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UNITED STATES
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, 2004
[ ] 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 28, 2003, was
$730,751,509 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 10, 2004, was 17,610,233.
Document Incorporated by Reference
Proxy Statement for 2004 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 network infrastructure services provider. Black Box offers one-source
network infrastructure services for: data networks, including structured cabling
for wired and wireless systems; voice systems, including new and upgraded
telephony systems; and 24/7/365 hotline technical support for more than 90,000
network infrastructure products that it sells through its catalog, Internet Web
site and on-site services offices. With more than 2,000 technical experts and
117 offices, Black Box 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 superior technical services, its capability to provide these services
globally and its private-labeled BLACK BOX(R) brand network infrastructure
products which carry some of the most comprehensive warranties in the industry.
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 data services market is
estimated at $8 billion and the voice 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 their networking infrastructure
needs - whether at a single location or multiple locations worldwide. The
Company believes that its combination of worldwide data and voice services
performed at client locations - integrated with hotline technical services -
provides a unique advantage over 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:
Expert Technical Support Deployed Three Ways.
24/7/365 Hotline: Black Box provides its clients with around-the-clock,
seven days per week technical support at no charge through its hotline telephone
consulting service, available to clients in 132 countries worldwide. In Fiscal
2004, the Company's hotline technical experts responded to approximately 500,000
client calls with 99.5% answered in less than 20 seconds. Black Box hotline
specialists receive continuous training to stay up-to-date on the latest
technologies.
Locally at Client Sites: Black Box provides complete data and voice
solutions - including design, installation and routine and emergency maintenance
- - with consistent high quality and uniformity. The Company maintains what it
believes is the industry's largest staff of Registered Communications
Distribution Designers (RCDDs) who assure that all designs meet or exceed ANSI,
TIA/EIA, and National Electric Code(R) (NEC(R)) standards. Black Box technicians
also stay up-to-date with BISCI standards and regularly attend the Company's
industry-recognized BLACK BOX(R) Master Technician Courses. Data and voice
services performed at client locations are provided in most major markets around
the world.
2
www.blackbox.com Internet Web Site: Black Box offers its 24/7/365
technical support on-line at www.blackbox.com. With one click by an existing or
a potential client on "Talk to a Tech", a technical expert makes contact with
that person immediately. Technical information, including "Black Box Explains"
and "Technology Overviews" is available as is the ability to design custom
products on-line.
Worldwide Coverage. With 117 offices serving 132 countries, Black Box has the
largest footprint in the industry, serving every major industry sector. This
worldwide coverage and more than 28 years of experience makes one-source,
project management a reality for Black Box clients. Black Box ensures clients
with these needs receive consistent high-quality design, workmanship and
technology from a single service provider. The Company is exposed to certain
risks because of its global operations discussed under the caption "The Company
is subject to the risks of doing business internationally," Part II, Item 7,
Section VI (Risk Factors) and incorporated by reference herein.
Quality Networking Solutions and Comprehensive Warranties. Black Box products
and services are covered by an umbrella of protection that goes beyond standard
warranties. Black Box was the first in the industry to introduce a "No Questions
Asked" product warranty program offering full protection regardless of cause of
failure, including accidental, surge or water damage for the life of the
warranty - and many products are guaranteed forever. Exclusive to Black Box are
its Guaranteed-for-Life Structured Cabling System and Certification Plus(R)
guarantees that provide assurance that a client's network will operate within
the application it was designed to support for life.
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.
ISO 9001:2000 Certified. Black Box has received ISO 9001:2000 certification in
Australia, Belgium, Brazil, Canada, France, Germany, Ireland, Italy, Japan,
Switzerland, the United Kingdom and the United States. Rigorous quality control
processes must be documented and practiced to earn and maintain ISO 9001:2000
certification.
Proprietary Client List. For 28 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 its client list.
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. Requests for same day counter-to-counter delivery and special labeling,
kitting and packaging are also fulfilled by Black Box.
GROWTH STRATEGY. Black Box's growth strategy is centered on profitably growing:
(i) worldwide 24/7/365 hotline services, (ii) worldwide on-site data services,
and (iii) worldwide on-site voice services.
3
CLIENTS. Black Box clients range from small organizations to many of the world's
largest corporations and institutions covering a diversity of industries, which
include manufacturing, retail, finance, education 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 materials, direct sales and online through the Company's Web site.
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.
TECHNICAL SERVICES. Black Box believes that its technical services are the
foundation of its success enabling the Company to provide services ranging from
quick-turn 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 Company-owned 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, on-site offices and Internet Web site. New
products are introduced regularly.
MANUFACTURERS AND SUPPLIERS. Black Box utilizes a network of original equipment
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 information systems that are used to manage all aspects of its
business. The Company's systems support and integrate technical support, client
service, inventory management, purchasing, distribution activities, client
relationship management, accounting and project cost management. The Company
continues to develop and implement exclusive worldwide web applications for both
clients and the Company's offices. These applications allow clients to view
order status and product availability, view up-to-date information on their
projects that are being managed across the country or around the world, and
provides a project management and forecasting tool for the Company's offices. A
technical knowledge base application is also used to access problem resolution
information to help solve client issues more quickly. Information systems are
focused on delivering high quality business applications that are geared to
improve internal efficiencies as well as client interactions.
4
The Company's new product introductions, 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 (i.e., to
be completed within six months) was approximately $56 million at March 31, 2004
compared to $51 million at March 31, 2003.
TEAM MEMBERS. As of March 31, 2004, the Company had approximately 2,800 team
members worldwide of which approximately 450 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. This is consistent
with how the Company is organized and how the business is managed on a day-to
day basis. The reportable segments are comprised of North America, Europe and
All Other.
INTERNATIONAL REVENUES. Revenues from countries outside the Unites States were
$191 million, or 36% of total revenues for Fiscal 2004 compared to $208 million
or 34% of total revenues for Fiscal 2003.
COMPETITION. The Company competes with other Value Added Resellers,
manufacturers and large project management companies. The Company believes its
primary competitive advantage is its high quality and rapidly deployed 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 Web site at http://www.blackbox.com. The Company's annual, quarterly
and current reports and amendments to such reports filed with or furnished to
the Securities and Exchange Commission are made available, as soon as reasonably
practical after such filing, and may be viewed or downloaded free of charge in
the "About Us" section of the Web site.
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 116 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,
as previously disclosed in the Company's annual report on Form 10-K for the
fiscal year ended March 31, 2003 and in its quarterly reports on Form 10-Q for
the quarters ended September 28, 2003 and December 28, 2003, an arbitration
award (including interest and costs through March 31, 2004) against the Company
for approximately $1.6 million is being appealed.
As previously disclosed in the Company's annual report on Form 10-K for the
fiscal year ended March 31, 2003 and in its quarterly reports on Form 10-Q for
the quarters ended September 28, 2003 and December 28, 2003, an arbitration
award was entered against the Company for approximately $1.5 million. During the
pendency of an appeal of the award, the Company entered into a final settlement
of this matter in exchange for a payment by the Company of $1.38 million.
As previously disclosed in the Company's annual report on Form 10-K for the
fiscal year ended March 31, 2003 and in its quarterly reports on Form 10-Q for
the quarters ended September 28, 2003 and December 28, 2003, the Company had
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. These actions were consolidated in a
lawsuit in the United States District Court for the Western District of
Pennsylvania in a case captioned In Re Black Box Corporation Securities
Litigation (Civil Action No. 03-CV-412). On October 3, 2003, the plaintiffs in
this action filed a Consolidated Class Action Complaint in this matter. The
Company subsequently filed a Motion to Dismiss plaintiffs' consolidated
complaint. During the pendency of this motion, the parties entered into a
Stipulation and Agreement of Settlement. The preliminary settlement provides for
the payment of $2 million into a settlement fund, an amount within the limits of
the Company's directors' and officers' policy, most of which will be covered
under such policy. This payment is in exchange for a full and complete release
of any and all claims against defendants. The settlement is subject to (1)
plaintiffs' counsel determining, through limited confirmatory discovery, that
the settlement is fair, reasonable and adequate, (2) the notice and hearing
procedures that pertain to federal court class actions and (3) final approval of
the court.
Based on the facts currently available to the Company, management believes its
legal matters are adequately provided for, covered by insurance, without merit,
or not probable that an unfavorable outcome will result.
6
As previously disclosed in its Current Report on Form 8-K filed on October 28,
2003 and in its quarterly reports on Form 10-Q for the quarter ended September
28, 2003 and December 28, 2003, the Company received a formal order of
investigation issued by the Securities and Exchange Commission (the "SEC"). In
connection therewith, during the quarter ended December 28, 2003, the Company
and several of its officers, directors, team members and independent auditors
provided information to the Staff of the SEC. In late January 2004, the SEC
requested information relating to Fiscal 2002 from the Company's independent
auditors pursuant to an additional subpoena. The Company intends to continue to
cooperate fully with the inquiry.
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.
7
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 48 Chief Executive Officer
Michael McAndrew 44 Vice President, Chief Financial Officer,
Treasurer, Secretary and
Principal Accounting Officer
Kathleen Bullions 49 Senior Vice President - North America
Roger E. M. Croft 55 Senior Vice President - Europe and Latin America
Francis W. Wertheimber 51 Senior 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, 48, was elected Chairman of the Board and Chief Executive
Officer of the Company on June 24, 1998. The role of non-executive
Chairman was assumed by an independent director of the Company in May
2004. Mr. Young 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 12 years.
MICHAEL MCANDREW, 44, 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 14 years.
KATHLEEN BULLIONS, 49, 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 21 years.
ROGER E. M. CROFT, 55, was promoted to Senior Vice President - Europe and
Latin America in May 2004. He was promoted to Vice President - Europe and
Latin America in May 1998, having served as Vice President of European
Operations since 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 19 years.
FRANCIS W. WERTHEIMBER, 51, was promoted to Senior Vice President -
Pacific Rim/Far East in May 2004. He 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 11
years.
8
PART II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
The Common Stock is traded on the Nasdaq National Market (trading symbol
"BBOX"). On June 10, 2004, the last reported sale price of the Common Stock was
$45.65 per share. The following table sets forth the quarterly high and low sale
prices of the Common Stock as reported by the Nasdaq National 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 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
FISCAL 2004
1st Quarter 43.68 29.38
2nd Quarter 49.20 35.33
3rd Quarter 45.50 39.25
4th Quarter 58.61 43.85
At March 31, 2004, there were 2,291 holders of record.
Cash dividends of $0.05 per share of Common Stock were paid during the fourth
quarter of Fiscal 2003 and each quarter of Fiscal 2004 on January 15, 2003,
April 15, 2003, July 15, 2003, October 15, 2003 and January 15, 2004. Beginning
with its August 2004 dividend declaration, the Company expects to increase its
current annual dividend payment rate of $0.20 to $0.24.
See "Equity Plan Compensation Information," Item 12 in Part III, which is
incorporated by reference herein.
9
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
(c) TOTAL NUMBER OF
(a) TOTAL SHARES PURCHASED AS (d) MAXIMUM NUMBER (OF SHARES
NUMBER OF (b) AVERAGE PART OF PUBLICLY THAT MAY YET BE PURCHASED
SHARES PRICE PAID PER ANNOUNCED PLANS UNDER THE
PERIOD PURCHASED SHARE OR PROGRAMS PLANS OR PROGRAMS (1)
----- ---------- -------------- ------------------- -----------------------------
December 29, 2003 to
January 25, 2004 52,518 $ 53.86 52,518 1,457,957
January 26, 2004 to
February 22, 2004 492,305 $ 52.56 492,305 965,652
February 23, 2004 to
March 31, 2004 -- -- -- 965,652
------- --------- ------- ---------
Total 544,823 $ 52.68 544,823 965,652(2)
======= ========= ======= =========
(1) At December 28, 2003, 1,510,475 shares were available for repurchase under
repurchase programs approved by the Board of Directors and announced on May 7,
2003 for 1,000,000 shares and November 20, 2003 for 1,000,000 shares.
(2) The repurchase programs have no expiration date and no programs were
terminated prior to full repurchase of the authorized amount.
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.
10
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 2000 through 2004 were derived from the Consolidated
Financial Statements of the Company.
Dollars in Thousands, except Per Share Amounts
FISCAL YEAR ENDED MARCH 31,
----------------------------------------------------
2004 2003 2002 2001 2000
-------- -------- -------- -------- --------
Income Statement Data:
Revenues $520,412 $605,017 $743,681 $826,993 $508,340
Cost of sales 304,161 366,170 453,131 493,861 288,813
-------- -------- -------- -------- --------
Gross profit 216,251 238,847 290,550 333,132 219,527
Selling, general & administrative
expenses 140,805 152,808 181,867 203,377 129,874
Restructuring expense -- 6,536 3,500 -- --
--
Intangibles amortization (1) 246 377 170 12,821 6,410
-------- -------- -------- -------- --------
Operating income 75,200 79,126 105,013 116,934 83,243
Interest expense, net 1,808 2,826 6,268 11,312 3,243
Income tax expense 26,002 27,386 36,428 41,040 31,225
Net income $ 47,243 $ 48,685 $ 62,042 $ 64,190 $ 48,852
Basic earnings per share $ 2.60 $ 2.46 $ 3.11 $ 3.40 $ 2.74
Diluted earnings per share $ 2.52 $ 2.39 $ 2.97 $ 3.22 $ 2.60
Dividends declared per common share $ 0.20 $ 0.10 $ -- $ -- $ --
======== ======== ======== ======== ========
Balance Sheet Data (at end of period):
Working capital (2) $109,431 $118,592 $143,464 $138,922 $115,981
Total assets 616,289 626,729 650,787 652,930 452,289
Long-term debt 35,177 49,453 75,497 124,066 105,374
Total debt 36,238 50,379 78,676 129,437 106,343
Stockholders' equity 504,904 494,422 490,098 388,951 258,327
======== ======== ======== ======== ========
(1) See Note 4 to the Consolidated Financial Statements.
(2) Represents Current Assets minus Current Liabilities.
11
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Dollars in Thousands, Unless Otherwise Indicated)
Black Box offers one-source network infrastructure services for: data networks
(Data Services), including structured cabling for wired and wireless systems;
voice systems (Voice Services), including new and upgraded telephony systems;
and 24/7/365 hotline technical support (Hotline Services) for more than 90,000
network infrastructure products.
The Company manages its business based on geographic segments: North America,
Europe and All Other. In addition to geographic segment information, certain
revenue and gross profit information by service type is also provided herein for
purposes of further analysis. Management believes it is important to separately
present restructuring charges of $6,536 in Fiscal 2003 and $3,500 in Fiscal 2002
described under Restructuring Expense. Management believes this enables a
clearer understanding of the ongoing operations of the Company.
The tables below should be read in conjunction with the following discussion.
YEAR ENDED MARCH 31,
------------------------------------------------------------------------------
2004 2003 2002
---------------------- ---------------------- ----------------------
% of total % of total % of total
$ revenues $ revenues $ revenues
-------- -------- -------- -------- -------- --------
BY GEOGRAPHY
Revenues:
North America $341,299 66% $412,247 68% $536,037 72%
Europe 142,158 27 153,477 25 155,715 21
All Other 36,955 7 39,293 7 51,929 7
-------- --- -------- --- -------- ---
Total $520,412 100% $605,017 100% $743,681 100%
-------- --- -------- --- -------- ---
Operating Income:
North America $ 44,281 $ 53,079 $ 65,592
% of North America revenues 13.0% 12.9% 12.2%
Europe 21,812 17,729 25,758
% of Europe revenues 15.3% 11.6% 16.5%
All Other 9,107 8,318 13,663
% of All Other revenues 24.6% 21.2% 26.3%
-------- -------- --------
Total $ 75,200 $ 79,126 $105,013
% of Total revenues 14.5% 13.1% 14.1%
-------- -------- --------
Restructuring Expense included
in Operating Income above:
North America $ -- $ 1,806 $ 1,439
Europe -- 4,592 1,830
All Other -- 138 231
-------- -------- --------
Total $ -- $ 6,536 $ 3,500
% of Total revenues 1.1% 0.5%
-------- -------- --------
12
YEAR ENDED MARCH 31,
------------------------------------------------------------------------------
2004 2003 2002
---------------------- ---------------------- ----------------------
% of total % of total % of total
$ revenues $ revenues $ revenues
-------- -------- -------- -------- -------- --------
BY SERVICE TYPE
Revenues:
Hotline Services (1) $237,872 46% $252,105 42% $309,744 42%
Data Services (2) 214,299 41 275,842 45 365,901 49
Voice Services (3) 68,241 13 77,070 13 68,036 9
-------- --- -------- --- -------- ---
Total $520,412 100% $605,017 100% $743,681 100%
-------- --- -------- --- -------- ---
Gross Profit:
Hotline Services $124,923 $128,635 $150,681
% of Hotline Services revenues 52.5% 51.0% 48.6%
Data Services 67,329 85,122 117,813
% of Data Services revenues 31.4% 30.9% 32.2%
Voice Services 23,999 25,090 22,056
% of Voice Services revenues 35.2% 32.6% 32.4%
-------- -------- --------
Total $216,251 $238,847 $290,550
% of Total revenues 41.6% 39.5% 39.1%
-------- -------- --------
(1) Previously designated as Phone Serv ices
(2) Previously designated as Structured Cabling Services
(3) Previously designated as Telephony Services
I. FISCAL 2004 COMPARED TO FISCAL 2003:
TOTAL REVENUES
Total revenues for Fiscal 2004 were $520,412, a decrease of 14% compared to
Fiscal 2003 total revenues of $605,017. If exchange rates had remained constant
from the corresponding periods in the prior year, Fiscal 2004 total revenues
would have been lower by an additional $21,154, for a total decrease of 17%.
REVENUES BY GEOGRAPHY
NORTH AMERICA REVENUES
Revenues in North America were $341,299 for Fiscal 2004, a decrease of 17%
compared to $412,247 for Fiscal 2003. The North America revenue decline was
generally due to weak general economic conditions that affected client demand.
If exchange rates relative to the U.S. dollar had remained unchanged from Fiscal
2003, revenues would have decreased by an additional $559, for a total decrease
of 17%.
EUROPE REVENUES
Revenues in Europe were $142,158 for Fiscal 2004, a decrease of 7% compared to
$153,477 for Fiscal 2003. The Europe revenue decline was due to weak general
economic conditions that affected client demand, offset in part by $18,118 of
positive impact of exchange rates relative to the U.S.
13
doller. If exchange rates relative to the U.S. dollar had remained unchanged
from Fiscal 2003, Europe revenues would have decreased 19%.
ALL OTHER REVENUES
Revenues for All Other were $36,955 for Fiscal 2004, a decrease of 6% compared
to $39,293 for Fiscal 2003. The revenue decline in these regions was due to weak
general economic conditions that affected client demand, offset by $2,477 of
positive impact of exchange rates relative to the U.S. dollar. If exchange rates
relative to the U.S. dollar had remained unchanged from Fiscal 2003, All Other
revenues would have decreased 12%.
REVENUE BY SERVICE TYPE
HOTLINE SERVICES
Revenues from hotline services were $237,872 for Fiscal 2004, a decrease of 6%
compared to $252,105 for Fiscal 2003. The Company believes the overall decline
in hotline services revenues was driven by weak general economic conditions,
offset in part by $13,906 of positive impact of exchange rates relative to the
U.S. dollar for its international hotline services. If exchange rates relative
to the U.S. dollar had remained unchanged from Fiscal 2003, hotline services
revenue would have decreased 11%.
DATA SERVICES
Revenues from data services were $214,299 for Fiscal 2004, a decrease of 22%
compared to $275,842 for Fiscal 2003. The Company believes the overall decline
in data services revenue was driven by weak general economic conditions, offset
in part by $7,248 of positive impact of exchange rates relative to the U.S.
dollar for its international data services. If exchange rates relative to the
U.S. dollar had remained unchanged from Fiscal 2003, data services revenue would
have decreased 25%.
VOICE SERVICES
Revenues from voice services were $68,241 for Fiscal 2004, a decrease of 11%
compared to $77,070 for Fiscal 2003. The Company believes the overall decline in
voice services revenue was driven by weak general economic conditions. There was
no exchange rate impact on voice service revenues as all of the Company's voice
services revenue is denominated in U.S. dollars.
GROSS PROFIT
Gross profit dollars for Fiscal 2004 decreased to $216,251 from $238,847 for
Fiscal 2003. The decrease in gross profit dollars over prior year was due to the
decline in revenues. Gross profit as a percent of revenues for Fiscal 2004
increased to 41.6% of revenues from 39.5% of revenues for Fiscal 2003. The
increase in gross profit percentage was due primarily to the positive impact of
cost reduction programs.
Gross profit dollars for hotline services were $124,923, or 52.5% of revenues,
for Fiscal 2004 compared to $128,635, or 51.0% of revenues, for Fiscal 2003.
Gross profit dollars for data services were $67,329, or 31.4% of revenues, for
Fiscal 2004 compared to $85,122, or 30.9% of revenues, for Fiscal 2003. Gross
profit dollars for voice services were $23,999, or 35.2% of revenues, for Fiscal
2004 compared to $25,090, or 32.6% of revenues, for Fiscal 2003.
14
SG&A EXPENSES
Selling, general and administrative ("SG&A") expenses for Fiscal 2004 were
$140,805, a decrease of $12,003 over SG&A expenses of $152,808 for Fiscal 2003.
The dollar decrease from Fiscal 2003 to Fiscal 2004 was the result of the
Company's cost reduction efforts worldwide. SG&A expenses as a percent of
revenue for Fiscal 2004 were 27.1% of revenues compared to 25.3% of revenues for
Fiscal 2003. The percentage increase is due to the percentage change in revenues
being greater than the percentage change in the overall cost structure.
RESTRUCTURING EXPENSE
In the fourth quarter of Fiscal 2003, the Company recorded a restructuring
charge of $6,536 primarily related to adjusting staffing levels and real estate
consolidations. Of this charge, $5,034 related to severance for 245 total team
members ($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 real
estate consolidations.
The activity of the restructuring accrual at March 31, 2004 is as follows:
ACCRUED CASH ACCRUED
MARCH 31, 2003 EXPENDITURES MARCH 31, 2004
-------------- ------------ --------------
Employee Severance $4,375 $4,023 $ 352
Facility Closures 1,806 1,565 241
------ ------ ------
Total $6,181 $5,588 $ 593
====== ====== ======
INTANGIBLES AMORTIZATION
Intangibles amortization for Fiscal 2004 decreased to $246 from $377 for Fiscal
2003 due to the acquired backlog becoming fully amortized in first quarter
Fiscal 2004.
OPERATING INCOME
Operating income for Fiscal 2004 was $75,200, or 14.5% of revenues, compared to
$79,126, or 13.1% of revenues for Fiscal 2003.
The decrease in operating income dollars is primarily due to the decrease in
revenues while the increase in operating income as a percent of revenues was due
primarily to the gross profit percentage improvement and the avoidance of
restructuring expenses in Fiscal 2004, offset in part by the increase in SG&A as
a percent of revenues.
INTEREST EXPENSE, NET
Net interest expense for Fiscal 2004 decreased to $1,808 from $2,826 for Fiscal
2003 due to reduction in the weighted average outstanding debt of approximately
$52,000 for Fiscal 2004 compared to approximately $63,000 for Fiscal 2003 and
the weighted average interest rate reduction of approximately 0.4% during Fiscal
2004.
PROVISION FOR INCOME TAXES
The tax provision for Fiscal 2004 was $26,002, an effective tax rate of 35.5%,
compared to Fiscal
15
2003 of $27,386, an effective tax rate of 36.0%. The tax rate for Fiscal 2004
was lower than Fiscal 2003 due to the change in the overall mix of taxable
income among worldwide offices with differing tax rates. 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. The Company
anticipates that its deferred tax asset benefit is realizable.
NET INCOME
Net income for Fiscal 2004 was $47,243, or 9.1% of revenues, compared to
$48,685, or 8.0% of revenues for Fiscal 2003. The decrease in net income dollars
is primarily due to the year over year decline in revenues. The increase in net
income percentage was due primarily to the gross profit percentage improvement,
the decrease in the tax rate and the avoidance of restructuring expenses in
Fiscal 2004, offset in part by the increase in SG&A as a percent of revenues.
II. 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 an additional $15,936, for a total decrease of 21%.
REVENUES BY GEOGRAPHY
NORTH AMERICA REVENUES
Revenues in North America were $412,247 for Fiscal 2003, a decrease of 23%
compared to $536,037 for Fiscal 2002. The North America revenue decline was
generally due to weak general economic conditions that affected client demand.
If exchange rates relative to the U.S. dollar had remained unchanged from Fiscal
2002, revenues would have decreased by an additional $55, for a total decrease
of 23%.
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 $15,002 of positive
impact of exchange rates relative to the U.S. dollar. If exchange rates relative
to the U.S. dollar had remained unchanged from Fiscal 2002, Europe revenues
would have decreased 11%.
ALL OTHER REVENUES
Revenues for All Other were $39,293 for Fiscal 2003, a decrease of 24% compared
to $51,929 for Fiscal 2002. The revenue decline in these regions was due to weak
general economic conditions that affected client demand, offset by $879 of
positive impact of exchange rates relative to the U.S. dollar. If exchange rates
relative to the U.S. dollar had remained unchanged from Fiscal 2002, All Other
revenues would have decreased 26%.
16
REVENUE BY SERVICE TYPE
HOTLINE SERVICES
Revenues from hotline services were $252,105 for Fiscal 2003, a decrease of 19%
compared to $309,744 for Fiscal 2002. The Company believes the overall decline
in hotline services revenues was driven by weak general economic conditions,
offset in part by $9,790 of positive impact of exchange rates relative to the
U.S. dollar for its international hotline services. If exchange rates relative
to the U.S. dollar had remained unchanged from Fiscal 2002, hotline services
revenue would have decreased 22%.
DATA SERVICES
Revenues from data services were $275,842 for Fiscal 2003, a decrease of 25%
compared to $365,901 for Fiscal 2002. Included in Fiscal 2003 is $5,190 of
revenues from mergers completed after Fiscal 2002. The Company believes the
overall decline in data services revenue was driven by weak general economic
conditions, offset in part by $6,146 of positive impact of exchange rates
relative to the U.S. dollar for its international data services. If exchange
rates relative to the U.S. dollar had remained unchanged from Fiscal 2002, data
services revenue would have decreased 26%.
VOICE SERVICES
Revenues from voice services were $77,070 for Fiscal 2003, an increase of 13%
compared to $68,036 for Fiscal 2002. The voice services revenue increase was due
to the Company's ability to increase market share despite weak general economic
conditions. There was no exchange rate impact on voice service revenues as all
of the Company's voice services revenue is denominated in U.S. dollars.
GROSS PROFIT
Gross profit dollars for Fiscal 2003 decreased to $238,847 from $290,550 for
Fiscal 2002. The decrease in gross profit dollars over the prior year was due to
the decline in revenues. Gross profit as a percent of revenues for Fiscal 2003
increased to 39.5% of revenues from 39.1% of revenues for Fiscal 2002. The
increase in gross profit percentage was due primarily to the positive impact of
cost reduction programs.
Gross profit dollars for hotline services were $128,635, or 51.0% of revenues,
for Fiscal 2003 compared to $150,681, or 48.6% of revenues, for Fiscal 2002.
Gross profit dollars for data services were $85,122, or 30.9% of revenues, for
Fiscal 2003 compared to $117,813, or 32.2% of revenues, for Fiscal 2002. Gross
profit dollars for voice services were $25,090, or 32.6% of revenues, for Fiscal
2003 compared to $22,056, or 32.4% of revenues, for Fiscal 2002.
SG&A EXPENSES
SG&A expenses for Fiscal 2003 were $152,808, a decrease of $29,059 over SG&A
expenses of $181,867, for Fiscal 2002. The dollar decrease from Fiscal 2002 to
Fiscal 2003 was the result of the Company's cost reduction efforts worldwide.
SG&A expenses as a percent of revenues for Fiscal 2003 were 25.3% of revenues
compared to 24.4% of revenues for Fiscal 2002. The percentage increase is due
primarily to the percentage change in revenues being greater than the percentage
change in the overall cost structure.
17
RESTRUCTURING EXPENSE
In the fourth quarter of Fiscal 2003, the Company recorded a restructuring
charge of $6,536 primarily related to adjusting staffing levels and real estate
consolidations. Of this charge, $5,034 related to severance for 245 total team
members ($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 real
estate consolidations.
In the fourth quarter of Fiscal 2002, the Company recorded a restructuring
charge of $3,500 primarily related to adjusting staffing levels and real estate
consolidations. Of this charge, $2,168 related to severance for 105 total team
members ($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 real estate
consolidations.
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 for Fiscal 2003 increased to $377 from $170 for Fiscal
2002 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 percent of revenues is due
to the increase in SG&A and restructuring expenses as a percent of revenues,
offset in part by the gross profit percentage improvement.
INTEREST EXPENSE, NET
Net interest expense for Fiscal 2003 decreased to $2,826 from $6,268 for Fiscal
2002 due to reduction in the weighted average outstanding debt of approximately
$63,000 for Fiscal 2003 compared to approximately $121,000 for Fiscal 2002 and
the weighted average interest rate reduction of approximately 0.3% during Fiscal
2003.
18
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 tax rate
for Fiscal 2003 reflected the implementation of a state tax planning strategy.
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. The
Company anticipates that its deferred tax asset benefit is realizable.
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. The decrease in net income
percentage was due primarily to the increase in SG&A and restructuring expenses
as a percent of revenues, offset in part by the gross profit percentage
improvement and the decrease in the tax rate.
III. LIQUIDITY AND CAPITAL RESOURCES:
CASH FLOWS FROM OPERATING ACTIVITIES
Cash Provided by Operating Activities for Fiscal 2004, 2003 and 2002 was
$74,955, $92,577 and $67,352, respectively. Reflected as a source of cash in
Fiscal 2004 are decreases in accounts receivable, inventories, and other current
assets, offset in part by decreases in accrued liabilities. In both Fiscal 2003
and 2002, the decreases in accounts receivable, inventories and other current
assets were a source of cash, while decreases in accounts payable and accrued
liabilities were a use of cash. These changes were all generally related to the
decline in business.
At March 31, 2004, the Company had cash and cash equivalents of $9,306, working
capital of $109,431 and long-term debt of $35,177.
The Company anticipates that approximately $1,500 to $3,000 will be incurred
during Fiscal 2005 for costs related to documentation and testing requirements
of Section 404, "Management Assessment of Internal Controls," of the
Sarbanes-Oxley Act of 2002.
The Company believes that its cash provided by operating activities and
availability under its credit facility will be sufficient to fund the Company's
working capital requirements, capital expenditures, dividend program, potential
stock repurchases, potential future acquisitions or strategic investments and
other cash needs for the next 12 months.
INVESTING ACTIVITIES
The net cash impact of merger transactions and prior merger-related payments
during Fiscal 2004, 2003 and 2002 was $3,010, $7,822 and $19,372, respectively.
During Fiscal 2004, capital expenditures were $1,673, while capital disposals
were $1,851. Fiscal 2003 capital expenditures were $1,557, while capital
disposals were $1,253 and Fiscal 2002 capital expenditures were $3,797, while
capital disposals were $2,805. Capital expenditures for Fiscal 2005 are
projected to be $5,000 to $7,000 and will be spent primarily on information
systems, general equipment and facility improvements.
19
FINANCING ACTIVITIES
TOTAL DEBT
On April 4, 2000, Black Box Corporation of Pennsylvania, 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, the 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. On June 20, 2003, the credit agreement was amended to allow
Citizens Bank to provide to the Company a swing line facility under the
agreement. The swing line facility enables Citizens Bank to lend up to $5,000 at
the bank's 30-day Euro-dollar rate plus 1.00% rather than the prime rate. The
Company has received commitments from its lenders to extend the Long Term
Revolver until August 31, 2008 and expects to finalize the agreement in the near
future. The Company seeks to renew the Long-Term Revolver to refinance the
existing borrowings and to provide borrowings for potential merger activities,
should the opportunity arise, potential stock repurchases or for general
corporate purposes.
The Company's total debt at March 31, 2004 of $36,238 was comprised of $35,000
under the Long Term Revolver and $1,238 of various other third party loans. The
weighted average interest rate on all indebtedness of the Company at March 31,
2004 and 2003 was approximately 1.8% and 2.2%, respectively. In addition, at
March 31, 2004 the Company had $7,909 of letters of credit outstanding and
$77,091 available under the Long Term Revolver.
Interest on the Long Term Revolver 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, 2004) on the Euro-dollar
rate option and from zero to 0.75% (zero at March 31, 2004) on the prime rate
option. The Long Term Revolver 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,
2004). The Long Term Revolver is unsecured and the debt contains various
restrictive covenants.
DIVIDENDS
Beginning in the third quarter of Fiscal 2003 and in all subsequent quarters,
the Company's Board of Directors declared quarterly cash dividends of $0.05 per
share on all outstanding shares of Common Stock. Beginning with its August 2004
dividend declaration, the Company expects to increase its current annual
dividend payment rate of $0.20 to $0.24 so as to provide an additional return on
investment to its stockholders.
Dividends declared in Fiscal 2004 and 2003 were $3,605 and $1,936, respectively.
The dividend declared in the fourth quarter of Fiscal 2004 totaled $903 and was
paid on April 15, 2004 to stockholders of record at the close of business on
March 31, 2004. While the Company
20
expects to continue to declare dividends for the foreseeable future, there can
be no assurance as to the timing or amounts of such dividends.
TREASURY STOCK
The Company previously announced intentions to repurchase up to 6.5 million
shares of its Common Stock from April 1, 1999 through March 31, 2004. During
Fiscal 2004, the Company repurchased approximately 1.7 million shares for an
aggregate purchase price of $76,338 and paid $4,719 for treasury share
repurchases payable in relation to Fiscal 2003 repurchases. During Fiscal 2003,
repurchases also totaled approximately 1.7 million shares for an aggregate
purchase price of $63,192. Since inception of the repurchase program in April
1999 through March 31, 2004, the Company has repurchased in aggregate
approximately 5.5 million shares for $240,000. Funding for the stock repurchases
came primarily from cash provided by operating activities. Additional
repurchases of stock may occur from time to time depending upon factors such as
the Company's cash flows and general market conditions. The Company believes
that its share repurchase program has been a prudent use of its cash by
increasing the Company's earnings per share and helping to offset share
issuances from stock option exercises and its acquisition program. 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.
FOREIGN CURRENCY EXCHANGE IMPACT
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, Mexico and Singapore 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. Gains and losses
realized on contracts at maturity and any gain or loss on the satisfaction of
intercompany amounts is recorded as a component of operating income.
At March 31, 2004, the open foreign exchange contracts related to intercompany
transactions were in Australian dollar, Canadian dollar, Danish krone, Euro,
Norwegian kroner, Pound sterling, Swedish krona, Swiss franc and Japanese yen.
These open contracts are valued at approximately $15,435 and will expire within
six months. The open contracts have contract rates of 1.3323 to 1.3387
Australian dollar, 1.3094 to 1.3343 Canadian dollar, 5.877 to 6.1447 Danish
krone, 0.8280 to 0.8098 Euro, 6.6614 to 7.0343 Norwegian kroner, 0.5423 to
0.5524 Pound Sterling, 7.2946 to 7.9703 Swedish krona, 1.2529 to 1.2610 Swiss
franc and 105.5 to 110.69 Japanese yen, all per U.S. dollar.
CONTRACTUAL OBLIGATIONS
As of March 31, 2004, the Company had contractual obligations as follows:
21
PAYMENTS DUE BY PERIOD
----------------------------------------------------
LESS THAN 1-3 3-5 MORE THAN
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR YEARS YEARS 5 YEARS
------- --------- ------- ------- ---------
Long-term debt obligations $36,238 $ 1,061 $35,132 $ 45 $ --
Capital lease obligations -- -- -- -- --
Operating lease obligations 8,214 3,457 3,536 1,102 119
Purchase obligations -- -- -- -- --
Other long-term liabilities
reflected on the Registrant's
Balance Sheet under GAAP 414 -- 414 -- --
------- ------- ------- ------- -------
Total $44,866 $ 4,518 $39,082 $ 1,147 $ 119
------- ------- ------- ------- -------
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.
For its data and voice services, the Company recognizes revenues on service
tickets that are performed on an unspecified time and material basis with a
short duration (generally less than one week) when the work is fully completed,
all costs are applied to the job, the job is closed and invoicing to the client
is completed. Revenues from projects where expected costs and revenues are known
(generally with a duration of greater than one month,) 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.
22
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, loss contingencies 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. The Company's policy is to
fully reserve for accounts receivable when an account is determined to be
uncollectable. When it is deemed necessary to employ external collection agency
efforts, a portion of the receivable is reserved and if legal intervention is
required, then a greater percentage of the amount is reserved. In certain other
instances, a greater reserve may occur. In addition to specific reserves, a
general reserve is provided based upon the age of the receivable.
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. The
Company's policy is to establish reserves for inventory based upon sales history
and in some instances, to establish a general reserve.
LOSS CONTINGENCIES: The Company accrues for loss contingencies when it is
determined that an unfavorable outcome is probable and estimable.
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 and indefinite life intangibles 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.
23
In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," the
Company is required to test goodwill and indefinite life intangibles 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
$380,769 of goodwill as of March 31, 2004 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. 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.
VI. RISK FACTORS:
The Company operates in a highly competitive industry:
- The Company has 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:
- 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.
- 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
24
fluctuations in intercompany transactions denominated in foreign
currencies.
Business is dependent upon the Company's key personnel:
- 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 key
personnel were to leave Black Box, the Company's business could be
adversely affected.
VII. 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, 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, the ability of the Company to
identify, acquire and operate additional technical service companies 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.
25
ITEM 7(a) - 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, 2004, the Company had
total open contracts valued at approximately $15,435 with a fair value of
approximately $15,643.
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
$35,000 of variable rate debt. At March 31, 2004, an instantaneous 100 basis
point increase in the interest rate would reduce the Company's expected net
income in the subsequent year by $226, assuming the Company employed no
intervention strategies.
The Company does not hold or issue any other financial derivative instruments
nor does it engage in speculative trading of financial derivatives.
26
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BLACK BOX CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
Report of Independent Public Accountants
Consolidated Statements of Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
27
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the related
consolidated statements of income, shareholders' equity and cash flows for the
years then ended. Our audit also included the financial statement schedule
listed in the index at Item 15(a)2 for the years ended March 31, 2004 and 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 for
the fiscal year ended March 31, 2002 were audited by other auditors who have
ceased operations. Those auditors expressed an unqualified opinion on those
financial statements and supplemental schedule in their reports dated April 26,
2002 before the restatement adjustments described in Note 13. Their report also
contained an explanatory paragraph related to the Company's change in accounting
for goodwill and other intangible assets.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (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, 2004 and 2003, and the consolidated
results of their operations and their cash flows for the years then ended in
conformity with U.S. generally accepted accounting principles. Also in our
opinion, the financial statement schedule for the years ended March 31, 2004 and
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 for the fiscal year ended March 31, 2002 were audited by other
auditors who have ceased operations. As described in Note 13, the Company
changed the composition of its reportable segments in 2003, and the amounts in
the 2002 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 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 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 financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
June 10, 2004
28
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 Sheets as of March 31, 2002 and 2001, and the Consolidated
Statements of Income, Changes in Stockholders' Equity and Cash Flows for each of
the two years in the period ended March 31, 2001 referred to below, are not
included in this filing on Form 10-K. In addition, the note reference in the
fourth paragraph is now Note 4.
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
29
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
YEAR ENDED MARCH 31,
--------------------------------------
2004 2003 2002
-------- -------- --------
Revenues $520,412 $605,017 $743,681
Cost of sales 304,161 366,170 453,131
-------- -------- --------
Gross profit 216,251 238,847 290,550
Selling, general and administrative expenses 140,805 152,808 181,867
Restructuring expense -- 6,536 3,500
Intangibles amortization 246 377 170
-------- -------- --------
Operating income 75,200 79,126 105,013
Interest expense, net 1,808 2,826 6,268
Other expense, net 147 229 275
-------- -------- --------
Income before income taxes 73,245 76,071 98,470
Provision for income taxes 26,002 27,386 36,428
-------- -------- --------
Net income $ 47,243 $ 48,685 $ 62,042
======== ======== ========
Basic earnings per common share $ 2.60 $ 2.46 $ 3.11
Diluted earnings per common share $ 2.52 $ 2.39 $ 2.97
Weighted average common shares 18,173 19,781 19,936
Weighted average common and common equivalent shares 18,766 20,342 20,860
-------- -------- --------
Dividends declared per common share $ 0.20 $ 0.10 $ --
======== ======== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
30
BLACK BOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)
MARCH 31,
--------------------------
2004 2003
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 9,306 $ 14,043
Accounts receivable, net of allowance for doubtful accounts of
$10,426 and $11,710, respectively 97,203 100,263
Inventories, net of allowance for reserves of $4,840 and $3,981, respectively 40,162 40,047
Costs and estimated earnings in excess of billings on uncompleted contracts 13,763 18,261
Deferred tax asset 4,131 5,425
Other current assets 9,610 10,627
--------- ---------
Total current assets 174,175 188,666
Property, plant and equipment, net 29,269 34,737
Goodwill, net 380,769 369,790
Intangibles, net 29,546 29,509
Other assets 2,530 4,027
--------- ---------
Total assets $ 616,289 $ 626,729
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt $ 1,061 $ 926
Accounts payable 30,709 30,508
Billings in excess of costs and estimated earnings on uncompleted contracts 5,665 3,295
Accrued compensation and benefits 6,836 6,860
Accrued restructuring expenses 593 6,181
Other accrued expenses 16,185 19,364
Accrued income taxes 3,695 2,940
--------- ---------
Total current liabilities 64,744 70,074
Long-term debt 35,177 49,453
Deferred taxes 11,050 12,273
Other liabilities 414 507
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 23,393,678 and
22,594,034 shares, respectively; outstanding 17,859,330 and 18,771,534
shares, respectively 23 23
Additional paid-in capital 324,219 295,271
Retained earnings 402,675 359,037
Treasury stock, at cost, 5,534,348 and 3,822,500 shares, respectively (239,885) (163,547)
Accumulated other comprehensive income 17,872 3,638
--------- ---------
Total stockholders' equity 504,904 494,422
--------- ---------
Total liabilities and stockholders' equity $ 616,289 $ 626,729
========= =========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31
BLACK BOX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands, Except Share Amounts)
ACCUMULATED
ADDITIONAL OTHER
PREFERRED STOCK COMMON STOCK PAID-IN RETAINED TREASURY COMPREHENSIVE
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS STOCK INCOME TOTAL
-------- -------- ---------- ------- ---------- -------- --------- ------------- --------
BALANCE AT MARCH 31, 2001 0 $ 0 21,406,367 $ 21 $248,053 $250,246 $(100,355) $ (9,014) $388,951
Comprehensive income:
Net income 62,042 62,042
Foreign currency
translation adjustment (389) (389)
Unrealized gains on
derivatives designated
and qualified as cash
flow hedges, net of tax (323) (323)
Reclassification of
unrealized losses on
expired derivatives 155 155
--------
Comprehensive income 61,485
Dividends declared
Purchase of treasury stock
Issuance of common stock 654,562 1 28,070 28,071
Exercise of options, net of
tax 290,120 8,954 8,954
Tax benefit from exercised
options 2,637 2,637
- -------- ---------- ------- -------- -------- --------- -------- --------
BALANCE AT MARCH 31, 2002 0 $ 0 22,351,049 $ 22 $287,714 $312,288 $(100,355) $ (9,571) $490,098
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, net of tax 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, net of
tax 219,149 4,767 4,767
Tax benefit from exercised
options 1,822 1,822
- -------- ---------- ------- -------- -------- --------- -------- --------
BALANCE AT MARCH 31, 2003 0 0 22,594,034 23 295,271 359,037 (163,547) 3,638 494,422
Comprehensive income:
Net income 47,243 47,243
Foreign currency
translation adjustment 14,013 14,013
Unrealized gains on
derivatives designated
and qualified as cash
flow hedges, net of tax 454 454
Reclassification of
unrealized gains on
expired derivatives (233) (233)
--------
Comprehensive income 61,477
Dividends declared (3,605) (3,605)
Purchase of treasury stock (76,338) (76,338)
Exercise of options, net of
tax 799,644 22,159 22,159
Tax benefit from exercised
options 6,789 6,789
- -------- ---------- ------- -------- -------- --------- -------- --------
BALANCE AT MARCH 31, 2004 0 $ 0 23,393,678 $ 23 $324,219 $402,675 $(239,885) $ 17,872 $504,904
= ======== ========== ======= ======== ======== ========= ======== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
32
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
YEAR ENDED MARCH 31,
2004 2003 2002
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 47,243 $ 48,685 $ 62,042
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization 6,765 8,016 8,293
Gain on sale of property (531) -- --
Deferred tax provision/(benefit) 2,386 (7,811) --
Tax benefit from exercised options (6,789) (1,822) (2,637)
Changes in working capital items:
Accounts receivable, net 7,486 23,111 51,574
Inventories, net 1,144 7,994 5,703
Other current assets 17,468 27,898 5,688
Accounts payable 362 (6,717) (40,811)
Accrued compensation and benefits (43) (2,629) (8,080)
Accrued expenses (4,270) (10,126) (552)
Accrued income taxes 1,361 (383) (11,590)
Other long-term liabilities 2,373 6,361 (2,278)
---------- ---------- ----------
Cash provided by operating activities 74,955 92,577 67,352
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (1,673) (1,557) (3,797)
Capital disposals 1,851 1,253 2,805
Merger transactions and prior merger-related payments, net of
cash acquired of $0, $1,751 and $8,460, respectively (3,010) (7,822) (19,372)
---------- ---------- ----------
Cash used in investing activities (2,832) (8,126) (20,364)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings (229,914) (132,465) (190,410)
Proceeds from borrowings 215,600 103,750 139,500
Proceeds from the exercise of options 22,159 4,767 11,591
Payment of dividends (3,663) (975) --
Purchase of treasury stock (81,057) (58,473) --
---------- ---------- ----------
Cash used in financing activities (76,875) (83,158) (39,319)
---------- ---------- ----------
Foreign currency exchange impact on cash 15 (673) (455)
---------- ---------- ----------
(Decrease)/increase in cash and cash equivalents (4,737) 620 7,214
Cash and cash equivalents at beginning of year 14,043 13,423 6,209
---------- ---------- ----------
Cash and cash equivalents at end of year $ 9,306 $ 14,043 $ 13,423
========== ========== ==========
SUPPLEMENTAL CASH FLOW:
Cash paid for interest $ 1,808 $ 2,826 $ 7,174
Cash paid for income taxes 25,176 28,120 47,603
Non-cash financing activities:
Dividends payable 903 961 --
Treasury stock repurchases payable -- 4,719 --
Merger transactions:
Fair value of assets acquired -- $ 8,081 $ 34,784
Fair value of liabilities assumed -- (1,691) (12,046)
---------- ---------- ----------
Cash paid -- 6,390 22,738
Other cash payments related to mergers 3,010 3,183 4,094
Less cash acquired -- (1,751) (8,460)
---------- ---------- ----------
Net cash paid for mergers $ 3,010 $ 7,822 $ 19,372
========== ========== ==========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
33
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 data and voice services, the Company recognizes revenues on service
tickets that are performed on an unspecified time and material basis with a
short duration (generally less than one week) when the work is fully completed,
all costs are applied to the job, the job is closed and invoicing to the client
is completed. Revenues from projects where expected costs and revenues are known
(generally with a duration of greater than one month) 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. Billings 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 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. Specific
accounts are evaluated on a case by case basis before they are written off.
INVENTORIES: The Company's inventories are stated at the lower of cost or
market. The first-in, first-out average cost method is used to value the
majority of the inventory. However, some locations of the Company use other
methods, including first-in first-out and actual current costs. The net
inventory balances at March 31 are as follows:
34
2004 2003
---- ----
Raw materials $ 649 $ 1,909
Finished goods 44,353 42,119
--------- ---------
Subtotal 45,002 44,028
Excess and obsolete inventory reserves
(4,840) (3,981)
--------- ---------
Inventory, net $ 40,162 $ 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. Depreciation expense for Fiscal
2004, 2003 and 2002 was $6,519, $7,639 and $8,123, respectively.
Property, plant and equipment balances, net of accumulated depreciation, at
March 31 are as follows:
2004 2003
---- ----
Land $ 2,369 $ 2,405
Building and improvements 25,443 26,619
Machinery 52,622 51,431
--------- ---------
Subtotal 80,434 80,455
Accumulated depreciation (51,165) (45,718)
--------- ---------
Property, plant and equipment, net $ 29,269 $ 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 are as follows:
2004 2003
---- ----
Balance as of March 31, 2003 $ 184 $ 185
Additions to provision 122 119
Charges against provision (122) (120)
------ ------
Balance as of March 31, 2004 $ 184 $ 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," with pro forma disclosure as
required by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure."
Under APB No. 25, no compensation cost has been recognized to date 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:
35
2004 2003 2002
---- ---- ----
Net income As reported $ 47,243 $ 48,685 $ 62,042
Plus: Compensation expense -- -- --
Less: Stock-based employee compensation under fair-value
based method for all awards, net of related tax
effects (9,881) (8,811) (6,521)
--------- ---------- ----------
Pro forma $ 37,362 $ 39,874 $ 55,521
--------- ---------- ----------
Basic earnings per share As reported $ 2.60 $ 2.46 $ 3.11
Pro forma $ 2.06 $ 2.02 $ 2.78
--------- ---------- ----------
Diluted earnings per share As reported $ 2.52 $ 2.39 $ 2.97
Pro forma $ 1.99 $ 1.96 $ 2.66
========= ========== ==========
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:
2004 2003 2002
---- ---- ----
Expected life (in years) 4.8 4.5 4.6
Risk free interest rate 3.7% 4.5% 4.8%
Volatility 55% 51% 52%
Dividend yield 0.1% --% --
==== ==== ====
COLLECTIVE BARGAINING AGREEMENTS: As of March 31, 2004, the Company had
approximately 2,800 team members worldwide of which approximately 450 are
subject to collective bargaining agreements.
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.
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, Mexico and Singapore 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
36
transactions, primarily trade receivables and loans. 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. All of the
contracts have been designated as cash flow hedges, which seek to hedge
anticipated cash flows from cross-border intercompany sales of product and
services and intercompany loan activity. 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
and payables, 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 is recorded as a component of operating
income. The Company recognized approximately $3,600 in gains on matured
contracts for Fiscal 2004. While, during Fiscal 2004, the Company did not
terminate any contracts or encounter any transactions that became unlikely to
occur, any gains or losses in these instances would be recorded as a component
of operating income. Although the Company determined that no hedge
ineffectiveness occurred during Fiscal 2004, such gains or losses would be
recorded as a component of operating income.
The Company's policy regarding risk management of financial derivative
instruments is to seek to match cash remittances for its foreign
currency-denominated trade receivables and loans with a forward exchange
contract, with no resulting gain or loss.
At March 31, 2004, the open foreign exchange contracts were in Australian
dollar, Canadian dollar, Danish krone, Euro, Norwegian kroner, Pound sterling,
Swedish krona, Swiss franc and Japanese yen. These open contracts are valued at
approximately $15,435 and will expire within six months. The open contracts have
contract rates of 1.3323 to 1.3387 Australian dollar, 1.3094 to 1.3343 Canadian
dollar, 5.877 to 6.1447 Danish krone, 0.8280 to 0.8098 Euro, 6.6614 to 7.0343
Norwegian kroner, 0.5423 to 0.5524 Pound Sterling, 7.2946 to 7.9703 Swedish
krona, 1.2529 to 1.2610 Swiss franc and 105.5 to 110.69 Japanese yen, 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 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.
NOTE 2: FISCAL YEARS AND BASIS OF PRESENTATION
The Company's fiscal year ends on March 31. For the periods presented, its
fiscal quarters consists of 13 weeks and end on the Sunday nearest each calendar
quarter end. Beginning in Fiscal 2005, the
37
Company will change its fiscal quarters to end on the Saturday nearest each
calendar quarter end.
NOTE 3: CHANGES IN BUSINESS
During Fiscal 2004 and 2003, the Company paid $3,010 and $3,183, respectively,
for obligations related to mergers completed in prior periods.
As of March 31, 2004, certain merger agreements provide for contingent payments
of up to $1,860. Upon meeting future operating performance goals, goodwill will
be adjusted for the amount of the contingent payments.
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.
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,
----------------------------
2004 2003
(UNAUDITED) (UNAUDITED)
----------- -----------
Revenue As reported $ 520,412 $ 605,017
Mergers-pre Black Box -- 2,931
---------- ---------
Pro forma 520,412 607,948
---------- ---------
Net income As reported $ 47,243 $ 48,685
% of revenues 9.1% 8.0%
Mergers-pre Black Box -- 216
% of revenues -- 7.4%
---------- ---------
Pro forma 47,243 48,901
% of revenues 9.1% 8.0%
---------- ---------
Diluted earnings per share As reported $ 2.52 $ 2.39
Pro forma 2.52 2.40
========== =========
NOTE 4: 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, on October 1
of Fiscal 2002 and Fiscal 2003, the Company conducted its annual impairment
analysis and no impairment existed. During the fourth quarter of Fiscal 2003,
the Company changed its reportable segments and
38
in accordance with SFAS No. 142, evaluated its intangibles for impairment and
none existed. Most recently, as of October 1, 2003, the Company conducted its
annual impairment analysis and no impairment existed. During the third quarter
of each future fiscal year, the Company will evaluate its non-amortizable
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.
As of March 31, 2004 and 2003, the Company's trademarks had a net carrying
amount of $27,739. 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
--------------------- ------------------------
2004 2003 2004 2003
---- ---- ---- ----
Non-Compete Agreements $ 2,246 $ 2,039 $ 439 $ 290
Acquired Backlog 331 307 331 286
------- ------- --------- -------
Total $ 2,577 $ 2,346 $ 770 $ 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, 2004 was $225 and $21, respectively.
As of March 31, 2004, the acquired backlog intangibles were fully amortized.
Amortization expense for the non-compete agreements and acquired backlog
intangibles during the year ended March 31, 2003 was $186 and $191,
respectively. The estimated amortization expense for each of the five fiscal
years subsequent to March 31, 2004 for the non-compete agreements intangibles is
$225.
The changes in the carrying amount of goodwill for the year ended March 31,
2004, are as follows:
NORTH
AMERICA EUROPE ALL OTHER TOTAL
------- ------ --------- -----
Balance as of March 31, 2003 $ 309,214 $ 58,973 $ 1,603 $ 369,790
Goodwill during the period related to:
Currency translation (144) 8,033 246 8,135
Actual earnout payments and other related
payments 2,370 168 122 2,660
Other -- 184 -- 184
=========== =========== =========== ===========
Balance as of March 31, 2004 $ 311,440 $ 67,358 $ 1,971 $ 380,769
=========== =========== =========== ===========
NOTE 5: INDEBTEDNESS
Long-term debt at March 31 is as follows:
39
2004 2003
---- ----
Revolving credit agreement $ 35,000 $ 49,100
Other debt 1,238 1,279
--------- ---------
Total debt 36,238 50,379
Less: current portion (1,061) (926)
--------- ---------
Long-term debt $ 35,177 $ 49,453
========= =========
On April 4, 2000, Black Box Corporation of Pennsylvania, 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, the 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. On June 20, 2003, the credit agreement was amended to allow Citizens
Bank to provide to the Company a swing line facility under the agreement. The
swing line facility enables Citizens Bank to lend up to $5,000 at the bank's
30-day Euro-dollar rate plus 1.00% rather than the prime rate. During Fiscal
2004, the maximum amount and weighted average balance outstanding under the Long
Term Revolver was $65,750 and $52,373, respectively. At March 31, 2004, the
Company had $7,909 of letters of credit outstanding and $77,091 available under
the Long Term Revolver.
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, 2004, the
margin was 0.75% on the Euro-dollar rate option and zero on the prime rate
option. The Long Term Revolver 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, 2004, the
commitment fee percentage was 0.25% on the Long Term Revolver. The Long Term
Revolver 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. At March 31, 2004, the
Company is in compliance with its debt covenants. The weighted average interest
rate on all indebtedness of the Company at March 31, 2004 and 2003 was
approximately 1.8% and 2.2%, respectively.
Other debt is composed of various bank and third party 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, 2004, the Company had $7,909 of letters of credit outstanding.
The aggregate amount of the minimum principal payments for each of the five
fiscal years subsequent to March 31, 2004 for all indebtedness outstanding at
the end of Fiscal 2004 is as follows: 2005 - $1,061; 2006 - $35,132; 2007 - $0;
2008 - $45; and 2009 - $0.
40
The fair value of the Company's debt at March 31, 2004 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 6: INCOME TAXES
The domestic and foreign components of pretax income from continuing operations
for the years ended March 31 are as follows:
2004 2003 2002
---- ---- ----
Domestic $ 59,516 $ 63,572 $ 77,874
Foreign 13,729 12,499 20,596
--------- --------- ---------
Consolidated $ 73,245 $ 76,071 $ 98,470
========= ========= =========
The provision/(benefit) for income tax charged to continuing operations for the
years ended March 31 are as follows:
2004 2003 2002
---- ---- ----
Current:
Federal $ 20,356 $ 17,560 $ 21,796
State 1,151 1,948 2,669
Foreign 4,629 4,555 6,536
--------- --------- ---------
Total current 26,136 24,063 31,001
Deferred (134) 3,323 5,427
--------- --------- ---------
Total provision for income taxes $ 26,002 $ 27,386 $ 36,428
========= ========= =========
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:
2004 2003 2002
---- ---- ----
Federal statutory tax rate 35.0% 35.0% 35.0%
Foreign taxes, net of foreign tax credits -- (0.2) (0.9)
State income taxes, net of federal benefit 0.6 1.8 2.1
Other, net (0.1) (0.6) 0.8
----- ---- ----
Effective tax rate 35.5% 36.0% 37.0%
===== ==== ====
The components of current and long-term deferred tax liabilities/assets at March
31 are as follows:
41
2004 2003
---- ----
DEFERRED TAX LIABILITIES:
Tradename and trademarks $ 9,689 $ 9,686
Amortization of intangibles 4,235 3,224
Unremitted earnings of Japanese subsidiary 888 1,673
Basis of fixed assets 888 814
-------- --------
Gross deferred tax liabilities 15,700 15,397
-------- --------
DEFERRED TAX ASSETS:
Net operating losses 4,512 3,989
Foreign tax credit carryforwards 888 2,060
Allowance for doubtful accounts 1,254 1,873
Basis of finished goods inventory 658 687
Other 2,627 926
-------- --------
Gross deferred tax assets 9,939 9,535
Valuation allowance (1,158) (986)
-------- --------
Net deferred tax assets 8,781 8,549
-------- --------
Net deferred tax liabilities $ 6,919 $ 6,848
======== ========
At March 31, 2004, the Company had $1,750, $29,376 and $10,264 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 fiscal years 2005 through 2007. The state net operating
loss carryforwards expire at various times through Fiscal 2024 and the foreign
net operating loss carryforwards expire at various times through Fiscal 2013,
with the exception of $692 for Belgium, which has no expiration.
A valuation allowance is provided when it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The Company has
recorded a valuation allowance of $1,158 for certain foreign net operation loss
carryforwards anticipated to produce no tax benefit. The valuation allowance
was increased in Fiscal 2004 by $173 to be applied against certain foreign net
operating loss carryforwards.
In general, except for certain earnings in Japan, it is management's intention
to reinvest undistributed earnings of foreign subsidiaries, which aggregate
approximately $21,638 based on exchange rates at March 31, 2004. 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.
NOTE 7: COMMITMENTS AND CONTINGENCIES
The Company leases certain equipment and facilities under noncancelable
operating lease agreements, which contain renewal options. Rent expense under
these operating leases for the years ended March 31, 2004, 2003 and 2002 was
$9,395, $10,779 and $10,085, respectively. At March 31, 2004, the minimum lease
commitments under all noncancelable operating leases for the next five years are
as follows: 2005 - $3,457; 2006 - $2,144; 2007 - $1,392; 2008 - $733; 2009 -
$369; and thereafter - $119.
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,
as previously disclosed in the Company's annual report on Form 10-K for the
fiscal year ended March 31, 2003 and in its quarterly reports on Form 10-Q for
the quarters ended September 28, 2003 and December 28, 2003, an arbitration
award (including interest and costs through March 31, 2004) against the Company
for approximately $1.6 million is being appealed.
42
As previously disclosed in the Company's annual report on Form 10-K for the
fiscal year ended March 31, 2003 and in its quarterly reports on Form 10-Q for
the quarters ended September 28, 2003 and December 28, 2003, an arbitration
award was entered against the Company for approximately $1.5 million. During the
pendency of an appeal of the award, the Company entered into a final settlement
of this matter in exchange for a payment by the Company of $1.38 million.
As previously disclosed in the Company's annual report on Form 10-K for the
fiscal year ended March 31, 2003 and in its quarterly reports on Form 10-Q for
the quarters ended September 28, 2003 and December 28, 2003, the Company had
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. These actions were consolidated in a
lawsuit in the United States District Court for the Western District of
Pennsylvania in a case captioned In Re Black Box Corporation Securities
Litigation (Civil Action No. 03-CV-412). On October 3, 2003, the plaintiffs in
this action filed a Consolidated Class Action Complaint in this matter. The
Company subsequently filed a Motion to Dismiss plaintiffs' consolidated
complaint. During the pendency of this motion, the parties entered into a
Stipulation and Agreement of Settlement. The preliminary settlement provides for
the payment of $2 million into a settlement fund, an amount within the limits of
the Company's directors' and officers' policy, most of which will be covered
under such policy. This payment is in exchange for a full and complete release
of any and all claims against defendants. The settlement is subject to (1)
plaintiffs' counsel determining, through limited confirmatory discovery, that
the settlement is fair, reasonable and adequate, (2) the notice and hearing
procedures that pertain to federal court class actions and (3) final approval of
the court.
Based on the facts currently available to the Company, management believes its
legal matters are adequately provided for, covered by insurance, without merit,
or not probable that an unfavorable outcome will result.
As previously disclosed in its Current Report on Form 8-K filed on October 28,
2003 and in its quarterly reports on Form 10-Q for the quarter ended September
28, 2003 and December 28, 2003, the Company received a formal order of
investigation issued by the Securities and Exchange Commission (the "SEC"). In
connection therewith, during the quarter ended December 28, 2003, the Company
and several of its officers, directors, team members and independent auditors
provided information to the Staff of the SEC. In late January 2004, the SEC
requested information relating to Fiscal 2002 from the Company's independent
auditors pursuant to an additional subpoena. The Company intends to continue to
cooperate fully with the inquiry.
NOTE 8: 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,
2004, 2003 and 2002 was $2,523, $0 and $3,365, respectively.
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.
43
The total Company contribution for the years ended March 31, 2004, 2003 and 2002
was $2,992, $2,896 and $3,185, 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 7,450,000
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.
The Directors Plan authorizes the issuance of options and SARs for up to 210,000
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:
2004 2003 2002
---- ---- ----
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
(Shares in thousands) SHARES PRICE SHARES PRICE SHARES PRICE
------ --------- ------ -------- ------ ---------
Outstanding at beginning
of year 4,487 $ 34.30 4,089 $ 33.69 3,678 $ 31.95
Granted 911 39.68 711 35.09 833 41.51
Exercised (799) 27.71 (219) 22.06 (290) 30.86
Forfeited (93) 39.01 (94) 42.26 (132) 41.35
--------- --------- --------- --------- --------- ---------
Outstanding at end of year 4,414 $ 36.40 4,487 $ 34.30 4,089 $ 33.69
Exercisable at end of year 2,935 $ 34.93 3,035 $ 32.25 2,519 $ 28.24
Weighted average incremental fair value of
options granted during the year using
Black-Scholes option pricing model $ 20.00 $ 15.67 $ 29.07
========= ========= =========
The following table summarizes information about the stock options outstanding
at March 31, 2004:
44
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------- -------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF SHARES CONTRACTUAL EXERCISE SHARES EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- --------------- ----------- ---- ----- ----------- -----
$9.78 - $13.30 90,000 0.4 year $ 10.13 90,000 $ 10.13
$13.3001 - $19.95 208,000 1.2 years 14.91 208,000 14.91
$19.9501 - $26.60 444,014 3.9 years 22.32 444,014 22.32
$26.6001 - $33.25 757,865 6.0 years 29.64 515,843 30.14
$33.2501 - $39.90 25,083 5.2 years 34.81 18,580 35.04
$39.9001 - $46.55 2,718,158 7.7 years 42.29 1,487,729 42.96
$46.5501 - $53.20 166,562 5.6 years 49.40 166,562 49.40
$53.2001 - $59.85 1,668 5.8 years 55.88 1,668 55.88
$59.8501 - $66.50 2,500 5.8 years 63.88 2,500 63.88
- ----------------- ----------- ------------ -------- ----------- -----------
$ 9.78 - $66.50 4,413,850 6.5 years $ 36.40 2,934,896 $ 34.93
================= =========== ============ ======== =========== ===========
NOTE 9: 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) 2004 2003 2002
- --------------------- ---- ---- ----
Net income for earnings per share computation $ 47,243 $ 48,685 $ 62,042
--------- --------- ---------
Basic earnings per common share:
Weighted average common shares 18,173 19,781 19,936
Basic earnings per common share $ 2.60 $ 2.46 $ 3.11
--------- --------- ---------
Diluted earnings per common share:
Weighted average common shares 18,173 19,781 19,936
Shares issuable from assumed conversion of stock options and
contingently issuable shares
from acquisitions, net of tax savings 593 561 924
--------- --------- ---------
Weighted average common and common equivalent shares
18,766 20,342 20,860
Diluted earnings per common share $ 2.52 $ 2.39 $ 2.97
========= ========= =========
The Company also has 941,749 shares, 1,648,000 shares and 10,000 shares issuable
upon the exercise of outstanding stock options for Fiscal 2004, 2003 and 2002,
respectively. The exercise price of such options was greater than the average
market price for those time periods and as such do not impact the diluted
weighted average share calculations during the periods presented above.
NOTE 10: TREASURY STOCK
The Company previously announced intentions to repurchase up to 6.5 million
shares of its Common
45
Stock from April 1, 1999 through March 31, 2004. During Fiscal 2004, the Company
repurchased approximately 1.7 million shares for an aggregate purchase price of
$76,338 and paid $4,719 for treasury share repurchases payable in relation to
Fiscal 2003 repurchases. During Fiscal 2003, repurchases also totaled
approximately 1.7 million shares for an aggregate purchase price of $63,192.
Since inception of the repurchase program in April 1999 through March 31, 2004,
the Company has repurchased in aggregate approximately 5.5 million shares for
$240,000. Funding for the stock repurchases came primarily from cash flow from
operations. 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 11: COMPREHENSIVE INCOME
The components of accumulated other comprehensive income consisted of the
following as of March 31:
2004 2003
------- -------
Foreign currency translation adjustment $17,418 $ 3,405
Unrealized gains on derivatives designated and qualified as cash flow
hedges, net of reclassification of unrealized gains on expired
derivatives, net of $250 and $131 of tax, respectively 454 233
------- -------
Total accumulated other comprehensive income $17,872 $ 3,638
======= =======
NOTE 12: RESTRUCTURING
In the fourth quarter of Fiscal 2003, the Company recorded a restructuring
charge of $6,536 primarily related to adjusting staffing levels and real estate
consolidations. Of this charge, $5,034 related to severance for 245 total team
members ($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 real
estate costs.
In the fourth quarter of Fiscal 2002, the Company recorded a restructuring
charge of approximately $3,500 primarily related to adjusting staffing levels
and real estate consolidations. Of this charge, $2,168 related to severance for
105 total team members ($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
real estate consolidations.
The components of the charge and the restructuring accruals at March 31, 2003
and 2004 are as follows:
46
EMPLOYEE SEVERANCE FACILITY CLOSURES TOTAL
------------------ ----------------- -------
Accrued March 31, 2002 $ 1,443 $ 1,439 $ 2,882
Total charge 5,034 1,502 6,536
Cash expenditures (2,102) (556) (2,658)
Asset write-downs -- (579) (579)
------- ------- -------
Accrued March 31, 2003 4,375 1,806 6,181
Cash expenditures (4,023) (1,565) (5,588)
------- ------- -------
Accrued March 31, 2004 $ 352 $ 241 $ 593
======= ======= =======
NOTE 13: 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. This is consistent with how the Company is
organized and how the business is managed on a day-to-day basis. 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.
Summary information by reportable segment is as follows for the years ended
March 31:
NORTH AMERICA 2004 2003 2002
------------- ---- ---- ----
Revenues $341,299 $412,247 $533,410
Operating income 44,281 53,079 65,500
Depreciation 4,515 5,363 5,698
Amortization 46 131 46
Segment assets 557,239 586,339 611,675
======== ======== ========
EUROPE 2004 2003 2002
------ ---- ---- ----
Revenues $142,158 $153,477 $155,715
Operating income 21,812 17,729 25,758
Depreciation 1,670 1,825 1,944
Amortization 177 224 109
Segment assets 131,302 123,090 113,556
======== ======== ========
ALL OTHER 2004 2003 2002
--------- ---- ---- ----
Revenues $36,955 $39,293 $54,556
Operating income 9,107 8,318 13,755
Depreciation 334 451 481
Amortization 23 22 15
Segment assets 15,981 17,920 24,980
======= ======= =======
47
Operating income for Fiscal 2003 for North America, Europe and All Other was
reduced by $1,790, $4,592 and $154, respectively, for restructuring expenses in
the fourth quarter of that year.
Operating income for Fiscal 2002 for North America, Europe and for All Other was
reduced by $1,439, $1,830 and $231, respectively, for restructuring expenses in
the fourth quarter of that year.
The sum of the segment revenues, operating income, depreciation and amortization
equals the consolidated revenues, operating income, depreciation and
amortization. The following reconciles segment assets to total consolidated
assets for the years ending March 31:
ASSETS 2004 2003 2002
------ ---- ---- ----
Assets for North America, Europe and
All Other segments $ 704,522 $ 727,349 $ 750,211
Corporate eliminations (88,233) (100,620) (99,424)
--------- -------- ---------
Total consolidated assets $ 616,289 $ 626,729 $ 650,787
========= ========= =========
Management is also presented with and reviews revenues by service type. The
following information is presented:
REVENUES 2004 2003 2002
-------- ---- ---- ----
Hotline Services $237,872 $252,105 $309,744
Data Services 214,299 275,842 365,901
Voice Services 68,241 77,070 68,036
-------- -------- --------
Total revenues $520,412 $605,017 $743,681
======== ======== ========
48
NOTE 14: QUARTERLY DATA (UNAUDITED)
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
-------- -------- -------- -------- --------
FISCAL 2004
Revenues $128,347 $129,268 $133,067 $129,730 $520,412
Gross profit 53,447 53,875 54,641 54,288 216,251
Net income 11,496 12,051 12,193 11,503 47,243
Basic earnings per common
share 0.62 0.66 0.68 0.63 2.60(1)
Diluted earnings per
common share 0.60 0.64 0.66 0.61 2.52(1)
======== ======== ======== ======== ========
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(2) 8,685
Basic earnings per common
share 0.72 0.75 0.75 0.22 2.46(1)
Diluted earnings per
common share 0.70 0.74 0.73 0.21 2.39(1)
======== ======== ======== ======== ========
(1) Earnings per share for the year is different than the sum of the quarterly
earnings per share due to rounding and average share prices.
(2) During Fourth Quarter Fiscal 2003, operating income was reduced by a
restructuring charge of $6,536, thereby reducing net income by $4,183.
49
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A - CONTROLS AND PROCEDURES
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
the Company's disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the "Act")). Based on
that evaluation, taking into account the recent report of the Company's
independent public accountants to the audit committee of the Company's board of
directors and other reports to the audit committee summarized below, management,
including the CEO and CFO, has concluded that, as of March 31, 2004, except for
the matters reported by Ernst & Young LLP ("E&Y"), the Company's independent
accountants, to management and the audit committee discussed in the next
paragraph, the Company's disclosure controls and procedures were effective to
ensure that information required to be disclosed in reports that the Company
files or submits under the Act is recorded, processed, summarized and reported
in accordance with the rules and forms of the Securities and Exchange
Commission. In the fourth fiscal quarter ending March 31, 2004, there had been
no change in the Company's internal control over financial reporting that has
materially affected, or is reasonably likely to affect, the Company's internal
control over financial reporting, except for certain matters set forth in the
last paragraph of this Item 9A.
As set forth in Item 8 of this Annual Report, E&Y issued an unqualified opinion
with respect to the financial statements for the fiscal year ended March 31,
2004. However, in connection with its fiscal year end audit procedures, E&Y
reported to management and to the audit committee that the combination of
identified reportable conditions under standards established by the American
Institute of Certified Public Accountants, internal control deficiencies at the
Company relating primarily to the internal control environment, the risk
assessment process and the monitoring process that assesses the quality of the
Company's internal control performance, which have been separately reported to
the audit committee, and year-end audit adjustments constitute a material
weakness in the Company's internal control over financial reporting. E&Y has
advised the Company, however, that none of these conditions or concerns
individually constitutes a material weakness.
Management and the audit committee believe that neither the matters reflected in
the reportable conditions nor the other deficiencies involving internal control,
individually or in the aggregate, had a material effect on the financial
statements of the Company for the fiscal year ended March 31, 2004. In
addition, management and the audit committee believe that no identified audit
adjustments, all of which were reflected in the reported financial statements,
that affected income and balance sheet classification had a material effect on
the financial statements for the fiscal year ended March 31, 2004 or prior
fiscal years.
The matters involving reportable conditions and other internal control
deficiencies have been discussed in detail among management, the audit committee
of the Company's board of directors and E&Y. Management will evaluate the
specific reportable conditions and other internal control deficiencies
identified by E&Y and will develop, in consultation with E&Y and under the
direction of the audit committee, measures to enhance internal control systems
and procedures. The Company is taking actions to permit it to comply timely
with Section 404 of the Sarbanes-Oxley Act ("SOX") in respect of its internal
control over financial reporting for fiscal year 2005, including the engagement
of another independent accounting firm to assist it with respect to SOX 404
compliance measures, has added additional accounting resources, plans to
establish an internal audit function reporting to the audit committee and will
take such other remedial measures that may be recommended by the audit
committee. In addition to increased oversight by the audit committee, the board
of directors has appointed a non-executive chairman of the board, as previously
disclosed, and has nominated for election to the board of directors an
individual who has significant public accounting experience.
50
PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, AUDIT COMMITTEE,
AUDIT COMMITTEE FINANCIAL EXPERT AND CODE OF ETHICS
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, AUDIT COMMITTEE AND AUDIT
COMMITTEE FINANCIAL EXPERT
Certain of 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 2004 Annual Meeting of Stockholders to be filed pursuant
to Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Proxy
Statement").
CODE OF ETHICS
The Company has a Code of Ethics that applies to all of its directors, officers
and employees and complies with the applicable requirements of the
Sarbanes-Oxley Act, applicable SEC regulations and Nasdaq Marketplace Rules. The
Code of Ethics is available on the Company's Internet Web site at
http://www.blackbox.com.
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 Information,"
"Security Ownership of Certain Beneficial Owners" and "Security Ownership of
Management" in the Proxy Statement.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company engaged Buchanan Ingersoll PC to perform legal services during
Fiscal 2004 and Fiscal 2005. William R. Newlin, a director of the Company, was
Chairman and Chief Executive Officer of Buchanan Ingersoll PC until October
2003.
51
ITEM 14 -- 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 15 - 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 Schedule
Report of Independent Public Accountants on Supplemental
Schedule Schedule II - Valuation and Qualifying Accounts
(3) Exhibits
Exhibit
Number Description
3(i) Second Restated Certificate of Incorporation of
the Company, as amended (1)
3(ii) Restated Bylaws, as amended (2)
10.1 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. (3)
10.2 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.(4)
10.3 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.(5)
10.4 Third Amendment to Credit Agreements, dated June
20, 2003, among Black Box Corporation of
Pennsylvania, Black Box Corporation, the
Guarantor, the Lenders and Citizens Bank of
Pennsylvania (6)
10.5 Fourth Amendment to Credit Agreements, dated June
20, 2003, among Black Box Corporation of
Pennsylvania, Black Box Corporation, the
Guarantor, the Lenders and Citizens Bank of
Pennsylvania (6)
10.6 Agreement between Black Box Corporation and Fred
C. Young (2)
53
10.10 1992 Stock Option Plan, as amended through August
12, 2003 (2)
10.11 1992 Director Option Plan, as amended through
August 12, 2003 (2)
21.1 Subsidiaries of the Registrant (7)
23.1 Consent of Independent Registered Public
Accounting Firm (2)
23.2 Information regarding consent of Arthur Andersen
LLP (2)
31.1 Certification of the Chief Executive Officer
pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302
of the Sarbanes-Oxley Act of 2002 (2)
31.2 Certification of the Chief Financial Officer
pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302
of the Sarbanes-Oxley Act of 2002 (2)
32.1 Certification of the Chief Executive Officer and
Chief Financial Officer pursuant to Rule 13a-14(b)
of the Securities and Exchange Act of 1934, as
amended, and 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (2)
(1) 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.
(2) Filed herewith.
(3) 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.
(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, 2001.
(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 May 17, 2002.
(6) Filed as an exhibit to the Quarterly Report on Form 10-Q
of the Company, file number 0-18706, filed with the
Commission on August 13, 2003.
54
(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 12, 2003.
(b) Reports on Form 8-K furnished during the quarter ended March
31, 2004:
Current Report on Form 8-K for the event dated January 20,
2004 covering Item 12 thereof disclosing and filing the
Company's press release related to third quarter Fiscal 2004
financial results.
(c) The Company hereby files as exhibits to the Form 10-K the
exhibits set forth in Item 15 (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 15 (a)(2) hereof.
55
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 14, 2004
/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 14, 2004
----------------------
William F. Andrews
/s/ THOMAS W. GOLONSKI Director June 14, 2004
----------------------
Thomas W. Golonski
/s/ THOMAS G. GREIG Director and Chairman June 14, 2004
------------------- of the Board
Thomas G. Greig
/s/ WILLIAM R. NEWLIN Director June 14, 2004
---------------------
William R. Newlin
/s/ BRIAN D. YOUNG Director June 14, 2004
------------------
Brian D. Young
/s/ FRED C. YOUNG Director and June 14, 2004
----------------- Chief Executive Officer
Fred C. Young
/s/ MICHAEL MCANDREW Vice President, June 14, 2004
-------------------- Chief Financial Officer,
Michael McAndrew Secretary, Treasurer, and
Principal Accounting Officer
56
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.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Black Box Corporation:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of Black Box Corporation
and Subsidiaries included in this Form 10-K, and have issued our report thereon
dated April 26, 2002. Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The schedule listed in the
accompanying index is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
April 26, 2002
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 REQUISITIONS RESERVES PERIOD
----------- ------------ ---------- ------------ ---------- ---------
YEAR ENDED MARCH 31, 2004
Inventory reserves $ 3,981 $ 3,697 $ -- $ 2,838 $ 4,840
Allowance for unrealizable
accounts/sales returns 11,710 2,502 -- 3,786 10,426
Restructuring reserve 6,181 -- -- 5,588 593
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
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
58