<PAGE> 1
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, 1997
[ ] 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: 412-765-5500
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.
Yes X No
----- -----
Indicate by check mark whether the registrant has filed all documents required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes X No
----- -----
Aggregate market value of outstanding Common Stock, $.001 par value (the "Common
Stock") held by non-affiliates of the Registrant at June 13, 1997, was
$601,316,559 based on the closing sale price reported on The Nasdaq National
Market for June 13, 1997. For purposes of this calculation only, directors and
executive officers of the Registrant and their affiliates are deemed to be
affiliates of the Registrant.
Number of outstanding shares of Common Stock at June 13, 1997, was 16,588,043.
Document Incorporated by Reference
Proxy Statement for 1997 Annual Meeting of Stockholders -- Part III
<PAGE> 2
PART I
ITEM 1 -- BUSINESS
GENERAL. Until June 3, 1994, Black Box Corporation (the "Company" or "Black
Box"), operated through two independent subsidiaries, Black Box Corporation of
Pennsylvania ("Black Box-PA") and MICOM Communications Corp. ("MICOM").
On July 22, 1993, the Board of Directors of the Company approved in
principle a plan to distribute all of the outstanding shares of MICOM Common
Stock (the "Distribution") to all holders of the Company's outstanding Common
Stock (the "MICOM Spin-off"). On May 10, 1994, the Company's Board of Directors
formally approved the Distribution and declared a dividend payable to each
holder of record at the close of business on May 20, 1994 (the "Record Date")
of two shares of MICOM Common Stock for each three shares of the Company's
Common Stock held by such holder on the Record Date. On June 3, 1994, the
Distribution was effected. Accordingly the operating results of MICOM have been
classified as discontinued operations for all periods presented.
OVERVIEW. Black Box is a leading worldwide direct marketer and technical
service provider of computer communications and networking equipment and
services. In Fiscal 1997, the Company mailed 8.1 million catalogs and direct
marketing pieces in 11 languages to targeted customers including MIS and
business professionals, purchasing agents and resellers. Black Box catalogs
offer businesses in 77 countries access to more than 7,000 computer
communications and networking products, the majority of which carry the BLACK
BOX(R) private label. The Company sells to businesses of all sizes around the
world, including the majority of the Fortune 500 companies in the U.S.
Black Box differentiates itself from other direct marketers and
distributors through its private label brand, BLACK BOX(R), and through
unparalleled levels of technical support. The Black Box brand has earned a
reputation for high quality and reliability since the Company was founded in
1976. Black Box complements its catalog mailings with over 100 technical
support professionals, available seven days per week, 24 hours per day by
phone, who are trained to understand complex computer communications problems
and to recommend products which best meet customers' needs. Black Box's MIS and
inventory management systems enable it to ship 90% of orders for stock products
on the day they are received. The successful combination of cost-effective
direct marketing and high value technical support has resulted in the Company's
consistent growth in revenues and operating income and its level of customer
satisfaction.
To take advantage of the increased utilization of computer systems and
networks around the world, Black Box has expanded its international presence
significantly during the past few years. In Fiscal 1997, 47% of total revenues
were
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generated outside of the U.S. and Canada. The Company operates subsidiaries in
15 countries including the United Kingdom, France, Japan, Brazil and in May
1995, it opened its newest subsidiary in Mexico. In addition, the Company has
distributor arrangements in 65 other countries. The Company intends to
selectively form additional international subsidiaries where there is
sufficient demand and the proper business climate and to expand its
arrangements with international distributors.
Since its inception, the Company has experienced consistent growth in
revenues and profitability due to continual (i) enhancement of its global
direct marketing activities, (ii) expansion of its product offerings and (iii)
expansion of its operations worldwide.
INDUSTRY BACKGROUND. The rapidly growing need to interconnect new and existing
computer resources over local and geographically dispersed areas is creating an
increased demand for computer communications and networking products. The
development of new and often incompatible technologies has also made the task
of creating and maintaining such systems increasingly complex. Manufacturers
often do not provide sufficient technical advice or devices to connect or
integrate their products with products of different manufacturers. Even
sophisticated MIS staffs often require third party technical advice and a wide
range of specialized computer communications and networking products to install
and maintain computer systems. Black Box addresses these needs by providing its
customers with a convenient and technically proficient means to purchase
computer communications and networking solutions.
BUSINESS STRATEGY. Black Box's business strategy is to be a "one-stop shop" for
organizations with simple to complex computer communications and networking
needs who benefit from high levels of technical support and customer service.
The Company believes that its combination of cost-effective direct marketing,
technical support and customer service is the best method to sell into its
markets. The Company's 20 years of experience in the industry have enabled it
to compile an extensive database of active accounts and establish the BLACK
BOX(R) private label brand as the premier line of computer communications and
networking solutions. The success of this strategy is evidenced by the
Company's record of consistent growth in revenues and operating income and its
high rate of repeat customers. Keys to the Company's success include the
following:
Cost-Effective Direct Marketing. Because of the broad range of
products sold, average order size of $620 in Fiscal 1997 and a geographically
dispersed customer base, Black Box believes that its direct mail strategy is
the most cost-effective and efficient way to sell products to both existing and
prospective customers. The BLACK BOX(R) Catalog provides customers around the
world access to a comprehensive range of computer communications and networking
products, including complete technical specifications and recommended uses, and
allows them to make technical decisions and purchases without leaving their
offices. The Company believes that, in conjunction with the BLACK BOX(R)
Catalog, its trained technical and customer
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support staffs can be a more effective sales tool than a more expensive
traditional direct sales force.
Unparalleled Technical Support. Black Box believes that its ability to
provide in-depth technical support and prompt and efficient customer service is
critical to its success. Black Box maintains a dedicated technical support
staff, located in 14 different countries, that is available seven days per
week, 24 hours a day to assist customers on product selection, service
requirements, technical specifications and product compatibility both before
and after purchase. The Company also has a dial-up automated fax-back service
for customers who need written comprehensive application and technical product
details.
Proprietary Customer List. Over the past 20 years, the Company has
built a proprietary mailing list containing approximately 1.4 million names
representing nearly 650,000 buying sites. This database includes information on
the past purchases of its customers. The Company routinely analyzes this data
in an effort to enhance customer response and purchasing rates, increase
average order size and ensure that targeted mailings reach specific customer
groups. The Company believes that its proprietary list is a valuable asset that
represents a significant competitive advantage and does not rent the list to
other parties.
Broad and Responsive Product Mix. The Black Box Catalogs offer over
7,000 products in 11 categories, the majority of which are BLACK BOX(R) private
labeled. Black Box continuously refines its product mix based on information
compiled from customers through the thousands of calls received daily to place
orders, request technical assistance or develop custom products. Black Box also
actively monitors communications industry technology and product developments
to identify new product areas that respond to evolving customer needs. In
Fiscal 1997, the Company introduced brand named products from leading
manufacturers such as APC, 3Com, U.S. Robotics, Intel, Belden Cable, Cisco
Systems, and Bay Network.
Quality Products and Brand Name. BLACK BOX(R) is a widely recognized
brand name associated with high quality products and knowledgeable customer
support services. As a result, manufacturers of computer communications and
networking products have sought to distribute their products under the BLACK
BOX(R) private label to take advantage of this broad and cost-effective
distribution channel. In 1994, Black Box received ISO9000 certification,
becoming the first U.S. technical direct marketer to be so certified. In
addition, the U.K., France, Japan, Brazil, Mexico, and Australia subsidiaries
have also received the ISO certification. Rigorous quality control processes
must be documented and practiced to earn and maintain ISO9000 certification,
which is increasingly required of vendors (like Black Box) by the purchasing
departments of many businesses around the world. Black Box guarantees all of
its products by permitting customers to return or exchange them within the
first 45 days. In addition, the Company provides warranties of at least one
year and lifetime warranties with many products.
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In-Stock Availability and Rapid Order Fulfillment. The Company has
developed an efficient inventory management and order fulfillment systems that
allow more than 90% of stock orders received before midnight EST to be shipped
that same day.
GROWTH STRATEGY. The principal components of Black Box's growth strategy
include (i) enhanced global direct marketing activities, (ii) expanded product
offerings and (iii) continued expansion worldwide.
Enhanced Global Direct Marketing Activities. Black Box continues to
make changes in its catalog design, improving product presentations, expanding
technical information, and better use of eye-catching icons. In addition to the
BLACK BOX(R) catalog, the Company also mails an interim New Product Supplement
and, on a monthly basis, mini-catalogs featuring "hot new products" and
specific product categories. These regular mailings enable the Company to
introduce new products more quickly than its twice per year BLACK BOX(R)
Catalog distributions, and serve as a more cost-effective method to prospect
for new customers and maintain contact with existing customers.
In addition to producing state-of-the-art color catalogs, the Company
introduced the Black Box Basics Catalog in Fiscal 1996, aimed at the small
business and home office user. In September 1995, the Company launched its
monthly subscription technical newsletter, Connectivity NEWS(sm) that includes
technical tips and application notes and discusses technology trends.
Expanded Product Offerings. The Company serves markets which are
growing rapidly and new products are continuously developed as a result of
technological advances. In response to this dynamic environment, Black Box
continues to broaden its existing product lines by offering line extensions and
new technologies. In Fiscal 1997, the Company introduced over 1,200 new
products.
Expansion Worldwide. In Fiscal 1997, Black Box's revenues outside the
U.S. and Canada were $110.0 million, or 47% of total revenues. New technologies
have typically been introduced and widely accepted in the United States before
reaching many foreign countries. Consequently, Black Box believes that the
international market for its products will continue to grow more rapidly than
the U.S. market. Black Box currently distributes products in 77 countries
through 13 subsidiaries, one joint venture and a network of third-party
distributors. During Fiscal 1997, the Company acquired its joint venture
partner's 50% interest in Black Box Australia subsidiary.
CUSTOMERS. Black Box customers range from small organizations to many of the
world's largest corporations and include educational institutions and federal,
state and local governments. While Black Box's customers include the majority
of the Fortune 1,000 companies, Black Box estimates that the majority of its
active customers were
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non-Fortune 1,000 businesses. Many small and mid-sized companies lack the
in-house expertise to evaluate and maintain increasingly complex computer
systems and thus rely on Black Box's technical expertise, both before and after
making purchases. Larger customers find the BLACK BOX(R) Catalog to be a
convenient and comprehensive source for all their computer communications and
networking needs and also utilize the Company's extensive base of technical
knowledge. Additionally, the Company's overall average order size has increased
consistently and was $620 in Fiscal 1997 compared to $600 in the prior year.
The Company believes that increased average order size reflects the successful
introduction of more sophisticated and more expensive products and effective
cross-selling and up-selling at the time of customer order.
Black Box also provides products, service and support to over 10,000
domestic resellers who integrate and sell products directly to end users. In
Fiscal 1997, the reseller program accounted for 26% of the U.S. and Canadian
revenues and 14% of total revenues. The reseller program enables resellers to
provide quality Black Box products to their end user customers who prefer to be
serviced in person. This program provides the reseller with access to over
7,000 products, 24-hour technical support and rapid fulfillment that would be
costly to replicate, manage and implement in their own operations. The
customers of this program range from large distributors to small single
proprietors who offer very specialized local solutions. In Fiscal 1997, the
Company stopped using the EAZY(R) brand name and began using the BLACK BOX(R)
brand name on all reseller products.
CATALOG TYPES. Black Box was the first company to engage exclusively in the
sale of a broad range of computer communications and networking products
through direct marketing techniques. Black Box employs a distribution method
based on the targeted mailing of comprehensive, fully-illustrated color
catalogs and other promotional material directly to its customers who make
systems design decisions. Black Box's catalogs 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. The catalogs have a
distinctive look and are recognized by Black Box's customers.
TECHNICAL SUPPORT. Black Box believes that its technical support is a critical
component of its success. The Company's technical support personnel typically
have technical or engineering backgrounds through education or relevant work
experience. Technical support is available 24 hours per day, seven days per
week, in 11 languages, and the Company's staff handles over 2,800 customer
calls each day worldwide. Frequent contact between the Company's technical
staff and customers enables it to modify existing products and/or introduce new
products to meet changing applications and to identify emerging product trends.
CUSTOMER SERVICE. Black Box strives to make purchasing its products as
convenient as possible. The Company's customer service group daily handles over
3,400 calls
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worldwide; therefore, the efficient handling of calls is an extremely important
aspect of its business. Order entry and fulfillment occurs at the Company's
Pittsburgh and foreign facilities. Calls are received by well-trained inbound
customer service representatives who utilize on-line terminals to enter
customer orders into computerized order processing systems. Using proprietary
applications, each member of the customer service group has immediate access to
customer files, including usage and billing information and real-time inventory
levels. Using this data, inbound customer service personnel are also prompted
by their computer screen to cross-sell selected products and to obtain
information relative to customer-specific purchasing habits and product needs.
The Company regularly reviews performance to monitor productivity.
Black Box also employs an outbound telesales force to increase the
frequency and order size of customer purchases. Black Box's telesales force is
focused on expanding its customer list and improving the accuracy of its
customer database. In addition, telesales personnel also are utilized to obtain
specifications for potential orders and to follow-up on such quotes. Black Box
provides major account status to large corporate buyers and provides the
support of an assigned telesales professional who works with the corporate
buyers to ensure that their requirements are satisfied.
When an order is entered into the system, a credit check is performed
and, when approved, the order is transmitted to the distribution center and a
packing slip is printed for order fulfillment. All packages are inspected prior
to shipment to ensure the accurate fulfillment of customers' orders. Orders
generally are shipped by Federal Express and United Parcel Service in the
United States and by similar small package delivery services internationally.
WORLDWIDE OPERATIONS. The Company's headquarters and domestic operating
facilities are located in Lawrence, Pennsylvania (a suburb of Pittsburgh). This
200,000 square foot facility is on an 84 acre site that houses administrative,
sales and marketing, manufacturing and service operations.
PRODUCTS. Black Box believes that the ability to offer a broad, innovative
product line has been an important factor in consistently maintaining high
growth rates and operating margins. Black Box currently offers private label,
well known branded products and custom products aggregating more than 7,000. A
majority of the 7,000 products carry the BLACK BOX(R) brand name.
MANUFACTURERS AND SUPPLIERS. Black Box utilizes a network of over 200
manufacturers and suppliers throughout the world. Each supplier is monitored
for quality, delivery performance and cost through a well established
certification program. Manufacturers of computer communications and networking
products distribute their products under the BLACK BOX(R) brand name because
Black Box offers qualified technical support and provides a significant channel
of distribution to end users. This network has manufacturing and engineering
capabilities to customize
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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 which currently supplies custom cable
assemblies, switches and specialized active devices. The Company has chosen to
manufacture certain products in-house when third-party sourcing is
uneconomical. Sourcing decisions of in-house versus out-of-house are based
upon a balance of quality, delivery performance and cost. In Fiscal 1997, Black
Box manufactured products represented approximately 16% of total revenues.
MANAGEMENT INFORMATION SYSTEMS. The Company has committed significant resources
to the development of sophisticated information systems which are used to
manage all aspects of its business. The Company's systems support and integrate
technical support and customer service, inventory management, purchasing,
distribution activities and accounting. These systems provide the Company with
real time, continuously updated information which allows the Company to monitor
sales trends, make informed purchasing decisions, perform statistical analyses
of its customer database and provide product availability and order status
information. The Company's international operations utilize a remote customer
access system to communicate with Pittsburgh-based information systems to check
stock availability, order status and pricing and to place orders.
The Company's changing product mix, multiple language requirements and
design enhancements require efficient modification of product presentations for
its various catalogs. Black Box has implemented a computerized publishing
system that provides flexibility and speed for both text and graphic layout.
Black Box believes that this system enables it to efficiently update product
lines in subsequent catalog issues and introduce new products on a timely
basis.
BACKLOG. Due to rapid order fulfillment, Black Box's backlog of orders is not
significant to its operations. At March 31, 1997, the worldwide backlog of
unfilled orders believed to be firm for Black Box products was approximately
$3.0 million.
EMPLOYEES. As of March 31, 1997, the Company had approximately 660 employees
worldwide. None of these employees are the subject of a collective bargaining
agreement. The Company believes that its relationship with its employees is
good.
ITEM 2 -- PROPERTIES
The Company's headquarters and domestic operating facilities are
located in Lawrence, Pennsylvania (a suburb of Pittsburgh). This 200,000 square
foot facility on a sixteen-acre site houses administrative, sales and
marketing, manufacturing and service operations. Black Box also owns 68
undeveloped acres adjacent to such site.
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The Company also owns or leases the following facilities:
<TABLE>
<CAPTION>
Location Own/Lease Square Footage
-------- --------- --------------
<S> <C> <C>
Melbourne, Australia Lease 12,500
Zaventum, Belgium Lease 7,300
Sao Paulo, Brazil Lease 14,000
Ontario, Canada Lease 7,500
Rungis, France Lease 20,800
Hallbergmoos, Germany Lease 6,700
Vimodrone, Italy Lease 1,900
Tokyo, Japan Lease 15,100
Mexico City, Mexico Lease 6,500
Utrecht, Netherlands Lease 5,400
Altendorf, Switzerland Lease 4,100
Reading, England Own 19,400
</TABLE>
The Company believes that its manufacturing facilities, located at its
headquarters site, is adequate for its present level of production. The
Company's other facilities, used primarily for sales and distribution, are also
adequate given its present level of operations.
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.
Based on the facts currently available to the Company, management believes all
such matters are adequately provided for, covered by insurance, without merit,
or of such amounts which upon resolution will not have a material adverse
effect on the consolidated financial position or the results of operations of
the Company.
In Fiscal 1996, the Company paid approximately $2.7 million in taxes
and interest relating to California unitary tax issues arising prior to the
spin-off of MICOM. The Company believes that subsequent to the date of the
spin-off, June 3, 1994, the Company and MICOM are not part of a unitary group
and, therefore, the Company will have no further liability for unitary taxes
beyond that date.
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.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their respective ages and
positions are as follows:
<TABLE>
<CAPTION>
Name Age Position with the Company
- - ---- --- -------------------------
<S> <C> <C>
Jeffery M. Boetticher 46 Chairman of the Board, Chief Executive Officer
and Director
Frederick C. Young 41 President, Chief Operating Officer, Secretary,
and Director
Anna M. Baird 40 Vice President, Chief Financial Officer, Treasurer
Kathleen Bullions 42 Vice President of Operations
- - ------------
</TABLE>
The following is a biographical summary of the experience of the executive
officers of the Company:
JEFFERY M. BOETTICHER, 46, was elected a director of the Company
on October 16, 1992 and has served as Chairman of the Board since November 8,
1995. He is currently Chief Executive Officer, elected on June 3, 1994, and
served as President from June 3, 1994 through May 9, 1997. Since March 1991, he
has been President and Chief Executive Officer of Black Box Corporation of
Pennsylvania, a wholly-owned subsidiary of the Company. He is also director of
Holden Corporation, CME Information Services, Inc., and the Pittsburgh High
Technology Council.
FREDERICK C. YOUNG, 41, was elected a director of the Company
on December 18, 1995 and President on May 9, 1997. He is currently President,
Chief Operating Officer, and Secretary of the Company. 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 Financial Officer in May 1996.
ANNA M. BAIRD, 40, was promoted to Vice President, Chief
Financial Officer, and Treasurer on May 9, 1997. She was Director of Finance
since prior to March 1992.
KATHLEEN BULLIONS, 42, was promoted to Vice President of
Operations on May 9, 1997. She was Director of Operations since prior to March
1992.
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PART II
ITEM 5 -- MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Common Stock is traded on The Nasdaq National Market (trading
symbol "BBOX"). On June 13, 1997, the last reported sale price of the Common
Stock was $36.25 per share. The following table sets forth the quarterly high
and low sale prices of the Common Stock as reported by The Nasdaq Stock Market
during each of the Company's fiscal quarters following the MICOM spin-off on
June 3, 1994. Such over the counter market quotations reflect inter-dealer
prices, without retail mark-up, mark-down, or commission, and may not
necessarily represent actual transactions.
<TABLE>
<CAPTION>
High Low
---- ---
Fiscal 1996
<S> <C> <C>
1st Quarter 17 1/8 14 1/4
2nd Quarter 19 3/4 14 1/2
3rd Quarter 18 3/4 15 3/4
4th Quarter 18 1/2 13 1/4
Fiscal 1997
1st Quarter 24 3/4 17
2nd Quarter 33 1/2 19
3rd Quarter 41 1/2 32
4th Quarter 43 1/4 24 3/4
</TABLE>
At March 31, 1997, there were 140 holders of record.
No cash dividends have been paid on the Common Stock. The Mellon
Credit Agreement dated May 6, 1994 between Black Box - PA and Mellon Bank, N.A.
(the "Mellon Credit Agreement") and the associated Guarantee and Suretyship
Agreement between the Company and Mellon Bank, N.A. (the "Mellon Guarantee")
and the 8.81% Senior Notes and associated Guarantee Agreement limits the amount
of dividends the Company can pay to its stockholders.
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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 Prospectus. The historical data
presented below for Fiscal Years 1993 through 1997 were derived from the
Consolidated Financial Statements of the Company.
<TABLE>
<CAPTION>
Fiscal Year Ended March 31,
--------------------------------------------------------------
Income Statement Data: 1993 1994 1995 1996 1997
---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues(1) $125,063 $142,004 $164,766 $193,427 $232,158
Cost of sales 58,341 65,456 73,191 87,455 108,512
-------- -------- -------- -------- --------
Gross profit 66,722 76,548 91,575 105,972 123,646
Selling, general &
administrative expenses 37,198 44,830 54,564 64,267 74,094
-------- -------- -------- -------- --------
Operating income before
amortization 29,524 31,718 37,011 41,705 49,552
Intangibles amortization 4,481 4,338 4,206 3,620 3,854
-------- -------- -------- -------- --------
Operating income 25,043 27,380 32,805 38,085 45,698
Interest expense, net 10,339 7,137 6,400 5,757 3,649
Income from continuing operations
before extraordinary item
7,018 11,446 14,465 18,278 24,295
Income from discontinued
operations (384) 5,791 50 -- --
Extraordinary item -- (3,867)(2) -- -- --
-------- -------- -------- -------- --------
Net income $ 6,634 $ 13,370 $ 14,515 $ 18,278 $ 24,295
======== ======== ======== ======== ========
Earnings per share:
Income from continuing operations $ 0.50 $ 0.71 $ 0.89 $ 1.10 $ 1.40
before extraordinary item
Income (loss) from discontinued (0.03) 0.36 -- -- --
operations
Extraordinary item -- (0.24) -- -- --
-------- -------- -------- -------- --------
Net income $ 0.47 $ 0.83 $ 0.89 $ 1.10 $ 1.40
======== ======== ======== ======== ========
Balance Sheet Data (at end of period):
Working capital $ 20,559 $ 34,208 $ 23,093 $ 30,049 $ 38,232
Total assets 167,133 186,261 152,132(3) 155,544 173,279
Total long-term debt 83,420 80,474 56,942 49,326 21,175
Stockholders' equity 49,722 65,347 47,115(3) 67,141 94,264
</TABLE>
ADJUSTED BALANCE SHEET DATA:(4)
<TABLE>
<CAPTION>
As of March 31,
----------------------------------------------------------
1993 1994 1995 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Working capital $ 16,211 $ 23,683 $ 23,093 $ 30,049 $ 38,232
Total assets 153,736 150,722 152,132 155,544 173,279
Total long-term debt 83,420 80,474 56,942 49,326 21,175
Stockholders' equity 36,325 29,808 47,115 67,141 94,264
</TABLE>
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(1) Revenues are net of sales returns and allowances.
(2) Represents the write-off of the original issue discount remaining on
the then outstanding notes in connection with the May, 1994
refinancing.
(3) The decrease in total assets and stockholders' equity from March 31,
1994 reflects the impact of the MICOM Spin-off.
(4) Adjusted to exclude the net assets of MICOM as of March 31, 1992,
1993 and 1994.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
GENERAL: The table below should be read in conjunction with the following
discussion (percentages are based on total revenues.)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
- - ------------------------------------------------------------------------------
1995 1996 1997
- - ------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $164,766 $193,427 $232,158
US/Canada 62.3% 56.9% 52.6%
International 37.7 43.1 47.4
- - ------------------------------------------------------------------------------
Total 100.0 100.0 100.0
- - ------------------------------------------------------------------------------
Cost of Sales 44.4 45.2 46.7
- - ------------------------------------------------------------------------------
Gross Profit 55.6 54.8 53.3
Selling, general & admin.
expenses 33.1 33.2 31.9
- - ------------------------------------------------------------------------------
Operating income before
amortization 22.5 21.6 21.3
Intangibles amortization 2.6 1.9 1.6
- - ------------------------------------------------------------------------------
Operating income 19.9% 19.7% 19.7%
- - ------------------------------------------------------------------------------
</TABLE>
FISCAL 1997 COMPARED TO FISCAL 1996: Revenues for Fiscal 1997 were $232,158, an
increase of $38,731, or 20%, over Fiscal 1996 revenues of $193,427. Revenues
from international operations were $110,026, an increase of $26,574, or 31.8%,
over Fiscal 1996 international revenues of $83,452, primarily as a result of
strong marketing programs, new product introductions and the acquisition of the
joint venture partner's interest in Black Box Australia. In total, revenues at
the largest international subsidiaries, Japan, UK and France, increased 25%
compared to Fiscal 1996. In addition, Brazil's revenues grew from approximately
$3,000 in Fiscal 1996 to over $8,200 in Fiscal 1997. The acquisition of the
joint venture interest in Black Box Australia increased international revenues
by approximately $3,300 in Fiscal 1997. International revenues accounted for
47.4% of Fiscal 1997 revenues, up from 43.1% of total revenues in Fiscal 1996.
US/Canada revenues increased by 11.1% from Fiscal 1996 primarily as a result of
improved marketing programs and new product introductions. New product revenues
for Fiscal 1997 were approximately $39,800 or 17.1% of total revenues for
fiscal 1997. The stronger US dollar in Fiscal 1997,
13
<PAGE> 14
particularly against the Japanese yen and French franc, decreased total
revenues by approximately $6,600 as compared to Fiscal 1996.
Gross profit in Fiscal 1997 increased to $123,646, or 53.3% of revenues, from
$105,972, or 54.8% of revenues, in Fiscal 1996. The 1.5 percentage point
decrease in gross profit margin was due primarily to the impact of a stronger
US dollar in Fiscal 1997 compared to Fiscal 1996, resulting in an unfavorable
impact from the revaluation of foreign denominated intercompany receivables.
Excluding the impact of revaluing the intercompany receivables, the gross
profit margin remained relatively constant at 53.6% in Fiscal 1997 compared to
53.9% in Fiscal 1996.
Selling, general and administrative (SG&A) expenses for Fiscal 1997 were
$74,094, or 31.9% of revenues, an increase of $9,827 over SG&A expenses of
$64,267, or 33.2% of revenues, in Fiscal 1996. The majority of the dollar
increase was due to increased worldwide marketing expenditures and personnel
costs primarily at the international locations. SG&A expenses included
approximately $1,600 relating to SG&A expenses in Australia, which were more
than offset by approximately $2,100 relating to the favorable translation
currency impact on expenses. SG&A expense decreased as a percentage of revenues
due to the leveraging of the Company's existing cost structure and the
improvement in the Brazil operations compared to Fiscal 1996.
Operating income before amortization in Fiscal 1997 was $49,552, or 21.3% of
revenues, compared to $41,705, or 21.6% of revenues, in Fiscal 1996.
Intangibles amortization in Fiscal 1997 increased slightly to $3,854 from
$3,620 in Fiscal 1996. Operating income in Fiscal 1997 increased to $45,698, or
19.7% of revenues, from $38,085, or 19.7% of revenues, in Fiscal 1996 as a
result of higher revenues and improved leveraging of operating expenses.
Net interest expense for Fiscal 1997 declined to $3,649 from $5,757 in Fiscal
1996 due primarily to lower average borrowings.
The effective tax rate of 42.0% for Fiscal 1997 was higher than the U.S.
statutory rate of 35.0% primarily because of foreign subsidiary income tax
rates higher than the U.S. statutory rate, state income taxes and the
unfavorable impact of non-deductible intangibles amortization.
FISCAL 1996 COMPARED TO FISCAL 1995: Revenues for Fiscal 1996 were $193,427, an
increase of $28,661, or 17.4%, over Fiscal 1995 revenues of $164,766. Revenues
from international operations were $83,452, an increase of $21,376, or 34.4%,
over Fiscal 1995 international revenues of $62,076, primarily as a result of
improved marketing programs and revenues from Brazil and Mexico. Year-over-year
revenue growth at international subsidiaries ranged from 8.8% to 92.4%, and
international revenues accounted for 43.1% of Fiscal 1996 total revenues, up
from 37.7% of total revenues in Fiscal 1995. Fiscal 1996 revenues in US/Canada
increased by 7.1% from Fiscal 1995 primarily as a result of new product
offerings and expanded mailings. Of the total
14
<PAGE> 15
increase in revenues, approximately $4,500, or 2.7% of total revenues, resulted
from the Brazil and Mexico subsidiaries and approximately $2,600, or 1.6% of
total revenues, relating to currency changes from Fiscal 1995.
Gross profit in Fiscal 1996 increased to $105,972, or 54.8% of revenues, from
$91,575, or 55.6% of revenues, in Fiscal 1995. The 0.8 percentage point
decrease in gross profit margin was due primarily to a less favorable product
mix compared to Fiscal 1995.
SG&A expenses for Fiscal 1996 were $64,267, or 33.2% of revenues, an increase
of $9,703 over SG&A expenses of $54,564, or 33.1% of revenues, in Fiscal 1995.
The dollar increase included $2,842 relating to SG&A expenses in Brazil and
Mexico and $1,108 relating to the unfavorable currency impact on expenses. The
remaining increase was due to higher marketing costs worldwide and personnel
costs at the international operations.
Operating income before amortization in Fiscal 1996 increased to $41,705, or
21.6% of revenues, from $37,011, or 22.5% of revenues, in Fiscal 1995, as a
result of higher revenues and gross profit partially offset by the impact of
higher SG&A expenses. Intangibles amortization in Fiscal 1996 decreased to
$3,620 from $4,206 in Fiscal 1995. Operating income in Fiscal 1996 increased
to $38,085, or 19.7% of revenues, from $32,805, or 19.9% of revenues, in
Fiscal 1995.
Net interest expense for Fiscal 1996 declined to $5,757 from $6,400 in Fiscal
1995 as a result of lower average borrowings and lower average interest rates.
The effective tax rate of 44.0% for Fiscal 1996 was higher than the U.S.
statutory rate of 35.0% primarily because of foreign subsidiary income tax
rates higher than the U.S. statutory rate, state income taxes and the
unfavorable impact of non-deductible intangibles amortization.
LIQUIDITY AND CAPITAL RESOURCES: The Company continues to meet all of its cash
requirements through cash flow from operations. During Fiscal 1997, cash flow
before debt reduction was $20,696 and the Company reduced debt by $20,023. The
Company also made capital expenditures of $2,758 and acquired its joint venture
partner's interest in Black Box Australia for $1,100. As of March 31, 1997, the
Company had $1,353 in cash and cash equivalents, working capital of $38,232 and
long-term debt of $21,175. In addition, at March 31, 1997, the Company had
additional funds of $34,540 available under the Company's existing Credit
Agreement with Mellon Bank, N.A.
The Mellon Credit Agreement, as amended, provides for a maximum borrowing of
$40,000 through March 31, 1999. Interest on borrowings is variable based on the
Company's option of selecting the bank's prime rate (8 1/2 percent at March 31,
1997), the Euro-dollar rate plus an applicable margin, as defined in the
agreement or Mellon's ABS rate plus an applicable margin, as defined in the
agreement. The applicable margin added to the Euro-dollar rate and Mellon's ABS
rate is adjusted
15
<PAGE> 16
each quarter based on the cash flow ratio, as defined in the
agreement and can vary from 2 percent to 3/4 percent (3/4 percent at March 31,
1997).
The Company has operations, customers 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 and Mexico are
denominated in U.S. dollars. The gains and losses resulting from the
revaluation of the intercompany balances denominated in foreign currencies are
recorded to gross profit to the extent the intercompany transaction resulted
from an intercompany sale of inventory.
During Fiscal 1997, the Company entered into and, in the future, the Company
expects it will continue, on a selective basis, to enter into forward exchange
contracts to reduce the foreign currency exposure related to these intercompany
transactions. These contracts are revalued to the current exchange rates,
offsetting the revaluation of the related foreign currency denominated
receivable. At March 31, 1997, the Company did not have any open forward
contracts. During Fiscal 1997, the net impact from revaluing forward contracts
was not material.
The Company believes that its cash flow from operations and existing credit
facilities will be sufficient to satisfy its liquidity needs for the
foreseeable future.
ACCOUNTING STANDARDS: In February 1997, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings per Share", which establishes new standards for computing and
presenting earnings per share ("EPS"). As required by SFAS No. 128, the Company
will adopt the new standards in the quarter ending December 31, 1997, the
Company's third quarter of Fiscal 1998, and restate all prior periods. The
Company has reviewed SFAS No. 128 and determined that under the new standard,
the basic EPS amount (using the weighted-average number of common shares
outstanding) will be higher than the EPS amount previously reported, however,
the diluted EPS amount will be substantively the same as the EPS amount
previously reported. Had SFAS No. 128 been adopted in Fiscal 1997, basic and
diluted EPS would have been $1.48 and $1.40, respectively, compared to $1.40
reported under the existing standard.
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 increases within the
constraints of market competition.
FORWARD-LOOKING STATEMENTS: With the exception of the historical information
contained in this report, the matters described herein are forward-looking
statements concerning the future operations of the Company. Such statements are
typically
16
<PAGE> 17
identified by the words "believe," "expect," "anticipate," "estimate"
and other similar expressions. These statements involve risk and uncertainties
which could be effected by changing worldwide economies, fluctuating foreign
currencies compared to the US dollar and rapid changes in technologies. Such
statements are made pursuant to safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are based on the information
available to the Company at the time the statement is made. Changes in the
above identified risks could have a material impact on such forward-looking
statements.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BLACK BOX CORPORATION AND SUBSIDIARIES
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
17
<PAGE> 18
ARTHUR ANDERSEN LLP
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, 1997 and 1996, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the years ended March 31,
1997, 1996, and 1995. 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 generally accepted auditing
standards. 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, 1997 and 1996, and the results of
their operations and their cash flows for the years ended March 31, 1997, 1996,
and 1995, in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania
May 2, 1997
18
<PAGE> 19
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------
1997 1996 1995
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $232,158 $193,427 $164,766
Cost of Sales 108,512 87,455 73,191
- - --------------------------------------------------------------------------------------------------
Gross Profit 123,646 105,972 91,575
SG&A expense 74,094 64,267 54,564
Intangibles amortization 3,854 3,620 4,206
- - --------------------------------------------------------------------------------------------------
Operating income 45,698 38,085 32,805
Interest expense, net 3,649 5,757 6,400
Other expense (income), net 160 (295) 847
- - --------------------------------------------------------------------------------------------------
Income from continuing operations
before income taxes 41,889 32,623 25,558
Provision for income taxes 17,594 14,345 11,093
- - --------------------------------------------------------------------------------------------------
Income from continuing operations 24,295 18,278 14,515
Income from discontinued operations,
net of tax -- -- 50
- - --------------------------------------------------------------------------------------------------
Net Income 24,295 18,278 14,515
- - --------------------------------------------------------------------------------------------------
Earnings per share
Income from continuing operations $ 1.40 $ 1.10 $ 0.89
Income for discontinued operations -- -- --
- - --------------------------------------------------------------------------------------------------
Net Income $ 1.40 $ 1.10 $ 0.89
- - --------------------------------------------------------------------------------------------------
Weighted average common and
common equivalent shares 17,413 16,691 16,335
- - --------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
19
<PAGE> 20
BLACK BOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31,
-----------------------------
1997 1996
- - ----------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,353 $ 1,924
Accounts receivable, net of allowance for doubtful
accounts of $2,499 and $2,407, respectively 43,900 34,804
Inventories, net 30,435 18,781
Prepaid catalog expenses 5,332 4,385
Other current assets 2,895 2,948
- - ----------------------------------------------------------------------------------------
Total Current Assets 83,915 62,842
Property; Plant and Equipment 12,923 12,299
Intangibles, net 75,955 78,958
Other Assets 486 1,445
- - ----------------------------------------------------------------------------------------
Total Assets $173,279 $155,544
- - ----------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current Debt $ 8,128 $ 8,184
Accounts payable 19,924 12,580
Accrued compensation and benefits 5,688 4,451
Other accrued expenses 6,127 5,630
Accrued income taxes 5,816 1,948
- - ----------------------------------------------------------------------------------------
Total Current Liabilities 45,683 32,793
Long-Term Debt 21,175 41,142
Other Liabilities, primarily deferred taxes 12,157 14,468
Commitments and Contingencies
Stockholders' Equity
Preferred stock authorized 5,000,000; per value
$1.00; none issued and outstanding
Common stock authorized 20,000,000; per value
$.001; issued and outstanding 16,518,682 and
16,302,254, respectively 17 16
Additional paid-in capital 29,897 25,904
Retaining earnings 66,504 42,209
Cumulative foreign currency translation (2,154) (988)
- - ----------------------------------------------------------------------------------------
Total Stockholders' Equity 94,264 67,141
- - ----------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $173,279 $155,544
- - ----------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20
<PAGE> 21
BLACK BOX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN RETAINED TRANSLATION
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT TOTAL
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT MARCH 31, 1994 15,977,224 $16 $44,489 $21,942 $ (1,300) $65,347
Net Income 14,514 14,515
Distribution of MICOM stock (22,332) (12,526) (34,858)
Exercise of options 84,333 656 656
Tax benefit from exercised
options 156 156
Foreign currency translation
adjustment 1,299 1,299
- - --------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1995 16,061,557 16 23,169 23,931 (1) 47,115
Net Income 18,278 18,278
Exercise of options 240,697 2,057 2,057
Tax benefit from exercised
options 678 678
Foreign currency translation
adjustment (987) (987)
- - --------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1996 16,302,254 16 25,904 42,209 (988) 67,141
Net Income 24,295 24,295
Exercise of options 216,428 1 2,473 2,474
Tax benefit from exercised
options 1,520 1,520
Foreign currency translation
adjustment (1,166) (1,166)
- - --------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1997 16,518,682 $17 $29,897 $66,504 $ (2,154) $94,264
- - --------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21
<PAGE> 22
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
--------------------------------------------
1997 1996 1995
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 24,295 $ 18,278 $ 14,515
Adjustments to reconcile net income to cash
provided by operating activities
Depreciation and amortization 6,199 6,057 6,831
All other 99 (109) (370)
Changes in working capital items
Accounts receivable, net (8,529) (6,235) (5,472)
Inventories, net (11,050) (1,404) (2,648)
Other assets (660) (1,609) (1,627)
Accounts payable 7,214 4,179 675
Accrued compensation and benefits 1,237 1,031 (3)
Accrued expenses 236 (1,135) 2,332
Accrued income taxes 2,873 (1,070) 3,224
- - ---------------------------------------------------------------------------------------------------------
Cash provided by operating activities 21,914 17,983 17,457
- - ---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (2,758) (2,476) (3,481)
Proceeds from the sale of subsidiary 250
Acquisition of joint venture (934)
- - ---------------------------------------------------------------------------------------------------------
Cash used in investing activities (3,692) (2,476) (3,231)
- - ---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings (68,407) (50,894) (73,126)
Proceeds from borrowings 48,384 33,663 58,034
Capital lease payments (518)
Proceeds from the exercise of options 2,474 2,057 656
- - ---------------------------------------------------------------------------------------------------------
Cash used in financing activities (17,549) (15,174) (14,954)
- - ---------------------------------------------------------------------------------------------------------
Foreign currency translation adjustment (1,244) (955) 1,095
- - ---------------------------------------------------------------------------------------------------------
(Decrease) increase in cash and cash equivalents (571) (622) 367
Cash and cash equivalents at beginning of year 1,924 2,546 2,179
- - ---------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 1,353 $ 1,924 $ 2,546
- - ---------------------------------------------------------------------------------------------------------
Interest paid $ 3,663 $ 6,445 $ 5,752
- - ---------------------------------------------------------------------------------------------------------
Income taxes paid $ 13,282 $ 14,495 $ 5,235
- - ---------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22
<PAGE> 23
BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS: Black Box Corporation is a leading worldwide direct
marketer and technical service provider of computer communications and
networking equipment and services to businesses of all sizes, operating in 77
countries throughout the world.
FISCAL YEARS AND INTERIM PERIODS: The Company has a 52 or 53 week fiscal year
that ends on the Sunday nearest March 31. Each fiscal quarter consists of 13
weeks. The last quarter is adjusted for those years which have 53 weeks. The
ending dates for the years ended March 31, 1997, 1996 and 1995 were actually
March 30, 1997, March 31, 1996, and April 2, 1995, respectively. For
simplicity, March 31 is used for all year end references.
PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements
include the accounts of Black Box Corporation and its wholly-owned and
majority-owned subsidiaries. All intercompany accounts and transactions have
been eliminated in consolidation.
CASH EQUIVALENTS: The Company considers all highly liquid investments purchased
with a maturity of three months or less to be cash equivalents. The carrying
amount approximates fair value because of the short maturity of those
instruments.
INVENTORIES: Inventories are stated at the lower of cost (first-in, first-out
method) or market. The net inventory balances at March 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C>
Raw Materials $ 2,152 $ 1,440
Work-in-process 28 8
Finished goods 29,865 18,981
Inventory reserve (1,610) (1,648)
- - --------------------------------------------------------------------------------
Inventory, net $ 30,435 $ 18,781
- - --------------------------------------------------------------------------------
</TABLE>
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 three to seven
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.
23
<PAGE> 24
Property, plant and equipment balances, net of accumulated depreciation, at
March 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
- - ---------------------------------------------------------------------------
<S> <C> <C>
Land $ 1,962 $ 1,440
Building and improvements 9,750 8
Machinery and equipment 12,983 18,981
- - ---------------------------------------------------------------------------
24,695 21,922
Accumulated depreciation (11,772) (9,623)
- - ---------------------------------------------------------------------------
Property, plant and equipment, net $ 12,923 $12,299
- - ---------------------------------------------------------------------------
</TABLE>
INTANGIBLES: Intangibles include the reorganization value in excess of amounts
allocable to identifiable assets (the portion of the reorganization value which
could not be attributed to specific, tangible or identifiable intangible
assets), goodwill (the excess of the purchase cost over the fair value of the
assets acquired) and tradename and trademarks. These intangibles are amortized
over 20, 40 and 40 years, respectively. In Fiscal 1996 several deferred tax
liabilities recorded in conjunction with the 1992 reorganization of the Company
were extinguished with no payment required. Accordingly, $1,600 reduction in
deferred taxes for Fiscal 1996 was recorded against the reorganization
intangible asset.
The intangible assets and associated accumulated amortization at March 31 are
as follows:
<TABLE>
<CAPTION>
1997 1996
- - -------------------------------------------------------------------------------
<S> <C> <C>
Reorganization value in excess of amounts
allocable to identifiable assets, less
accumulated amortization of $16,096 and
$13,312, respectively $ 40,978 $ 43,761
- - -------------------------------------------------------------------------------
Goodwill, less accumulated amortization of $422
and $336, respectively 3,682 3,002
- - -------------------------------------------------------------------------------
Tradename and trademarks, less accumulated
amortization of $4,647 and $3,747, respectively 31,295 32,195
- - -------------------------------------------------------------------------------
Intangibles, net $ 75,955 $ 78,958
- - --------------------------------------------------------------------------------
</TABLE>
The Company evaluates the recoverability of intangible assets, including
goodwill, at each balance sheet date based on forecasted future operations,
undiscounted cash flows and other significant criteria. Based upon the
available data, management believes that the carrying amount of these
intangible assets will be realized over their respective remaining amortization
periods.
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.
24
<PAGE> 25
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, hence a combination of current and historical rates are
used in translating assets and liabilities and the related exchange adjustments
are included in net earnings.
RISK MANAGEMENT AND FINANCIAL DERIVATIVES: The Company has operations,
customers 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 all subsidiaries except Brazil and Mexico
are denominated in the subsidiaries local currency. Intercompany sales to the
subsidiaries in Brazil and Mexico are denominated in U.S. dollars. The gains
and losses resulting from the revaluation of the intercompany balances
denominated in foreign currencies is recorded to gross profit to the extent the
intercompany transaction resulted from an intercompany sale of inventory.
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 these intercompany transactions. These contracts have a
term of 12 months or less and are with a major commercial bank. Accordingly,
the Company expects the counterparty to the contracts to meet its obligations.
On a monthly basis, the open contracts are revalued to the current exchange
rates, offsetting the revaluation of the related foreign currency denominated
receivable. At March 31, 1997, the Company did not have any open forward
exchange contracts. During Fiscal 1997, the net gain from revaluing forward
contracts was not material.
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: Earnings per share ("EPS") is computed by dividing earnings
by the weighted average number of common stock and common stock equivalents
outstanding during the period presented. In February 1997, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings per Share," which establishes new
standards for computing and presenting EPS. As required by SFAS No. 128, the
Company will adopt the new standards in the quarter ending December 31, 1997,
the Company's third quarter of Fiscal 1998, and restate all prior periods. The
Company has reviewed
25
<PAGE> 26
SFAS No. 128 and determined that under the new standard, the basic EPS amount
(using the weighted-average number of common shares outstanding) will be higher
than the EPS amount previously reported; however, the diluted EPS amount will be
substantively the same as the EPS amount previously reported. Had SFAS No. 128
been adopted in Fiscal 1997, basic and diluted EPS would have been $1.48 and
$1.40, respectively, compared to $1.40 reported under the existing standard.
USE OF ESTIMATES: The preparation of financial statements in accordance with
generally accepted accounting standards 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.
NOTE 2: CHANGES IN BUSINESS
ACQUISITIONS AND NEW SUBSIDIARIES: In March 1997, the Company purchased the
remaining 50 percent of its joint venture operation in Australia, Black Box
Catalog Australia Pty. Ltd. ("Black Box Australia"). The purchase price was
$1,100 of which the majority, $766, was allocated to goodwill. The Company has
consolidated the results of operations for Black Box Australia as of the
beginning of Fiscal 1997. The operations and financial position of Black Box
Australia are not material to either the consolidated financial position or
results of operations of the Company and therefore, no pro forma information
has been provided.
In May 1995, the Company opened a new wholly-owned subsidiary in Mexico City,
Mexico, Black Box de Mexico, S.A. de C.V. ("Black Box Mexico").
In December 1994, the Company opened a new majority-owned subsidiary in Sao
Paulo, Brazil, Black Box do Brazil Industria e Comercia Ltda. ("Black Box
Brazil"). The ownership agreement provides the Company with the option
beginning in October 1997 and ending in September 1999 to purchase the minority
shareholders' shares based on a defined price calculation. If the Company does
not exercise its option prior to September 1999, the Company is required to
purchase the minority shareholders' shares in October 1999 based on a defined
price calculation. The minority shareholders are restricted from competing with
Black Box Brazil for a period of two years after having any affiliation with
Black Box Brazil. One of the minority shareholders is Michael E. Barker, a
member of the Board of Directors of the Company.
DISCONTINUED OPERATIONS AND DISPOSALS: On June 3, 1994, the Company distributed
all of the outstanding shares of MICOM Communications Corp. ("MICOM") common
stock to all holders of the Company's outstanding common stock who held shares
on May 20, 1994, the record date of distribution.
26
<PAGE> 27
NOTE 3: INDEBTEDNESS
Long-term debt at March 31 is as follows:
<TABLE>
<CAPTION>
1997 1996
- - ----------------------------------------------------------------
<S> <C> <C>
Revolving credit $ 5,100 $ 17,000
Notes 24,000 32,000
Other debt 203 326
- - -----------------------------------------------------------------
29,303 49,326
Less current portion (8,128) (8,184)
- - -----------------------------------------------------------------
Long-term debt $ 21,175 $ 41,142
- - -----------------------------------------------------------------
</TABLE>
In May 1994, the domestic operating subsidiary of the Company entered into a
Revolving Credit Agreement with Mellon Bank, N.A. ("Mellon") for the purpose of
refinancing the then existing revolving credit agreement and to provide
additional working capital. On April 1, 1996, this agreement was amended to
extend the term and modify the interest rate options. The current agreement, as
amended, provides for a maximum borrowing of $40,000 through March 31, 1999.
Interest on borrowings is variable based on the Company's option of selecting
the bank's prime rate (8 1/2 percent at March 31, 1997), the Euro-dollar rate
plus an applicable margin, as defined in the agreement or Mellon's ABS rate
plus an applicable margin, as defined in the agreement. The applicable margin
added to the Euro-dollar rate and Mellon's ABS rate is adjusted each quarter
based on the cash flow ratio, as defined in the agreement and can vary from 2
percent to 3/4 percent (3/4 percent at March 31, 1997). The agreement requires
the Company to pay an annual commitment fee of 3/8 percent on the daily
unborrowed portion of the total commitment. The agreement is unsecured by the
domestic subsidiary; however, all borrowings are guaranteed by the Company, as
parent. The agreement contains restrictive covenants which relate to levels of
dividend payments and capital expenditures and various financial ratios. The
Company is in compliance with these covenants.
In May 1994, the domestic subsidiary of the Company entered into a $40,000,
five year Senior Note Agreement with certain financial institution parties for
the purpose of refinancing a portion of the existing notes outstanding. The
Senior Notes are payable in five equal installments of $8,000 per year starting
in May 1995 and ending in May 1999. Interest on the notes is fixed at 8.81
percent and prepayments are permitted subject to the payment of a
yield-maintenance amount, as defined in the agreement. The agreement is
unsecured by the domestic subsidiary; however, all borrowings are guaranteed by
the Company, as parent. The agreement contains restrictive covenants which
relate to levels of dividend payments and capital expenditures and various
financial ratios. The Company is in compliance with these covenants.
Other debt is composed of various bank, industrial revenue and third party
loans secured by specific pieces of equipment and real property. Interest on
these loans are fixed and range from 3 to 5 percent. The due dates occur at
various times through 2000.
27
<PAGE> 28
At March 31, 1997, the Company had $360 of letters of credit outstanding.
The aggregated amount of the minimum principle payments for each of the five
years subsequent to March 31, 1997 for all long-term indebtedness is as
follows: 1998-$8,128; 1999-$13,135; 2000-$8,036; 2001-$4; 2002-$0.
The fair value of the Company's debt at March 31, 1997 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 4: INCOME TAXES
The domestic and foreign components of income from continuing operations before
income taxes and an extraordinary loss for the years ended March 31 are as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
- - ------------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic $ 30,950 $ 24,641 $ 19,771
Foreign 10,939 7,982 5,787
- - ------------------------------------------------------------------------------
Consolidated $ 41,889 $ 32,623 $ 25,558
- - ------------------------------------------------------------------------------
</TABLE>
The provision for income tax charged to continuing operations for the years
ended March 31 consists of the following:
<TABLE>
<CAPTION>
1997 1996 1995
- - -------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 9,507 $ 6,692 $ 2,918
State 1,158 1,025 1,484
Foreign 7,045 4,713 2,907
- - --------------------------------------------------------------------------------
Total current 17,710 12,430 7,309
Deferred (116) 1,915 3,784
- - -------------------------------------------------------------------------------
Provision for income taxes $17,594 $14,345 $11,093
- - -------------------------------------------------------------------------------
</TABLE>
Reconciliation's 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:
<TABLE>
<CAPTION>
1997 1996 1995
- - ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory tax rate 35.0% 35.0% 35.0%
Foreign taxes, net of foreign tax credits 0.6 5.9 3.4
Amortization of intangibles 2.3 2.9 4.4
State income taxes, net of federal benefit 2.0 2.3 3.5
Other, net 2.1 (2.1) (2.9)
- - ---------------------------------------------------------------------------------
Effective tax rate 42.0% 44.0% 43.4%
- - ---------------------------------------------------------------------------------
</TABLE>
28
<PAGE> 29
The components of deferred tax (liabilities) assets included in "Other
Liabilities" at March 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
- - -------------------------------------------------------------------------------
<S> <C> <C>
Tradename and trademarks $ (10,941) $ (11,254)
State taxes (3,450) (5,256)
Unremitted earnings of Japanese subsidiary (2,917) -
Basis of fixed assets (916) (839)
Other (3,245) (1,509)
- - --------------------------------------------------------------------------------
Gross deferred tax liabilities (21,649) (18,858)
Net operating losses and foreign tax credit
carryforwards 6,821 2,280
Other 2,996 2,410
- - --------------------------------------------------------------------------------
Gross deferred tax assets 9,817 4,690
- - --------------------------------------------------------------------------------
Net deferred tax liabilities $ (11,832) $ (14,168)
- - -------------------------------------------------------------------------------
</TABLE>
At March 31, 1997, the Company had $45,673 of net operating loss carryforwards
and $40,576 of alternative minimum tax carryforwards. 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 carryforwards
expire in the fiscal years 2004 through 2007; however, due to the limitation
stated above, the Company expects to utilize only the unrestricted portion of
the operating loss carryforwards, prior to expiration.
In Fiscal 1996, the Company paid $2,697 in taxes and interest relating to
California unitary tax issues arising prior to the spin-off of MICOM
Communications. The Company believes that subsequent to the date of the
spin-off, June 3, 1994, the Company and MICOM are not part of a unitary group
and, therefore, the Company will have no further liability for unitary taxes
beyond that date.
In general, except for certain earnings in Japan, it is management's intention
to reinvest undistributed earnings of foreign subsidiaries, which aggregate
approximately $11 million based on exchange rates at March 31, 1997. 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 lent 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 5: COMMITMENTS AND CONTINGENCIES
The Company leases certain equipment under noncancelable operating lease
agreements, which contain provisions for certain rental adjustments as well as
renewal options. Rent expense under these operating leases for the years ended
March 31, 1997, 1996 and 1995 was $809, $868, and $439, respectively. At March
31, 1997, the minimum lease commitments for the next five years are as follows:
1998-$763; 1999-$732; 2000-$702; 2001-$54; 2002-$12.
29
<PAGE> 30
The Company is involved in, or has pending, various legal proceedings, claims,
suits and complaints arising out of the normal course of business. Based on the
facts currently available to the Company, management believes all such matters
are adequately provided for, covered by insurance, are without merit, or are of
such amounts which upon resolution will not have a material adverse effect on
the consolidated financial position or the results of operations of the
Company.
NOTE 6: RELATED PARTY TRANSACTIONS
For a portion of Fiscal 1996, the Company had a services agreement with Odyssey
Investors, Inc. ("Odyssey Investors"), a related party to the Company's former
majority stockholder, which provided for an annual service fee of $150.
Beginning January 1, 1995, one-half of this service fee was paid to Odyssey
Investors and one-half to Michael E. Barker, a member of the Board of Directors
of the Company. This agreement supersedes and preempts substantially similar
prior agreements. For the years ended March 31, 1996 and 1995, the Company
expensed $113 and $150, respectively, under these agreements. In addition,
Odyssey Investors was entitled to reimbursement of certain expenses incurred on
behalf of the Company. For the years ended March 31, 1996 and 1995, the Company
paid, in the normal course of business, fees and expenses of $152 and $187,
respectively. This agreement expired on December 22, 1995. No fees or expenses
were paid to these parties in Fiscal 1997.
NOTE 7: INCENTIVE COMPENSATION PLANS
PERFORMANCE BONUS: The Company has a variable compensation plan covering
substantially all employees. This plan provides for the payment of a bonus
based on certain annual performance targets. All payments are subject to
approval by the Board of Directors upon the completion of the annual audit. In
addition, the Company has an incentive compensation plan which covers certain
key employees. Amounts paid under this plan are based on the attainment of
certain operating targets over a three year period ending March 31, 1998. The
amounts expensed under the variable and incentive compensation plans for the
years ended March 31, 1997, 1996 and 1995 were $2,954, $2,134, and $1,975,
respectively.
PROFIT SHARING AND SAVINGS PLAN: The Company has a Profit Sharing and Savings
Plan ("Plan") which qualifies as a deferred salary arrangement under Section
401(k) of the Internal Revenue Code covering only U.S. employees. Under the
Plan, participants are permitted to make contributions of up to 12 percent of
their compensation, as defined. The Company matches 25 percent of the
participant's contributions and increases its matching contribution percentage
if the Company achieves specific revenue and profit targets established at the
beginning of each fiscal year. The total Company contribution for the years
ended March 31, 1997, 1996 and 1995 was $505, $437, and $480, respectively.
30
<PAGE> 31
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") up to 2,450
shares of Common Stock. Options are issued by the Board of Directors to key
employees of the Company and generally become exercisable in equal amounts over
a three year period. A portion of these options are held by MICOM employees as
the options were granted prior to the spin-off of MICOM. Option prices are
equal to the fair market value of the stock on the date of the grant and have
been adjusted to reflect the effect of the MICOM distribution on June 3, 1994.
No SARs have been issued.
The Directors Plan authorizes the issuance of options and SARs up to 75 shares
of Common Stock. Options are issued by the Board of Directors and 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 and have been
adjusted to reflect the effect of the MICOM distribution on June 3, 1994. No
SARs have been issued.
The following is a summary of the Company's stock option plans for years ended
March 31:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning
of the year 1,754 $11.96 1,305 $ 9.34 794 $ 8.41
Granted 400 23.38 807 15.29 668 10.21
Exercised (214) 11.47 (239) 8.42 (88) 8.08
Forfeited (190) 16.70 (119) 12.96 (69) 8.73
- - ------------------------------------------------------------------------------------------------------------------
Outstanding, end of the year 1,750 $14.11 1,754 $11.96 1,305 $ 9.34
Exercisable, end of year 822 $10.54 511 $9.04 321 $ 8.19
Weighted average fair
value of options granted
during the year $11.89 $7.77 N/A
- - ------------------------------------------------------------------------------------------------------------------
</TABLE>
31
<PAGE> 32
The following table summarizes information about the stock options outstanding
at March 31, 1997:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------- -------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$7.77 157 5.7 years $ 7.77 157 $ 7.77
$8.92 - $9.35 108 6.5 years 9.35 108 9.35
$9.78 - $13.06 588 7.3 years 10.07 390 10.07
$13.65 - $15.75 531 8.2 years 15.05 167 15.01
$20.50 - $24.75 366 9.3 years 23.36 -- --
- - ------------------------------------------------------------------------------------------------------------
$7.77 - $24.75 1,750 7.8 years $ 14.11 822 $ 10.54
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
The Company continues to apply APB Opinion No. 25 in accounting for stock-based
compensation. To-date, all stock options have been issued at market value;
accordingly, no compensation cost has been recognized. 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:
<TABLE>
<CAPTION>
1997 1996
- - -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income As reported $24,295 $18,278
Pro forma $23,024 $17,591
Earnings per share As reported $ 1.40 $ 1.10
Pro forma $ 1.32 $ 1.05
- - -----------------------------------------------------------------------------------------------------------
</TABLE>
The 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 ending March 31:
<TABLE>
<CAPTION>
1997 1996
- - -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Expected life (in years) 7.0 7.0
Risk free interest rate 6.6% 6.5%
Volatility 35% 35%
Dividend yield -- --
- - -----------------------------------------------------------------------------------------------------------
</TABLE>
32
<PAGE> 33
NOTE 8: SEGMENT INFORMATION
The Company operates in one industry segment as a direct marketer and technical
service provider of computer communications and networking equipment and
services to businesses of all sizes. Geographic segment information for the
years ended March 31 is as follows:
<TABLE>
<CAPTION>
CORPORATE AND
UNITED INTERCOMPANY
STATES EUROPE OTHER ELIMINATIONS CONSOLIDATED
- - ---------------------------------------------------------------------------------------------------------------------
1997
<S> <C> <C> <C> <C> <C>
Revenue $ 165,730 $ 58,488 $45,297 $ (37,357) $ 232,158
Operating income (1) 36,027 5,781 6,212 (2,322) 45,698
Identifiable assets 152,043 28,146 24,585 (31,495) 173,279
- - ---------------------------------------------------------------------------------------------------------------------
1996
Revenues $ 141,638 $ 48,761 28,495 $ (25,467) $ 193,427
Operating income (1) 31,982 5,174 2,715 (1,786) 38,085
Identifiable assets 138,458 30,132 16,257 (19,574) 155,544
- - ---------------------------------------------------------------------------------------------------------------------
1995
Revenues $ 126,763 $ 40,101 $15,818 $(17,916) $ 164,766
Operating income (1) 27,856 4,063 1,721 (835) 32,805
Identifiable assets 138,458 26,451 9,332 (22,109) 152,132
- - ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The amount presented represents local operating income which
differs from the internal measurement used by the Company. Internally,
intercompany profits generated in the US are allocated back to the
location which records the third-party sale.
NOTE 9: QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
- - ------------------------------------------------------------------------------------------------------------
FISCAL 1997
<S> <C> <C> <C> <C> <C>
Revenues $ 53,788 $ 56,912 $ 58,589 $ 62,869 $ 232,158
Gross Profit 28,978 30,595 31,136 32,937 123,646
Net income 5,205 5,825 6,110 7,155 24,295
Earnings per share 0.31 0.34 0.35 0.41 1.40(1)
- - ------------------------------------------------------------------------------------------------------------
FISCAL 1996
Revenues $ 44,481 $ 46,457 $ 47,243 $ 55,246 $ 193,427
Gross profit 25,084 24,281 26,177 29,430 105,972
Net income 3,917 4,262 4,477 5,622 18,278
Earnings per share 0.24 0.26 0.27 0.34 1.10(1)
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Earnings per share for the year is less than the sum of the quarterly
earnings per share due to the change in shares each quarter.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
AUDITING AND FINANCIAL DISCLOSURE
Not applicable.
33
<PAGE> 34
PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated herein by
reference to the information set forth under the caption "Executive Officers of
the Registrant" included under Part I of this Form 10-K.
The other information required by this item is incorporated herein by
reference to the information set forth under the captions "Election of
Directors" and "Board of Directors and Certain Board Committees" in the
Company's definitive proxy statement for the 1997 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A of the Securities Exchange
Act of 1934, as amended (the "Proxy Statement").
ITEM 11 -- EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to the information set forth under the captions "Board of Directors
and Certain Board Committees", "Executive Compensation and Other Information",
and "Compensation Committee Interlocks and Insider Participation" in the Proxy
Statement; provided, however, that the compensation committee report and
performance graph in the Proxy Statement are not incorporated herein by
reference.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by
reference to the information set forth under the captions "Security Ownership
of Certain Beneficial Owners", "Compensation Committee Interlocks and Insider
Participation -- Change of Control Agreements", and "Security Ownership of
Management" in the Proxy Statement.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to the information set forth under the caption "Compensation
Committee Interlocks and Insider Participation" in the Proxy Statement.
The Company engaged Buchanan Ingersoll Professional Corporation to
perform legal services during Fiscal 1997 and Fiscal 1998.
34
<PAGE> 35
PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial statements, financial statement schedules and exhibits not
listed here have been omitted where the required information is included in the
consolidated financial statements or notes thereto, or is not applicable or
required.
(a) Documents filed as part of this report
(1) Financial Statements - no financial statements have been
filed in this Form 10-K other than those in Item 8.
(2) Financial Statement Schedules
Report of Independent Public Accountants on Supplemental
Schedules
Schedule II - Valuation and Qualifying Accounts
(3) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
3(i) Second Restated Certificate of Incorporation
of the Company (6)
3(ii) Amendment to Second Restated Certificate of
Incorporation (8)
10.1 1992 Stock Option Plan, as amended (13)
10.2 1992 Director Stock Option Plan, as
amended (13)
10.3(i) Mortgage on property in the
Township of Cecil, in the Commonwealth
of Pennsylvania, dated September 27,
1988, from Black Box - PA to the Agent
(the "Mortgage") (5)
10.3 (ii) First Amendment to the Mortgage, dated
December 3, 1991 (3)
</TABLE>
35
<PAGE> 36
<TABLE>
<S> <C>
10.4 $40,000,000 Senior Note Agreement, dated as of May 6, 1994,
between Black Box - PA and various holders of the Senior
Notes (the "Holders") (7)
10.5(i) Form of Senior Note, dated as of May 6, 1994 (7)
10.5(ii) Modification of Note Purchase Agreements between Black
Box-PA and the Holders, dated November 21, 1996 (14)
10.5(iii) Second Modification of Note Purchase Agreements between
Black Box-PA and Holders, dated November 21, 1996. (14)
10.6(i) Guarantee Agreement, dated as of May 6, 1994, between
the Company and the Holders (7)
10.6(ii) Amendment to Guarantee Agreement between Black Box
Corporation and Holders, dated November 21, 1996 (14)
10.7(i) Credit Agreement, dated as of May 6, 1994, between
Mellon and Black Box - PA (7)
10.7(ii) First Amendment to Credit Agreement, dated March 30,
1995 (9)
10.7(iii) Second Amendment to the Credit Agreement between
Black Box - PA and Mellon, dated August 1, 1995 (10)
10.7(iv) Third Amendment to the Credit Agreement between Black
Box - PA and Mellon, dated April 1, 1996 (1)
10.7(v) Fourth Amendment to Credit Agreement between Black
Box-PA and Mellon, dated November 21, 1996 (14)
10.7(vi) Fifth Amendment to Credit Agreement between Black
Box-PA and Mellon, dated November 21, 1996 (14)
10.8(i) Form of $50,000,000 Revolving Credit Note, dated
as of May 6, 1994, between Black Box - PA and Mellon (7)
10.8(ii) First Amended and Restated Revolving Credit Note, dated
March 30, 1995 (9)
10.9(i) Guaranty and Suretyship Agreement, dated as of May 6,
1994, between the Company and Mellon (7)
</TABLE>
36
<PAGE> 37
<TABLE>
<S> <C>
10.9(ii) First Amendment to Guaranty and Suretyship Agreement,
dated March 30, 1995 (9)
10.9(iii) Second Amendment to Guaranty and Suretyship between
Black Box Corporation and Mellon, dated November 21, 1996
(14)
10.10 Intercreditor Agreement, dated as of May 6, 1994, between
Mellon and the Holders (7)
10.11 Agreement and Plan of Distribution, dated as of May 10,
1994, among the Company, Black Box - PA and MICOM (4)
10.12 Indemnification and Liability Assumption Agreement, dated
as of June 3, 1994, among the Company, Black Box - PA and
MICOM (4)
10.13(i) Tax Sharing Agreement, dated as of January 28,
1992, among the Company (previously known as MB Holdings,
Inc.), Black Box and MICOM (4)
10.13(ii) Amendment to Tax Sharing Agreement, dated as of June 3,
1994 (4)
10.14 Separation Agreement, dated as of October 17, 1991, between
the Company (previously known as MB Holdings, Inc.), and
MICOM (4)
10.15 Black Box do Brasil Industria E. Comercio LTDA. Quotaholder
Agreement (6)
10.16 Private Instrument of Amendment to the Articles of
Association of Black Box do Brasil Industria E. Comercio
LTDA. (6)
10.17 Change of Control Agreement with Jeffery M. Boetticher,
dated as of December 20, 1994 (9)
10.18 Change of Control Agreement with Frederick C. Young, dated
as of December 20, 1994 (9)
10.19 Executive Incentive Program Summary (12)
10.20 Subscription Agreement and Plan of Acquisition of BBOX
Holding Company by Black Box Corporation dated November 21,
1996 (14)
10.21 Guaranty and Suretyship Agreement between BBOX Holding
Company and Mellon, dated November 21, 1996 (14)
</TABLE>
37
<PAGE> 38
<TABLE>
<S> <C>
10.22 Holding Company Guarantee Agreement between BBOX Holding
Company and Holders, dated November 21, 1996 (14)
10.23 Amendment No. 3 to the Trademark License Agreement between
BB Technologies, Inc. and Black Box-PA, dated as of July 1,
1995 (14)
11.1 Statement Regarding Computation of Earnings Per Share (1)
21 Subsidiaries of the Company (14)
23.1 Consent and Report of Arthur Andersen LLP, independent
public accountants (1)
</TABLE>
(1) Filed herewith.
(2) Filed as an exhibit to the 1993 Annual Report on Form 10-K of the
Company, file number 0-18706, filed with the Commission on June 26,
1993, and incorporated herein by reference.
(3) Filed as an exhibit to the Registration Statement No. 33-50104 on
Form S-1 of the Company, filed with the Commission on July 28, 1992,
as amended through April 13, 1993, and incorporated herein by
reference.
(4) Filed as an exhibit to the Report on Form 8-K, file number 0-18706,
filed with the Commission on June 20, 1994, and incorporated herein
by reference.
(5) Filed as an exhibit to the Registration Statement No. 33-28207 on
Form S-1 of the Company, filed with the Commission on April 24, 1989,
as amended through July 26, 1989, and incorporated herein by
reference.
(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 February
15, 1994, and incorporated herein by reference.
(7) Filed as an exhibit to the 1994 Annual Report on Form 10-K of the
Company, file number 0-18706, filed with the Commission on June 28,
1994, and incorporated herein by reference.
(8) 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 17,
1994 and incorporated herein by reference.
38
<PAGE> 39
(9) Filed as an exhibit to the 1995 Form 10-K of the Company, file number
0-18706, filed with the Commission on June 19, 1995 and incorporated
herein by reference.
(10) Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, filed number 0-18706, filed with the Commission on August
10, 1995, and incorporated herein by reference.
(11) Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, file number 0-18706, filed with the Commission on November
15, 1995, and incorporated herein by reference.
(12) Filed as an exhibit to the 1996 Form 10-K of the Company, file number
0-18706, filed with the Commission on June 25, 1996 and incorporated
herein by reference.
(13) 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
13, 1996, and incorporated herein by reference.
(14) Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, file number 0-18706, filed with the Commission on February
12, 1997, and incorporated herein by reference.
(b) Reports on Form 8-K.
(c) The Company hereby files as exhibits to the Form 10-K the
exhibits set forth in Item 14(a)(3) hereof which are not
incorporated by reference.
(d) The Company hereby files as financial statement schedules
to this Form 10-K the financial statement schedules which
are set forth in Item 14(a)(2) hereof.
39
<PAGE> 40
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 20, 1997 /s/ Anna M. Baird
---------------------------------------------------
Anna M. Baird, Vice President, Chief Financial
Officer, Treasurer, 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.
<TABLE>
<CAPTION>
Signatures Capacity Date
---------- -------- ----
<S> <C> <C>
/s/ William F. Andrews Director June 20, 1997
- - --------------------------------
William F. Andrews
Director June 20, 1997
- - --------------------------------
Michael E. Barker
/s/Jeffery M. Boetticher Director, Chairman of the June 20, 1997
- - -------------------------------- Board, and Chief Executive
Jeffery M. Boetticher Officer
/s/Ronald D. Fisher Director June 20, 1997
- - --------------------------------
Ronald D. Fisher
/s/William R. Newlin Director June 20, 1997
- - --------------------------------
William R. Newlin
/s/William Norred Director June 20, 1997
- - --------------------------------
William Norred
/s/Brian D. Young Director June 20, 1997
- - --------------------------------
Brian D. Young
/s/Fred C. Young Director, June 20, 1997
- - -------------------------------- President, Chief Operating
Fred C. Young Officer, and Secretary
</TABLE>
<PAGE> 41
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of Black Box Corporation and Subsidiaries
included in this Form 10-K, and have issued our report thereon dated May 2,
1997. 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 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
May 2, 1997
41
<PAGE> 42
SCHEDULE II
BLACK BOX CORPORATION
VALUATIONS AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT ADDITIONS
BEGINNING CHARGED TO REDUCTIONS BALANCE AT
OF COSTS AND FROM END OF
DESCRIPTION PERIOD EXPENSES RESERVES PERIOD
----------- ------ -------- -------- ------
<S> <C> <C> <C> <C>
YEAR ENDED MARCH 31, 1995
Inventory reserves $1,248 $ 727 $ 702 $1,273
Allowance for unrealizable accounts/sales
returns $2,154 $ 426 $ 521 $2,059
YEAR ENDED MARCH 31, 1996
Inventory reserves $1,273 $ 1,047 $ 672 $1,648
Allowance for unrealizable accounts/sales
returns $2,059 $ 1,163 $ 815 $2,407
YEAR ENDED MARCH 31, 1997
Inventory returns $1,648 $ 1,398 $ 1,436 $1,610
Allowance for unrealizable accounts/sales
returns $2,407 $ 664 $ 572 $2,499
</TABLE>
42
<PAGE> 1
EXHIBIT 11.1
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
(ALL AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------------------
1997 1996 1995
--------------- ------------ ----------------
<S> <C> <C> <C>
PRIMARY:
Income from continuing operations $ 24,295 $ 18,278 $ 14,465
Income from discontinued operations, net of tax - - 50
-------- -------- --------
Net Income $ 24,295 $ 18,278 $ 14,515
======== ======== ========
Weighted average common shares outstanding 16,415 16,135 16,008
Common share equivalents resulting from assumed
exercise of certain stock options 998 556 327
-------- -------- --------
Total common shares and common stock equivalents 17,413 16,691 16,335
======== ======== ========
Earnings per share:
Income from continuing operations $ 1.40 $ 1.10 $ 0.89
Income from discontinued operations, net of tax - - -
-------- -------- --------
Net Income $ 1.40 $ 1.10 $ 0.89
======== ======== ========
FULLY DILUTED:**
Income from continued operations $ 24,295 $ 18,278 $ 14,465
Income from discontinued operations, net of tax - - 50
======== ======== ========
Net Income $ 24,295 $ 18,278 $ 14,515
======== ======== ========
Weighted average common shares outstanding 16,415 16,135 16,008
Common share equivalents resulting from assumed
exercise of certain stock options 1,034 593 391
-------- -------- --------
Total common shares and common stock equivalents 17,449 16,728 16,399
======== ======== ========
Earnings per share:
Income from continuing operations $ 1.39 $ 1.09 $ 0.89
Income from discontinued operations, net of tax - - -
-------- -------- --------
Net Income $ 1.39 $ 1.09 $ 0.89
======== ======== ========
</TABLE>
**THIS CALCULATION IS SUBMITTED IN ACCORDANCE WITH REGULATION S-K ITEM
601(b)(11) ALTHOUGH NOT REQUIRED BY FOOTNOTE 2 TO PARAGRAPH 14 OF APB OPINION
NO. 15 BECAUSE IT RESULTS IN DILUTION OF LESS THAN 3%.
<PAGE> 1
ARTHUR ANDERSEN LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports, included or incorporated by reference in this Form 10-K, into the
Company's previously filed registration statements on Form S-8, Registration No.
33-75254; Form S-8, Registration No. 33-75252; Form S-8, Registration No.
33-92656; and Form S-8, Registration No. 333-1978, relating to the Company's
1992 Employee Stock Option Plan, 1992 Director Stock Option Plan, First
Amendment to the Employee Plan and Second Amendment to the Employee Plan. It
should be noted that we have not audited any financial statements of the Company
subsequent to March 31, 1997, or performed any audit procedures subsequent to
the date of our report.
/s/ ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania,
June 23, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
BLACK BOX CORPORATION'S FORM 10-K ANNUAL REPORT FOR THE FISCAL YEAR ENDED
MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<NAME> BLACK BOX CORP. FORM 10-K
<CIK> 0000849547
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> Mar-31-1997
<CASH> 1,353
<SECURITIES> 0
<RECEIVABLES> 46,399
<ALLOWANCES> 2,499
<INVENTORY> 30,435
<CURRENT-ASSETS> 83,915
<PP&E> 24,695
<DEPRECIATION> (11,772)
<TOTAL-ASSETS> 173,279
<CURRENT-LIABILITIES> 45,683
<BONDS> 0
0
0
<COMMON> 17
<OTHER-SE> 94,247
<TOTAL-LIABILITY-AND-EQUITY> 173,279
<SALES> 232,158
<TOTAL-REVENUES> 232,158
<CGS> 108,512
<TOTAL-COSTS> 108,512
<OTHER-EXPENSES> 78,108
<LOSS-PROVISION> 664
<INTEREST-EXPENSE> 3,649
<INCOME-PRETAX> 41,889
<INCOME-TAX> 17,594
<INCOME-CONTINUING> 24,295
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,295
<EPS-PRIMARY> 1.40
<EPS-DILUTED> 1.39
</TABLE>
