each of the
jurisdictions in which we operate. This involves estimating our actual current
income tax payable and assessing temporary differences resulting from differing
treatment of items, such as reserves and accruals, for tax and accounting
purposes. These differences result in deferred tax assets and liabilities,
which are included within our consolidated balance sheet. In assessing the
realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during periods in which those temporary
differences become deductible. Management considers the scheduled reversal of
deferred tax liabilities, projected future taxable income and tax planning
strategies in making this assessment. Significant management judgment is
required for purposes of assessing our ability to realize any future benefit
from our deferred tax assets. In the event that actual results differ from
these estimates or we adjust these estimates in future periods, our operating
results and financial position could be materially affected.

21

Results of Operations

The Company's consolidated statements of operations from continuing operations
for fiscal years 2002, 2001, and 2000 as a percentage of net sales, are as
follows:

Year Ended
-------------------------
June 28, June 29, June 30,
2002 2001 2000
-------- -------- --------

Net sales................................................... 100.0% 100.0% 100.0%
Cost of sales............................................... 70.6 79.6 73.6
----- ----- -----
Gross margin................................................ 29.4 20.4 26.4
Operating expenses:
Selling and administrative............................... 35.1 13.9 11.8
Research and product development......................... 10.2 7.8 5.6
Amortization of goodwill and other intangibles........... 3.2 .7 .1
Goodwill and other intangible asset impairment charges... 5.1 -- --
Acquired in-process technology charge.................... .3 .7 --
Merger and restructuring costs........................... 1.0 4.9 3.2
----- ----- -----
Total operating expenses............................. 54.9 28.0 20.7
----- ----- -----
Income (loss) from continuing operations.................... (25.5) (7.6) 5.7
Interest and other income (expense), net................. 1.0 1.8 1.4
----- ----- -----
Income (loss) from continuing operations before income taxes (24.5) (5.8) 7.1
Income tax expense (benefit)................................ (8.7) (2.3) 2.0
----- ----- -----
Income (loss) from continuing operations.................... (15.8)% (3.5)% 5.1%
===== ===== =====

Fiscal 2002 Compared to Fiscal 2001

Net Sales. Net sales increased by 19% to $265.7 million in fiscal year 2002
from $223.3 million in fiscal year 2001. Broadband Communications Products
segment sales increased by 23% to $224.3 million in fiscal year 2002 from
$181.9 million in fiscal year 2001. Demand increased from both domestic and
international cable operators compared to a year ago when broadband
communications products sales declined as a result of a sharp slowdown of
capital spending in the telecommunications industry. In general, we believe
increased spending for network system upgrades during the year was driven by
requirements for higher bandwidth products to support new two-way services.
Contributing to the sales growth were incremental sales resulting from our
acquisition of certain assets of ADC, primarily for optical product lines. The
Company continues to see shifts in product requirements to optical products
from radio frequency amplifiers, including digital technology, for transporting
voice, video, and data. Optical product sales were $113.8 million in fiscal
year 2002, compared to $33.0 million in fiscal year 2001. Sales of radio
frequency amplifiers decreased 26%, to $110.5 million in fiscal year 2002 from
$148.9 million in fiscal year 2001. Broadband Network Services segment sales
remained relatively flat at $38.1 million in fiscal year 2002 compared to $38.8
million in fiscal year 2001. Sales were primarily attributable to technical
services performed in our customers' plants, including system sweep, reverse
path activation, ingress mitigation, node certification, and system
maintenance. Broadband Management Solutions segment sales also remained
relatively flat at $3.3 million in fiscal year 2002 compared to $2.7 million in
fiscal year 2001. Sales were primarily attributable to mobile workforce
software licenses and professional services.

Domestic sales increased by 19% to $232.1 million in fiscal year 2002 from
$194.7 million in fiscal year 2001. This increase resulted primarily from an
increase in Broadband Communications Products segment sales, due to the
increased capital spending by certain domestic multiple system operators
(MSOs). Included in the domestic

22

sales for fiscal year 2002, were $78.5 million of sales to Adelphia. On June
25, 2002, Adelphia filed a petition for protection under the federal bankruptcy
statutes, and as such, we do not anticipate any significant new orders in the
near term from Adelphia. Total domestic sales were 87% of consolidated net
sales for both fiscal years 2002 and 2001.

International sales increased by 18% to $33.6 million in fiscal year 2002 from
$28.6 million in fiscal year 2001. The increase resulted from an increase in
Broadband Communications Products segment sales in Europe, Asia, and Latin
America during the year. As a result of our acquisition of certain assets and
operations of ADC, we benefited from expansion of our customer base in Europe
and added an operation in Klagenfurt, Austria. This operation includes
manufacturing, engineering, sales and administrative support activities to
provide localized versions of products and services to customers in Europe. We
expect the demand for our products in international markets will continue to be
highly variable. The international markets represent distinct markets in which
capital spending decisions for hybrid fiber coax network distribution equipment
can be affected by a variety of factors, including access to financing and
general economic conditions. Our total international sales were 13% of
consolidated net sales for both fiscal years 2002 and 2001.

Gross Margin. Gross margin was 29.4% in fiscal year 2002, compared to 20.4% in
fiscal year 2001. For the Broadband Communications Products segment, gross
margin was 31.6% in fiscal year 2002, compared to 19.7% in fiscal year 2001.
The improvement in Broadband Communications Products segment gross margin was
due primarily to product mix, which included higher sales of optical products
which typically carry higher gross margins than radio frequency products, and
improvements in our cost structure as a result of manufacturing consolidation
efforts which began in the last half of fiscal year 2001. For the Broadband
Network Services segment, gross margin was 23.8% in fiscal year 2002, compared
to 24.1% in fiscal year 2001. The decrease in Broadband Network Services
segment gross margin was due primarily to services mix. Broadband Management
Solutions segment, gross margin was (58.0%) in fiscal year 2002, compared to
14.8% in fiscal year 2001. Broadband Management Solutions segment gross margin
was impacted negatively by increased costs associated with employees that
support the deployment of network services management and mobile workforce
management solutions which are included in cost of sales. We anticipate that
our future gross margin will continue to be affected by many factors, including
sales mix, competitive pricing, the timing of new product introductions, and
manufacturing volumes.

Selling and Administrative. Selling and administrative expenses were $93.3
million (35.1% of net sales) in fiscal year 2002, compared to $31.0 million
(13.9% of net sales) in fiscal year 2001. Included in selling and
administrative expense for fiscal year 2002 was bad debt expense of $47.3
million, which includes $44.9 million for a specific charge-off of accounts
receivables from Adelphia Communications and affiliates, and $2.4 million
related to customers in Latin America, where economic conditions affected the
collection of certain outstanding accounts receivable. Selling and
administrative expenses also increased during fiscal year 2002 due to personnel
costs and administrative expenses related to our acquisitions of MobileForce
Technologies Inc. (MobileForce) in April 2001, and certain operations of ADC in
August 2001. In addition, costs associated with the implementation of a fully
integrated enterprise resource planning (ERP) system were incurred during
fiscal year 2002. The ERP system is a software-based management tool that will
simplify and standardize business processes such as financial systems,
manufacturing and purchasing, product development, and customer relationship
management. Costs of $1.9 million related to business process reengineering
activities and training associated with this project were expensed as incurred
in fiscal year 2002. Implementation of the system was substantially complete as
of June 28, 2002.

Research and Product Development. Research and product development expenses
were $27.1 million (10.2% of net sales) in fiscal year 2002, compared to $17.4
million (7.8% of net sales) in fiscal year 2001. Research and product
development expenses in the Broadband Communications Products segment were
$17.9 million for fiscal year 2002, compared to $10.1 million for fiscal year
2001. The increase was primarily due to higher personnel costs resulting from
inclusion of certain operations of ADC and additional expenses for the

23

development of optical products. Research and product development expenses in
the Broadband Management Solutions segment were $8.3 million in fiscal year
2002, compared to $6.7 million for fiscal year 2001. The increase was primarily
due to higher personnel costs resulting from our acquisition of MobileForce in
April 2001 and additional expenses for the development of mobile workforce
management software solutions. Other research and product development expenses,
not charged to segments, were $900,000 in fiscal year 2002, compared to
$600,000 in fiscal year 2001. The increase was primarily due to higher
personnel and other costs associated with technology investigation and
oversight functions. We anticipate continuing investments in research and
product development expenses in future periods related to ongoing initiatives
in the development of optical products and network services management and
mobile workforce software capabilities.

Operating Income (Loss) By Segment. Operating loss (excluding unallocated
items) for the Broadband Communications Products segment in fiscal year 2002
was $8.5 million, compared to operating income of $15.2 million in fiscal year
2001. The decrease in operating income for fiscal year 2002 was primarily
attributable to bad debt expense of $40.1 million related to Adelphia and Latin
American customers during the year. Operating loss (excluding unallocated
items) for the Broadband Network Services segment in fiscal year 2002 was $3.0
million, compared to operating income of $4.1 million in fiscal year 2001. The
operating loss for fiscal year 2002 derives primarily from a charge to bad debt
expense of $7.2 million related to Adelphia. Operating loss (excluding
unallocated items) for the Broadband Management Solutions segment in fiscal
year 2002 was $19.1 million, compared to a loss of $8.3 million in fiscal year
2001. The increased operating loss for fiscal year 2002 derives primarily from
investment and development costs associated with our network services
management products, as well as operating costs, including amortization of
acquired intangible assets related to our MobileForce acquisition in April 2001.

Interest and Investment Income. Interest expense was $146,000 in fiscal year
2002, compared to $109,000 in fiscal year 2001. The increase in interest
expense in fiscal year 2002 resulted primarily from interest on certain
long-term obligations.

Investment income was $1.8 million in fiscal year 2002, compared to $7.4
million in fiscal year 2001. The decrease in investment income resulted from
reduced investment balances compared to fiscal year 2001 and lower interest
rates.

Other Income (Expense), Net. Other income, net was $1.1 million in fiscal
year 2002, compared to other expense, net of $3.4 million in fiscal year 2001.
Other income, net for fiscal year 2002 included $1.6 million for a gain related
to the fair value of a foreign exchange forward contract, and $923,000 for net
foreign currency transaction gains during the period. This was offset by a
provision for impairment of a note receivable of $1.3 million from a third
party. In fiscal year 2001, other expense primarily was comprised of a $3.5
million write-off of a long-term investment.

Income Taxes. Our overall effective income tax rate was (35.6%) for fiscal
year 2002, compared to (39.8%) for fiscal year 2001. The effective income tax
rate for fiscal year 2002 reflects the impact of U.S. federal, foreign and
state income taxes and changes in the valuation allowance for deferred taxes.
The lower effective income tax rate for fiscal year 2002 resulted primarily
from an increase in the valuation allowance of $2.9 million related to the tax
benefits of losses in foreign jurisdictions and for state income tax purposes
that may not be realized. In addition, fluctuations in the effective income tax
rate from period to period reflect changes in permanent differences,
non-deductible amounts, the relative profitability related to U.S. versus
non-U.S. operations and the differences in statutory tax rates by jurisdiction.

Fiscal 2001 Compared to Fiscal 2000

Net Sales. Net sales decreased by 21% to $223.3 million in fiscal year 2001
from $283.3 million in fiscal year 2000. Broadband Communications Products
segment sales decreased by 25% to $181.9 million in fiscal year 2001 from
$241.4 million in fiscal year 2000. The decline in Broadband Communications
Products segment sales

24

reflected the sharp slowdown of capital spending in the telecommunications
industry that began in the latter part of calendar year 2000, resulting from
several factors, including high customer on-hand inventory levels, delays in
construction schedules for hybrid fiber coax network system build-outs,
customer consolidation, and lack of access to financing. Broadband Network
Services segment sales remained relatively flat at $38.8 million in fiscal year
2001 compared to $38.9 million in fiscal year 2000. Sales were primarily
attributable to technical services performed in our customers' plants,
including system sweep, reverse path activation, ingress mitigation, node
certification, and system maintenance. Broadband Management Solutions segment
sales decreased slightly to $2.7 million in fiscal year 2001 compared to $3.0
million in fiscal year 2000.

Domestic sales decreased by 23% to $194.7 million in fiscal year 2001 from
$252.3 million in fiscal year 2000. This decline resulted primarily from a
decrease in Broadband Communications Products segment sales, due to the
slowdown in capital spending by certain domestic multiple system operators
(MSOs). Total domestic sales were 87% of net sales for fiscal year 2001, as
compared to 89% for fiscal year 2000.

International sales decreased by 8% to $28.6 million in fiscal year 2001 from
$31.0 million in fiscal year 2000. This decrease was principally caused by a
decline in Broadband Communications Products segment sales to a major customer
in Canada. Our total international sales were 13% of consolidated net sales in
fiscal year 2001, as compared to 11% for fiscal year 2000.

Gross Margin. Gross margin was 20.4% in fiscal year 2001, compared to 26.4%
in fiscal year 2000. For the Broadband Communications Products segment, gross
margin was 19.7% in fiscal year 2001, compared to 27.9% in fiscal year 2000. In
fiscal year 2001, Broadband Communications Products gross margin was negatively
impacted from under-absorbed manufacturing overhead resulting from lower
production volumes and increased operating reserves for excess and obsolete
inventories and warranty costs for equipment upgrades and replacements.
Additions to the inventory reserve were $10.6 million in fiscal year 2001,
compared to $2.2 million in fiscal year 2000. The increase was necessary due to
the slowdown in spending in the telecommunications industry. For the Broadband
Network Services segment, gross margin was 24.1% in fiscal year 2001, compared
to 17.7% in fiscal year 2000. The improvement in gross margin in the Broadband
Network Services segment was due primarily to services mix. The gross margin in
the Broadband Management Solutions segment was 14.8% in fiscal year 2001,
compared to 15.3% in fiscal year 2000. The decrease in Broadband Management
Solutions segment gross margin was due to lower margins on providing high-speed
data help desk services during the period.

Selling and Administrative. Selling and administrative expenses were $31.0
million (13.9% of net sales) in fiscal year 2001, compared to $33.5 million
(11.8% of net sales) in fiscal year 2000. The decrease in fiscal year 2001 was
primarily due to steps taken to reduce selling and administrative expenses,
including personnel and other operating costs, to obtain a more favorable cost
structure.

Research and Product Development. Research and product development expenses
were $17.4 million (7.8% of net sales) in fiscal year 2001, compared to $16.0
million (5.6% of net sales) in fiscal year 2000. Research and product
development expenses in the Broadband Communications Products segment were
$10.1 million for fiscal year 2001, compared to $9.0 million for fiscal year
2000. The increase in fiscal year 2001 derives from higher personnel costs and
additional expenses primarily for the development of fiber optic transmission
products. Research and product development expenses in the Broadband Management
Solutions segment were $6.7 million in fiscal year 2001, compared to $5.6
million for fiscal year 2000. The increase in fiscal year 2001 derives from
higher personnel costs resulting from our acquisition of MobileForce in April
2001, and additional expenses related to continued development in network
services management capabilities. Other research and product development
expenses, not charged to segments, were $600,000 in fiscal year 2002, compared
to $1.4 million in fiscal year 2001. The decrease was primarily due to reduced
personnel and other costs associated with technology investigation and
oversight functions.

Operating Income (Loss) By Segment. Operating income (excluding unallocated
items) for the Broadband Communications Products segment in fiscal year 2001
was $15.2 million, compared to $41.7 million in fiscal year 2000. The decrease
in operating income for fiscal year 2001 was primarily attributable to
decreased volume

25

and lower gross margins. Operating income (excluding unallocated items) for the
Broadband Network Services segment in fiscal year 2001 was $4.1 million,
compared to $3.4 million in fiscal year 2000. The increase in operating income
for fiscal year 2001 was primarily attributable to higher gross margins.
Operating loss (excluding unallocated items) for the Broadband Management
Solutions segment in fiscal year 2001 was $8.3 million, compared to $5.2
million in fiscal year 2000. The increased loss for fiscal year 2001 derives
primarily from increased investment and development costs associated with our
network management products, as well as operating costs, including amortization
of acquired intangible assets related to our acquisition of MobileForce.

Interest and Investment Income. Interest expense was $109,000 in fiscal year
2001, compared to $814,000 in fiscal year 2000. The decrease in interest
expense in fiscal year 2001 resulted from reductions of borrowings on
short-term credit facilities and a decrease in the amortization related to the
fair market value of warrants issued in fiscal year 1999 in connection with
certain debt financing arrangements by Silicon Valley Communications, Inc., an
entity acquired by the Company in a pooling-of-interest transaction in
September 1999.

Investment income was $7.4 million in fiscal year 2001, compared to $4.9
million in fiscal year 2000. The increase in investment income in fiscal year
2001 resulted from investing the net proceeds received in a follow-on public
offering completed on November 12, 1999, in short-term investments.

Other Expense, Net. Other expense, net was $3.4 million in fiscal year 2001,
compared to $202,000 in fiscal year 2000. The increase in other expense, net
for fiscal year 2001 resulted primarily from a charge of $3.5 million for the
impairment of a long-term investment.

Income Taxes. Our overall effective income tax rate was (39.8%) for fiscal
year 2001, compared to 27.6% for fiscal year 2000. The effective income tax
rate for fiscal year 2001 reflects the impact of U.S. federal, foreign and
state income taxes and changes in the valuation allowance for deferred taxes.
The lower effective income tax rate for fiscal year 2000 resulted primarily
from an adjustment to the valuation allowance on deferred tax assets related to
certain tax benefits from the acquisitions of Convergence and SVCI, and was
offset partially by permanent differences for non-deductible business
combination costs incurred with the mergers with Convergence, SVCI and
Worldbridge Broadband Services, Inc. (Worldbridge).

Liquidity and Capital Resources

As of June 28, 2002, cash and cash equivalents and short-term investments
totaled $111.9 million, up from $100.9 million at June 29, 2001. The increase
in cash and cash equivalents resulted primarily from net proceeds received from
the follow-on public offering of common stock completed in February 2002,
whereby 3,450,000 shares of our common stock were sold at a price of $16.00 per
share. This offering resulted in net proceeds (after deducting issuance costs)
to the Company of $52.2 million.

Net cash used in operating activities was $11.0 million in fiscal year 2002,
compared with cash provided by operations of $9.1 million in fiscal year 2001.
The increase in net cash used in operating activities during fiscal year 2002
was due primarily to the increased net loss incurred during the year,
reductions in accrued liabilities, and increases in deferred income taxes.
These changes were partially offset by lower inventories and higher accounts
payables.

Net cash used in investing activities was $20.2 million in fiscal year 2002,
compared to cash provided by investing activities of $19.8 million in fiscal
year 2001. The increase in cash used in investing activities in fiscal year
2002 was primarily due to utilizing $26.5 million of cash for acquisitions,
$11.2 million to purchase marketable securities and other short-term
investments, as well as $8.0 million to purchase property, plant and equipment
during the year. These were offset partially by proceeds of $24.2 million from
the sale of marketable securities and other short-term investments in fiscal
year 2002.

Net cash provided by financing activities was $54.4 million in fiscal year
2002, compared to cash used in financing activities of $36.4 million in fiscal
year 2001. The increase in cash provided by financing activities for fiscal
year 2002 resulted primarily from net proceeds in the amount of $52.2 million
received from our follow-on

26

public offering of common stock in February 2002 and proceeds from the exercise
of employee stock options and warrants. This was offset by cash used for the
purchase of treasury stock of $3.1 million in fiscal year 2002, compared to
$23.9 million in fiscal year 2001. Our stock repurchase program allows for a
total of 4,000,000 shares to be purchased. Shares may be purchased from time to
time in the open market through block or privately negotiated transactions, or
otherwise. We intend to use our currently available capital resources to fund
the purchases. The repurchased stock is held by us as treasury stock to be used
to meet our obligations under our present and future stock option plans and for
other corporate purposes. As of June 28, 2002, 2,393,590 shares had been
repurchased under the current stock repurchase program. Total shares held as
treasury stock were 3,629,506 as of June 28, 2002. Our other financing
activities consisted primarily of payments on short-term and long-term debt.

On February 26, 2002, we entered into a new credit agreement with a bank. Under
the new credit agreement, $7.5 million is available as a revolving
line-of-credit, subject to an aggregate sub-limit of $5.0 million for issuance
of letters of credit. The credit agreement is committed through September 30,
2002. Borrowings under the credit agreement bear interest at various rates, at
our option. The Company is subject to a quarterly minimum net worth and
liquidity test. As a consequence of the operating loss incurred in the fourth
quarter of fiscal year 2002, the Company would not have been in compliance with
the minimum net worth test, and received a waiver with respect to this covenant
as of June 28, 2002. As of June 28, 2002, we had no borrowings outstanding
under the credit agreement and had established letters of credit of $2.4
million outstanding related to our workers' compensation programs and customer
obligations.

Information regarding our contactual obligations are as follows:

Expected Cash Payments by Fiscal Year
---------------------------------------
2007 and
2003 2004 2005 2006 Beyond
------ ------ ------ ---- --------
(in thousands)

Contractual Obligations:
Long-term debt.................... $ 633 $ 260 $ 209 $169 $625
Operating leases.................. 2,954 1,744 1,185 580 326
------ ------ ------ ---- ----
Total contractual cash obligations $3,587 $2,004 $1,394 $749 $951
====== ====== ====== ==== ====

Information regarding our commitments are as follows:

Amount of Commitments Expiration by
Fiscal Year
-----------------------------------
2007 and
2003 2004 2005 2006 Beyond
------ ---- ---- ---- --------
(in thousands)

Other Commitments:
Standby letters of credit............. $2,060 $370 $-- $-- $--
------ ---- --- --- ---
Total commitments..................... $2,060 $370 $-- $-- $--
====== ==== === === ===

We believe that current cash and cash equivalents and short-term investment
balances, which include the proceeds from our follow-on offering in February
2002, our expected federal income tax refund, as well as an anticipated
extension of the commitment period for borrowing capacity under the credit
agreement discussed above will be adequate to cover operating cash requirements
and cash required for the acquisition of PBN over the next 6 to 12 months.
However, we still may find it necessary or desirable to seek other sources of
financing to support our capital needs and provide available funds for working
capital, or financing strategic initiatives, including acquiring or investing
in complementary businesses, products, services, or technologies. Among
alternatives that we believe are available as an additional source of financing
is a fully-secured revolving line of credit; however, we cannot offer any
assurance that this source will be available on favorable terms.

27

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations"
(Statement 141). Statement 141 addresses financial accounting and reporting for
business combinations and requires that all business combinations within the
scope of Statement 141 be accounted for using only the purchase method.
Statement 141 is applicable for all business combinations initiated after June
30, 2001.

Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets" (Statement 142). Statement 142 addresses how intangible assets that are
acquired individually or with a group of other assets (but not those acquired
in a business combination) should be accounted for in financial statements upon
their acquisition. Statement 142 also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements. Statement 142 requires that goodwill
and intangible assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment at least annually in accordance with the
provisions of Statement 142. Statement 142 also requires that intangible assets
with definite useful lives be amortized over their respective estimated useful
lives to their estimated residual values and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long Lived Assets to Be Disposed Of" (Statement 121).

The Company was required to adopt the provisions of Statement 141 as of July
2001, and adopted Statement 142 effective June 29, 2002. Goodwill and
intangible assets determined to have an indefinite useful life acquired in
purchase business combinations completed after June 30, 2001, but before
Statement 142 is adopted in full, will not be amortized, but will continue to
be evaluated for impairment in accordance with the appropriate pre-Statement
142 accounting literature. In connection with Statement 142's transitional
goodwill impairment evaluation, the Statement will require us to perform an
assessment of whether there is an indication that goodwill is impaired as of
the date of adoption. To accomplish this, we must identify our reporting units
and determine the carrying value of each reporting unit by assigning the assets
and liabilities, including the existing goodwill and intangible assets, to
those reporting units as of the date of adoption. We will then have up to six
months from the date of adoption to determine the fair value of each reporting
unit and compare it to the carrying amount of the reporting unit. To the extent
the carrying amount of a reporting unit exceeds the fair value of the reporting
unit, an indication exists that the reporting unit goodwill may be impaired and
we must perform the second step of the transitional impairment test. In the
second step, we must compare the implied fair value of the reporting unit
goodwill with the carrying amount of the reporting unit goodwill, both of which
would be measured as of the date of adoption. The implied fair value of
goodwill is determined by allocating the fair value of the reporting unit to
all of the assets (recognized and unrecognized) and liabilities of the
reporting unit in a manner similar to a purchase price allocation, in
accordance with Statement 141. The residual fair value after this allocation is
the implied fair value of the reporting unit goodwill. This second step is
required to be completed as soon as possible, but no later than the end of the
year of adoption. Any transitional impairment loss will be recognized as the
cumulative effect of a change in accounting principle in our consolidated
statement of operations.

As of the date of adoption, we had unamortized goodwill in the amount of $7.2
million and unamortized identifiable intangible assets in the amount of $1.6
million that will be subject to the transition provisions of Statement 142.
Because of the extensive effort needed to comply with adopting Statement 142,
it is not practicable to reasonably estimate the impact of adopting Statement
142 on our financial statements at the date of this report, including whether
we will be required to recognize any transitional impairment losses as the
cumulative effect of a change in accounting principle.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (Statement 144), which supersedes both Statement
121 and the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" (Opinion 30), for the

28

disposal of a segment of a business (as previously defined in that Opinion).
Statement 144 retains the fundamental provisions in Statement 121 for
recognizing and measuring impairment losses on long-lived assets held for use
and long-lived assets to be disposed of by sale, while also resolving
significant implementation issues associated with Statement 121. For example,
Statement 144 provides guidance on how a long-lived asset that is used as part
of a group should be evaluated for impairment, establishes criteria for when a
long-lived asset is held for sale, and prescribes the accounting for a
long-lived asset that will be disposed of other than by sale. Statement 144
retains the basic provisions of Opinion 30 on how to present discontinued
operations in the income statement but broadens that presentation to include a
component of an entity (rather than a segment of a business). Unlike Statement
121, an impairment assessment under Statement 144 will never result in a
write-down of goodwill. Rather, goodwill is evaluated for impairment under
Statement 142.

We are required to adopt Statement 144 effective June 29, 2002. Management does
not expect the adoption of Statement 144 for long-lived assets held for use to
have a material impact on our consolidated financial statements because the
impairment assessment under Statement 144 is largely unchanged from Statement
121. The provisions of Statement 144 for assets held for sale or other disposal
generally are required to be applied prospectively after the adoption date to
newly initiated disposal activities.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" (Statement 146), which replaces Emerging
Issues Task Force No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit and Activity (including Certain
Costs Incurred in a Restructuring)." Statement 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
The provisions of Statement 146 are effective for exit or disposal activities
that are initiated after December 31, 2002.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact the financial position,
results of operations, or cash flow of the Company due to adverse changes in
market prices, foreign currency exchange rates, and interest rates. The Company
is exposed to market risk because of changes in foreign currency exchange and
interest rates, and changes in the fair market value of its marketable
securities portfolios.

The Company is exposed to foreign currency exchange rate risks inherent in our
sales commitments, anticipated sales, and assets and liabilities denominated in
currencies other than the United States dollar. As of June 28, 2002, the
Company had one outstanding foreign exchange forward contract in the notional
amount of 80 million Euros. The Company was using this contract as an economic
hedge of the forecasted purchase price of PBN. SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," prohibits the use of hedge
accounting for forecasted transactions of a business combination. Therefore,
the Company recorded the fair value of the foreign exchange forward contract in
the amount of $1.6 million as a component of other income (expense), net in the
consolidated statements of operations as of June 28, 2002, based on quoted
market prices. This contract matured on August 21, 2002. As a result, a
reduction in the fair value of the contract at the time of settlement will be
recorded during the quarter ending September 27, 2002 resulting in a loss of
$1.6 million.

The Company does not use derivative instruments in its marketable securities
portfolio. The Company classifies its investments in its marketable securities
portfolio as either available-for-sale or trading, and records them at fair
value. For the Company's available-for-sale securities, unrealized holding
gains and losses are excluded fr