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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2003
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to _______.
Commission File Number: 0-18706
BLACK BOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-3086563
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Park Drive
Lawrence, Pennsylvania 15055
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 724-746-5500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / X /
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes x No
--- ---
Aggregate market value of outstanding Common Stock, $.001 par value (the "Common
Stock"), held by non-affiliates of the Registrant at September 29, 2002, was
$653,562,798 based on the closing sale price reported on the Nasdaq National
Market for that date. For purposes of this calculation only, directors and
executive officers of the Registrant and their affiliates are deemed to be
affiliates of the Registrant.
Number of outstanding shares of Common Stock at June 13, 2003, was 18,389,534.
Document Incorporated by Reference
Proxy Statement for 2003 Annual Meeting of Stockholders -- Part III
PART I
ITEM 1 -- BUSINESS
OVERVIEW. Black Box Corporation ("Black Box" or "the Company") is the world's
largest technical services company dedicated to designing, building and
maintaining today's complicated network infrastructure systems. The Black Box
team of approximately 3,100 serves more than 150,000 clients in 132 countries
throughout the world. Founded in 1976, Black Box operates subsidiaries on five
continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.
Black Box differentiates itself from its competitors through comprehensive
levels of technical support, its capability to provide this technical support
globally and its private-labeled brand, BLACK BOX(R).
As the largest and highest quality network infrastructure services company 100%
dedicated to this market in the world, Black Box is in a unique position to
capitalize on its service advantages, current leadership position, diverse and
loyal client base and strong financial performance.
INDUSTRY BACKGROUND. Black Box participates in the worldwide network
infrastructure market estimated at $20 billion. The structured cabling market is
estimated at $8 billion and the telephony services market is estimated at $12
billion.
BUSINESS STRATEGY. Black Box's business strategy is to provide its clients with
one source for products and services to meet all of their networking
infrastructure needs - whether at a single location or multiple locations
worldwide. The Company believes that its combination of worldwide structured
cabling and telephony services performed at client locations - integrated with
hotline technical services - provides it with a unique advantage against its
competitors in the network infrastructure market. The Company believes its
record of consistent operating profitability and its high rate of repeat clients
is evidence of the strength of its strategy. Keys to the Company's success
include the following:
Hot-Line Technical Services. Black Box provides its clients with
around-the-clock, seven days per week technical support at no charge through a
hotline telephone consulting service, available to clients in 132 countries
worldwide. In Fiscal 2003, the Company's hotline technical experts responded to
approximately 1.5 million client calls with 99.8% answered in less than 20
seconds. This is significantly faster than the industry average of 10 to 11
minutes.
Each Black Box hotline technician receives training that enables the technician
to provide clients with reliable and cost-effective solutions to networking
challenges. Clients receive system design, product selection recommendations,
installation and post-installation maintenance support.
On-Site Technical Services. Black Box Corporation provides complete structured
cabling and telephony solutions - including design, installation and maintenance
- - with consistent high quality and uniformity. The Company maintains what it
believes is the industry's largest staff of Registered Communication
Distribution Designers (RCDDs) who assure that all designs meet or exceed ANSI,
TIA/EIA, and National Electric Code(R) (NEC(R)) standards. Structured cabling
and telephony services performed at client locations are provided in most major
markets around the world.
2
Quality Networking Solutions. Through the BLACK BOX(R) Catalog and BLACK BOX(R)
On-Line, the Company markets more than 90,000 network infrastructure products.
The Company modifies and updates its product offerings based on technical
advancements and market demand.
In Fiscal 1998, Black Box became the first in the industry to introduce a
product warranty program offering full protection regardless of cause of
failure, including accidental, surge or water damage. In Fiscal 2000, the
Company introduced Certification Plus, the industry's first comprehensive
guaranteed-for-life structured cabling system. In Fiscal 2002, Extended
Certification Plus was introduced, enabling clients' existing cabling systems to
be guaranteed for life after inspection and certification by a Black Box RCDD.
Brand Name. BLACK BOX(R) is a widely recognized brand name associated with high
quality products and services. The Company believes that the BLACK BOX(R)
tradename is important to its business.
ISO9001 Certified. Black Box received ISO9001 certification in the U.S.,
Australia, Brazil, France, Italy, Japan, Singapore and the United Kingdom.
Rigorous quality control processes must be documented and practiced to earn and
maintain ISO9001 certification.
Proprietary Client List. For more than 27 years, the Company has built a
proprietary mailing list of approximately 1.5 million names representing nearly
one million clients. This database includes information on the past purchases of
its clients. The Company routinely analyzes this data in an effort to enhance
client purchasing and ensure that targeted mailings reach specific audiences.
The Company believes that its proprietary list is a valuable asset that
represents a significant competitive advantage. The Company does not rent their
client list.
In-Stock Availability and Rapid Order Fulfillment. The Company has developed
efficient inventory management and order fulfillment systems that allow more
than 95% of orders for standard product received before midnight eastern time to
be shipped that same day.
GROWTH STRATEGY. Black Box's growth strategy is centered around profitably
growing: (i) worldwide hotline services, (ii) worldwide on-site structured
cabling services, and (iii) worldwide on-site telephony services.
CLIENTS. Black Box clients range from small organizations to many of the world's
largest corporations covering a diversity of industries, from manufacturing,
retail and financial to educational and government. Revenues from the Company's
clients are segmented as 42% from large companies, 17% from medium-sized
companies and 41% from small companies.
MARKETING. Black Box services are primarily marketed through its direct
marketing, direct sales and online through the Company's website. Black Box was
the first company to engage exclusively in the sale of a broad range of
networking products through direct marketing techniques. Black Box targets its
catalogs and marketing materials directly to its clients who make systems design
and purchasing decisions. Black Box marketing materials present a wide choice of
items using a combination of product features and benefits, photographs, product
descriptions, product specifications, compatibility charts, potential
applications and other helpful technical information.
3
TECHNICAL SERVICES. Black Box believes that its technical services are the
foundation of its success enabling the Company to provide services ranging from
hotline consultation to site surveys, design and engineering, installation,
certification and maintenance.
WORLDWIDE HEADQUARTERS. The Company's worldwide headquarters and certain U.S.
operations are located in Lawrence, Pennsylvania (a suburb 20 miles south of
Pittsburgh). This 352,000 square foot facility is on an 84-acre site.
PRODUCTS. Black Box believes that its ability to offer a broad, innovative
product line, supported by readily available technical services, has been an
important competitive factor. Black Box currently offers more than 90,000
products through its catalogs and website. New products are introduced
regularly. The majority of the Company's product revenues are from products
marketed under the BLACK BOX(R) brand name.
MANUFACTURERS AND SUPPLIERS. Black Box utilizes a network of OEM manufacturers
and suppliers throughout the world. Each supplier is monitored for quality,
delivery performance and cost through a well-established certification program.
This network has manufacturing and engineering capabilities to customize
products for specialized applications. Black Box believes that the loss of any
single source of supply would not adversely affect its business.
Black Box also operates its own manufacturing and assembly operation at its
Lawrence, Pennsylvania location. The Company chooses to manufacture certain
products in-house when outside OEMS are not economical. Sourcing decisions of
in-house versus out-of-house are based upon a balance of quality, delivery,
performance and cost.
INFORMATION SYSTEMS. The Company has committed significant resources to the
development of sophisticated information systems that are used to manage all
aspects of its business. The Company's systems support and integrate technical
support and client service, inventory management, purchasing, distribution
activities, accounting and project cost management. In addition, the Company's
exclusive project tracking system, e-Status, enables clients to review up to
date information on their projects across the country or around the world.
The Company's changing product mix, multiple language requirements and design
enhancements require efficient modification of product presentations for its
various catalogs. Black Box also supports a publishing system that provides the
flexibility and speed for both text and graphic layout. This enables the timely
and efficient creation of marketing materials.
BACKLOG. The worldwide backlog of unfilled orders believed to be firm was
approximately $51 million at March 31, 2003 compared to $49 million at March 31,
2002.
TEAM MEMBERS. As of March 31, 2003, the Company had approximately 3,100 team
members worldwide of which approximately 500 are subject to collective
bargaining agreements. The Company believes that its relationship with its team
members is good.
FINANCIAL INFORMATION. Financial information regarding the Company, including
segment data, is set forth in Item 8 of this Form 10-K and is incorporated
herein by reference. During the fourth quarter of Fiscal 2003, the Company
changed its primary segments to be on a geographic basis as this is now the way
it manages the business to be more responsive to the organization's operating
structure. The reportable segments are comprised of North America, Europe and
All Other.
4
COMPETITION. The Company competes with other VARs and manufacturers. The Company
believes its primary competitive advantage is its worldwide technical services.
The Company believes there are no dominant competitors in the industry.
OTHER INFORMATION. The Company maintains an investor relations page on its
Internet website at http://www.blackbox.com. In December 2002, the Company began
making its annual, quarterly and current reports filed or furnished with the
Securities and Exchange Commission available as soon as reasonably practicable
on the website. Such reports may be viewed or downloaded free of charge.
5
ITEM 2 -- PROPERTIES
The Company's worldwide headquarters and certain U.S. operations are located in
Lawrence, Pennsylvania (located 20 miles south of Pittsburgh) in a 352,000
square foot, owned facility on 84 acres.
The Company owns or leases approximately 103 additional offices or facilities
throughout the world, none of which are material in nature to Black Box.
The Company believes that its manufacturing and distribution facilities, located
at its Lawrence complex, are adequate for its present and foreseeable needs.
ITEM 3 -- LEGAL PROCEEDINGS
The Company is involved in, or has pending, various legal proceedings, claims,
suits and complaints arising out of the normal course of business. In addition,
there are two arbitration awards against the Company for $1.5 million and $1.3
million that are being appealed. Based on the facts currently available to the
Company, management believes all such matters are adequately provided for,
covered by insurance, without merit, not probable that an unfavorable outcome
will result, or of such amounts which upon resolution will not have a material
adverse effect on the consolidated financial position, results of operations or
cash flow of the Company.
The Company has been named as a defendant in two substantially similar
complaints alleging violations of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. The Company
believes that the claims are without merit and intends to defend itself
vigorously.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered by
this report to a vote of security holders, through the solicitation of proxies
or otherwise.
6
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their respective ages and positions
are as follows:
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
Fred C. Young 47 Chairman of the Board and Chief
Executive Officer
Michael McAndrew 43 Vice President, Chief Financial Officer,
Treasurer, Secretary and Principal
Accounting Officer
Kathleen Bullions 48 Senior Vice President - North America
Roger E. M. Croft 54 Vice President - Europe and Latin
America
Francis W. Wertheimber 50 Vice President - Pacific Rim/Far East
The following is a biographical summary of the experience of the executive
officers of the Company:
FRED C. YOUNG, 47, was elected Chairman of the Board and Chief
Executive Officer of the Company on June 24, 1998. He was first elected
a director of the Company on December 18, 1995. He served as Vice
President and Chief Financial Officer, Treasurer and Secretary of Black
Box Corporation since joining the Company in 1991 and was promoted to
Senior Vice President and Chief Operating Officer in May 1996 and
President in May 1997. Mr. Young has been with the Company for 11
years.
MICHAEL MCANDREW, 43, was promoted to Vice President and Chief
Financial Officer on December 13, 2002. He became Secretary and
Treasurer on January 31, 2003. He was Manager of Corporate Planning and
Analysis prior to December 13, 2002. Mr. McAndrew has been with the
Company for 13 years.
KATHLEEN BULLIONS, 48, was promoted to Senior Vice President - North
America on December 13, 2002. She was promoted to Vice President of
Marketing and Operations on May 9, 1997 and was Director of Operations
prior to May 9, 1997. Ms. Bullions has been with the Company for 20
years.
ROGER E. M. CROFT, 54, was promoted to Vice President - Europe and
Latin America in May 1998. He was promoted to Vice President of
European Operations on May 9, 1997 and was Managing Director of Black
Box U.K. prior to May 9, 1997. Mr. Croft has been with Black Box for 18
years.
FRANCIS W. WERTHEIMBER, 50, was promoted to Vice President - Pacific
Rim/Far East on May 9, 1997. He was Managing Director of Black Box
Japan prior to May 9, 1997. Mr. Wertheimber has been with Black Box for
10 years.
7
PART II
ITEM 5 -- MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Common Stock is traded on the Nasdaq National Market (trading symbol
"BBOX"). On June 18, 2003, the last reported sale price of the Common Stock was
$40.68 per share. The following table sets forth the quarterly high and low sale
prices of the Common Stock as reported by the Nasdaq Stock Market during each of
the Company's fiscal quarters indicated. Such over the counter market quotations
reflect inter-dealer prices, without retail mark-up, markdown, or commission,
and may not necessarily represent actual transactions.
High Low
---- ---
FISCAL 2002
1st Quarter 72.25 40.25
2nd Quarter 71.23 39.88
3rd Quarter 58.77 39.56
4th Quarter 55.88 43.55
FISCAL 2003
1st Quarter 55.70 36.57
2nd Quarter 43.80 28.67
3rd Quarter 51.39 28.02
4th Quarter 51.16 25.58
At March 31, 2003, there were 2,318 holders of record.
Cash dividends of $0.05 per share of Common Stock were each paid on January 15,
2003 and April 15, 2003.
See "Equity Compensation Plan Information," Item 12 in Part III, which is
incorporated by reference herein.
8
ITEM 6 -- SELECTED FINANCIAL DATA
The following table sets forth certain selected historical consolidated
financial data for the Company for the periods indicated. Information should be
read in conjunction with the Company's Consolidated Financial Statements and
Notes thereto included elsewhere in this report. The historical data presented
below for Fiscal Years 1999 through 2003 were derived from the Consolidated
Financial Statements of the Company.
Dollars in Thousands, except Per Share Amounts
FISCAL YEAR ENDED MARCH 31,
------------------------------------------------------------------
1999 2000 2001 2002 2003
- -------------------------------------------------------------------------------------------------------------
Income Statement Data:
Revenues $336,890 $508,340 $826,993 $743,681 $605,017
Cost of sales 174,067 288,813 493,861 453,131 366,170
-------- -------- -------- -------- --------
Gross profit 162,823 219,527 333,132 238,847
290,550
Selling, general & administrative
expenses 95,055 129,874 203,377 152,808
181,867
Restructuring expense -- -- -- 3,500 6,536
Intangibles amortization (1) 4,263 6,410 12,821 170 377
-------- -------- -------- -------- --------
Operating income 63,505 83,243 116,934 105,013 79,126
Interest expense, net 553 3,243 11,312 6,268 2,826
Net income $ 38,145 $ 48,852 $ 64,190 $ 62,042 $ 48,685
Basic earnings per share $ 2.19 $ 2.74 $ 3.40 $ 3.11 $ 2.46
Diluted earnings per share $ 2.09 $ 2.60 $ 3.22 $ 2.97 $ 2.39
Dividends declared per common share
$ -- $ -- $ -- $ -- $ 0.10
- -------------------------------------------------------------------------------------------------------------
Balance Sheet Data (at end of period):
Working capital $ 73,262 $115,981 $138,922 $143,464 $118,592
Total assets 246,465 452,289 652,930 650,787 626,729
Long-term debt 204 105,374 124,066 75,497 49,453
Stockholders' equity 192,652 258,327 388,951 490,098 494,422
- -------------------------------------------------------------------------------------------------------------
(1) See Note 3 to the Consolidated Financial Statements.
9
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company manages its business based on geographic segments: North America,
Europe and All Other. In addition, certain revenue and gross profit information
by service type is also provided herein for purposes of further analysis.
Management believes it is important to present special items, which include
restructuring charges of $6,536 in Fiscal 2003 and $3,500 in Fiscal 2002
described under Restructuring Expenses and other special items of $3,835 in
Fiscal 2003 and $5,027 in Fiscal 2002 included in SG&A Expenses. Management
believes this enables a clearer understanding of the ongoing operations of the
Company.
Dollars in Thousands
The tables below should be read in conjunction with the following discussion.
YEAR ENDED MARCH 31,
------------------------------------------------------------------------
2001 2002 2003
- --------------------------------------------------------------------------------------------------------------
% of total % of total % of total
$ revenues $ revenues $ revenues
- -------- - -------- - --------
BY GEOGRAPHY
Revenues:
North America $608,855 74% $533,410 72% $410,271 68%
Europe 147,297 18 155,715 21 153,477 25
All Other 70,841 8 54,556 7 41,269 7
------------------------------------------------------------------------
Total $826,993 100% $743,681 100% $605,017 100%
------------------------------------------------------------------------
Operating Income:
North America $ 67,109 $ 65,500 $ 53,592
% of North America revenues 11.0% 12.3% 13.1%
Europe 28,350 25,758 17,729
% of Europe revenues 19.2% 16.5% 11.6%
All Other 21,475 13,755 7,805
% of All Other revenues 30.3% 25.2% 18.9%
------------------------------------------------------------------------
Total $116,934 $105,013 $ 79,126
% of Total revenues 14.1% 14.1% 13.1%
------------------------------------------------------------------------
Special Items included in
Operating Income above:
North America $ -- $ 6,466 $ 5,625
Europe -- 1,830 4,592
All Other -- 231 154
------------------------------------------------------------------------
Total -- $ 8,527 $ 10,371
% of Total revenues 1.1% 1.7%
- --------------------------------------------------------------------------------------------------------------
10
YEAR ENDED MARCH 31,
------------------------------------------------------------------------
2001 2002 2003
- --------------------------------------------------------------------------------------------------------------
% of total % of total % of total
$ revenues $ revenues $ revenues
- -------- - -------- - --------
BY SERVICE TYPE
Revenues:
Hotline Services $ 389,697 47% $309,744 42% $252,105 42%
Structured Cabling Services 370,075 45 365,901 49 275,842 45
Telephony Services 67,221 8 68,036 9 77,070 13
------------------------------------------------------------------------
Total $ 826,993 100% $743,681 100% $605,017 100%
------------------------------------------------------------------------
Gross Profit:
Hotline Services $ 186,900 $150,681 $128,635
% of Hotline Services revenues 48.0% 48.6% 51.0%
Structured Cabling Services 123,961 117,813 85,122
% of Structured Cabling Services
revenues 33.5% 32.2% 30.9%
Telephony Services 22,271 22,056 25,090
% of Telephony Services revenues 33.1% 32.4% 32.6%
------------------------------------------------------------------------
Total $ 333,132 $290,550 $238,847
% of Total revenues 40.3% 39.1% 39.5%
- --------------------------------------------------------------------------------------------------------------
I. FISCAL 2003 COMPARED TO FISCAL 2002:
TOTAL REVENUES
Total revenues for Fiscal 2003 were $605,017, a decrease of 19% compared to
Fiscal 2002 total revenues of $743,681. If exchange rates had remained constant
from the corresponding periods in the prior year, Fiscal 2003 total revenues
would have been lower by $15,936, or 2%.
REVENUES BY GEOGRAPHY
NORTH AMERICA REVENUES
Revenues in North America were $410,271 for Fiscal 2003, a decrease of 23%
compared to $533,410 for Fiscal 2002. The North America revenue decline was
generally due to weak general economic conditions that affected client demand.
EUROPE REVENUES
Revenues in Europe were $153,477 for Fiscal 2003, a decrease of 1% compared to
$155,715 for Fiscal 2002. Included in Fiscal 2003 is $5,190 of revenues from
mergers completed after Fiscal 2002. The Europe revenue decline was due to weak
general economic conditions that affected client demand, offset in part by the
positive impact of the Company's geographic expansion by merger of its technical
services capabilities that occurred during Fiscal 2003 and the positive impact
of the exchange rate relative to the U.S. dollar. If the exchange rate relative
to the U.S. dollar had remained unchanged from Fiscal 2002, Europe revenues
would have decreased 11%.
11
ALL OTHER REVENUES
Revenues for All Other were $41,269 for Fiscal 2003, a decrease of 24% compared
to $54,556 for Fiscal 2002. The revenue decline in these regions was due to weak
general economic conditions that affected client demand, offset by the positive
impact of the exchange rate relative to the U.S. dollar. If the exchange rate
relative to the U.S. dollar had remained unchanged from Fiscal 2002, All Other
revenues would have decreased 26%.
REVENUE BY SERVICE TYPE
HOTLINE SERVICES
Revenues from hotline services for Fiscal 2003 were $252,105, a decrease of 19%
compared to $309,744 for the prior year. The Company believes the overall
decline in hotline services revenues was driven by a general economic downturn.
STRUCTURED CABLING SERVICES
Revenues from structured cabling services were $275,842 for Fiscal 2003, a
decrease of 25% compared to $365,901 for the prior year. Included in Fiscal 2003
is $5,190 of revenues from mergers completed after Fiscal 2002. The Company
believes the overall decline in structured cabling services revenue was driven
by a general economic downturn.
TELEPHONY SERVICES
Revenues from telephony services were $77,070 for Fiscal 2003, an increase of
13% compared to $68,036 for Fiscal 2002. The telephony services revenue increase
was due to the Company's ability to increase market share despite a general
economic downturn.
GROSS PROFIT
Gross profit for Fiscal 2003 decreased to $238,847, or 39.5% of revenues, from
$290,550, or 39.1% of revenues for Fiscal 2002. The decrease in gross profit
dollars over prior year was due to the decline in revenues while the increase in
gross profit percentage was due primarily to cost reduction efforts.
Gross profit for Fiscal 2003 for hotline services, structured cabling services
and telephony services were $128,635, or 51.0% of revenues, $85,122, or 30.9% of
revenues, and $25,090, or 32.6% of revenues, respectively. This compares to
gross profit for Fiscal 2002 for hotline services, structured cabling services
and telephony services of $150,681, or 48.6% of revenues, $117,813, or 32.2% of
revenues, and $22,056, or 32.4% of revenues, respectively.
SG&A EXPENSES
Selling, general and administrative ("SG&A") expenses for Fiscal 2003 were
$152,808, or 25.3% of revenues, a decrease of $29,059 over SG&A expenses of
$181,867, or 24.4% of revenues for Fiscal 2002. The dollar decrease from Fiscal
2002 to Fiscal 2003 was the result of the Company's worldwide cost reduction
efforts. Also the special items listed in the accompanying table are included in
SG&A.
12
RESTRUCTURING EXPENSE
In the fourth quarter of Fiscal 2003, the Company recorded a restructuring
charge of $6,536 primarily related to adjusting the cost structure of selected
operating offices. Of this charge, $5,034 related to severance for 245 total
team members with $4,299 related to severance for 130 team members in Europe,
$581 related to severance for 94 team members in North America, $154 related to
severance for 21 team members in Latin America, and $1,502 related to lease
costs and other charges to consolidate selected offices.
In the fourth quarter of Fiscal 2002, the Company recorded a restructuring
charge of $3,500 primarily related to adjusting staffing levels in its European
and Latin American operations and facility closures in the U.S. Of this charge,
$2,168 related to severance for 105 total team members with $1,830 related to
severance for 60 team members in Europe, $230 related to severance for 19 team
members in Latin America, $108 related to severance for 26 team members in North
America, and $1,332 related to lease costs and other charges to consolidate two
U.S. offices. The components of the charge and the restructuring accrual at
March 31, 2003 are as follows:
ACCRUED ASSET ACCRUED
MARCH 31, TOTAL CASH WRITE- MARCH 31,
2002 CHARGE EXPENDITURES DOWNS 2003
- ----------------------------------------------------------------------------------------------------------------
Employee Severance $ 1,443 $ 5,034 $ 2,102 $ -- $ 4,375
Facility Closures 1,439 1,502 556 579 1,806
- ----------------------------------------------------------------------------------------------------------------
Total $ 2,882 $ 6,536 $ 2,658 $ 579 $ 6,181
- ----------------------------------------------------------------------------------------------------------------
INTANGIBLES AMORTIZATION
Intangibles amortization related to non-compete agreements and acquired backlog
for the year was $377 compared to $170 for the prior year due to a full year of
amortization for mergers completed in Fiscal 2002 and amortization of mergers
completed in Fiscal 2003.
OPERATING INCOME
Operating income for Fiscal 2003 was $79,126, or 13.1% of revenues, compared to
$105,013, or 14.1% of revenues in Fiscal 2002.
The decrease in operating income dollars is primarily due to the decline in
revenues while the decrease in operating income as a percentage of revenues is
due to the special items as a percentage of revenues increasing to 1.7% in
Fiscal 2003 from 1.1% in Fiscal 2002.
NET INTEREST EXPENSE
Net interest expense for Fiscal 2003 decreased to $2,826 from $6,268 for Fiscal
2002 due to debt reduction of $28,307 from Fiscal 2002 to Fiscal 2003 and
reduction in the interest rate during this period.
13
PROVISION FOR INCOME TAXES
The tax provision for Fiscal 2003 was $27,386, an effective tax rate of 36.0%,
compared to Fiscal 2002 of $36,428, an effective tax rate of 37.0%. The Company
reduced its annual effective tax rate to 36.0% as a result of reduced state
income taxes. The annual effective tax rates were higher than the U.S. statutory
rate of 35.0% primarily due to state income taxes, offset by foreign income tax
credits.
NET INCOME
Net income for Fiscal 2003 was $48,685, or 8.0% of revenues, compared to
$62,042, or 8.3% of revenues for Fiscal 2002. The decrease in net income dollars
is primarily due to the decline in revenues.
II. FISCAL 2002 COMPARED TO FISCAL 2001:
TOTAL REVENUES
Total revenues for Fiscal 2002 were $743,681, a decrease of 10% compared to
Fiscal 2001 total revenues of $826,993. If exchange rates had remained constant
from the corresponding periods in the prior year, Fiscal 2002 total revenues
would have been higher by $8,414, or 1%.
REVENUES BY GEOGRAPHY
NORTH AMERICA REVENUES
Revenues in North America were $533,410 for Fiscal 2002, a decrease of 12%
compared to $608,855 for Fiscal 2001. Included in Fiscal 2002 is $22,942 of
revenues from mergers completed after Fiscal 2001. The North America revenue
decline was due to weak general economic conditions that affected client demand,
offset in part by the positive impact of the Company's geographic expansion by
merger of its technical services capabilities that occurred during Fiscal 2002.
EUROPE REVENUES
Revenues in Europe were $155,715 for Fiscal 2002, an increase of 6% compared to
$147,297 for Fiscal 2001. Included in Fiscal 2002 is $11,103 of revenues from
mergers completed after Fiscal 2001. The Europe revenue increase was due to the
positive impact of the Company's geographic expansion by merger of its technical
services capabilities that occurred during Fiscal 2002, offset in part by weak
general economic conditions that affected client demand and the negative impact
of the exchange rate relative to the U.S. dollar. If the exchange rate relative
to the U.S. dollar had remained unchanged from Fiscal 2001, Europe revenue
growth for Fiscal 2002 would have been 8%.
ALL OTHER REVENUES
Revenues for All Other were $54,556 for Fiscal 2002, a decrease of 23% compared
to $70,841 for Fiscal 2001. Included in Fiscal 2002 is $2,235 of revenues from
mergers completed after Fiscal 2001. The revenue decline in these regions was
due to weak general economic conditions that affected client demand and the
negative impact of the exchange rate relative to the U.S. dollar. If the
exchange rate relative to the U.S. dollar had remained unchanged from Fiscal
2001, All Other revenues would have decreased 17%.
14
REVENUE BY SERVICE TYPE
HOTLINE SERVICES
Revenues from hotline services for Fiscal 2002 were $309,744, a decrease of 21%
compared to $389,697 for the prior year. The Company believes the overall
decline in hotline services revenues was primarily driven by a general economic
downturn.
STRUCTURED CABLING SERVICES
Revenues from structured cabling services were $365,901 for Fiscal 2002, a
decrease of 1% compared to $370,075 for the prior year. Included in Fiscal 2002
is $35,618 of revenues from mergers completed after Fiscal 2001. The Company
believes the overall decline in structured cabling services revenue was driven
by a general economic downturn.
TELEPHONY SERVICES
Revenues from telephony services were $68,036 for Fiscal 2002, an increase of 1%
compared to $67,221 for Fiscal 2001. Overall, the telephony services revenue
increase was due to the Company's ability to increase market share despite a
general economic downturn.
GROSS PROFIT
Gross profit for Fiscal 2002 decreased to $290,550, or 39.1% of revenues, from
$333,132, or 40.3% of revenues for Fiscal 2001. The decrease in gross profit
dollars over prior year was due primarily to the decline in revenues while the
decrease in gross profit percentage was due primarily to the increase in
percentage of revenues from the Company's structured cabling and telephony
services that provide lower gross margins.
Gross profit for Fiscal 2002 for hotline services, structured cabling services
and telephony services were $150,681, or 48.6% of revenues, $117,813, or 32.2%
of revenues, and $22,056, or 32.4% of revenues, respectively. This compares to
gross profit for Fiscal 2001 for hotline services, structured cabling services
and telephony services of $186,900, or 48.0% of revenues, $123,961, or 33.5% of
revenues, and $22,271, or 33.1% of revenues, respectively.
SG&A EXPENSES
Selling, general and administrative ("SG&A") expenses for Fiscal 2002 were
$181,867, or 24.5% of revenues, a decrease of $21,510 over SG&A expenses of
$203,377, or 24.6% of revenues for Fiscal 2001. The dollar decrease over the
prior year related primarily to the Company's worldwide cost reduction efforts,
offset in part by additional costs of $7,850 from newly-merged operations that
are included in Fiscal 2002 but not in Fiscal 2001. Also the special items
listed in the accompanying table are included in SG&A.
RESTRUCTURING EXPENSE
In the fourth quarter of Fiscal 2002, the Company recorded a restructuring
charge of $3,500 primarily related to adjusting staffing levels in its European
and Latin American operations and facility closures in the U.S. Of this charge,
$2,168 related to severance for 105 total team members with $1,830 related to
severance for 60 team members in Europe, $230 related to severance for 19 team
members in Latin America, $108 related to severance for 26 team
15
members in North America, and $1,332 related to lease costs and other charges to
consolidate two U.S. offices. The components of the charge and the restructuring
accrual at March 31, 2002 are as follows:
ACCRUED ASSET ACCRUED
MARCH 31, TOTAL CASH WRITE- MARCH 31,
2001 CHARGE EXPENDITURES DOWNS 2002
- --------------------------------------------------------------------------------------------------------------------
Employee Severance $ -- $ 2,168 $ 725 $ -- $ 1,443
Facility Closures 705 1,332 598 -- 1,439
- --------------------------------------------------------------------------------------------------------------------
Total $ 705 $ 3,500 $ 1,323 $ -- $ 2,882
- --------------------------------------------------------------------------------------------------------------------
The restructuring accrual at March 31, 2001 relates to continuing costs of a
previously closed facility done at the time of merger.
INTANGIBLES AMORTIZATION
Intangibles amortization for the year was $170 related to non-compete agreements
and acquired backlog, compared to the prior year of $12,821 for goodwill and
other intangible assets. The decrease in amortization is due to the Company's
adoption of SFAS No. 142 "Goodwill and Other Intangible Assets" in Fiscal 2002
where goodwill and other intangible assets with indefinite lives are no longer
amortized. See Note 3 to the Consolidated Financial Statements.
OPERATING INCOME
Operating income for Fiscal 2002 was $105,013, or 14.1% of revenues, compared to
$116,934, or 14.1% of revenues in Fiscal 2001.
NET INTEREST EXPENSE
Net interest expense for Fiscal 2002 decreased to $6,268 from $11,312 for Fiscal
2001 due to debt reduction of $50,751 from Fiscal 2001 to Fiscal 2002 and
reduction in the interest rate during this period.
PROVISION FOR INCOME TAXES
The tax provision for Fiscal 2002 was $36,428, an effective tax rate of 37.0%,
compared to Fiscal 2001 of $41,040, an effective tax rate of 39.0%. The decrease
in the effective tax rate for Fiscal 2002 is due to the Company's adoption of
SFAS No. 142 described above as the rate for Fiscal 2001 reflected the
unfavorable impact of nondeductible intangibles amortization expense. The annual
effective tax rates were higher than the U.S. statutory rate of 35.0% primarily
due to state income taxes, offset by foreign income tax credits.
NET INCOME
Net income for Fiscal 2002 was $62,042, or 8.3% compared to $64,190, or 7.8% of
revenues for Fiscal 2001, a dollar decrease of 3%. This percentage decrease was
less than the revenue percentage decrease primarily due to the Company's cost
reduction efforts and the adoption of SFAS No. 142. These benefits were offset
in part by the special items incurred in Fiscal 2002.
16
III. LIQUIDITY AND CAPITAL RESOURCES:
Cash Provided by Operating Activities for Fiscal 2003, 2002 and 2001 was
$85,272, $67,898 and $65,872, respectively. In both Fiscal 2003 and Fiscal 2002,
the decreases in accounts receivable, inventories and other current assets were
a source of cash, while decreases in various liabilities were a use of cash.
These changes were all generally related to the decline in revenues. In Fiscal
2001, increases in accounts receivables, inventories and other assets were a use
of cash provided by operating activities, while increases in various liabilities
were a source of cash.
In addition to Cash Provided by Operating Activities of approximately $85,000 in
Fiscal 2003, the Company had additional cash flow of approximately $11,000. This
$11,000 was generated from $4,900 of stock option exercises and $6,500 of
foreign currency translation adjustment, offset by $300 of net capital
expenditures. The Company's Fiscal 2003 cash flow was used to repurchase
approximately $59,000 of Company stock, reduce debt by approximately $28,000,
pay merger obligations of $7,000, pay dividends of $1,000 and increase cash on
hand by approximately $1,000.
During the third quarter of Fiscal 2003, the Company's Board of Directors
declared its first quarterly cash dividend of $0.05 per share on all outstanding
shares of Black Box's common stock, totaling $975, which was paid on January 15,
2003 to all stockholders of record at the close of business on December 31,
2002.
During the fourth quarter of Fiscal 2003, the Company's Board of Directors
declared a quarterly cash dividend of $0.05 per share on all outstanding shares
of Black Box's common stock, totaling $961, which was paid on April 15, 2003 to
all stockholders of record at the close of business on March 31, 2003. In May
2003, the Directors once again declared a quarterly dividend of $0.05 per share
on all outstanding shares, to be paid on July 15, 2003 to all stockholders of
record at the close of business on June 30, 2003. As of March 31, 2003, the
Company had cash and cash equivalents of $14,043, working capital of $118,592
and long-term debt of $49,453.
On April 4, 2000, Black Box Corporation of PA, a domestic subsidiary of the
Company, entered into a $120,000 Revolving Credit Agreement ("Long Term
Revolver") and a $60,000 Short Term Credit Agreement ("Short Term Revolver")
(together the "Syndicated Debt") with Mellon Bank, N.A. and a group of lenders.
The Long Term Revolver was scheduled to expire on April 4, 2003 and the Short
Term Revolver was scheduled to expire on April 3, 2002. In April 2002, the Long
Term Revolver was extended until April 4, 2005 and the Short Term Revolver was
extended until April 2, 2003 when it expired. On April 4, 2003, then Company
entered into an agreement whereby Citizens Bank of Pennsylvania became successor
agent to Mellon Bank, N.A. Mellon Bank continues to be a Participant in the
credit agreement.
The Company's total debt at March 31, 2003 of $50,379 was comprised of $49,100
under the Long Term Revolver and $1,279 of various other third party,
non-employee loans. The weighted average interest rate on all indebtedness of
the Company for Fiscal 2003 and 2002 was approximately 2.5% and 4.4%,
respectively. In addition, at March 31, 2003 the Company had $4,346 of letters
of credit outstanding and $66,554 available under the Long Term Revolver.
17
Interest on the Syndicated Debt is variable based on the Company's option of
selecting the bank's Euro-dollar rate plus an applicable margin or the prime
rate plus an applicable margin. The majority of the Company's borrowings are
under the Euro-rate option. The applicable margin is adjusted each quarter based
on the consolidated leverage ratio as defined in the agreement. The applicable
margin varies from 0.75% to 1.75% (0.75% at March 31, 2003) on the Euro-dollar
rate option and from zero to 0.75% (zero at March 31, 2003) on the prime rate
option. The Syndicated Debt provides for the payment of quarterly commitment
fees on unborrowed funds, also based on the consolidated leverage ratio. The
commitment fee percentage ranges from 0.20% to 0.375% (0.25% as of March 31,
2003). The Syndicated Debt is unsecured; however, the Company, as the ultimate
parent, guarantees all borrowings and the debt contains various restrictive
covenants.
The net cash impact of merger transactions and prior merger-related payments
during Fiscal 2003 was $7,822 while capital expenditures, after disposals, were
$304. Capital expenditures for Fiscal 2004 are projected to be about the average
of the last 3 to 5 years and will be spent primarily on information systems and
facility improvements.
The Company previously announced intentions to repurchase up to 2.5 million
shares of its Common Stock from April 1, 1999 through March 31, 2002. As of
March 31, 2002, the Company had repurchased approximately 2.1 million shares at
prevailing market prices for an aggregate purchase price of $100,355. In May and
November 2002, the Company's Board of Directors approved increases of 2 million
shares under the existing Black Box common share repurchase program. During
Fiscal 2003, the Company repurchased approximately 1.7 million shares for an
aggregate purchase price of $63,192. Since inception of the repurchase program
in April 1999, the Company has repurchased in aggregate approximately 3.8
million shares for approximately $164,000 through March 31, 2003. Funding for
the stock repurchases came from existing cash flow and borrowings under credit
facilities. In May 2003, the Company's Board of Directors once again approved an
increase of 1 million shares under the common share repurchase program.
Additional repurchases of stock may occur from time to time depending upon
factors such as the Company's cash flows and general market conditions. While
the Company expects to continue to repurchase shares for the foreseeable future,
there can be no assurance as to the timing or amount of such repurchases.
The Company has operations, clients and suppliers worldwide, thereby exposing
the Company's financial results to foreign currency fluctuations. In an effort
to reduce this risk, the Company generally sells and purchases inventory based
on prices denominated in U.S. dollars. Intercompany sales to subsidiaries are
generally denominated in the subsidiaries' local currency, although intercompany
sales to the Company's subsidiaries in Brazil, Chile, Denmark, Mexico, Norway
and Sweden are denominated in U.S. dollars.
The Company has entered and will continue in the future, on a selective basis,
to enter into forward exchange contracts to reduce the foreign currency exposure
related to certain intercompany transactions. On a monthly basis, the open
contracts are revalued to fair market value, and the resulting gains and losses
are recorded in accumulated other comprehensive income. These gains and losses
offset the revaluation of the related foreign currency denominated receivables,
which are also included in accumulated other comprehensive income in
stockholders' equity on the Consolidated Balance Sheet. At March 31, 2003, the
open foreign exchange contracts related to intercompany transactions were in
Japanese yen, Pound sterling, Canadian dollar, Swiss franc and Australian
dollar. These open contracts are valued at
18
approximately $5,914 and will expire at various dates through June 27, 2003. The
open contracts have contract rates of 123.50 to 123.85 Japanese yen, 0.6329 to
0.6494 Pound sterling, 1.4744 to 1.4799 Canadian dollars, 1.3501 to 1.3512 Swiss
francs and 1.6692 to 1.6812 Australian dollars, all per U.S. dollar.
As of March 31, 2003, the Company had contractual obligations as follows:
PAYMENTS DUE BY PERIOD
LESS THAN 1 1-3 3-5 MORE THAN 5
CONTRACTUAL OBLIGATIONS TOTAL YEAR YEARS YEARS YEARS
- ----------------------------------------------------------------------------------------------------------------------
Long-term debt obligations $ 49,453 $ -- $ 49,453 $ -- $ --
Operating lease obligations 14,168 4,960 5,760 3,448 --
Purchase obligations -- -- -- -- --
Other long-term liabilities
reflected on the Registrant's
Balance Sheet under GAAP 507 -- 507 -- --
- ----------------------------------------------------------------------------------------------------------------------
Total $ 64,128 $ 4,960 $ 55,720 $ 3,448 $ --
- ----------------------------------------------------------------------------------------------------------------------
The Company believes that its cash flow from operations and its existing credit
facilities will be sufficient to satisfy its liquidity needs for the foreseeable
future.
IV. CRITICAL ACCOUNTING POLICIES:
INTRODUCTION
In preparing the Company's financial statements in conformity with accounting
principles generally accepted in the United States, judgments and estimates are
made about the amounts reflected in the financial statements. As part of the
financial reporting process, the Company's management collaborates to determine
the necessary information on which to base judgments and develop estimates used
to prepare the financial statements. Historical experience and available
information is used to make these judgments and estimates. However, different
amounts could be reported using different assumptions and in light of different
facts and circumstances. Therefore, actual amounts could differ from the
estimates reflected in the financial statements.
In addition to the significant accounting policies described in Note 1 of the
Consolidated Financial Statements, the Company believes that the following
discussion addresses its critical accounting policies.
REVENUE RECOGNITION
The Company recognizes revenue for hotline services when title transfers at the
time of shipment.
19
For its structured cabling and telephony services, the Company recognizes
revenues on short-term projects (generally projects with a duration of less than
one month) as the projects are completed and invoiced to the client. Revenues
from long-term projects (projects with a duration of greater than one month,
generally two to four months) are recognized according to the percentage of
completion method. Under the percentage of completion method, income is
recognized based on a ratio of estimated costs incurred to total estimated
contract costs. Losses, if any, on such contracts are provided in full when they
become known. Billing in excess of costs and estimated earnings on uncompleted
contracts are classified as current liabilities and any costs and estimated
earnings in excess of billings are classified as current assets.
ACCOUNTING FOR JUDGMENT AND ESTIMATES
The Company establishes reserves when it is probable that a liability or loss
has been incurred and the amount can be reasonably estimated. Reserves by their
nature relate to uncertainties that require exercise of judgment both in
accessing whether or not a liability or loss has been incurred and estimating
any amount of potential loss. The most important areas of judgment and estimates
affecting the Company's financial statements include accounts receivable
collectibility, inventory valuation, pending litigation and the realization of
deferred tax assets.
ALLOWANCE FOR DOUBTFUL ACCOUNTS: The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its clients to
make required payments. These allowances are based on both recent trends of
certain clients estimated to be a greater credit risk as well as general trends
of the entire client pool. If the financial condition of the Company's clients
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.
INVENTORY RESERVES: The Company writes down its inventory to the lower of cost
or market, which includes an estimate for obsolescence or excess inventory based
upon assumptions about future demand and market conditions. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required. Upon a subsequent sale or disposal of the
impaired inventory, the corresponding reserve for impaired value is relieved to
ensure that the cost basis of the inventory reflects any write-downs.
DEFERRED TAX VALUATION ALLOWANCES: Should the Company determine that it would
not be able to realize all or part of its net deferred tax asset in the future,
an adjustment to the deferred tax asset would be expensed in the period such
determination was made.
LONG-LIVED ASSETS
The Company evaluates the recoverability of property, plant and equipment and
intangible assets other than goodwill whenever events or changes in
circumstances indicate the carrying amount of any such assets may not be fully
recoverable. Changes in circumstances include technological advances, changes in
the Company's business model, capital strategy, economic conditions or operating
performance. The Company's evaluation is based upon, among other things,
assumptions about the estimated future undiscounted cash flows these assets are
expected to generate. When the sum of the undiscounted cash flows is less than
the carrying value, the Company would recognize an impairment loss. The Company
continually applies its best judgment when performing these evaluations to
determine the timing of the testing, the undiscounted cash flows used to assess
recoverability and the fair value of the asset.
20
In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," the
Company is required to test goodwill for impairment at least annually. Changes
in management's judgments and estimates could significantly affect the Company's
analysis of the impairment of goodwill. To test goodwill for impairment, the
Company is required to estimate the fair value of each of its reporting units.
Since quoted market prices in an active market are not available for the
Company's reporting units, the Company uses other valuation techniques. The
models used to estimate the fair value of the reporting units include an earning
model and a discounted cash flow valuation model. The discounted cash flow model
incorporates the Company's estimates of future cash flows, allocations of
certain assets and cash flows among reporting units, future growth rates and
management's judgment regarding the applicable discount rates to use to discount
those estimated cash flows. The Company has $369,790 of goodwill as of March 31,
2003 and changes to the judgments and estimates used in the models could result
in a significantly different estimate of the fair value of the reporting units,
which could result in an impairment of goodwill.
RESTRUCTURING
The Company accrues the cost of restructuring activities in accordance with the
appropriate accounting guidance depending upon the facts and circumstances
surrounding the situation. The Company exercises its judgment in estimating the
total costs of each of these activities. As these activities are implemented,
the actual costs may differ from the estimated costs due to changes in the facts
and circumstances that were not foreseen at the time of the initial cost
accrual.
V. NEW ACCOUNTING PRONOUNCEMENTS:
In August 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
No. 144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
FASB Statement No. 121. This SFAS retains the fundamental provisions of SFAS No.
121 for recognition and measurement of the impairment of long-lived assets to be
held and used and measurement of long-lived assets to be disposed of by sale.
The provisions of this SFAS must be applied for fiscal years beginning after
December 15, 2001. The Company adopted SFAS No. 144 in the first quarter of
Fiscal 2003. Its adoption did not have a material effect on the Company's
financial statements or results of operations.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," was issued. The
SFAS updates, clarifies and simplifies existing accounting pronouncements. While
the technical corrections to existing pronouncements are not substantive in
nature, in some instances, they may change accounting practice. The provisions
of SFAS No. 145 as they relate to SFAS No. 13 are effective for transactions
occurring after May 15, 2002. All other provisions of SFAS No. 145 must be
applied for years beginning after May 15, 2002. The application of SFAS No. 145
did not have a material effect on the Company's financial statements or results
of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 nullifies Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity," under which a liability for an
exit cost was recognized at the date of an entity's
21
commitment to an exit plan. SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized at fair value when
the liability is incurred. The provisions of this standard are effective for
exit or disposal activities that are initiated after December 31, 2002. During
the fourth quarter of Fiscal 2003, the Company recorded a restructuring charge
of $6,536 in accordance with the provisions of SFAS No. 146.
On December 31, 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends FASB Statement
No. 123 "Accounting for Stock-Based Compensation," to provide alternative
methods of transition to Statement No. 123's fair value method of accounting for
stock-based employee compensation. SFAS No. 148 also amends the disclosure
provisions of Statement 123 and APB Opinion No. 28 "Interim Financial
Reporting," to require disclosure in the summary of significant accounting
policies 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. While the statement does not amend
Statement 123 to require companies to account for employee stock options using
the fair value method, the disclosure provisions of SFAS No. 148 are applicable
to all companies with stock-based employee compensation, regardless of whether
they account for that compensation using the fair value method of Statement 123
or the intrinsic value method of Opinion 25. The Company continues to apply
Opinion No 25 in accounting for stock-based compensation. SFAS No. 148
amendments of the transition and annual disclosure requirements of Statement 123
are effective for fiscal years ending after December 15, 2002 and are included
in Note 7 to the Consolidated Financial Statements.
In November 2002, the FASB issued Financial Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 clarifies the
requirements of SFAS No. 5, "Accounting for Contingencies," relating to a
guarantor's accounting for, and disclosure of, the issuance of certain types of
guarantees. FIN 45 requires that upon issuance of a guarantee, the guarantor
must recognize a liability for the fair value of the obligation it assumes under
that guarantee. FIN 45 also requires enhanced disclosures in the Company's
interim and annual filings. The provisions of FIN 45 are effective for financial
statements issued or modified after December 31, 2002. The disclosure
requirements were effective for financial statements of both interim and fiscal
years after December 15, 2002. The adoption of FIN 45 did not have a material
impact on the Company's financial statements or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003,
except in certain instances, and for hedging relationships designated after June
30, 2003. In addition, except in those certain instances, all provisions of this
Statement should be applied prospectively. The application of SFAS No. 149 is
not expected to have a material effect on the Company's financial statements or
results of operations.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." The provisions
of SFAS No. 150 require issuers to classify as liabilities, or assets in some
circumstances, certain classes of freestanding
22
financial instruments that embody obligations for the issuer. The provisions of
SFAS No. 150 are effective for financial instruments entered into or modified
after May 31, 2003, and otherwise shall be effective at the beginning of the
first interim period beginning after June 15, 2003. The adoption of SFAS No. 150
is not expected to have a material effect on the Company's financial statements
or results of operations.
VI. INFLATION:
The overall effects of inflation on the Company have been nominal. Although
long-term inflation rates are difficult to predict, the Company continues to
strive to minimize the effect of inflation through improved productivity and
cost reduction programs as well as price adjustments within the constraints of
market competition.
VII. RISK FACTORS:
The Company operates in a very highly competitive industry:
o The Company competes with a variety of competitors. There can be no
assurance that the Company will be able to continue to compete
effectively against existing competitors or new competitors that may
enter the market in the future.
The Company is subject to the risks of doing business internationally:
o The Company's operations in foreign countries are subject to the risks
normally associated with foreign operations, including, but not
limited to, possible changes in export or import restrictions, the
inability to effect currency exchanges, the impact of inflation and
the modification or introduction of other governmental policies with
potentially adverse effects.
o In addition, the Company may be exposed to gains or losses
attributable to fluctuations in currency value. In an effort to reduce
the Company's exposure, the Company has in the past, and may in the
future, enter into forward exchange contracts to reduce the impact of
currency fluctuations in intercompany transactions denominated in
foreign currencies.
Business is dependent upon the Company's key personnel:
o The Company's success depends to a significant degree upon the
continued contributions of key personnel around the world. Most key
personnel have executed non-competition agreements. If certain of
these key personnel were to leave Black Box, the Company's business
could be adversely affected.
23
VIII. FORWARD LOOKING STATEMENTS:
When included in this Annual Report on Form 10-K or in documents incorporated
herein by reference, the words "expects," "intends," "anticipates," "believes,"
"estimates," and analogous expressions are intended to identify forward-looking
statements. Such statements are inherently subject to a variety of risks and
uncertainties that could cause actual results to differ materially from those
projected. Such risks and uncertainties include, among others, the ability of
the Company to identify, acquire and operate additional technical service
companies, general economic and business conditions, competition, changes in
foreign, political and economic conditions, fluctuating foreign currencies
compared to the U.S. dollar, rapid changes in technologies, client preferences
and various other matters, many of which are beyond the Company's control. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and speak only as of the
date of this Annual Report on Form 10-K. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or any changes in the
Company's expectations with regard thereto or any change in events, conditions,
or circumstances on which any statement is based.
24
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks in the ordinary course of business that
include foreign currency exchange rates. In an effort to mitigate the risk, the
Company, on a selective basis, will enter into forward exchange contracts. A
discussion of accounting policies for financial derivatives is included in Note
1 to the Consolidated Financial Statements. At March 31, 2003, the Company had
total open contracts valued at approximately $5,914 with a fair value of
approximately $5,989.
In the ordinary course of business, the Company is also exposed to risks that
interest rate increases may adversely affect funding costs associated with the
$49,100 of variable rate debt. At March 31, 2003, an instantaneous 100 basis
point increase in the interest rate would reduce the Company's expected net
income in the subsequent year by $314, assuming the Company employed no
intervention strategies.
25
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BLACK BOX CORPORATION AND SUBSIDIARIES
Report of Independent Auditors
Consolidated Statements of Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
26
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of Black Box Corporation:
We have audited the accompanying consolidated balance sheet of Black Box
Corporation and subsidiaries as of March 31, 2003, and the related consolidated
statements of income, shareholders' equity and cash flows for the year then
ended. Our audit also included the financial statement schedule for the year
ended March 31, 2003 listed in the index in Item 16(a)2 of the Company's Form
10-K for the fiscal year ended March 31, 2003. These financial statements and
supplemental schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
supplemental schedule based on our audit. The consolidated financial statements
of Black Box Corporation and subsidiaries as of March 31, 2002, and for the two
fiscal years then ended were audited by other auditors who have ceased
operations. Those auditors expressed an unqualified opinion on those financial
statements in their report dated April 26, 2002 before the restatement
adjustments described in Note 12. Their report also contained an explanatory
paragraph related to the Company's change in accounting for goodwill and other
intangible assets.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Black Box
Corporation and subsidiaries as of March 31, 2003, and the consolidated results
of their operations and their cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States. Also in our
opinion, the financial statement schedule for the year ended March 31, 2003
referred to above, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.
As discussed above, the consolidated financial statements of Black Box
Corporation as of March 31, 2002, and for the two fiscal years then ended were
audited by other auditors who have ceased operations. As described in Note 12,
the Company changed the composition of its reportable segments in 2003, and the
amounts in the 2002 and 2001 financial statements relating to reportable
segments have been restated to conform to the 2003 composition of reportable
segments. We audited the adjustments that were applied to restate the
disclosures for reportable segments reflected in the 2002 and 2001 financial
statements. Our procedures included (a) agreeing the adjusted amounts of segment
revenues, operating income and assets to the Company's underlying records
obtained from management, and (b) testing the mathematical accuracy of the
reconciliations of segment amounts to the consolidated financial statements. In
our opinion, such adjustments are appropriate and have been properly applied.
However, we were not engaged to audit, review, or apply any procedures to the
2002 and 2001 financial statements of the Company other than with respect to
such adjustments and, accordingly, we do not express an opinion or any other
form of assurance on the 2002 and 2001 financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
May 5, 2003
27
The following report is a copy of a previously issued report by Arthur Andersen
LLP and it has not been reissued by Arthur Andersen LLP in connection with the
filing of this Form 10-K. See Exhibit 23.2 for further discussion. The
Consolidated Balance Sheet as of March 31, 2001, referred to below, is not
included in this filing on Form 10-K.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Black Box Corporation:
We have audited the accompanying consolidated balance sheets of Black Box
Corporation (a Delaware corporation and the "Company") and subsidiaries as
of March 31, 2002 and 2001, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the three
years in the period ended March 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Black
Box Corporation and subsidiaries as of March 31, 2002 and 2001, and the
results of their operations and their cash flows for each of the three years
in the period ended March 31, 2002, in conformity with accounting principles
generally accepted in the United States.
As explained in Note 3 to the consolidated financial statements, effective
April 1, 2001, the Company changed its method of accounting for goodwill and
other intangible assets.
/s/ ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
April 26, 2002
28
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
YEAR ENDED MARCH 31,
--------------------------------------------
2001 2002 2003
- ------------------------------------------------------------------------------------------------------------
Revenues $ 826,993 $ 743,681 $ 605,017
Cost of sales 493,861 453,131 366,170
- ------------------------------------------------------------------------------------------------------------
Gross profit 333,132 290,550 238,847
Selling, general and administrative expenses 203,377 181,867 152,808
Restructuring expense -- 3,500 6,536
Intangibles amortization 12,821 170 377
- ------------------------------------------------------------------------------------------------------------
Operating income 116,934 105,013 79,126
Interest expense, net 11,312 6,268 2,826
Other expense, net 392 275 229
- ------------------------------------------------------------------------------------------------------------
Income before income taxes 105,230 98,470 76,071
Provision for income taxes 41,040 36,428 27,386
- ------------------------------------------------------------------------------------------------------------
Net income $64,190 $62,042 $ 48,685
- ------------------------------------------------------------------------------------------------------------
Basic earnings per common share $ 3.40 $ 3.11 $ 2.46
Diluted earnings per common share $ 3.22 $ 2.97 $ 2.39
- ------------------------------------------------------------------------------------------------------------
Weighted average common shares 18,904 19,936 19,781
Weighted average common and common equivalent shares 19,929 20,860 20,342
- ------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
29
BLACK BOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Amounts)
MARCH 31,
------------------------------
2002 2003
- ----------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 13,423 $ 14,043
Accounts receivable, net of allowance for doubtful accounts of
$8,207 and $11,710, respectively 115,969 100,263
Inventories, net 46,081 40,047
Costs and estimated earnings in excess of billings on uncompleted
contracts 24,015 18,261
Deferred tax asset -- 5,425
Other current assets 19,959 10,627
- ----------------------------------------------------------------------------------------------------------------
Total current assets 219,447 188,666
Property, plant and equipment, net 41,063 34,737
Goodwill, net 357,630 369,790
Intangibles, net 29,656 29,509
Other assets 2,991 4,027
- ----------------------------------------------------------------------------------------------------------------
Total assets $ 650,787 $ 626,729
- ----------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt $ 3,189 $ 926
Accounts payable 34,279 30,508
Billings in excess of costs and estimated earnings on uncompleted
contracts 4,235 3,295
Accrued compensation and benefits 8,336 6,860
Accrued restructuring expenses 2,882 6,181
Other accrued expenses 19,907 19,364
Accrued income taxes 3,155 2,940
- ----------------------------------------------------------------------------------------------------------------
Total current liabilities 75,983 70,074
Long-term debt 75,497 49,453
Deferred taxes 7,383 12,273
Other liabilities 1,826 507
Stockholders' equity:
Preferred stock authorized 5,000,000; par value $1.00; none issued
and outstanding -- --
Common stock authorized 100,000,000; par value $.001; issued
22,351,049 and 22,594,034 shares, respectively 22 23
Additional paid-in capital 287,714 295,271
Retained earnings 312,288 359,037
Treasury stock, at cost, 2,105,000 and 3,822,500 shares, respectively (100,355) (163,547)
Accumulated other comprehensive (loss)/income (9,571) 3,638
- ----------------------------------------------------------------------------------------------------------------
Total stockholders' equity 490,098 494,422
- ----------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 650,787 $ 626,729
- ----------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
30
BLACK BOX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands, Except Share Amounts)
CUMULATIVE
ADDITIONAL FOREIGN
COMMON STOCK TREASURY PAID-IN RETAINED CURRENCY
------------
SHARES AMOUNT STOCK CAPITAL EARNINGS TRANSLATION TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2000 19,940,217 $ 20 $ (67,253) $ 144,828 $ 186,056 $ (5,324) $ 258,327
Comprehensive income:
Net income 64,190 64,190
Foreign currency translation
adjustment (3,690) (3,690)
========
Comprehensive income 60,500
Purchase of treasury stock (33,102) (33,102)
Issuance of common stock 1,290,455 1 95,598 95,599
Exercise of options 175,695 4,916 4,916
Tax benefit from exercised options 2,711 2,711
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2001 21,406,367 21 (100,355) 248,053 250,246 (9,014) 388,951
Comprehensive income:
Net income 62,042 62,042
Foreign currency translation
adjustment (389) (389)
Unrealized losses on derivatives
designated and qualified as cash
flow hedges (323) (323)
Reclassification of unrealized
gains on expired derivatives 155 155
========
Comprehensive income 61,485
Issuance of common stock 654,562 1 28,070 28,071
Exercise of options 290,120 8,954 8,954
Tax benefit from exercised options 2,637 2,637
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2002 22,351,049 22 (100,355) 287,714 312,288 490,098
(9,571)
Comprehensive income:
Net income 48,685 48,685
Foreign currency translation
adjustment 12,808 12,808
Unrealized gains on derivatives
designated and qualified as cash
flow hedges 233 233
Reclassification of unrealized
losses on expired derivatives 168 168
========
Comprehensive income 61,894
Dividends declared (1,936)
(1,936)
Purchase of treasury stock (63,192) (63,192)
Issuance of common stock 23,836 1
968 969
Exercise of options 219,149 4,767 4,767
Tax benefit from exercised options 1,822 1,822
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2003 22,594,034 $ 23 $(163,547) $ 295,271 $ 359,037 $ 3,638 $ 494,422
- ----------------------------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
YEAR ENDED MARCH 31,
----------------------------------------------
2001 2002 2003
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 64,190 $ 62,042 $ 48,685
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 20,906 8,293 8,016
Changes in working capital items:
Accounts receivable, net (18,608) 51,864 17,043
Inventories, net (3,151) 5,805 6,176
Other current assets (17,361) 5,867 13,951
Accounts payable 18,831 (40,827) (3,771)
Accrued compensation and benefits (868) (8,083) (1,476)
Accrued expenses 179 (5,469) (3,137)
Accrued income taxes 1,754 (11,594) (215)
- ----------------------------------------------------------------------------------------------------------------
Cash provided by operating activities 65,872 67,898 85,272
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net (6,911) (992) (304)
Merger transactions, net of cash acquired of $4,432,
$8,460 and $1,751, respectively, and prior
merger-related payments (53,435) (19,372) (7,822)
- ----------------------------------------------------------------------------------------------------------------
Cash used in investing activities (60,346) (20,364) (8,126)
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings (230,150) (190,670) (132,168)
Proceeds from borrowings 252,180 139,500 103,750
Proceeds from the exercise of options 7,627 11,591 4,886
Payment of dividends -- -- (975)
Purchase of treasury stock (33,102) -- (58,473)
- ----------------------------------------------------------------------------------------------------------------
Cash used in financing activities (3,445) (39,579) (82,980)
- ----------------------------------------------------------------------------------------------------------------
Foreign currency exchange impact on cash (4,515) (741) 6,454
- ----------------------------------------------------------------------------------------------------------------
(Decrease)/increase in cash and cash equivalents (2,434) 7,214 620
Cash and cash equivalents at beginning of year 8,643 6,209 13,423
- ----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 6,209 $ 13,423 $ 14,043
- ----------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL CASH FLOW:
Cash paid for interest $ 10,785 $ 7,174 $ 2,827
Cash paid for income taxes 39,286 47,603 28,120
Non-cash financing activities:
Dividends payable -- -- 961
Treasury stock repurchases payable -- -- 4,719
Merger transactions:
Fair value of assets acquired $ 79,548 $ 34,784 $ 8,081
Fair value of liabilities assumed (28,781) (12,046) (1,691)
---------------------------------------------
Cash paid 50,767 22,738 6,390
Other cash payments related to mergers 7,100 4,094 3,183
Less cash acquired (4,432) (8,460) (1,751)
---------------------------------------------
Net cash paid for mergers $ 53,435 $ 19,372 $ 7,822
- ----------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
32
BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS: Black Box Corporation is the world's largest technical
services company dedicated to designing, building and maintaining today's
complicated network infrastructure systems, servicing 150,000 clients in 132
countries with 117 offices throughout the world.
PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements
include the accounts of Black Box Corporation and its wholly owned subsidiaries.
All intercompany accounts and transactions have been eliminated in
consolidation.
REVENUE RECOGNITION: The Company recognizes revenues for hotline services when
title transfers at the time of shipment.
For its structured cabling and telephony services, the Company recognizes
revenues on short-term projects (generally projects with a duration of less than
one month) as the projects are completed and invoiced to the client. Revenues
from long-term projects (projects with a duration of greater than one month,
generally two to four months) are recognized according to the percentage of
completion method. Under the percentage of completion method, income is
recognized based on a ratio of estimated costs incurred to total estimated
contract costs. Losses, if any, on such contracts are provided in full when they
become known. Billing in excess of costs and estimated earnings on uncompleted
contracts are classified as current liabilities and any costs and estimated
earnings in excess of billings are classified as current assets.
SHIPPING AND HANDLING FEES AND COSTS: All fees billed to clients for shipping
and handling are classified as a component of net revenues. All costs associated
with shipping and handling are classified as a component of cost of sales.
CASH EQUIVALENTS: The Company considers all highly liquid investments purchased
with a maturity of three months or less to be cash equivalents. The carrying
amount approximates fair value because of the short maturity of those
instruments.
ACCOUNTS RECEIVABLE, NET OF ALLOWANCES: Allowances are maintained against
accounts receivable for doubtful accounts, product returns and product
discounts. Allowances for doubtful accounts are maintained for estimated losses
resulting from the inability of clients to make required payments. These
allowances are based on both recent trends of clients estimated to be a greater
credit risk as well as general trends of the entire client pool.
INVENTORIES: Inventories are stated at the lower of cost (first-in, first-out
method) or market. The net inventory balances at March 31 are as follows:
33
2002 2003
- ------------------------------------------------------------------------------------------
Raw materials $ 2,417 $ 1,909
Work-in-process 5 3
Finished goods 47,017 42,116
- ------------------------------------------------------------------------------------------
Subtotal 49,439 44,028
Excess and obsolete inventory reserves (3,358) (3,981)
- ------------------------------------------------------------------------------------------
Inventory, net $ 46,081 $ 40,047
- ------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated at cost.
Depreciation is computed using the straight-line method based on the estimated
useful lives of the assets. The useful life for buildings and improvements is 30
years and for machinery and equipment is 3 to 5 years. Maintenance and minor
repair costs are charged to expense as incurred. Major replacements or
betterments are capitalized. When items are sold, retired or otherwise disposed
of, the cost and related accumulated depreciation are removed from the accounts
and, if applicable, a gain or loss is recorded.
Property, plant and equipment balances, net of accumulated depreciation, at
March 31 are as follows:
2002 2003
- ------------------------------------------------------------------------------------------
Land $ 2,405 $ 2,405
Building and improvements 26,169 26,619
Machinery 51,124 51,431
- ------------------------------------------------------------------------------------------
Subtotal 79,698 80,455
Accumulated depreciation (38,635) (45,718)
- ------------------------------------------------------------------------------------------
Property, plant and equipment, net $ 41,063 $ 34,737
- ------------------------------------------------------------------------------------------
PROVISION FOR WARRANTIES: The Company provides for various product warranties.
In accordance with FASB Interpretation No. 45, the changes in the provision for
warranties for the year ended March 31, 2003, are as follows:
PROVISION FOR WARRANTIES
- -----------------------------------------------------------------------------------
Balance as of March 31, 2002 $ 185
Additions to provision 119
Charges against provision (120)
- -----------------------------------------------------------------------------------
Balance as of March 31, 2003 $ 184
- -----------------------------------------------------------------------------------
STOCK-BASED COMPENSATION: The Company accounts for stock-based compensation,
including stock options and employee stock purchases, under APB Opinion No. 25,
"Accounting for Stock Issued to Employees". See Note 7 for related pro forma
disclosures.
INCOME TAXES: Deferred income taxes are recognized for all temporary differences
between the tax and financial bases of the Company's assets and liabilities,
using the enacted tax laws and statutory tax rates applicable to the periods in
which the differences are expected to affect taxable income.
34
FOREIGN CURRENCY TRANSLATION: The financial statements of the Company's foreign
subsidiaries, except for the subsidiaries located in Brazil and Mexico, are
recorded in the local currency, which is the functional currency. Accordingly,
assets and liabilities of these subsidiaries are translated using prevailing
exchange rates at the appropriate balance sheet date and revenues and expenses
are translated using an average monthly exchange rate. Translation adjustments
resulting from this process are recorded as a separate component of
"Stockholders' Equity" and will be included in income upon sale or liquidation
of the foreign investment. Gains and losses from transactions denominated in a
currency other than the functional currency are included in net earnings. For
the subsidiaries located in Brazil and Mexico, the U.S. dollar is the functional
currency.
RISK MANAGEMENT AND FINANCIAL DERIVATIVES: The Company has operations, clients
and suppliers worldwide, thereby exposing the Company's financial results to
foreign currency fluctuations. In an effort to reduce this risk, the Company
generally sells and purchases inventory based on prices denominated in U.S.
dollars. Intercompany sales to subsidiaries are generally denominated in the
subsidiaries' local currency, although intercompany sales to the Company's
subsidiaries in Brazil, Chile, Denmark, Mexico, Norway and Sweden are
denominated in U.S. dollars.
The Company has entered and will continue in the future, on a selective basis,
to enter into forward exchange contracts to reduce the foreign currency exposure
related to certain intercompany transactions. The Company has adopted SFAS No.
133, and as amended by SFAS No. 138, "Accounting for Derivative Instruments and
Hedging Activities" effective April 1, 2001. These contracts, designated as cash
flow hedges, hedge anticipated cash flows from cross-border intercompany sales
of product and services. On a monthly basis, the open contracts are revalued to
fair market value, and the resulting gains and losses are recorded in
accumulated other comprehensive income. These gains and losses offset the
revaluation of the related foreign currency denominated receivables, which are
also included in accumulated other comprehensive income. Gains and losses
realized on contracts at maturity and any gain or loss on the satisfaction of
intercompany amounts are recorded as a component of operating income.
At March 31, 2003, the open foreign exchange contracts were in Japanese yen,
Pound sterling, Canadian dollar, Swiss franc and Australian dollar. The total
open contracts, valued at approximately $5,914, have a fair value of $5,989 and
will expire within three months. The open contracts have contract rates of
123.50 to 123.85 Japanese yen, 0.6329 to 0.6494 Pound sterling, 1.4744 to 1.4799
Canadian dollars, 1.3501 to 1.3512 Swiss francs and 1.6692 to 1.6812 Australian
dollars, all per U.S. dollar.
The Company does not hold or issue any other financial derivative instruments
nor does it engage in speculative trading of financial derivatives.
EARNINGS PER SHARE: Basic earnings per common share were computed based on the
weighted average number of common shares issued and outstanding, during the
relevant periods. Diluted earnings per common share were computed under the
treasury stock method based on the weighted average number of common shares
issued and outstanding, plus additional shares assumed to be outstanding to
reflect the dilutive effect of common stock equivalents.
USE OF ESTIMATES: The preparation of financial statements in accordance with
generally accepted accounting standards in the United States requires management
to make estimates and assumptions. These estimates and assumptions affect the
amounts reported in the accompanying
35
financial statements. Actual results could differ from those amounts. On an
ongoing basis, management reviews its estimates based on currently available
information. Changes in facts and circumstances may result in revised estimates.
NEW ACCOUNTING PRONOUNCEMENTS: In August 2001, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and
reporting for the impairment of long-lived assets and for long-lived assets to
be disposed of and supersedes FASB Statement No. 121. This SFAS retains the
fundamental provisions of SFAS No. 121 for recognition and measurement of the
impairment of long-lived assets to be held and used and measurement of
long-lived assets to be disposed of by sale. The provisions of this SFAS must be
applied for fiscal years beginning after December 15, 2001. The Company adopted
SFAS No. 144 in the first quarter of Fiscal 2003. Its adoption did not have a
material effect on the Company's financial statements or results of operations.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," was issued. The
SFAS updates, clarifies and simplifies existing accounting pronouncements. While
the technical corrections to existing pronouncements are not substantive in
nature, in some instances, they may change accounting practice. The provisions
of SFAS No. 146 as they relate to SFAS No. 13 are effective for transactions
occurring after May 15, 2002. All other provisions of SFAS No. 145 must be
applied for years beginning after May 15, 2002. The application of SFAS No. 145
did not have a material effect on the Company's financial statements or results
of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 nullifies Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity," under which a liability for an
exit cost was recognized at the date of an entity's commitment to an exit plan.
SFAS No. 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized at fair value when the liability is incurred.
The provisions of this standard are effective for exit or disposal activities
that are initiated after December 31, 2002. During the fourth quarter of Fiscal
2003, the Company recorded a restructuring charge of $6,536 in accordance with
the provisions of SFAS No. 146.
On December 31, 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends FASB Statement
No. 123 "Accounting for Stock-Based Compensation," to provide alternative
methods of transition to Statement No. 123's fair value method of accounting for
stock-based employee compensation. SFAS No. 148 also amends the disclosure
provisions of Statement 123 and APB Opinion No. 28 "Interim Financial
Reporting," to require disclosure in the summary of significant accounting
policies 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. While the statement does not amend
Statement 123 to require companies to account for employee stock options using
the fair value method, the disclosure provisions of SFAS No. 148 are applicable
to all companies with stock-based employee compensation, regardless of whether
they account for that compensation using the fair value method of Statement 123
or the intrinsic value method of Opinion 25. The Company continues to apply
Opinion No 25 in accounting for stock-based compensation. SFAS No. 148
amendments of the transition and annual disclosure requirements of Statement 123
are effective for fiscal years ending after December 15, 2002 and are included
in Note 7 to the Consolidated Financial Statements.
36
In November 2002, the FASB issued Financial Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 clarifies the
requirements of SFAS No. 5, "Accounting for Contingencies," relating to a
guarantor's accounting for, and disclosure of, the issuance of certain types of
guarantees. FIN 45 requires that upon issuance of a guarantee, the guarantor
must recognize a liability for the fair value of the obligation it assumes under
that guarantee. FIN 45 also requires enhanced disclosures in the Company's
interim and annual filings. The provisions of FIN 45 are effective for financial
statements issued or modified after December 31, 2002. The disclosure
requirements were effective for financial statements of both interim and fiscal
years after December 15, 2002. The adoption of FIN 45 did not have a material
impact on the Company's financial statements or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003,
except in certain instances, and for hedging relationships designated after June
30, 2003. In addition, except in those certain instances, all provisions of this
Statement should be applied prospectively. The application of SFAS No. 149 is
not expected to have a material effect on the Company's financial statements or
results of operations.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." The provisions
of SFAS No. 150 require issuers to classify as liabilities, or assets in some
circumstances, certain classes of freestanding financial instruments that embody
obligations for the issuer. The provisions of SFAS No. 150 are effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
shall be effective at the beginning of the first interim period beginning after
June 15, 2003. The adoption of SFAS No. 150 is not expected to have a material
effect on the Company's financial statements or results of operations.
NOTE 2: CHANGES IN BUSINESS
During Fiscal 2003, the Company successfully completed three business
combinations that have been accounted for using the purchase method of
accounting, June 2002 - Societe d'Installation de Reseaux Informatiques et
Electriques; July 2002 - EDC Communications Limited and EDC Communications
(Ireland) Limited; and January 2003 - Rowe Structured Cabling Ltd. The aggregate
purchase price of these three business combinations was approximately $4,600 and
resulted in goodwill of $3,317 and other intangibles of $348 in accordance with
SFAS No. 141, "Business Combinations," which the Company adopted during the
third quarter of Fiscal 2002. The other intangibles balance consisted of
non-compete agreements and backlog. In addition, during Fiscal 2003, the Company
paid approximately $3,200 for obligations related to mergers completed in prior
periods.
37
As of March 31, 2003, all non-compete agreements had an estimated gross value of
$2,039 and accumulated amortization of $290. As of March 31, 2003, the backlog
intangibles had a gross value of $307 and accumulated amortization of $286. See
Note 3, "Intangible Assets."
During Fiscal 2002, the Company successfully completed 18 business combinations
that have been accounted for using the purchase method of accounting: April 2001
- - Haddad Electronic Supply, Inc., FBS Communications, L.P. and Integrated
Cabling Systems, Inc.; May 2001 - Computer Cables and Accessories Ltd; June 2001
- - Vivid Communications, Inc. and DESIGNet, Inc; July 2001 - J.C. Informatica
Integral S.A. de C.V., Consultoria en Redes S.A. de C.V. and SIC Comunicaciones
S.A. de C.V. (together "Grupo Gresco"); August 2001 - LJL Telephone and
Communication, Inc., AB Lofamatic and Optech Fibres Ltd.; September 2001 - GCS
Network Services Ltd. and Di.el. Distribuzioni Elettroniche s.r.l.; October 2001
- - Lanetwork Sales Ltd; January 2002 - Trend Communications, TW Netzwerkservice
GmbH, TeleFuture Communications Ltd., and Netzwerke Kabelsystem GmbH; and March
2002 - TeleAce Communication Pte Ltd. In connection with the above 18 business
combinations, the Company issued an aggregate of 510 thousand shares of its
common stock and used approximately $21,000 in cash to acquire all of the
outstanding shares of the above 18 companies.
The aggregate purchase price of the above 18 companies including deal costs was
approximately $50,500 and resulted in goodwill of $43,900 and other intangibles
of approximately $2,100 in accordance with SFAS No. 141, "Business
Combinations," which the Company adopted during the second quarter of Fiscal
2002. The other intangibles balance consisted of non-compete agreements and
backlog. As of March 31, 2002, the non-compete agreements had an estimated gross
value of $1,886 and accumulated amortization of $91. As of March 31, 2002, the
backlog intangibles had a gross value of $203 and accumulated amortization of
$79.
As of March 31, 2003, certain merger agreements provide for contingent payments
of up to $2,772. Upon meeting future operating performance goals, goodwill will
be adjusted for the amount of the contingent payments.
The Company has consolidated the results of operations for each of the acquired
companies as of the respective merger date. The following table reports pro
forma information as if the acquired entities had been purchased at the
beginning of the stated periods:
YEAR ENDED MARCH 31,
--------------------------------
2002 2003
(UNAUDITED) (UNAUDITED)
- ------------------------------------------------------------------------------------------------------
Revenue As reported $ 743,681 $ 605,017
Mergers-pre Black Box 31,787 2,931
--------------------------------
Pro forma 775,468 607,948
- ------------------------------------------------------------------------------------------------------
Net income As reported $ 62,042 $ 48,685
% of revenues 8.3% 8.0%
Mergers-pre Black Box 3,730 216
% of revenues 11.8% 7.4%
--------------------------------
Pro forma 65,772 48,901
% of revenues 8.5% 8.0%
- ------------------------------------------------------------------------------------------------------
Diluted earnings per share As reported $ 2.97 $ 2.39
Pro forma 3.15 2.40
- ------------------------------------------------------------------------------------------------------
38
NOTE 3: INTANGIBLE ASSETS
On April 1, 2001, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," under which goodwill and other intangible assets with
indefinite lives are not amortized. Such intangibles were evaluated for
impairment as of April 1, 2001 by comparing the fair value of each reporting
unit to its carrying value, and no impairment existed. In addition, during the
third quarter of Fiscal 2002 and Fiscal 2003, the Company conducted it annual
impairment analysis and no impairment existed. During the third quarter of each
future fiscal year, the Company will evaluate the intangible assets for
impairment with any resulting impairment reflected as an operating expense. The
Company's only intangibles as identified in SFAS No. 141 other than goodwill,
are its trademarks, non-compete agreements and acquired backlog. During the
fourth quarter of Fiscal 2003, the Company changed its reportable segments and
in accordance with SFAS No. 142, evaluated its intangibles for impairment and
none existed.
As of March 31, 2003 and 2002, the Company's trademarks had a gross carrying
amount of $35,992 and accumulated amortization of $8,253 and the Company
believes this intangible has an indefinite life.
The Company had the following other intangibles as of March 31:
GROSS CARRYING AMOUNT ACCUMULATED AMORTIZATION
- -------------------------------------------------------------------------------------------------------
2002 2003 2002 2003
---- ---- ---- ----
Non-Compete Agreements $ 1,884 $ 2,039 $ 92 $ 290
Acquired Backlog 203 307 78 286
- -------------------------------------------------------------------------------------------------------
Total $ 2,087 $ 2,346 $ 170 $ 576
- -------------------------------------------------------------------------------------------------------
The non-compete agreements and acquired backlog are amortized over their
estimated useful lives of approximately 10 years and 1 year, respectively.
Amortization expense for the non-compete agreements and acquired backlog
intangibles during the year ended March 31, 2003 was $186 and $191,
respectively. Amortization expense for the non-compete agreements and acquired
backlog intangibles during the year ended March 31, 2002 was $92 and $78,
respectively. The estimated amortization expense for each of the five fiscal
years subsequent to March 31, 2003 for the non-compete agreements and acquired
backlog intangibles is as follows: 2004 - $200; 2005 - $186; 2006 - $186; and
2007 - $186 and 2008 - $186.
The changes in the carrying amount of goodwill for the year ended March 31,
2003, are as follows:
NORTH
AMERICA EUROPE ALL OTHER TOTAL
- ---------------------------------------------------------------------------------------------------------------
Balance as of March 31, 2002 $ 306,836 $ 49,048 $ 1,746 $ 357,630
Goodwill during the period related to:
Mergers -- 3,317 -- 3,317
Actual earnout payments 2,307 458 -- 2,765
Currency translation/other 71 6,150 (143) 6,078
- ---------------------------------------------------------------------------------------------------------------
Balance as of March 31, 2003 $ 309,214 $ 58,973 $ 1,603 $ 369,790
- ---------------------------------------------------------------------------------------------------------------
39
The following table reports pro forma information as if SFAS No. 142 had been
adopted in all periods presented:
YEAR ENDED MARCH 31,
--------------------------------------------------
2001 2002 2003
- -------------------------------------------------------------------------------------------------------
Reported net income $ 64,190 $ 62,042 $ 48,685
Goodwill amortization 9,466 -- --
Trademark amortization 716 -- --
- -------------------------------------------------------------------------------------------------------
Adjusted net income $ 74,372 $ 62,042 $ 48,685
- -------------------------------------------------------------------------------------------------------
Basic earnings per share $ 3.40 $ 3.11 $ 2.46
Goodwill amortization 0.50 -- --
Trademark amortization 0.04 -- --
- -------------------------------------------------------------------------------------------------------
Adjusted basic earnings per share $ 3.94 $ 3.11 $ 2.46
- -------------------------------------------------------------------------------------------------------
Diluted earnings per share $ 3.22 $ 2.97 $ 2.39
Goodwill amortization 0.47 -- --
Trademark amortization 0.04 -- --
- -------------------------------------------------------------------------------------------------------
Adjusted diluted earnings per share $ 3.73 $ 2.97 $ 2.39
- -------------------------------------------------------------------------------------------------------
NOTE 4: INDEBTEDNESS
Long-term debt at March 31 is as follows:
2002 2003
- -----------------------------------------------------------------------------------------------------
Revolving credit agreement $ 75,000 $ 49,100
Other debt 3,686 1,279
- -----------------------------------------------------------------------------------------------------
Total debt 78,686 50,379
Less: current portion (3,189) (926)
- -----------------------------------------------------------------------------------------------------
Long-term debt $ 75,497 $ 49,453
- -----------------------------------------------------------------------------------------------------
On April 4, 2000, Black Box Corporation of PA, a domestic subsidiary of the
Company, entered into a $120,000 Revolving Credit Agreement ("Long Term
Revolver") and a $60,000 Short Term Credit Agreement ("Short Term Revolver")
(together the "Syndicated Debt") with Mellon Bank, N.A. and a group of lenders.
The Long Term Revolver was scheduled to expire on April 4, 2003 and the Short
Term Revolver was scheduled to expire on April 4, 2002. In April 2002, the Long
Term Revolver was extended to April 4, 2005 and the Short Term Revolver was
extended to April 2, 2003 when it expired. On April 4, 2003, then Company
entered into an agreement whereby Citizens Bank of Pennsylvania became successor
agent to Mellon Bank, N.A. Mellon Bank continues to be a Participant in the
credit agreement. During Fiscal 2003, the maximum amount and average balance
outstanding under the Syndicated Debt was $83,050 and $63,063, respectively.
Interest on the Syndicated Debt is variable based on the Company's option of
selecting the bank's Euro-dollar rate plus an applicable margin or the prime
rate plus an applicable margin. The applicable margin is adjusted each quarter
based on the Company's consolidated leverage ratio as defined in the agreement.
The applicable margin varies from 0.75% to 1.75% on the Euro-dollar rate option
and from zero to 0.75% on the prime rate option. As of March 31, 2003,
40
the margin was 0.75% on the Euro-dollar rate option and zero on the prime rate
option. The Syndicated Debt provides for the payment of quarterly commitment
fees on unborrowed funds, also based on the consolidated leverage ratio. The
commitment fee percentage ranges from 0.20% to 0.375%. As of March 31, 2003, the
commitment fee percentage was 0.25% on the Long Term Revolver and 0.20% on the
Short Term Revolver. The Syndicated Debt is unsecured; however, the Company, as
the ultimate parent, guarantees all borrowings and the debt contains various
restrictive covenants including without limitation requirements for minimum net
worth, fixed charge coverage, interest coverage and consolidated leverage ratio.
The weighted average interest rate on all indebtedness of the Company for Fiscal
2003 and 2002 was approximately 2.5% and 4.4%, respectively.
Other debt is composed of various bank and third party, non-employee loans
secured by specific pieces of equipment and real property. Interest on these
loans is fixed and ranges from 1% to 5%.
At March 31, 2003, the Company had $4,346 of letters of credit outstanding.
The aggregate amount of the minimum principal payments for each of the five
fiscal years subsequent to March 31, 2003 for all indebtedness outstanding at
the end of Fiscal 2003 is as follows: 2004 - $926; 2005 - $49,441; 2006 - $12;
2007 - $0; and 2008 - $0.
The fair value of the Company's debt at March 31, 2003 approximates the carrying
value. The fair value is based on management's estimate of current rates
available to the Company for similar debt with the same remaining maturity.
NOTE 5: INCOME TAXES
The domestic and foreign components of pretax income from continuing operations
for the years ended March 31 are as follows:
2001 2002 2003
- ------------------------------------------------------------------------------------------
Domestic $ 80,863 $ 77,874 $ 63,572
Foreign 24,367 20,596 12,499
- ------------------------------------------------------------------------------------------
Consolidated $ 105,230 $ 98,470 $ 76,071
- ------------------------------------------------------------------------------------------
The provision for income tax charged to continuing operations for the years
ended March 31 are as follows:
2001 2002 2003
- ------------------------------------------------------------------------------------------
Current:
Federal $ 25,085 $ 21,796 $ 17,560
State 3,836 2,669 1,948
Foreign 8,739 6,536 4,555
- ------------------------------------------------------------------------------------------
Total current 37,660 31,001 24,063
Deferred 3,380 5,427 3,323
- ------------------------------------------------------------------------------------------
Total provision for income taxes $ 41,040 $ 36,428 $ 27,386
- ------------------------------------------------------------------------------------------
41
Reconciliations between income taxes from continuing operations computed using
the federal statutory income tax rate and the Company's effective tax rate for
the years ended March 31 are as follows:
2001 2002 2003
- ---------------------------------------------------------------------------------------------------------
Federal statutory tax rate 35.0% 35.0% 35.0%
Foreign taxes, net of foreign tax credits (1.4) (0.9) (0.2)
Amortization of nondeductible intangibles 3.1 -- --
State income taxes, net of federal benefit 2.6 2.1 1.8
Other, net (0.3) 0.8 (0.6)
- ---------------------------------------------------------------------------------------------------------
Effective tax rate 39.0% 37.0% 36.0%
- ---------------------------------------------------------------------------------------------------------
The components of current and long-term deferred tax liabilities/assets at March
31 are as follows:
2002 2003
- --------------------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES:
Tradename and trademarks $ 10,390 $ 9,686
Amortization of intangibles 2,577 3,224
Unremitted earnings of Japanese subsidiary 2,264 1,673
Basis of fixed assets 1,043 814
- --------------------------------------------------------------------------------------------------------
Gross deferred tax liabilities 16,274 15,397
- --------------------------------------------------------------------------------------------------------
DEFERRED TAX ASSETS:
Net operating losses 1,065 3003
Foreign tax credit carryforwards 2,823 2060
Allowance for doubtful accounts 1,613 1,873
Basis of finished goods inventory 691 687
Other 1,598 926
- --------------------------------------------------------------------------------------------------------
Gross deferred tax assets 7,790 8,549
- --------------------------------------------------------------------------------------------------------
Net deferred tax liabilities $ 8,484 $ 6,848
- --------------------------------------------------------------------------------------------------------
At March 31, 2003, the Company had $2,890, $13,994 and $3,228 of federal, state
and foreign net operating loss carryforwards, respectively. As a result of the
Company's reorganization in 1992 and concurrent ownership change, Section 382 of
the Internal Revenue Code limits the amount of net operating losses available to
the Company to approximately $600 per year. The federal net operating loss
carryforwards expire in the fiscal years 2004 through 2007. The state net
operating loss carryforwards expire at various times through Fiscal 2018 and the
foreign net operating loss carryforwards expire at various times through Fiscal
2013, with the exception of Belgium, which has no expiration.
In general, except for certain earnings in Japan, it is management's intention
to reinvest undistributed earnings of foreign subsidiaries, which aggregate
approximately $7,484 based on exchange rates at March 31, 2003. However, from
time to time, the foreign subsidiaries declare dividends to the U.S. parent, at
which time the appropriate amount of tax is determined. Also, additional taxes
could be necessary if foreign earnings were loaned to the parent or if the
Company should sell its stock in the subsidiaries. It is not practicable to
estimate the amount of additional tax that might be payable on undistributed
foreign earnings.
42
NOTE 6: COMMITMENTS AND CONTINGENCIES
The Company leases certain equipment and facilities under noncancelable
operating lease agreements, which contain provisions for certain rental
adjustments as well as renewal options. Rent expense under these operating
leases for the years ended March 31, 2001, 2002 and 2003 was $8,608, $10,085 and
$10,779, respectively. At March 31, 2003, the minimum lease commitments under
all noncancelable operating leases for the next five years are as follows: 2004
- - $4,960; 2005 - $3,480; 2006 - $2,280; 2007 - $1,497; 2008 - $1,081; and
thereafter - $870.
The Company is involved in, or has pending, various legal proceedings, claims,
suits and complaints arising out of the normal course of business. In addition,
there are two arbitration awards against the Company for $1,500 and $1,300 that
are being appealed. Based on the facts currently available to the Company,
management believes all such matters are adequately provided for, covered by
insurance, are without merit, or are of such amounts which upon resolution will
not have a material adverse effect on the consolidated financial position, the
results of operations or cash flows of the Company.
The Company has been named as a defendant in two substantially similar
complaints alleging violations of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. The Company
believes that the claims are without merit and intends to defend itself
vigorously.
NOTE 7: INCENTIVE COMPENSATION PLANS
PERFORMANCE BONUS: The Company has a variable compensation plan covering certain
team members. This plan provides for the payment of a bonus based on the
attainment of certain annual or quarterly performance targets. The amount
expensed under this variable compensation plan for the years ended March 31,
2001, 2002 and 2003 was $5,020, $3,365 and $0, respectively. All payments are
subject to approval by the Board of Directors upon the completion of the annual
audit.
PROFIT SHARING AND SAVINGS PLAN: The Company has various Profit Sharing and
Savings Plans ("Plans") which qualify as deferred salary arrangements under
Section 401(k) of the Internal Revenue Code. Under the Plans, participants are
permitted to contribute various percentages of their compensation, as defined,
and the Company matches a percentage of the participant's contributions. The
total Company contribution for the years ended March 31, 2001, 2002 and 2003 was
$3,841, $3,185 and $2,896, respectively.
STOCK OPTION PLANS: The Company has two stock option plans, the 1992 Stock
Option Plan, as amended (the "Employee Plan"), and the 1992 Directors Stock
Option Plan, as amended (the "Directors Plan"). The Employee Plan authorizes the
issuance of options and stock appreciation rights ("SARs") for up to 6,850,000
shares of common stock. Options are issued by the Board of Directors or a Board
committee to key employees of the Company and generally become exercisable in
equal amounts over a three-year period. Option prices are equal to the fair
market value of the stock on the date of the grant. No SARs have been issued.
43
The Directors Plan authorizes the issuance of options and SARs for up to 190,000
shares of common stock. Options are issued by the Board of Directors or a Board
committee and generally become exercisable in equal amounts over a three-year
period. Option prices are equal to the fair market value of the stock on the
date of the grant. No SARs have been issued.
The following is a summary of the Company's stock option plans for the years
ended March 31:
2001 2002 2003
---- ---- ----
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
(Shares in thousands) SHARES PRICE SHARES PRICE SHARES PRICE
- --------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of year 2,971 $ 28.54 $ 3,678 $ 31.95 4,089 $ 33.69
Granted 918 42.47 833 41.51 711 35.09
Exercised (175) 28.04 (290) 30.86 (219) 22.06
Forfeited (36) 37.98 (132) 41.35 (80) 43.13
- --------------------------------------------------------------------------------------------------------------------
Outstanding at end of year 3,678 $ 31.95 4,089 $ 33.69 4,501 $ 34.29
Exercisable at end of year 1,995 $ 24.62 2,519 $ 28.24 3,035 $ 32.25
Weighted average incremental
fair value of options granted
during the year using
Black-Sholes option pricing
model $ 27.18 $ 29.07 $ 15.67
- --------------------------------------------------------------------------------------------------------------------
The following table summarizes information about the stock options outstanding
at March 31, 2003:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------ -------------------------
WEIGHTED
(Shares in thousands) AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF SHARES CONTRACTUAL EXERCISE SHARES EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- ---------------------------------------------------------------------------------------------------------
$9.78 - $13.30 250 1.3 years $ 10.06 250 $ 10.06
$13.3001 - $19.95 209 2.2 years 14.91 209 14.91
$19.9501 - $26.60 624 5.0 years 22.25 624 22.25
$26.6001 - $33.25 956 6.9 years 29.59 546 30.38
$33.2501 - $39.90 25 6.3 years 34.79 16 35.19
$39.9001 - $46.55 2,258 7.9 years 42.85 1,213 43.18
$46.5501 - $53.20 172 6.6 years 49.42 171 49.42
$53.2001 - $59.85 3 6.8 years 55.88 3 55.88
$59.8501 - $66.50 4 6.9 years 64.68 3 64.24
- ---------------------------------------------------------------------------------------------------------
$ 9.78 - $66.50 4,501 6.6 years $ 34.29 3,035 $ 32.25
- ---------------------------------------------------------------------------------------------------------
The Company continues to apply APB Opinion No. 25 in accounting for stock-based
compensation. To date, no compensation cost has been recognized as all stock
options have an exercise price equal to the market price on the date of the
grant. Had the Company elected to recognize compensation cost based on the fair
value basis under SFAS No. 123, the Company's net income and earnings per share
would have been reduced to the pro forma amounts for the years ended March 31:
44
2001 2002 2003
- --------------------------------------------------------------------------------------------------------------------
Net income As reported $ 64,190 $ 62,042 $ 48,685
Stock-based employee compensation under
fair-value based method for all awards, net
of related tax effects (6,502) (6,521) (8,811)
Pro forma 57,688 55,521 39,874
- --------------------------------------------------------------------------------------------------------------------
Basic earnings per share As reported $ 3.40 $ 3.11 $ 2.46
Pro forma 3.05 2.78 2.02
- -------------------------------------------------------------------------------------------------------------------
Diluted earnings per As reported $ 3.22 $ 2.97 $ 2.39
share Pro forma 2.89 2.66 1.96
- --------------------------------------------------------------------------------------------------------------------
The Company's last reported sale price of its Common Stock as quoted on Nasdaq
National Market on March 31, 2001, 2002 and 2003 was $44.56, $48.42 and $29.83,
respectively.
The incremental fair value of each option grant is estimated on the date of
grant using the Black-Scholes options pricing model with the following
assumptions for the years ended March 31:
2001 2002 2003
- ----------------------------------------------------------------------------------------------------
Expected life (in years) 4.4 4.4 5.3
Risk free interest rate 4.9% 4.0% 2.7%
Volatility 62% 48% 49%
Dividend yield -- -- 0.7%
- ----------------------------------------------------------------------------------------------------
NOTE 8: EARNINGS PER SHARE
Basic earnings per common share were computed based on the weighted average
number of common shares issued and outstanding during the relevant periods.
Diluted earnings per common share were computed under the treasury stock method
based on the weighted average number of common shares issued and outstanding.
The following table details this calculation for the years ended March 31:
(Shares in thousands) 2001 2002 2003
- --------------------------------------------------------------------------------------------------------------------
Net income for earnings per share computation $ 64,190 $ 62,042 $ 48,685
- --------------------------------------------------------------------------------------------------------------------
Basic earnings per common share:
Weighted average common shares 18,904 19,936 19,781
Basic earnings per common share $ 3.40 $ 3.11 $ 2.46
- --------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share:
Weighted average common shares 18,904 19,936 19,781
Shares issuable from assumed conversion of stock options and
contingently issuable shares
from acquisitions, net of tax savings 1,025 924 561
--------------------------------------------------
Weighted average common and common equivalent shares
19,929 20,860 20,342
Diluted earnings per common share $ 3.22 $ 2.97 $ 2.39
- --------------------------------------------------------------------------------------------------------------------
45
Options to purchase approximately 13,000 shares of Common Stock in Fiscal 2001,
10,000 shares of Common Stock in Fiscal 2002 and 1,648,000 shares of Common
Stock in Fiscal 2003 were outstanding in those periods but were not included in
the computation of diluted earnings per share because the exercise price
exceeded the average market price of the shares.
NOTE 9: TREASURY STOCK
The Company previously announced intentions to repurchase up to 2.5 million
shares of its Common Stock from April 1, 1999 through March 31, 2002. As of
March 31, 2002 the Company had repurchased approximately 2.1 million shares at
prevailing market prices for an aggregate purchase price of $100,355. In May and
November 2002, the Company's Board of Directors approved increases of 2 million
shares under the existing Black Box common share repurchase program. During
Fiscal 2003, the Company repurchased approximately 1.7 million shares for an
aggregate purchase price of $63,192. Since inception of the repurchase program
in April 1999, the Company has repurchased in aggregate approximately 3.8
million shares for approximately $164,000 through March 31, 2003. Funding for
the stock repurchases came from existing cash flow and borrowings under credit
facilities. In May 2003, the Company's Board of Directors once again approved an
increase of 1 million shares under the common share repurchase program.
Additional repurchases of stock may occur from time to time depending upon
factors such as the Company's cash flows and general market conditions. While
the Company expects to continue to repurchase shares for the foreseeable future,
there can be no assurance as to the timing or amount of such repurchases.
NOTE 10: COMPREHENSIVE INCOME
Comprehensive income consisted of the following:
2002 2003
- ---------------------------------------------------------------------------------------------------------------------
Net income $ 62,042 $ 48,685
Other comprehensive income:
Foreign currency translation adjustment (323) 12,808
Unrealized (losses)/gains on derivatives designated and qualified as
cash flow hedges (389) 233
Reclassification of unrealized gains and losses on expired derivatives 155 168
- ---------------------------------------------------------------------------------------------------------------------
Comprehensive income $ 61,485 $ 61,894
- ---------------------------------------------------------------------------------------------------------------------
The components of accumulated other comprehensive (loss)/income consisted of the
following as of March 31:
2002 2003
- ---------------------------------------------------------------------------------------------------------------------
Foreign currency translation adjustment $ (9,403) $ 3,405
Unrealized (losses)/gains on derivatives designated and qualified as cash
flow hedges (168) 233
- ---------------------------------------------------------------------------------------------------------------------
Total accumulated other comprehensive (loss)/income $ (9,571) $ 3,638
- ---------------------------------------------------------------------------------------------------------------------
46
NOTE 11: RESTRUCTURING
In the fourth quarter of Fiscal 2003, the Company recorded a restructuring
charge of $6,536 primarily related to adjusting staffing levels in its European
operations and real estate consolidations. Of this charge, $5,034 related to
severance for 245 total team members with $4,299 related to severance for 130
individuals in Europe, $581 related to severance for 94 individuals in North
America, $154 related to severance for 21 individuals in Latin America, and
$1,502 related to lease costs and other charges to consolidate offices.
In the fourth quarter of Fiscal 2002, the Company recorded a restructuring
charge of approximately $3,500 primarily related to adjusting staffing levels in
its European and Latin American Operations and facility closures in the U.S. Of
this charge, $2,168 related to severance for 105 total team members with $1,830
related to severance for 60 team members in Europe, $230 related to severance
for 19 team members in Latin America, $108 related to severance for 26 team
members in North America, and $1,332 related to lease costs and other costs to
consolidate two U.S. offices. The components of the charge and the restructuring
accrual at March 31, 2003 are as follows:
ACCRUED ASSET ACCRUED
MARCH 31, TOTAL CASH WRITE- MARCH 31,
2002 CHARGE EXPENDITURES DOWNS 2003
- ------------------------------------------------------------------------------- ---------------------------
Employee Severance $ 1,443 $ 5,034 $ 2,102 $ -- $ 4,375
Facility Closures 1,439 1,502 556 579 1,806
- ------------------------------------------------------------------------------- ---------------------------
Total $ 2,882 $ 6,536 $ 2,658 $ 579 $ 6,181
- ------------------------------------------------------------------------------- ---------------------------
NOTE 12: SEGMENT REPORTING
As required by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," the Company reports the results of its operating segments.
During the fourth quarter of Fiscal 2003, the Company changed its primary
segments to be on a geographic basis as this is now the way it manages the
business to be more responsive to the organization's changing operating
structure. The primary reportable segments are comprised of North America,
Europe and All Other. Consistent with SFAS No. 131, the Company aggregates
similar operating units into reportable segments.
The accounting policies of the various segments are the same as those described
in "Summary of Significant Accounting Principles" in Note 1. The Company
evaluates the performance of each segment based on operating income.
Inter-segment sales and segment interest income or expense and expenditures for
segment assets are not presented to or reviewed by management, and therefore are
not presented below.
47
Summary information by reportable segment is as follows for the years ended
March 31:
NORTH AMERICA 2001 2002 2003
- -------------------------------------------------------------------------------------------------------
Revenues $ 608,855 $ 533,410 $ 410,271
Operating income 67,109 65,500 53,592
Depreciation 6,081 5,659 5,314
Amortization 12,013 46 131
Segment assets 607,111 611,675 586,339
- -------------------------------------------------------------------------------------------------------
EUROPE 2001 2002 2003
- -------------------------------------------------------------------------------------------------------
Revenues $ 147,297 $ 155,715 $ 153,477
Operating income 28,350 25,758 17,729
Depreciation 1,555 1,944 1,825
Intangibles amortization 781 109 224
Segment assets 98,508 113,556 123,090
- -------------------------------------------------------------------------------------------------------
ALL OTHER 2001 2002 2003
- -------------------------------------------------------------------------------------------------------
Revenues $ 70,841 $ 54,556 $ 41,269
Operating income 21,475 13,755 7,805
Depreciation 449 520 500
Intangibles amortization 27 15 22
Segment assets 28,040 24,980 17,920
- -------------------------------------------------------------------------------------------------------
North America operating income for Fiscal 2002 was reduced by special items
comprised of $5,027 incurred in the first quarter of Fiscal 2002 related
primarily to two receivables from clients who filed for bankruptcy protection in
that quarter and $1,439 for restructuring expenses in the fourth quarter of that
year. Operating income for Europe and for All Other for Fiscal 2002 was reduced
by $1,830 and $231, respectively, for restructuring expenses in the fourth
quarter of that year.
North America operating income for Fiscal 2003 was reduced by special items
comprised of $3,835 incurred in the fourth quarter of Fiscal 2003 related
primarily to reserving for specific accounts receivable and $1,790 for
restructuring expenses in the fourth quarter of that year. Operating income for
Europe and All Other for Fiscal 2003 was reduced by $4,592 and $154,
respectively, for restructuring expenses in the fourth quarter of that year.
The following reconciles segment assets to total consolidated assets for the
years ending March 31:
ASSETS 2001 2002 2003
- ---------------------------------------------------------------------------------------------------------------
Assets for North America, Europe and
All Other segments $ 733,659 $ 750,211 $ 727,349
Corporate eliminations (80,729) (99,424) (100,620)
- ---------------------------------------------------------------------------------------------------------------
Total consolidated assets $ 652,930 $ 650,787 $ 626,729
- ---------------------------------------------------------------------------------------------------------------
48
Management is also presented with and reviews revenues by service type. The
following information is presented:
REVENUES 2001 2002 2003
- ----------------------------------------------------------------------------------------------------------------
Hotline Services $ 389,697 $ 309,744 $ 252,105
Structured Cabling Services 370,075 365,901 275,842
Telephony Services 67,221 68,036 77,070
- ----------------------------------------------------------------------------------------------------------------
Total revenues $ 826,993 $ 743,681 $ 605,017
- ----------------------------------------------------------------------------------------------------------------
NOTE 13: QUARTERLY DATA (UNAUDITED)
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
- --------------------------------------------------------------------------------------------------------
FISCAL 2002
Revenues $ 207,116 $ 197,072 $ 179,241 $ 160,252 $ 743,681
Gross profit 78,944 75,031 70,844 65,731 290,550
Net income 15,083(1) 17,142 16,869 12,948(2) 62,042
Basic earnings per common
share 0.77 0.86 0.84 0.64 3.11
Diluted earnings per
common share 0.73 0.83 0.81 0.62 2.97(3)
- --------------------------------------------------------------------------------------------------------
FISCAL 2003
Revenues $ 154,412 $ 162,731 $ 153,062 $ 134,812 $ 605,017
Gross profit 61,892 63,380 60,639 52,936 238,847
Net income 14,665 15,035 14,777 4,208(4) 48,685
Basic earnings per common
share 0.72 0.75 0.75 0.22 2.46
Diluted earnings per
common share 0.70 0.74 0.73 0.21 2.39(3)
- --------------------------------------------------------------------------------------------------------
1) During First Quarter Fiscal 2002, operating income was reduced by a special
item of $5,027 primarily for the Company reserving for two accounts receivable
from clients who filed for Chapter 11 bankruptcy protection during that quarter.
(2) During Fourth Quarter Fiscal 2002, operating income was reduced by a
restructuring charge of $3,500.
(3) Earnings per share for the year is different than the sum of the quarterly
earnings per share due to rounding and average share prices.
(4) During Fourth Quarter Fiscal 2003, operating income was reduced by a special
item of $3,835 primarily for the Company reserving for specific accounts
receivable and a restructuring charge of $6,536.
49
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND
FINANCIAL DISCLOSURE
None.
50
PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated herein by reference to the
information set forth under the caption "Executive Officers of the Registrant"
included under Part I of this Form 10-K.
The other information required by this item is incorporated herein by reference
to the information set forth under the captions "Election of Directors" and
"Board of Directors and Certain Board Committees" in the Company's definitive
proxy statement for the 2003 Annual Meeting of Stockholders to be filed pursuant
to Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Proxy
Statement").
ITEM 11 -- EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the
information set forth under the captions "Executive Compensation" and "Report of
the Compensation Committee" in the Proxy Statement.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to the
information set forth under the captions "Equity Plan Compensation," "Security
Ownership of Certain Beneficial Owners" and "Security Ownership of Management"
in the Proxy Statement.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14 -- CONTROLS AND PROCEDURES
Within 90 days before filing this report, an evaluation was performed under the
supervision and with the participation of Company management, including the
Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on that evaluation, management, including the CEO and CFO,
concluded that our disclosure controls and procedures were effective to ensure
that information required to be disclosed in reports that we file or submit
under the Securities and Exchange Act of 1934 is recorded, processed, summarized
and reported in accordance with the rules and forms of the Securities and
Exchange Commission. It should be noted that the design of any system of
controls is based in part upon certain assumption about the likelihood of future
51
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions, regardless of how
remote. There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
their evaluation.
ITEM 15 -- PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the
information set forth under the caption "Ernst & Young as Independent
Accountants" in the Proxy Statement.
52
PART IV
ITEM 16 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial statements, financial statement schedules and exhibits not listed here
have been omitted where the required information is included in the consolidated
financial statements or notes thereto, or is not applicable or required.
(a) Documents filed as part of this report
(1) Financial Statements - no financial statements have been filed in
this Form 10-K other than those in Item 8.
(2) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
(3) Exhibits
Exhibit
Number Description
------- -----------
3(i) Second Restated Certificate of Incorporation of
the Company, as amended (3)
3(ii) Restated Bylaws, as amended (2)
10.1 1992 Stock Option Plan, as amended (7)
10.2 1992 Director Stock Option Plan, as amended (7)
10.3 Revolving Credit Agreement, dated as of April 4,
2000, among Black Box Corporation of Pennsylvania,
Black Box Corporation, the Guarantors, the Lenders
and Mellon Bank, N.A. (4)
10.4 Short Term Credit Agreement, dated as of April 4,
2000, among Black Box Corporation of Pennsylvania,
Black Box Corporation, the Guarantors, the Lenders
and Mellon Bank, N.A. (4)
10.5 First Amendment to Credit Agreements, dated March
30, 2001, among Black Box Corporation of
Pennsylvania, Black Box Corporation, the
Guarantor, the Lenders and Mellon Bank, N.A. (5)
10.6 Second Amendment to Credit Agreements, dated April
3, 2002, among Black Box Corporation of
Pennsylvania, Black Box Corporation, the
Guarantor, the Lenders and Mellon Bank, N.A. (6)
53
21.1 Subsidiaries of the Company (1)
23.1 Consent of independent auditors (1)
23.2 Information regarding consent of Arthur Andersen
LLP (1)
99.1 Certification of the Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (1)
(1) Filed herewith.
(2) Filed as an exhibit to the 1993 Annual Report on Form 10-K of the
Company, file number 0-18706, filed with the Commission on June
26, 1993, and incorporated herein by reference.
(3) Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, file number 0-18706, filed with the Commission on
November 14, 2000, and incorporated herein by reference.
(4) Filed as an exhibit to the Annual Report on Form 10-K of the
Company, file number 0-18706, filed with the Commission on June
29, 2000.
(5) Filed as an exhibit to the Annual Report on Form 10-K of the
Company, file number 0-18706, filed with the Commission on June
29, 2001.
(6) Filed as an exhibit to the Annual Report on Form 10-K of the
Company, file number 0-18706, filed with the Commission on May
17, 2002.
(7) Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, file number 0-18706, filed with the Commission on
November 15, 2002.
(b) Reports on Form 8-K: None.
(c) The Company hereby files as exhibits to the Form 10-K the exhibits set
forth in Item 14(a)(3) hereof, which are not incorporated by
reference.
(d) The Company hereby files as financial statement schedules to this Form
10-K the financial statement schedules which are set forth in Item
14(a)(2) hereof.
54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1943, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
BLACK BOX CORPORATION
Dated: June 27, 2003
/s/ Michael McAndrew
---------------------------------------
Michael McAndrew, Vice President, Chief
Financial Officer, Treasurer, Secretary,
and Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934 as amended,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
SIGNATURES CAPACITY DATE
---------- -------- ----
/s/ WILLIAM F. ANDREWS Director June 27, 2003
----------------------
William F. Andrews
/s/ THOMAS W. GOLONSKI Director June 27, 2003
----------------------
Thomas W. Golonski
/s/ THOMAS G. GREIG Director June 27, 2003
-------------------
Thomas G. Greig
/s/ WILLIAM R. NEWLIN Director June 27, 2003
---------------------
William R. Newlin
/s/ BRIAN D. YOUNG Director June 27, 2003
------------------
Brian D. Young
/s/ FRED C. YOUNG Director, Chairman of June 27, 2003
----------------- the Board and Chief Executive
Fred C. Young Officer
/s/ MICHAEL MCANDREW Vice President, June 27, 2003
-------------------- Chief Financial Officer,
Michael McAndrew Secretary, Treasurer, and
Principal Accounting Officer
55
CERTIFICATIONS
I, Fred C. Young, certify that:
1. I have reviewed this annual report on Form 10-K of Black Box
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 27, 2003
/s/ Fred C. Young
- -----------------------------
Fred C. Young
Chief Executive Officer
56
I, Michael McAndrew, certify that:
1. I have reviewed this annual report on Form 10-K of Black Box
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 27, 2003
/s/ Michael McAndrew
- -----------------------------
Michael McAndrew
Chief Financial Officer
57
SCHEDULE II
BLACK BOX CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
(Dollars In thousands)
ADDITIONS ADDITIONS
BALANCE AT CHARGED TO RESULTING REDUCTIONS BALANCE
BEGINNING OF COSTS AND FROM FROM AT END OF
DESCRIPTION PERIOD EXPENSES ACQUISITIONS RESERVES PERIOD
----------- ------------ ---------- ------------ ---------- ---------
YEAR ENDED MARCH 31, 2001
Inventory reserves $ 3,784 $ 1,338 $ 791 $ 2,649 $ 3,264
Allowance for unrealizable
accounts/sales returns 6,304 2,302 2,683 3,512 7,777
Restructuring reserve 862 -- -- 157 705
YEAR ENDED MARCH 31, 2002
Inventory reserves $ 3,264 $ 1,078 $ 187 $ 1,171 $ 3,358
Allowance for unrealizable
accounts/sales returns 7,777 2,370 542 2,482 8,207
Restructuring reserve 705 3,500 -- 1,323 2,882
YEAR ENDED MARCH 31, 2003
Inventory reserves $ 3,358 $ 2,229 $ 56 $ 1,662 $ 3,981
Allowance for unrealizable
accounts/sales returns 8,207 5,231 218 1,946 11,710
Restructuring reserve 2,882 6,536 -- 3,237 6,181
58