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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

OR

     
[  ]   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 000-30715

COSINE COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  94-3280301
(I.R.S. Employer
Identification Number)
     
1200 Bridge Parkway, Redwood City, CA
(Address of principal executive offices)
  94065
(Zip Code)

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

     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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]     No [X]

     There were 10,004,131 shares of the Company’s Common Stock, par value $.0001, outstanding on July 31, 2003.



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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURE
EXHIBIT INDEX
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2


Table of Contents

COSINE COMMUNICATIONS, INC.

FORM 10-Q

Quarter ended June 30, 2003

TABLE OF CONTENTS

         
    Page
   
PART I        
Item 1. Consolidated Financial Statements:        
               Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002     3  
               Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2003 and June 30, 2002     4  
               Consolidated Statements of Cash Flows for Six Months Ended June 30, 2003 and June 30, 2002     5  
               Notes to Consolidated Financial Statements     6  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations     13  
Item 3. Quantitative and Qualitative Disclosures About Market Risk     28  
Item 4. Controls and Procedures     28  
PART II        
Item 1. Legal Proceedings     29  
Item 2. Changes in Securities and Use of Proceeds     29  
Item 4. Submission of Matters to Vote of Security Holders     30  
Item 6. Exhibits and Reports on Form 8-K     30  
Signature     31  
Exhibit Index     32  
Certifications     33  

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PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

COSINE COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data)

                         
            June 30,   December 31,
            2003   2002
           
 
            (Unaudited)   (1)
ASSETS
Current assets:
               
 
Cash and cash equivalents
  $ 17,554     $ 9,230  
 
Short-term investments
    58,793       92,237  
 
Accounts receivable:
               
   
Trade (net of allowance for doubtful accounts of $166 and $233 at June 30, 2003 and December 31, 2002, respectively)
    3,270       6,373  
   
Other
    700       679  
 
Inventory
    3,599       3,175  
 
Prepaid expenses and other current assets
    3,038       4,054  
 
   
     
 
     
Total current assets
    86,954       115,748  
 
Property and equipment, net
    2,287       2,816  
 
Long-term deposits
    747       997  
 
   
     
 
 
  $ 89,988     $ 119,561  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
               
 
Accounts payable
  $ 2,178     $ 2,493  
 
Provision for warranty claims
    736       1,103  
 
Accrued other liabilities
    3,085       13,362  
 
Accrued compensation
    2,082       1,708  
 
Deferred revenue
    1,359       1,444  
 
Current portion of equipment and working capital loans
    839       1,865  
 
Current portion of obligations under capital lease
    179       1,905  
 
   
     
 
     
Total current liabilities
    10,458       23,880  
Long-term portion of equipment and working capital loans
          131  
Accrued rent
    2,062       2,069  
Stockholders’ equity:
               
 
Preferred stock, 3,000,000 authorized, none issued and outstanding
           
 
Common stock, $.0001 par value, 300,000,000 shares authorized; 9,978,835 and 9,959,092 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively
    1       1  
 
Additional paid-in capital
    545,853       549,243  
 
Notes receivable from stockholders
    (7,744 )     (10,531 )
 
Accumulated other comprehensive income
    393       532  
 
Deferred compensation
    (965 )     (2,274 )
 
Accumulated deficit
    (460,070 )     (443,490 )
 
   
     
 
     
Total stockholders’ equity
    77,468       93,481  
 
   
     
 
 
  $ 89,988     $ 119,561  
 
   
     
 

See accompanying notes.

(1)  The information in this column was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2002.

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COSINE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)

                                     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
       
 
        2003   2002   2003   2002
       
 
 
 
Revenue
  $ 6,014     $ 6,066     $ 8,220     $ 13,159  
 
Cost of goods sold1
    2,822       5,988       3,537       9,355  
 
   
     
     
     
 
Gross profit
    3,192       78       4,683       3,804  
 
   
     
     
     
 
Operating expenses:
                               
 
Research and development2
    5,178       10,304       10,435       23,135  
 
Sales and marketing3
    3,772       7,749       7,119       18,628  
 
General and administrative4
    2,089       3,210       3,826       7,060  
 
Restructuring and impairment charges
    67       24,046       337       24,046  
 
   
     
     
     
 
   
Total operating expenses
    11,106       45,309       21,717       72,869  
 
   
     
     
     
 
Loss from operations
    (7,914 )     (45,231 )     (17,034 )     (69,065 )
 
   
     
     
     
 
Other income (expenses):
                               
 
Interest income and other
    288       885       714       2,228  
 
Interest expense5
    (61 )     (264 )     (189 )     (567 )
 
   
     
     
     
 
   
Total other income (expenses)
    227       621       525       1,661  
 
   
     
     
     
 
Loss before income tax provision
    (7,687 )     (44,610 )     (16,509 )     (67,404 )
 
Income tax provision
    29       138       71       299  
 
   
     
     
     
 
Net loss
  $ (7,716 )   $ (44,748 )   $ (16,580 )   $ (67,703 )
 
   
     
     
     
 
Basic and diluted net loss per common share
  $ (0.79 )   $ (4.63 )   $ (1.70 )   $ (7.02 )
 
   
     
     
     
 
Shares used in computing per share amounts
    9,748       9,673       9,733       9,647  
 
   
     
     
     
 


1 Cost of goods sold includes $48 and $280 for the three months ended June 30, 2003 and 2002, respectively, and $95 and $630 for the six months ended June 30, 2003 and 2002, respectively, of non-cash charges related to equity issuances.
 
2 Research and development expenses include ($11) and $507 for the three months ended June 30, 2003 and 2002, respectively, and $187 and $1,640 for the six months ended June 30, 2003 and 2002, respectively, of non-cash charges (credits) related to equity issuances.
 
3 Sales and marketing expenses include $91 and ($588) for the three months ended June 30, 2003 and 2002, respectively, and ($101) and $330 for the six months ended June 30, 2003 and 2002, respectively, of non-cash (credits) charges related to equity issuances.
 
4 General and administrative expenses include $132 and $348 for the three months ended June 30, 2003 and 2002, respectively, and $269 and $990 for the six months ended June 30, 2003 and 2002, respectively, of non-cash charges related to equity issuances.
 
5 Interest expense includes $0 and $35 for the three months ended June 30, 2003 and 2002, respectively, and $30 and $70 for the six months ended June 30, 2003 and 2002, respectively, of non-cash charges related to equity issuances.

See accompanying notes.

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COSINE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

                     
        Six Months Ended
        June 30,
       
        2003   2002
       
 
Operating activities:
               
Net loss
    ($16,580 )     ($67,703 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
 
Depreciation
    1,309       8,724  
 
Allowance for doubtful accounts
    67       296  
 
Non-cash charges related to inventory write-down
          1,692  
 
Write-down of property and capital equipment
          18,068  
 
Amortization of warrants issued for services
    60       102  
 
Amortization of deferred stock compensation
    1,074       5,352  
 
Reversal of amortization in excess of vesting
    (654 )     (1,794 )
 
Other, net
    (394 )     159  
 
Change in operating assets and liabilities:
               
   
Accounts receivable, trade
    3,036       9,001  
   
Other receivables
    (21 )     290  
   
Inventory
    (424 )     (1,369 )
   
Prepaid expenses and other current assets
    956       116  
   
Long-term deposits
    250       21  
   
Other assets
          172  
   
Accounts payable
    (315 )     (1,612 )
   
Provision for warranty claims
    (367 )     (839 )
   
Accrued other liabilities
    (10,277 )     (1,132 )
   
Accrued compensation
    374       (1,386 )
   
Deferred revenue
    (85 )     (913 )
   
Accrued rent
    (7 )     156  
   
Other liabilities
          2  
 
   
     
 
Net cash used in operating activities
    (21,998 )     (32,597 )
 
   
     
 
Investing activities:
               
Capital expenditures
    (780 )     (2,303 )
Purchase of short-term investments
    (47,180 )     (57,553 )
Proceeds from sales and maturities of short-term investments
    80,879       43,808  
 
   
     
 
 
Net cash provided by (used in) investing activities
    32,919       (16,048 )
 
   
     
 
Financing activities:
               
Principal payments of equipment and working capital loans and capital leases
    (2,883 )     (3,101 )
Proceeds from issuance of common stock, net
    315       623  
Proceeds from notes receivable from stockholders
    31       234  
Repurchase of common stock
    (60 )     (84 )
 
   
     
 
 
Net cash used in financing activities
    (2,597 )     (2,328 )
 
   
     
 
Net increase/(decrease) in cash and cash equivalents
    8,324       (50,973 )
Cash and cash equivalents at the beginning of the period
    9,230       73,868  
 
   
     
 
Cash and cash equivalents at the end of the period
  $ 17,554     $ 22,895  
 
   
     
 
Supplemental information:
               
Cash paid for interest
  $ 159     $ 497  
 
   
     
 
Income taxes paid
  $ 71     $ 299  
 
   
     
 
Cancellation of notes receivable due to repurchase of unvested stock
  $ 2,756     $ 6,532  
 
   
     
 

See accompanying notes.

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COSINE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

     The unaudited consolidated financial statements have been prepared by CoSine Communications, Inc. pursuant to the rules and regulations of the Securities and Exchange Commission and include the accounts of CoSine Communications, Inc. and its wholly owned subsidiaries (“CoSine” or collectively, the “Company”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2003 are not necessarily indicative of the results to be expected for the entire year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes included in CoSine’s Annual Report filed on Form 10-K for the year ended December 31, 2002.

Pro Forma Information

     CoSine has elected to continue to follow APB 25 to account for employee stock options because the alternative fair value method of accounting prescribed by SFAS 123 requires the use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, no compensation expense is recognized when the exercise price of employee stock options equals the market price of the underlying stock on the date of grant.

     The following table illustrates the effect on CoSine’s net loss and net loss per share if CoSine had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation (in thousands, except per share data):

                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
   
 
    2003   2002   2003   2002
   
 
 
 
Net loss, as reported
  ($ 7,716 )   ($ 44,748 )   ($ 16,580 )   ($ 67,703 )
Add: Stock-based employee compensation expense included in reported net loss
    494       2,325       1,075       5,352  
Deduct: Reversal of amortization in excess of vesting
    (249 )     (1,794 )     (654 )     (1,794 )
 
   
     
     
     
 
Deduct: Stock-based employee compensation expense determined under fair value method for all stock option grants (SFAS 123 expense)
    (1,097 )     (2,694 )     (1,902 )     (6,051 )
 
   
     
     
     
 
Pro forma net loss
  ($ 8,568 )   ($ 46,911 )   ($ 18,061 )   ($ 70,196 )
 
   
     
     
     
 
Basic and diluted net loss per share, as reported
  ($ 0.79 )   ($ 4.63 )   ($ 1.70 )   ($ 7.02 )
 
   
     
     
     
 
Pro forma basic and diluted net loss per share
  ($ 0.88 )   ($ 4.85 )   ($ 1.86 )   ($ 7.28 )
 
   
     
     
     
 

     The fair value of CoSine’s options was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

                         
    Three Months Ended   Six Months Ended   Fiscal Year Ended
    June 30,   June 30,   December 31,
   
 
 
    2003   2003   2002
   
 
 
Dividend yield
    0.0 %     0.0 %     0.0 %
Volatility
    0.81       0.81       0.67  
Risk free interest rate
    2.1 %     2.1 %     3.0 %
Expected life
  4 years   4 years   4 years

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     The estimated weighted-average fair value of shares granted under the Purchase Plan in the three months ended June 30, 2003 was $1.39, using a volatility of 0.35, risk-free interest rate of 1% and an expected life of six months. The estimated weighted-average fair value of shares granted under the Purchase Plan in 2002 was $1.60, using a volatility of 0.67, risk-free interest rate of 1% and an expected life of six months.

Guarantees

     CoSine from time to time enters into certain types of contracts that require the Company to indemnify parties against certain third party claims that may arise. These contracts primarily relate to: (i) certain real estate leases, under which the Company may be required to indemnify property owners for environmental liabilities and other claims arising from the Company’s use of the applicable premises, (ii) certain agreements with the Company’s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship, (iii) contracts under which the Company may be required to indemnify customers against loss or damage to property or persons as a result of willful or negligent conduct by CoSine employees or sub-contractors, (iv) contracts under which the Company may be required to indemnify customers against third party claims that a CoSine product infringes a patent, copyright or other intellectual property right and (v) procurement or license agreements under which the Company may be required to indemnify licensors or vendors for certain claims that may be brought against them arising from the Company’s acts or omissions with respect to the supplied products or technology.

     Generally, a maximum obligation is not explicitly stated. Because the obligated amounts associated with this type of agreement are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the CoSine has not been obligated to make payments for these obligations, and no liabilities have therefore been recorded for these obligations on its balance sheet as of June 30, 2003.

2. USE OF ESTIMATES

     The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from these estimates.

3. RECENT ACCOUNTING PRONOUNCEMENTS

     In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” — an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34. The Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. CoSine has not issued or modified any guarantees since December 31, 2002 and, accordingly, the adoption of FASB Interpretation No. 45 did not have a material impact on CoSine’s financial results.

     In December 2002, the FASB issued Statement Number 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (SFAS 148). SFAS 148 amends Statement Number 123, “Accounting for Stock-Based Compensation,” (SFAS 123) to provide alternative methods of transition to the SFAS 123 fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 requires disclosure of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. As permitted under SFAS 148, CoSine adopted the disclosure provisions of that accounting standard and, accordingly, has included such disclosures in the financial statements for the three and six months ended June 30, 2003.

     In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” which requires a company that has a controlling financial interest in a variable interest entity to consolidate the assets, liabilities and results of activities of the entity. A variable interest entity is an entity in which the equity investors do not have a controlling interest or the equity investment at risk is insufficient to finance the entity’s activities without receiving additional subordinated financial support from other parties. Interpretation No. 46 is applicable:(i) immediately for all variable interest entities created after January 31, 2003; or (ii) in the first fiscal year or

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interim period beginning after June 15, 2003 for those created before February 1, 2003. CoSine has not created any variable entities since January 31, 2003 and does not have any investments acquired prior to February 1, 2003 that are variable interest entities; accordingly, adoption of FASB Interpretation No. 46 will not have a material impact on its financial statements.

     In May 2003, the FASB issued Statement Number 150 “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (SFAS 150). This Statement establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS 150 generally requires liability classification for two broad classes of financial instruments: (1) instruments that represent, or are indexed to, an obligation to buy back the issuer’s shares, and (2) obligations that can be settled in shares, but are subject to certain conditions. SFAS 150 applies to all financial instruments created or modified after May 31, 2003, and to other instruments at the beginning of the first interim period beginning after July 1, 2003. As CoSine has not created or modified any financial instruments since the effective date of SFAS 150, CoSine does not believe this Statement will have a material impact on its financial statements.

4. COMMITMENTS AND CONTINGENCIES

     As of June 30, 2003, CoSine had commitments of approximately $1,390,000 relating to purchases of raw materials and semi-finished goods. Of that amount, $314,000 related to purchase orders in excess of demand was accrued at June 30, 2003 in accrued other liabilities.

     On November 15, 2001, CoSine and certain of its officers and directors were named as defendants in a securities class action lawsuit filed in the United States District Court, Southern District of New York. The complaint generally alleges that various investment bank underwriters engaged in improper and undisclosed activities related to the allocation of shares in CoSine’s initial public offering. The complaint brings claims for the violation of several provisions of the federal securities laws against those underwriters, and also against the Company and each of the directors and officers who signed the registration statement relating to the initial public offering. Various plaintiffs have filed similar actions asserting virtually identical allegations against more than 250 other companies. The lawsuit and all other “IPO allocation” securities class actions currently pending in the Southern District of New York have been assigned to Judge Shira A. Scheindlin for coordinated pretrial proceedings. In October 2002, the individual defendants were dismissed without prejudice pursuant to a stipulation. The issuer defendants filed a coordinated motion to dismiss on common pleading issues, which the Court granted in part and denied in part in an order dated February 19, 2002. The Court’s order dismissed the Section 10(b) and Rule 10b-5 claims against the Company but did not dismiss the Section 11 claims against the Company.

     In June 2003, the plaintiffs in all of the cases presented a settlement proposal to all of the issuer defendants. Under the proposed settlement, the plaintiffs will dismiss and release all claims against participating issuer defendants in exchange for a contingent payment guaranty by the insurance companies collectively responsible for insuring the issuer defendants in all of the related cases, and the assignment or surrender to the plaintiffs of certain claims the issuer defendants may have against the underwriters. Under the guaranty, the insurers will be required to pay the amount, if any, by which $1 billion exceeds the aggregate amount ultimately collected by the plaintiffs from the underwriter defendants in all the cases, up to the limits of the applicable insurance policies. The Company will not be required to make any cash payments under the settlement, unless the Company’s insurer is required to pay on the Company’s behalf an amount that exceeds the Company’s insurance coverage. The Company does not believe that this circumstance will occur. In July 2003, a special committee of the Company’s Board of Directors approved the proposed settlement. The settlement is subject to acceptance by a substantial majority of the issuer defendants, and execution of a definitive settlement agreement. The settlement is also subject to approval of the court, which cannot be assured. If the settlement is not consummated, the Company intends to defend the lawsuit vigorously. However, the litigation is in the early stages, and we cannot predict its outcome with certainty.

     In December 2002 and January 2003, two lawsuits were filed against the Company and its directors in state court in California. The lawsuits alleged that the Company and the other defendants violated their fiduciary duties by failing to approve an acquisition of the Company by Wyndcrest Holdings, LLC in December 2002. After only minimal prosecution of the lawsuits, the plaintiffs agreed to dismiss them without prejudice to plaintiffs’ right to re-file at a later date. The dismissals became effective on June 6, 2003. Neither lawsuit is currently pending.

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     In the ordinary course of business, CoSine is involved in legal proceedings involving contractual obligations, employment relationships and other matters. Except as described above, CoSine does not believe there are any pending or threatened legal proceedings that will have a material impact on its financial position or results of operations.

5. BALANCE SHEET DETAILS

Inventory

     Net inventories, stated at the lower of cost (first-in, first-out) or market, consisted of the following, in thousands:

                 
    June 30,   December 31,
    2003   2002
   
 
    (unaudited)        
Raw materials
  $ 441     $ 312  
Semi-finished goods
    2,398       1,951  
Finished goods
    760       912  
 
   
     
 
 
  $ 3,599     $ 3,175  
 
   
     
 

     Included in net finished goods at June 30, 2003 was $386,000 of goods awaiting customer acceptance. There were no goods awaiting customer acceptance at December 31, 2002. Included in net finished goods at June 30, 2003 and December 31, 2002 were $263,000 and $289,000, respectively, of goods used for customer evaluation purposes.

     During the six months ended June 30, 2003, $612,000 of fully reserved inventory was sold and no inventory was written down. During the six months ended June 30, 2002, $701,000 of fully reserved inventory was sold and inventory was written down by $1,692,000.

     CoSine periodically reviews the rates used to determine overhead capitalization applied to inventory. As a result of restructuring activity and refinements in its business model, the Company adjusted the overhead absorption rate for raw materials and semi-finished goods downward during the three months ended June 30, 2003. This increased cost of goods sold by $369,000 for the three and six months ended June 30, 2003.

Warranty

     CoSine provides a basic limited warranty, including repair or replacement of parts, and technical support. The specific terms and conditions of those warranties vary depending on the customer or region in which CoSine does business. CoSine estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. CoSine’s warranty obligation is affected by the number of installed units, product failure rates, materials usage and service delivery costs incurred in correcting product failures. CoSine periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

     Changes in CoSine’s warranty liability were as follows, in thousands:

                 
    Six Months Ended June 30,
    2003   2002
   
 
    (unaudited)
Beginning balance
  $ 1,103     $ 2,505  
Warranty charged to cost of goods sold
    126       281  
Utilization of warranties
    (396 )     (1,085 )
Changes in estimated liability based on experience
    (97 )     (35 )
 
   
     
 
Ending balance
  $ 736     $ 1,666  
 
   
     
 

6. NET LOSS PER COMMON SHARE

     Basic net loss per common share is calculated based on the weighted-average number of common shares outstanding during the periods presented, less weighted-average shares outstanding that are subject to CoSine’s right of repurchase. Common stock equivalents consisting of stock options and warrants (calculated using the treasury stock method), have

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been excluded from the diluted net loss per common share computations, as their inclusion would be antidilutive. These securities amounted to 1,580,837 shares and 2,057,100 shares for the six months ended June 30, 2003 and 2002, respectively.

     The calculations of basic and diluted net loss per share are shown below, in thousands, except per share data:

                                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,
     
 
      2003   2002   2003   2002
     
 
 
 
      (unaudited)
Net loss
  ($ 7,716 )   ($ 44,748 )   ($ 16,580 )   ($ 67,703 )
 
   
     
     
     
 
Basic and diluted:
                               
Weighted-average shares of common stock outstanding
    9,956       10,159       9,954       10,168  
Weighted-average shares subject to repurchase
    (208 )     (486 )     (221 )     (521 )
 
   
     
     
     
 
 
Weighted-average shares used in basic and diluted net loss per common share
    9,748       9,673       9,733       9,647  
 
   
     
     
     
 
Basic and diluted net loss per common share
  ($ 0.79 )   ($ 4.63 )   ($ 1.70 )   ($ 7.02 )
 
   
     
     
     
 

7. COMPREHENSIVE LOSS

     The components of comprehensive loss are shown below, in thousands:

                                     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
       
 
        2003   2002   2003   2002
       
 
 
 
        (unaudited)
Net loss
  ($ 7,716 )   ($ 44,748 )   ($ 16,580 )   ($ 67,703 )
Other comprehensive loss:
                               
 
Unrealized gains (losses) on investments
    123       198       49       (102 )
 
Translation adjustment
    (195 )     173       (199 )     156  
 
   
     
     
     
 
   
Total other comprehensive gain (loss)
    (72 )     371       (150 )     54  
 
   
     
     
     
 
Comprehensive loss
  ($ 7,788 )   ($ 44,377 )   ($ 16,730 )   ($ 67,649 )
 
   
     
     
     
 

8. SEGMENT REPORTING

     CoSine operates in only one operating segment, and substantially all of CoSine’s assets are located in the United States.

     Revenues from customers by geographic region for the three and six months ended June 30, 2003 and 2002, respectively, were as follows, in thousands:

                                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,
     
 
      2003   2002   2003   2002
     
 
 
 
Region           (unaudited)        
United States
  $ 3,684     $ 2,262     $ 4,670     $ 5,702  
Asia/Pacific
    1,877       1,921       2,403       3,795  
Europe
    453       1,883       1,147       3,662  
 
   
     
     
     
 
 
Total
  $ 6,014     $ 6,066     $ 8,220     $ 13,159  
 
   
     
     
     
 

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9. RESTRUCTURING CHARGES

May 2003 Restructuring

     In May 2003, CoSine’s senior management communicated an additional reduction in its workforce related to employees in its European region. The employees were notified in May 2003 that their job functions would be eliminated and that termination benefits would be paid to them. As a result of the workforce reduction, two employees were designated for termination. Amounts related to the workforce reduction are expected to be paid through July of 2003. The restructuring program was an extension of the October 2002 restructuring, which was implemented to reduce operating expenses and conserve cash.

     Details of the May 2003 restructuring charges for the six months ended June 30, 2003 are as follows, unaudited (in thousands):

         
    Worldwide
    workforce
    reduction
Charges
  $ 59  
Cash payments
    (31 )
 
   
 
Provision balance at June 30, 2003
  $ 28  
 
   
 

March 2003 Restructuring

     In March 2003, CoSine’s senior management communicated an additional reduction in its workforce related to the closure of a sales office in the Asia/Pacific Rim region. The employees were notified in March 2003 that their job functions would be eliminated and that termination benefits would be paid to them. As a result of the workforce reduction, three employees were designated for termination. Amounts related to the workforce reduction and the other items are expected to be paid through December of 2003. The restructuring program was an extension of the October 2002 restructuring, which was implemented to reduce operating expenses and conserve cash.

     Details of the March 2003 restructuring charges for the six months ended June 30, 2003 are as follows, unaudited (in thousands):

                         
    Worldwide   Lease        
    workforce   termination        
    reduction   and other   Total
Charges
  $ 218     $ 17     $ 235  
Cash payments
    (184 )     (4 )     (188 )
Non-cash items
            (4 )     (4 )
 
           
     
 
Provision balance at June 30, 2003
  $ 34     $ 9     $ 43  
 
   
     
     
 

October 2002 Restructuring

     In October 2002, CoSine’s senior management approved a restructuring plan to reduce its worldwide workforce. Employees were notified in October 2002 that certain job functions would be eliminated and that particular termination benefits would be paid to affected employees. As a result of the workforce reduction, 73 employees were designated for termination in the restructuring program. Most of the terminations took place in the fourth quarter of 2002. The employees affected by the workforce reduction were from all functional groups and were located in offices in the United States, Europe and Asia. Amounts related to the worldwide workforce reduction are expected to be paid out through September of 2003. In addition, during the first quarter of 2003, CoSine concluded negotiations to settle

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obligations associated with Redwood City, California leased facilities it exited during 2002 and made a payment of $8,104,000. The restructuring program was implemented to reduce operating expenses and conserve cash.

     Activity in the October 2002 restructuring accrual for the six months ended June 30, 2003 is as follows, unaudited (in thousands):

                         
    Worldwide   Lease        
    workforce   termination        
    reduction   and other   Total
Provision balance at December 31, 2002
  $ 317     $ 8,159     $ 8,476  
Cash payments
    (238 )     (8,138 )     (8,376 )
Non-cash items
            (9 )     (9 )
Accrual adjustment
    16       1       17  
 
   
     
     
 
Provision balance at June 30, 2003
  $ 95     $ 13     $ 108  
 
   
     
     
 

May 2002 Restructuring and Impairment of Long-Lived Assets

     In May 2002, CoSine’s senior management approved a restructuring plan to reduce its worldwide workforce, close certain sales offices, exit certain facilities and dispose of or abandon certain property and equipment. Employees were notified in May 2002 that certain job functions would be eliminated and that particular termination benefits would be paid to affected employees. As a result of the workforce reduction, 146 employees were designated for termination in the restructuring program. Most of the terminations took place in the second quarter of 2002, with the remainder taken in the third quarter of 2002. The employees in the workforce reduction were from all functional groups and were located in offices in the United States, Europe and Asia. Amounts related to the worldwide workforce reduction were paid out through December of 2002, and lease commitments and non-cancelable commitments are being paid out over their respective terms through 2003. The Company also wrote down certain property and equipment to its expected realizable value as the assets have been either sold, disposed of or otherwise abandoned. The restructuring program was implemented to reduce operating expenses and conserve cash.

     Activity in the May 2002 restructuring accrual for the six months ended June 30, 2003 is as follows, unaudited (in thousands):

                                 
            Write-down                
    Worldwide   of property   Lease        
    workforce   and   commitments        
    reduction   equipment   and other   Total
Provision balance at December 31, 2002
              $ 815     $ 815  
Cash payments
                (369 )     (369 )
Accrual adjustment
                26       26  
 
   
     
     
     
 
Provision balance at June 30, 2003
  $     $     $ 472     $ 472  
 
   
     
     
     
 

Impairment of Long-lived Assets

     As a result of CoSine’s assessment of market conditions and the related effect on its business plan, the Company concluded that indicators of impairment of its long-lived assets were present during the second and third quarters of 2002. Accordingly, the Company performed an impairment test of the carrying value of its long-lived assets, consisting primarily of property and equipment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Based on an undiscounted cash flow analysis, the cash flows expected to be generated by CoSine’s long-lived assets during their estimated remaining useful lives are not sufficient to recover the net book value of the assets. Consequently, the Company obtained a valuation report outlining the estimated fair value of the assets, based on quoted market prices, from an independent appraiser and recorded an impairment charge of $15,512,000 to write the carrying value of its long-lived assets held for use down to their fair values in the second and third quarters of 2002. In addition, property and equipment that was idled or abandoned was written down by approximately $3,248,000 to its

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estimated net realizable value. The Company has concluded that no indicators of impairment were present in the first or second quarters of 2003.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify forward-looking statements. Factors that might cause such a difference include, but are not limited to, product development, commercialization and technology difficulties, manufacturing costs, the impact of competitive products, pricing pressures, changing customer requirements, timely availability and acceptance of new products, changes in economic conditions in the various markets we serve, the continuation of the current downturn within the telecommunications industry, and those factors discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

OVERVIEW

     We develop, market and sell a communications platform that we refer to as our IP Service Delivery Platform. Our product is designed to enable network service providers to rapidly deliver computer applications and communications services from within their networks. We market our IP Service Delivery Platform through our direct sales force and through resellers to network service providers in Asia, Europe and North America. We provide customer service and support for our products directly and through support partners.

     The market for our IP Service Delivery Platform is new and evolving, and the volume and timing of orders are difficult to predict. A customer’s decision to purchase our platform typically involves a significant commitment of its resources and a lengthy evaluation, testing and product qualification process. Long sales and implementation cycles for our platform may cause our revenue and operating results to vary significantly and unexpectedly from quarter to quarter.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

General

     Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, inventory valuation, warranties and allowances for doubtful accounts. Additionally, the audit committee of our board of directors reviews these critical accounting estimates at least annually. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for certain judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

     The following accounting policies are significantly affected by the judgments and estimates we use in the preparation of our consolidated financial statements.

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Revenue Recognition

     Most of our sales are generated from complex arrangements. Recognizing revenue in these arrangements requires our making significant judgments, particularly in the areas of collectibility and customer acceptance.

     Assessing the collectibility of amounts invoiced to customers is particularly critical. To recognize revenue before we receive payment, we are required to assess that collection from the customer is probable. If we cannot satisfy ourselves that collection is probable, we defer recognizing revenue until we have collected payment.

     Certain of our sales arrangements require formal acceptance by the customer. In such cases, we do not recognize revenue until we have received formal notification of acceptance. Although we work closely with our customers to help them achieve satisfaction with our products prior to and after acceptance, the timing of customer acceptance can greatly affect the timing of our revenue.

Allowance for Doubtful Accounts

     We maintain allowances for doubtful accounts in connection with estimated losses resulting from the inability of our customers to pay our invoices. In order to estimate the appropriate level of this allowance, we analyze historical bad debts, customer concentrations, current customer credit-worthiness, current economic trends and changes in our customer payment patterns. In future periods, if the financial condition of our customers were to deteriorate and affect their ability to make payments, additional allowances could be required.

Inventory Valuation

     In assessing the value of our inventory, we are required to make judgments as to future demand and then compare that demand with current inventory quantities and firm purchase commitments. If our inventories and firm purchase commitments are in excess of forecasted demand, we write down the value of our inventory. We generally use a 12-month forecast to assess future demand. Inventory write-downs are charged to cost of sales. During the three and six months ended June 30, 2003, we had no inventory write-downs. If actual demand for our products is less than our forecasts, additional inventory write-downs may be required.

Long-lived assets

     We evaluate the carrying value of long-lived assets, consisting primarily of property, plant and equipment, whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In assessing the recoverability of long-lived assets, we compare the carrying value to the undiscounted future cash flows the assets are expected to generate. If the total of the undiscounted future cash flows is less than the carrying amount of the assets, the assets will be written down to their estimated fair value. Fair value is generally determined by calculating the discounted future cash flows using a discount rate based upon our weighted average cost of capital or specific appraisal, as appropriate. Significant judgments and assumptions are required in the forecast of future operating results used in the preparation of the estimated future cash flows, including long-term forecasts of overall market conditions and our participation in the market. Changes in these estimates could have a material adverse effect on the assessment of the long-lived assets, thereby requiring us to record further asset write-downs in the future. During the second and third quarters of 2002, we charged $18.8 million to operating expenses as a result of impairments. We have concluded that no additional indicators of impairment were present in the first six months of 2003.

Warranties

     We provide a basic limited warranty, including repair or replacement of parts, and technical support. The specific terms and conditions of those warranties vary depending on the customer or region in which we do business. We estimate the costs that may be incurred under its basic limited warranty and record a liability in the amount of such costs at the time product revenue is recognized. Our warranty obligation is affected by the number of installed units, product failure rates, materials usage and service delivery costs incurred in correcting product failures. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. In future periods, if actual product failure rates, materials usage or service delivery costs differ from our estimates, adjustments to cost of sales could result.

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Impact of Equity Issuances on Operating Results

     Equity issuances have a material impact on our operating results. The equity issuances that have affected operating results to date include warrants granted to customers and suppliers, stock options granted to employees and consultants and stock issued in lieu of cash compensation to suppliers.

     Our costs of goods sold and operating expenses are affected by charges related to warrants and options issued for services. Furthermore, some of our employee stock option transactions have resulted in deferred compensation, which is presented as a reduction of stockholders’ equity on our balance sheet and is amortized over the vesting period of the applicable options using the graded vesting method.

     The compensation associated with shares and options relating to the following transactions is required to be remeasured at the end of each accounting period. The remeasurement at the end of each accounting period will result in unpredictable charges or credits in future periods, depending on future fluctuations in the market prices of our common stock:

    Non-recourse promissory notes receivable: During the fourth quarter of 2000, we converted full-recourse promissory notes received from employees upon the early exercise of unvested employee stock options to non-recourse obligations. Accordingly, we are required to remeasure the compensation associated with these shares until the earlier of the shares vesting or the note being repaid. Deferred compensation expense, which is recorded at each remeasurement, is amortized over the remaining vesting period of the underlying options.
 
    Repriced stock options: In November 2002, we repriced outstanding employee stock options to purchase 1,091,453 shares of our common stock with original exercise prices ranging from $5.45 per share to $159.38 per share. These options were repriced to $5.00 per share, which was higher than the fair market value of the underlying shares on the repricing date. The repricing requires that compensation be remeasured for these options until they are exercised or canceled, or expire.

     Some of the stock options granted to our employees have resulted in deferred compensation as a result of stock options having an exercise price below their fair value. Deferred compensation is presented as a reduction to stockholders’ equity on the balance sheet and is then amortized using an accelerated method over the vesting period of the applicable options. When an employee terminates, an expense credit is recorded for any amortization that has been previously recorded as an expense in excess of vesting.

RESULTS OF OPERATIONS

     For the three months ended June 30, 2003 and 2002, we reported basic and diluted net losses per common share of $0.79 and $4.63, respectively. The effect of equity issuances to customers, suppliers, employees and consultants increased net loss per common share by $0.03 and $0.06 per share for the three months ended June 30, 2003 and 2002, respectively.

     For the six months ended June 30, 2003 and 2002, we reported basic and diluted net losses per common share of $1.70 and $7.02, respectively. The effect of equity issuances to customers, suppliers, employees and consultants increased net loss per common share by $0.05 and $0.38 per share for the six months ended June 30, 2003 and 2002, respectively.

Revenue

     For the three months ended June 30, 2003, revenue was $6.0 million of which 84% was from hardware sales, 1% was from software sales and 15% was from sales of services. For the three months ended June 30, 2002, revenue was $6.1 million of which 77% was from hardware sales, 10% was from software sales and 13% was from sales of services.

     For the six months ended June 30, 2003, revenue was $8.2 million of which 81% was from hardware sales, 2% was from software sales and 17% was from sales of services. For the six months ended June 30, 2002, revenue was $13.2 million of which 77% was from hardware sales, 12% was from software sales and 11% was from sales of services. Revenue in the first six months of 2003 was the result of continued weakness in capital spending in the

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telecommunications industry. Additionally, in Europe and the Asia/Pacific Rim regions, slower-than-expected follow-on orders, some of which was related to the timing of orders, contributed to the revenue decline.

Non-Cash Charges Related to Equity Issuances

     During the three months ended June 30, 2003 and 2002, we recorded $0.3 million and $0.6 million, respectively, of non-cash charges related to equity issuances to cost of goods sold, operating expenses and interest expense. During the six months ended June 30, 2003 and 2002, we recorded $0.5 million and $3.7 million, respectively, of non-cash charges related to equity issuances to cost of goods sold, operating expenses and interest expense.

     Below is a reconciliation of non-cash charges related to equity issuances for the three and six months ended June 30, 2003 and 2002, as presented in our statement of operations, in thousands:

                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2003   2002   2003   2002
   
 
 
 
Amortization of deferred compensation related to stock options granted to employees prior to our initial public offering having an exercise price below fair market value
  $ 380     $ 2,243     $ 961     $ 5,148  
Credits related to the reversal of deferred stock compensation amortization in excess of vesting for terminated employees
    (249 )     (1,794 )     (655 )     (1,794 )
Amortization of deferred compensation associated with non-recourse promissory notes
          82             177  
Amortization of deferred compensation associated with re-pricing
    113             113        
Charges related to options with accelerated vesting
                      27  
Amortization of charges related to warrants or stock options issued to non-employees in conjunction with lease and debt agreements
    16       51       61       102  
 
   
     
     
     
 
Net non-cash charges related to equity issuances
  $ 260     $ 582     $ 480     $ 3,660  
 
   
     
     
     
 

Cost of Goods Sold

     For the three months ended June 30, 2003, cost of goods sold was $2.8 million, which $2.7 million represented materials, labor, production overhead, warranty and the costs of providing services, $0.4 million represented charges resulting from reductions in inventory overhead capitalization rates and $0.3 million represented a benefit associated with fully reserved inventory sold. For the three months ended June 30, 2002, cost of goods sold was $6.0 million, of which $4.2 million represented materials, labor, production overhead, warranty and the costs of providing services, $1.7 million represented inventory written down, $0.3 million represented amortization of deferred compensation related to stock options granted to employees in manufacturing operations and $0.2 million represented a benefit for fully reserved inventory sold.

     For the six months ended June 30, 2003, cost of goods sold was $3.5 million, of which $3.7 million represented materials, labor, production overhead, warranty and the costs of providing services, $0.4 million represented charges resulting from reductions in inventory overhead capitalization rates and $0.6 million represented a benefit associated with fully reserved inventory sold. For the six months ended June 30, 2002, cost of goods sold was $9.4 million, of

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which $7.8 million represented materials, labor, production overhead, warranty and the costs of providing services, $1.7 million represented inventory written down, $0.6 million represented amortization of deferred compensation related to stock options granted to employees in manufacturing operations and $0.7 million represented a benefit for fully reserved inventory sold.

Gross Profit

     For the three months ended June 30, 2003, gross profit was $3.2 million. For the three months ended June 30, 2002, gross profit was $0.1 million.

     For the six months ended June 30, 2003, gross profit was $4.7 million. For the six months ended June 30, 2002, gross profit was $3.8 million. In the first six months of 2002, there were inventory write-downs of $1.7 million. Additionally, maintenance contract support costs declined by $0.6 million due to headcount reductions. Finally, our average selling price increased due the regional mix of sales and more favorable product configurations.

Research and Development Expenses

     Research and development expenses were $5.2 million and $10.3 million for the three months ended June 30, 2003 and 2002, respectively. This represents a decrease of $5.1 million or 50%. This resulted partly from depreciation expense and expense related to CoSine product used in labs, which declined $2.0 million due to the reduced carrying value of assets resulting from impairment charges recorded in the second and third quarters of 2002. Payroll-related expense declined $1.9 million reflecting lower headcount in the current period. Facilities and IT infrastructure expense declined $0.9 million as a result of reductions in workforce and square footage occupied. Non-cash charges related to equity issuances declined $0.5 million due to the reversal of amortization of deferred compensation expense in excess of vesting for employees who were terminated and our use of an accelerated amortization method, which results in lower charges in each subsequent period. Other amounts netted to increase expenses by $0.2 million.

     Research and development expenses were $10.4 million and $23.1 million for the six months ended June 30, 2003 and 2002, respectively. This represents a decrease of $12.7 million or 55%. This resulted partly from payroll-related expense, which declined $4.2 million reflecting lower headcount in the current period. Depreciation expense and expense related to CoSine product used in labs declined $4.3 million due to the reduced carrying value of assets resulting from impairment charges recorded in the second and third quarters of 2002. Facilities and IT infrastructure expense declined $1.9 million as a result of reductions in workforce and square footage occupied. Non-cash charges related to equity issuances declined $1.5 million due to the reversal of amortization of deferred compensation expense in excess of vesting for employees who were terminated and our use of an accelerated amortization method, which results in lower charges in each subsequent period. Contractor, consultant and outside service expense declined $0.9 million due to a reduction in the number of contractors employed and the termination of certain outside engineering arrangements. Other amounts netted to increase expenses by $0.1 million.

Sales and Marketing Expenses

     Sales and marketing expenses were $3.8 million and $7.7 million for the three months ended June 30, 2003 and 2002, respectively. This represents a decrease of $3.9 million or 51%. This resulted partly from payroll-related expense, which declined $2.4 million reflecting lower headcount in the current period. Facilities and IT infrastructure expense declined $1.0 million as a result of reductions in workforce and square footage occupied. Depreciation expense and expense related to CoSine product used in labs declined $0.8 million due to the reduced carrying value of assets resulting from impairment charges recorded in the second and third quarters of 2002. Travel expense declined by $0.6 million due to cost saving measures and associated reductions in headcount. Marketing spending on events and market development declined by $0.3 million due to attending fewer tradeshows and cost saving measures. Freight, supplies and telecommunications expensed combined to reduce expenses by an additional $0.2 million. Partially offsetting the expense reductions, reduced spending to support maintenance contracts and warranty increased Sales and Marketing expense by $0.7 million. Such support costs are initially charged to Sales and Marketing expense and subsequently reclassified to either cost of sales or the provision for warranty claims based on associated activity such as product return levels and technical support case data. Due primarily to a smaller customer installed base, activity associated with

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maintenance and warranty was less than in the prior year. Additionally, non-cash charges related to equity issuances increased $0.7 million as a result of credits taken in the second quarter of 2002 for the reversal of amortization of deferred compensation expense in excess of vesting for the large number of sales and marketing employees who terminated during that quarter.

     Sales and marketing expenses were $7.1 million and $18.6 million for the six months ended June 30, 2003 and 2002, respectively. This represents a decrease of $11.5 million or 62%. This resulted partly from payroll-related expense, which declined $6.2 million reflecting lower headcount in the current period. Depreciation expense and expense related to CoSine product used in labs declined $2.2 million due to the reduced carrying value of assets resulting from impairment charges recorded in the second and third quarters of 2002. Facilities and IT infrastructure expense declined $2.0 million as a result of reductions in workforce and square footage occupied. Travel expense declined by $1.1 million due to cost saving measures and associated reductions in headcount. Marketing spending on events, collateral and public relations declined by $0.8 million due to attending fewer tradeshows and to implementing cost saving measures. Non-cash charges related to equity issuances declined $0.4 million due to the reversal of amortization of deferred compensation expense in excess of vesting for employees who were terminated and our use of an accelerated amortization method, which results in lower charges in each subsequent period. Freight expense declined by an additional $0.1 million. Partially offsetting the expense reductions, reduced spending to support maintenance contracts and warranty increased Sales and Marketing expense by $1.3 million. Such support costs are initially charged to Sales and Marketing expense and subsequently reclassified to either cost of sales or the provision for warranty claims based on associated activity such as product return levels and technical support case data. Due primarily to a smaller customer installed base, activity associated with maintenance and warranty was less than in the prior year.

General and Administrative Expenses

     General and administrative expenses were $2.1 million and $3.2 million for the three months ended June 30, 2003 and 2002, respectively. This represents a decrease of $1.1 million or 35%. This resulted partly from payroll-related expense, which declined $0.4 million reflecting lower headcount in the current period. Depreciation expense declined $0.3 million due to the reduced carrying value of the underlying fixed assets resulting from impairment charges recorded in the second and third quarters of 2002. Non-cash charges related to equity issuances declined $0.2 million due to the reversal of amortization of deferred compensation expense in excess of vesting for employees who were terminated and our use of an accelerated amortization method, which results in lower charges in each subsequent period. Accounting and audit services declined by $0.2 million as a result of cost-saving measures. Bad debt expense declined by $0.2 million due to lower accounts receivable. Communications expense declined $0.1 million as a result of lower headcount and cost-saving measures. Partially offsetting the expense reductions, contractor and outside service expense increased by $0.3 million generally as a result of non-employees replacing work previously completed by regular employees.

     General and administrative expenses were $3.8 million and $7.1 million for the six months ended June 30, 2003 and 2002, respectively. This represents a decrease of $3.3 million or 46%. This resulted partly from payroll-related expense, which declined $1.4 million reflecting lower headcount in the current period. Non-cash charges related to equity issuances declined $0.7 million due to the reversal of amortization of deferred compensation expense in excess of vesting for employees who were terminated and our use of an accelerated amortization method, which results in lower charges in each subsequent period. Depreciation expense declined $0.5 million due to the reduced carrying value of the underlying fixed assets resulting from impairment charges recorded in the second and third quarters of 2002. Accounting and audit services declined by $0.2 million as a result of cost-saving measures. Bad debt expense declined by $0.2 million due to lower accounts receivable. Communications expense declined $0.2 million as a result of lower headcount and cost-saving measures. Other expense declined by $0.1 million due to cost-saving measures.

Restructuring and Impairment

May 2003 Restructuring

     In May 2003, our senior management communicated an additional reduction in its workforce related to employees in our European region. The employees were notified in May 2003 that their job functions would be eliminated and that termination benefits would be paid to them. As a result of the workforce reduction, two employees were designated for termination. Amounts related to the workforce reduction are expected to be paid through July of 2003. The

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restructuring program was an extension of the October 2002 restructuring, which was implemented to reduce operating expenses and conserve cash.

     Details of the May 2003 restructuring charges for the six months ended June 30, 2003 are as follows, unaudited (in thousands):

         
    Worldwide
    workforce
    reduction
Charges
  $ 59  
Cash payments
    (31 )
 
   
 
Provision balance at June 30, 2003
  $ 28  
 
   
 

March 2003 Restructuring

     In March 2003, our senior management communicated an additional reduction in its workforce related to the closure of a sales office in the Asia/Pacific Rim region. The employees were notified in March 2003 that their job functions would be eliminated and that termination benefits would be paid to them. As a result of the workforce reduction, three employees were designated for termination. Amounts related to the workforce reduction and the other items are expected to be paid through December of 2003. The restructuring program was an extension of the October 2002 restructuring, which was implemented to reduce operating expenses and conserve cash.

     Details of the March 2003 restructuring charges for the six months ended June 30, 2003 are as follows, unaudited (in thousands):

                         
    Worldwide   Lease        
    workforce   termination        
    reduction   and other   Total
Charges
  $ 218     $ 17     $ 235  
Cash payments
    (184 )     (4 )     (188 )
Non-cash items
            (4 )     (4 )
 
           
     
 
Provision balance at June 30, 2003
  $ 34     $ 9     $ 43  
 
   
     
     
 

October 2002 Restructuring

     In October 2002, our senior management approved a restructuring plan to reduce our worldwide workforce. Employees were notified in October 2002 that certain job functions would be eliminated and that particular termination benefits would be paid to affected employees. As a result of the workforce reduction, 73 employees were designated for termination in the restructuring program. Most of the terminations took place in the fourth quarter of 2002. The employees affected by the workforce reduction were from all functional groups and were located in offices in the United States, Europe and Asia. Amounts related to the worldwide workforce reduction are expected to be paid out through September of 2003. In addition, during the first quarter of 2003, we concluded negotiations to settle obligations associated with Redwood City, California leased facilities we exited during 2002 and made a payment of $8.1 million. The restructuring program was implemented to reduce operating expenses and conserve cash.

     Activity in the October 2002 restructuring accrual for the six months ended June 30, 2003 is as follows, unaudited (in thousands):

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    Worldwide   Lease        
    workforce   termination        
    reduction   and other   Total
Provision balance at December 31, 2002
  $ 317     $ 8,159     $ 8,476  
Cash payments
    (238 )     (8,138 )     (8,376 )
Non-cash items
            (9 )     (9 )
Accrual adjustment
    16       1       17  
 
   
     
     
 
Provision balance at June 30, 2003
  $ 95     $ 13     $ 108  
 
   
     
     
 

May 2002 Restructuring and Impairment of Long-Lived Assets

     In May 2002, our senior management approved a restructuring plan to reduce our worldwide workforce, close certain sales offices, exit certain facilities and dispose of or abandon certain property and equipment. Employees were notified in May 2002 that certain job functions would be eliminated and that particular termination benefits would be paid to affected employees. As a result of the workforce reduction, 146 employees were designated for termination in the restructuring program. Most of the terminations took place in the second quarter of 2002, with the remainder taken in the third quarter of 2002. The employees in the workforce reduction were from all functional groups and were located in offices in the United States, Europe and Asia. Amounts related to the worldwide workforce reduction were paid out through December of 2002, and lease commitments and non-cancelable commitments are being paid out over their respective terms through 2003. We also wrote down certain property and equipment to its expected realizable value as the assets have been either sold, disposed of or otherwise abandoned. The restructuring program was implemented to reduce operating expenses and conserve cash.

     Activity in the May 2002 restructuring accrual for the six months ended June 30, 2003 is as follows, unaudited (in thousands):

                                 
            Write-down                
    Worldwide   of property   Lease        
    workforce   and   commitments        
    reduction   equipment   and other   Total
Provision balance at December 31, 2002
              $ 815     $ 815  
Cash payments
                (369 )     (369 )
Accrual adjustment
                26       26  
 
   
     
     
     
 
Provision balance at June 30, 2003
  $     $     $ 472     $ 472  
 
   
     
     
     
 

Impairment of Long-lived Assets

     As a result of our assessment of market conditions and the related effect on its business plan, we concluded that indicators of impairment of its long-lived assets were present during the second and third quarters of 2002. Accordingly, we performed an impairment test of the carrying value of its long-lived assets, consisting primarily of property and equipment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Based on an undiscounted cash flow analysis, the cash flows expected to be generated by CoSine’s long-lived assets during their estimated remaining useful lives are not sufficient to recover the net book value of the assets. Consequently, we obtained a valuation report outlining the estimated fair value of the assets, based on quoted market prices, from an independent appraiser and recorded an impairment charge of $15.5 million to write the carrying value of its long-lived assets held for use down to their fair values in the second and third quarters of 2002. In addition, property and equipment that was idled or abandoned was written down by approximately $3.2 million to its estimated net realizable value. We have concluded that no additional indicators of impairment were present in the first or second quarters of 2003.

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Interest and Other Income

     For the three and six months ended June 30, 2003, interest and other income was $0.3 million and $0.7 million, respectively, down from $0.9 million and $2.2 million for the three and six months ended June 30, 2002, respectively. This reflects decreased interest income due to lower levels of cash and short-term investments and lower interest rates on invested amounts.

Interest Expense

     For the three and six months ended June 30, 2003, interest expense was $0.1 million and $0.2 million, respectively, down from $0.3 million and $0.6 million for the three and six months ended June 30, 2002, respectively. The reduction reflects a decline in our debt.

Income Tax Provision

     The provisions for income taxes were $29,000 and $71,000 for the three months ended June 30, 2003 and 2002, respectively, and $138,000 and $299,000 for the six months ended June 30, 2003 and 2002, respectively, and were comprised entirely of foreign corporate income taxes, which are a function of our operation of subsidiaries in various countries.

LIQUIDITY AND CAPITAL RESOURCES

     Prior to our initial public offering in September 2000, we financed our operations primarily through sales of convertible preferred stock for net proceeds of $166.6 million, plus equipment and working capital loans and capital leases. Upon the closing of our initial public offering on September 29, 2000, we received cash proceeds, net of underwriters’ discounts and offering expenses, totaling $242.5 million, and all of our convertible preferred stock was converted into 69.6 million shares of common stock.

     We believe that we possess sufficient liquidity and capital resources to fund our operating and working capital requirements for at least the next 12 months. We may require additional funds to support other purposes and may seek to raise these additional funds through debt or equity financing or from other sources. There can be no assurances that additional funding will be available at all, or that if available, such financing will be obtainable on terms favorable to us.

Cash, Cash Equivalents and Short-Term Investments

     At June 30, 2003, cash, cash equivalents and short-term investments were $76.3 million. This compares with $101.5 million at December 31, 2002.

Operating Activities

     We used $22.0 million and $32.6 million of cash in operations for the six months ended June 30, 2003 and 2002, respectively. The decrease in net cash used in operating activities was the result of a lower net loss.

Investing Activities

     For the six months ended June 30, 2003, we generated $32.9 million in cash from investing activities while for the six months ended June 30 2002, we used $16.0 million in cash from investing activities. The change reflects an increase of $47.4 million for net proceeds from the sale of short-term investments and a decrease in capital expenditures of $1.5 million. In the second half of 2003, we expect to increase cash used in investing activities due to increased capital purchases and the exercise of purchase options on expiring leases.

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Financing Activities

     For the six months ended June 30, 2003 and 2002, $2.6 million and $2.3 million, respectively, were used in financing activities. This primarily reflects lower collections from stock option exercises partially offset by lower principal payments on working capital loans and capital leases.

OUTLOOK

     Beginning in the 2001 fiscal year and continuing through the second quarter of the 2003 fiscal year, the telecommunications industry has experienced a significant downturn. The lack of capital availability for many emerging service providers, combined with the emphasis of larger service providers on reducing operating expenses, has caused a significant reduction in capital spending within the industry as a whole. This reduction has had a direct impact on our operations. We believe that capital spending within the telecommunications industry will recover in the long-term (two to five years). However, due to reductions in capital spending plans by our customers and uncertainty within the telecommunications industry, the outlook for growth in the remainder of 2003 is not favorable and the outlook for 2004 cannot be determined with certainty at this time. We anticipate that this capital spending trend will continue to have a substantial, adverse effect on our revenue growth for at least the remainder of the 2003 fiscal year. Because capital continues to be scarce, we believe that pricing will continue to be under pressure as each potential customer attempts to improve returns on invested capital. Until capital spending levels within the telecommunications industry begin to recover, we will focus our efforts on controlling costs and increasing our market share. However, there can be no assurance that we will succeed in meeting these objectives.

RECENT ACCOUNTING PRONOUNCEMENTS

     In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” — an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34. The Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. We have not issued or modified any guarantees since December 31, 2002 and, accordingly, the adoption of FASB Interpretation No. 45 did not have a material impact on our financial results.

     In December 2002, the FASB issued Statement Number 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (SFAS 148). SFAS 148 amends Statement Number 123, “Accounting for Stock-Based Compensation,” (SFAS 123) to provide alternative methods of transition to the SFAS 123 fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 requires disclosure of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. As permitted under SFAS 148, we adopted the disclosure provisions of that accounting standard and, accordingly, have included such disclosures in the financial statements for the three and six months ended June 30, 2003.

     In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” which requires a company that has a controlling financial interest in a variable interest entity to consolidate the assets, liabilities and results of activities of the entity. A variable interest entity is an entity in which the equity investors do not have a controlling interest or the equity investment at risk is insufficient to finance the entity’s activities without receiving additional subordinated financial support from other parties. Interpretation No. 46 is applicable:(i) immediately for all variable interest entities created after January 31, 2003; or (ii) in the first fiscal year or interim period beginning after June 15, 2003 for those created before February 1, 2003. We have not created any variable entities since January 31, 2003 and do not have any investments acquired prior to February 1, 2003 that are variable interest entities; accordingly, adoption of FASB Interpretation No. 46 will not have a material impact on our financial statements.

     In May 2003, the FASB issued Statement Number 150 “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (SFAS 150). This Statement establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS 150 generally requires liability classification for two broad classes of financial instruments: (1) instruments that represent, or are indexed to, an obligation to buy back the issuer’s shares, and (2) obligations that can be settled in shares, but are subject to certain conditions. SFAS 150 applies to all financial

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instruments created or modified after May 31, 2003, and to other instruments at the beginning of the first interim period beginning after July 1, 2003. As we have not created or modified any financial instruments since the effective date of SFAS 150, we do not believe this Statement will have a material impact on our financial statements.

RISK FACTORS

     The following discussion describes certain risk factors related to our business as well as to our industry in general.

We have a history of losses that we expect will continue, and if we never achieve profitability we may cease operations.

          At June 30, 2003, we had an accumulated deficit of $460.1 million. We have incurred net losses since our incorporation. We cannot be certain that our revenue will grow or that we will generate sufficient revenue to become profitable. If we do not achieve profitability, we may cease operations.

Due to our losses, we could lose major opportunities with large service providers who are concerned with our long-term financial viability.

          Many large telecommunications service providers purchase capital equipment from vendors with a history of successful operations including positive cash flow. Our history of losses and use of cash in operations may cause certain service providers to decide not to purchase our equipment because of concerns regarding our long-term financial viability and our ability to support their businesses. Unless we can generate positive cash flows by either increasing revenues and/or decreasing costs, concerns regarding our long-term financial viability may cause some potential customers to purchase product from other larger, more established suppliers including Cisco Systems, Lucent Technologies, Nortel Networks, Alcatel, Ericsson, Siemens and Juniper Networks.

The outlook for capital spending in the telecommunications industry directly impacts our business.

          Our business depends on capital expenditures within the telecommunications industry, which has experienced a significant downturn since 2001. Capital spending in the industry as a whole has slowed as a result of a lack of available capital for many emerging service providers and a generally cautious approach to capital spending within the industry.

          The ultimate severity and duration of this downturn is unknown. Due to reductions in capital spending plans by our customers and uncertainty within the telecommunications industry, we anticipate that this trend will continue to have a substantial, adverse effect on our revenue growth for at least the remainder of the current fiscal year. No assurance can be given that the Company’s net sales and operating results will not be further adversely affected by the current downturn or any future downturns

We participate in a competitive marketplace, and our failure to compete successfully would limit our ability to increase our market share and harm our business.

          Competition in the network infrastructure market is intense, and we expect that competition in the market for IP networking services will also be intense. If we are unable to compete effectively, our revenue and market share will be negatively affected.

          We face competition from companies in the network infrastructure market, including Cisco Systems, Lucent Technologies, Nortel Networks, Alcatel, Ericsson, Siemens and Juniper Networks.

          We believe that there is likely to be consolidation in our industry. We currently face competition from larger companies with significantly greater resources than we have, and we expect to face increased competition from larger companies in the future.

          Some of these larger competitors have pre-existing relationships involving a range of product lines with the network service providers who are the principal potential customers for our IP Service Delivery Platform. These competitors may offer vendor financing, which we generally do not offer, undercut our prices or use their pre-existing relationships with our customers to induce them not to use our IP Service Delivery Platform.

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The limited sales history of our IP Service Delivery Platform makes forecasting our revenue difficult, which may impair our ability to manage our business.

          We were founded in April 1997, shipped our first test IP Service Delivery Platform product in March 1999 and sold our first IP Service Delivery Platform product in March 2000. We have limited meaningful historical financial data upon which to forecast our revenue.

If our customers are unable to generate sales of services using our products and to manage delivery of these services to their customers, we may be unable to sell our products.

          Our future success depends on network service providers, who are our customers, generating revenue from the sale of services delivered using our products. Sales of our products may decline or be delayed if our customers do not successfully introduce commercial services derived from our IP Service Delivery Platform or if our customers do not generate revenue from these services sufficient to realize an attractive return on their investment in our IP Service Delivery Platform. In addition, the long cycle for service providers to introduce new services made possible by our platform may cause our revenue and operating results to vary significantly from quarter to quarter.

          Our ability to generate future revenue also depends on whether network service providers successfully forecast market trends and identify customer demand for the services and features that our products would enable network service providers to offer their customers.

Fluctuations in demand can lead to impairment of the value of our long-lived assets

          Fluctuations in demand can also lead to the consideration of asset impairment charges. The carrying value of property, plant and equipment is reviewed if the facts and circumstances suggest that property, plant and equipment may be impaired. An impairment review requires management to make certain estimates and judgments regarding future cash flows that management expects to be generated by groups of assets.

          We evaluate the carrying value of our long-lived assets, consisting primarily of property, plant and equipment, whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In assessing the recoverability of long-lived assets, we compare the carrying value to the undiscounted future cash flows the assets are expected to generate. If the total of the undiscounted future cash flows is less than the carrying amount of the assets, the assets will be written down to their estimated fair value. Significant judgments and assumptions are required in the forecast of future operating results used in the preparation of the estimated future cash flows, including long-term forecasts of overall market conditions and our participation in the market. Changes in these estimates could have a material adverse effect on the assessment of the long-lived assets, thereby requiring us to record further asset write-downs in the future.

If our IP Service Delivery Platform does not rapidly achieve market acceptance, we may be unable to achieve profitability.

          Our products offer a new approach for delivering services by network service providers, who may perceive our products as being more expensive than the other technologies and products they purchase. If network service providers do not accept our IP Service Delivery Platform as a method for delivering services to their customers, our ability to increase our revenue, achieve profitability and continue operations would be harmed. Our success also depends on third-party software providers recognizing the advantages of our service delivery method and on our ability to effectively support their software development efforts.

Our IP Service Delivery Platform is our only product line, and our future revenue depends on its commercial success.

          Our IP Service Delivery Platform, which is comprised of hardware and software, is the only product line that we currently offer to our customers. Our future revenue depends on the commercial success of our IP Service Delivery Platform. If customers do not adopt, purchase and successfully implement our IP Service Delivery Platform in large numbers, our revenue will not grow.

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Our products are technically complex and may contain errors or defects that are not found until our customers put our products to full use. Errors or defects in our products could seriously harm our reputation and our ability to sell our products.

          Our products are more complicated than most networking products. They can be adequately tested only when put to full use in large and diverse networks with high amounts of traffic. Errors or defects in our products could result in the loss of current customers, the inability to attract new customers and increased service and warranty costs.

The long sales cycle for our platform may cause our revenue and operating results to vary significantly from quarter to quarter, and the price of our stock to decline.

          A customer’s decision to purchase our IP Service Delivery Platform involves a significant commitment of its resources and a lengthy evaluation, testing and product qualification process. Network service providers and other customers with complex networks usually expand their networks in increments on a periodic basis. We may receive purchase orders for significant dollar amounts on an irregular and unpredictable basis. These events may cause our revenue and operating results to vary significantly and unexpectedly from quarter to quarter, which could cause our stock price to decline.

If we fail to develop new products or features, we will have difficulty attracting customers.

          Based on our prior experience, we expect that our customers will require product features that our current IP Service Delivery Platform does not have. Our products are technically complex, and the development of new products or features is an uncertain, time-consuming and labor-intensive process. We may experience design, manufacturing or marketing problems with new products. If we fail to develop new or enhanced products that meet customer requirements, our ability to attract and retain customers will be hindered.

          If we fail to execute new product introductions in a timely manner we may experience erratic revenue growth, which could negatively affect profitability and in turn have a negative impact on our stock price. In addition, such a failure could result in additional costs such as excess inventory, customer conversion costs, higher than expected product costs and higher than expected operating expenses in research and development and in sales and marketing.

We rely upon a limited number of customers, and any decrease in revenue from these customers or failure to increase our customer base could harm our operating results.

          The loss of one or more of our customers, a reduction in purchases of our products by our customers or the decline of our customers’ business may limit our revenue growth and harm our operating results. Our customers may reduce or discontinue purchases of our products at any time.

          Our future success will depend on attracting additional customers. Failure to increase our customer base would hinder our growth and harm our operating results.

If we fail to retain key personnel, our operations could suffer and our stock price could be negatively impacted.

          Maintaining key personnel may be difficult for a number of reasons, including but not limited to market demand, stock price, growth opportunities, management philosophy, company performance and competitive activity. If we lose key personnel we may find it difficult and costly to recruit new management and other personnel and this may have a negative affect on our performance and in turn on our stock price.

A failure of our contract manufacturers or our sole source and limited source suppliers to meet our needs would seriously harm our ability to timely fill customer orders.

          If any of our manufacturers terminates its relationship with us or is unable to produce sufficient quantities of our products in a timely manner and at satisfactory quality levels, our ability to fill customer orders on time, our reputation and our operating results will suffer. Our contract manufacturers do not have a long-term obligation to supply products to us. Qualifying new contract manufacturers and starting volume production is expensive and time consuming and would disrupt our business.

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          We purchase several key components, including field programmable gate arrays, some integrated circuits and memory devices, and power supplies from a single source or a limited number of sources. We do not have long-term supply contracts for these components. If our supply of these components is interrupted, we may be unable to locate an alternate source in a timely manner or at favorable prices. Interruption or delay in the supply of these components could cause us to lose sales to existing and potential customers.

If any of our significant suppliers were to terminate their relationships with us or compete against us, our revenue and market share would likely be reduced.

          Many of our suppliers also have significant development and marketing relationships with our competitors and have significantly greater financial and marketing resources than we do. If they develop and market products in the future in competition with us, or form or strengthen arrangements with our competitors, our revenue and market share will likely be reduced.

If we fail to predict our manufacturing requirements accurately, we could incur additional costs or manufacturing delays.

          We provide forecasts of our demand to our contract manufacturers up to twelve months before scheduled delivery of products to our customers. If we overestimate our manufacturing requirements, we may have excess or obsolete inventory, which could harm our operating results. If we underestimate our requirements, our contract manufacturers may have an insufficient inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenue. If we do not accurately anticipate lead times for components, we may experience component shortages.

If necessary licenses of third-party technology are terminated or become unavailable or too expensive, our competitive position and our product offering will suffer.

          We license from third-party suppliers certain software applications incorporated in our IP Service Delivery Platform. Also, we may need to license technology from other third-party suppliers to enable us to develop new products or features. Our inability to renew or obtain any third-party license that we need could require us to obtain substitute technology of lower quality or at greater cost. Either of these outcomes could seriously impair our ability to sell our products and could harm our operating results.

Insiders continue to have substantial control over us and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur.

          Our executive officers, directors and principal stockholders who hold 5% or more of the outstanding common stock and their affiliates beneficially own a significant portion of our outstanding common stock. These stockholders will be able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders wanted it to occur.

If we become subject to unfair hiring claims, we could be prevented from hiring needed personnel, or from pursuing or implementing our research, and could incur substantial liabilities or costs.

          Companies in our industry whose employees accept positions with competitors frequently claim that these competitors have engaged in unfair hiring practices or that the employment of these persons would involve the disclosure or use of trade secrets or information subject to an obligation of confidentiality. We have been threatened with claims like these in the past and may receive claims of this kind in the future. These claims could prevent us from hiring personnel or from using the knowledge and experience brought to us by the personnel whom we hire. We could also incur substantial costs and damages in defending ourselves or our employees against these claims, regardless of their merits. Defending ourselves against such claims could divert the attention of our management away from our operations.

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If our products do not work the way our customers expect, orders for our products may be cancelled and the market perception of our products could be harmed.

          If our products do not work with our customers’ or their end-users’ networks, the market perception of our products could be harmed and orders for our products could be cancelled. In particular, if an actual or perceived breach of network security occurs in a customer’s or its end-user’s network that uses our products, we may be subject to lawsuits for losses suffered by customers or their end-users.

          If we have to redesign or modify our products to make them compatible with a customer’s or end-user’s network, our sales cycle could be extended, our research and development costs may increase and profit margins on our products may decline.

Because the markets in which we compete are prone to rapid technological change and the adoption of standards different from those that we use, our products could become obsolete, and we could be required to incur substantial costs to modify our products to remain competitive.

          The market for our IP Service Delivery Platform is prone to rapid technological change, the adoption of new standards, frequent new product introductions and changes in customer and end-user requirements. We may be unable to respond quickly or effectively to these developments. We may experience difficulties that could prevent our development of new products and features. The introduction of new products or technologies by competitors, or the emergence of new industry standards, could render our products obsolete or could require us to incur costs to redesign our products.

We rely on our intellectual property rights to be competitive, and if we are unable to protect these rights, we may never become profitable.

          We rely on a combination of copyright, trademark, patent and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Monitoring unauthorized use of our products is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology. If we are unable to protect our intellectual property rights, our ability to supply our products as they have been designed could suffer, and our ability to become profitable could be harmed.

If we become involved in an intellectual property dispute, we could be subject to significant liability, the time and attention of our management could be diverted and we could be prevented from selling our products.

          We may become a party to litigation in the future to protect our intellectual property or because others may allege infringement of their intellectual property. These claims and any resulting lawsuit could subject us to significant liability for damages or invalidate our proprietary rights. These lawsuits, regardless of their merits, likely would be time-consuming and expensive to resolve and would divert management time and attention. Any potential intellectual property litigation alleging our infringement of a third-party’s intellectual property also could force us to:

  -   stop selling products or services that use the challenged intellectual property;
 
  -   obtain from the owner of the infringed intellectual property right a license to sell the relevant technology, which license may not be available on reasonable terms, or at all; or
 
  -   redesign those products or services that use the infringed technology.

If our stock price declines to below $1.00, we could be delisted from the Nasdaq.

          If our stock price were to drop below $1.00, our common stock could be delisted from the Nasdaq National market.

          A low stock price could also cause some of our potential customers to be reluctant to purchase our products.

Acts of war, terrorist activity, and bio-terrorism can have a negative effect on the demand for our products.

          The terrorist activity on September 11, 2001, the ensuing declaration of war on terrorism, and the war against Iraq may result in reduced demand for networking products. Capital spending in the telecommunications industry was already depressed prior to the tragedy, and additional news regarding war and terrorism may negatively impact the demand for our products. These circumstances may result in delayed purchases, cancelled orders and new technology

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requirements, which could lead to reduced revenues or increased costs, which in turn could negatively affect our stock price.

We may have difficulty obtaining director and officer liability insurance in acceptable amounts for acceptable rates.

          Like most other public companies, we carry insurance protecting our officers and directors against claims relating to the conduct of our business. This insurance covers, among other things, the costs incurred by companies and their management to defend against and resolve claims relating to management conduct and results of operations, such as securities class action claims. These claims typically are expensive to defend against and resolve. We pay significant premiums to acquire and maintain this insurance, which is provided by third-party insurers, and we agree to underwrite a portion of such exposures under the terms of the insurance coverage. One consequence of the current economic downturn and decline in stock prices has been a substantial increase in the number of securities class actions and similar claims brought against public corporations and their management, including our company and certain of our current and former officers and directors. Consequently, insurers providing director and officer liability insurance have in recent periods sharply increased the premiums they charge for this insurance, raised retentions (that is, the amount of liability that a company is required to pay to defend and resolve a claim before any applicable insurance is provided), and limited the amount of insurance they will provide. Moreover, insurers typically provide only one-year policies. The insurance policies that may cover the current securities lawsuits against us have a $250,000 retention. As a result, the costs we incur in defending the current securities lawsuits against us will not be reimbursed until they exceed $250,000. The policies that would cover any future lawsuits may not provide any coverage to us and may cover the directors and officers only in the event we are unwilling or unable to cover their costs in defending against and resolving any future claims. As a result, our costs in defending any future lawsuits could increase significantly. Particularly in the current economic environment, we cannot assure you that in the future we will be able to obtain sufficient director and officer liability insurance coverage at acceptable rates and with acceptable deductibles and other limitations. Failure to obtain such insurance could materially harm our financial condition in the event that we are required to defend against and resolve any future or existing securities class actions or other claims made against us or our management arising from the conduct of our operations. Further, the inability to obtain such insurance in adequate amounts may impair our future ability to retain and recruit qualified officers and directors.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity

     We do not currently use derivative financial instruments for speculative trading or hedging purposes. In addition, we maintain our cash equivalents in government and agency securities, debt instruments of financial institutions and corporations and money market funds. Our exposure to market risks from changes in interest rates relates primarily to corporate debt securities. We place our investments with high credit quality issuers and, by policy, limit the amount of the credit exposure to any one issuer.

     Our general policy is to limit the risk of principal loss and ensure the safety of invested funds by limiting market and credit risk. All highly-liquid investments with a maturity of less than three months at the date of purchase are considered to be cash equivalents, and all investments with maturities of three months or greater are classified as available-for-sale and considered to be short-term investments.

Exchange Rate Sensitivity

     Currently, all of our sales and most of our expenses are denominated in United States dollars. Therefore, we have not engaged in any foreign exchange hedging activities to date.

ITEM 4. CONTROLS AND PROCEDURES

  (a)   Our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer have evaluated our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q, and have concluded that such controls and procedures are effective.

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  (b)   During the three months ending June 30, 2003, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          On November 15, 2001, CoSine and certain of its officers and directors were named as defendants in a securities class action lawsuit filed in the United States District Court, Southern District of New York. The complaint generally alleges that various investment bank underwriters engaged in improper and undisclosed activities related to the allocation of shares in CoSine’s initial public offering. The complaint brings claims for the violation of several provisions of the federal securities laws against those underwriters, and also against the Company and each of the directors and officers who signed the registration statement relating to the initial public offering. Various plaintiffs have filed similar actions asserting virtually identical allegations against more than 250 other companies. The lawsuit and all other “IPO allocation” securities class actions currently pending in the Southern District of New York have been assigned to Judge Shira A. Scheindlin for coordinated pretrial proceedings. In October 2002, the individual defendants were dismissed without prejudice pursuant to a stipulation. The issuer defendants filed a coordinated motion to dismiss on common pleading issues, which the Court granted in part and denied in part in an order dated February 19, 2002. The Court’s order dismissed the Section 10(b) and Rule 10b-5 claims against the Company but did not dismiss the Section 11 claims against the Company.

     In June 2003, the plaintiffs in all of the cases presented a settlement proposal to all of the issuer defendants. Under the proposed settlement, the plaintiffs will dismiss and release all claims against participating issuer defendants in exchange for a contingent payment guaranty by the insurance companies collectively responsible for insuring the issuer defendants in all of the related cases, and the assignment or surrender to the plaintiffs of certain claims the issuer defendants may have against the underwriters. Under the guaranty, the insurers will be required to pay the amount, if any, by which $1 billion exceeds the aggregate amount ultimately collected by the plaintiffs from the underwriter defendants in all the cases, up to the limits of the applicable insurance policies. The Company will not be required to make any cash payments under the settlement, unless the Company’s insurer is required to pay on the Company’s behalf an amount that exceeds the Company’s insurance coverage. The Company does not believe that this circumstance will occur. In July 2003, a special committee of the Company’s Board of Directors approved the proposed settlement. The settlement is subject to acceptance by a substantial majority of the issuer defendants and execution of a definitive settlement agreement. The settlement is also subject to approval of the court. If the settlement is not consummated, the Company intends to defend the lawsuit vigorously. However, the litigation is in the early stages, and we cannot predict its outcome with certainty.

     In December 2002 and January 2003, two lawsuits were filed against the Company and its directors in state court in California. The lawsuits alleged that the Company and the other defendants violated their fiduciary duties by failing to approve an acquisition of the Company by Wyndcrest Holdings, LLC in December 2002. After only minimal prosecution of the lawsuits, the plaintiffs agreed to dismiss them without prejudice to plaintiffs’ right to re-file at a later date. The dismissals became effective on June 6, 2003. Neither lawsuit is currently pending.

     In the ordinary course of business, CoSine is involved in legal proceedings involving contractual obligations, employment relationships and other matters. Except as described above, CoSine does not believe there are any pending or threatened legal proceedings that will have a material impact on its financial position or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

  (a)   On September 25, 2000, in connection with our initial public offering, a Registration Statement on Form S-1 (File No. 333-35938) was declared effective by the Securities and Exchange Commission, pursuant to which 1,150,000 shares of our common stock were offered and sold for our account at a price of $230 per share, generating gross offering proceeds of $264.5 million. The managing underwriters were Goldman, Sachs & Co., Chase Securities Inc., Robertson Stephens, Inc. and JP Morgan Securities Inc. Our initial public offering closed on September 29, 2000. The net proceeds of the initial public offering were approximately

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      $242.5 million after deducting approximately $18.5 million of underwriting discounts and approximately $3.5 million of other offering expenses.
 
      We did not pay directly or indirectly any of the underwriting discounts or other related expenses of the initial public offering to any of our directors or officers, any person owning 10% or more of any class of our equity securities, or any of our affiliates.
 
      We have used approximately $166 million of the funds from the initial public offering to fund our operations. We expect to use the remaining net proceeds for general corporate purposes, to fund our operations, working capital and capital expenditures. Pending further use of the net proceeds, we have invested them in short-term, interest-bearing, investment-grade securities.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

  (a)   The annual meeting of CoSine’s stockholders was held on May 6, 2003.
 
  (b)   Vinton G. Cerf and Donald Green were elected as Class III directors for a term of three years. The Company’s Class I and Class II directors did not stand for reelection at the annual meeting. The terms of the Company’s Class I directors, R. David Spreng and Stephen Goggiano, will expire in 2004. The term of the Company’s Class II director, Charles J. Abbe, will expire in 2005.
 
  (c)   The only other matter voted upon at the annual meeting was the ratification of Ernst & Young LLP as the independent auditors of the Company for the 2003 fiscal year.
 
      The following sets forth the number of votes cast or withheld, as well as the number of abstentions and broker non-votes, with respect to the nominee for election as a director and the ratification of Ernst & Young LLP:

                 
    For   Withheld
   
 
Election of Vinton G. Cerf as a Class III director
    7,953,250       1,030,227  
Election of Donald Green as a Class III director
    8,170,600       812,877  
                         
    For   Against   Abstain
   
 
 
Ratify the appointment of Ernst & Young LLP as independent auditors
    8,888,142       69,404       26,030  

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  (a)   Exhibit Index on page 32.
 
  (b)   Reports on Form 8-K.
 
      On July 22, 2003, the Company issued a press release in which it reported earnings for the quarter ending June 30, 2003. A copy of such press release was included in a Form 8-K filed by the Company on July 22, 2003 as Exhibit 99.1.

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SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

         
    COSINE COMMUNICATIONS, INC.
         
    By:   /s/ Terry Gibson
       
        Terry Gibson
        Executive Vice President and Chief Financial Officer
        (Principal Financial and Accounting Officer)
Dated: August 13, 2003        

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EXHIBIT INDEX

     
Exhibit Number   Description

 
31.1   Certification of Stephen Goggiano, President and Chief Executive Officer of CoSine Communications, Inc., pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of Terry Gibson, Executive Vice President and Chief Financial Officer of CoSine Communications, Inc., pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of Stephen Goggiano, President and Chief Executive Officer of CoSine Communications, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2   Certification of Terry Gibson, Executive Vice President and Chief Financial Officer of CoSine Communications, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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