UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended November 28, 2003
OR
o TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-12867
3Com Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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94-2605794 |
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(State or
other jurisdiction of |
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(I.R.S.
Employer |
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350 Campus Drive |
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01752 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (508) 323-5000 |
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Former name, former address and former fiscal year, if changed since last report: N/A |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act).
Yes ý No o
As of December 26, 2003, 382,603,894 shares of the registrant’s Common Stock were outstanding.
This report contains a total of 44 pages of which this page is number 1.
3Com Corporation
Table of Contents
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Condensed Consolidated Balance Sheets |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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3Com is a registered trademark of 3Com Corporation or its subsidiaries. XRN is a trademark of 3Com Corporation or its subsidiaries. CommWorks is a registered trademark of UTStarcom, Inc.
Item 1. Financial Statements
3Com Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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(In thousands, except per share data) |
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November 28, |
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November 29, |
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November 28, |
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November 29, |
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Sales |
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$ |
181,891 |
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$ |
272,186 |
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$ |
343,770 |
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$ |
541,363 |
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Cost of sales |
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124,941 |
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134,566 |
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236,876 |
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279,075 |
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Gross margin |
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56,950 |
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137,620 |
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106,894 |
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262,288 |
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Operating expenses: |
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Sales and marketing |
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65,637 |
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60,151 |
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128,244 |
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116,838 |
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Research and development |
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24,421 |
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28,303 |
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51,348 |
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59,780 |
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General and administrative |
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21,784 |
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23,704 |
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45,923 |
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48,415 |
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Amortization and write down of intangibles |
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1,095 |
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5,149 |
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4,482 |
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7,099 |
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Restructuring charges |
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58,892 |
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57,180 |
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107,516 |
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76,767 |
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(Gain) loss on land and facilities, net |
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— |
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(265 |
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— |
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887 |
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Total operating expenses |
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171,829 |
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174,222 |
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337,513 |
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309,786 |
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Operating loss |
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(114,879 |
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(36,602 |
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(230,619 |
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(47,498 |
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Loss on investments, net |
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(12,252 |
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(7,087 |
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(12,194 |
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(18,552 |
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Interest and other income, net |
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3,808 |
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3,909 |
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7,752 |
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13,506 |
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Loss from continuing operations before income taxes, equity interest, and cumulative effect of change in accounting principle |
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(123,323 |
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(39,780 |
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(235,061 |
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(52,544 |
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Income tax provision (benefit) |
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1,500 |
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3,715 |
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(4,535 |
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7,392 |
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Equity interest in loss of unconsolidated joint venture |
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(12,593 |
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— |
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(12,593 |
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— |
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Loss from continuing operations before cumulative effect of change in accounting principle |
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(137,416 |
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(43,495 |
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(243,119 |
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(59,936 |
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Discontinued operations, net of taxes |
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(1,565 |
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(25,018 |
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(1,856 |
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(60,711 |
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Loss before cumulative effect of change in accounting principle |
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(138,981 |
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(68,513 |
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(244,975 |
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(120,647 |
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Cumulative effect of change in accounting principle |
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— |
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— |
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— |
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(45,447 |
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Net loss |
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$ |
(138,981 |
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(68,513 |
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(244,975 |
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(166,094 |
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Basic and diluted loss per share: |
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Continuing operations before cumulative effect of change in accounting principle |
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$ |
(0.37 |
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$ |
(0.12 |
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(0.65 |
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