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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
O Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to
________.
Commission File Number: 0-18706
BLACK BOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3086563
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Park Drive
Lawrence, Pennsylvania 15055
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 724-746-5500
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __x__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / X /
Aggregate market value of outstanding Common Stock, $.001 par value (the "Common
Stock"), held by non-affiliates of the Registrant at June 16, 2000, was
$1,553,447,315 based on the closing sale price reported on the Nasdaq National
Market for June 16, 2000. 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 16, 2000, was 18,740,905.
Document Incorporated by Reference
Proxy Statement for 2000 Annual Meeting of Stockholders -- Part III
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PART I
ITEM 1 -- BUSINESS
OVERVIEW. Black Box (NASDAQ: BBOX) is a leading worldwide provider of technical
network services and related products to businesses of all sizes. Through its
BLACK BOX(R) Catalog, available in nine languages, and BLACK BOX(R) On-Line, the
Company offers more than 40,000 standard networking products, and also designs
and builds thousands of custom products every year. Technical support services
by telephone are provided to customers in 132 countries, 24 hours a day, seven
days a week, and technical services are provided on-site in the United States
and Western Europe. Founded in 1976, Black Box operates subsidiaries on five
continents and is headquartered near Pittsburgh, in Lawrence, Pennsylvania.
Black Box differentiates itself from its competitors through
unparalleled levels of technical support and its private label brand, BLACK
BOX(R). The Black Box brand has earned a reputation for high quality and
reliability since the Company was founded. Through its more than 2,000 technical
support professionals, the Company offers technical services on the phone free
of charge, 24 hours a day, seven days a week, and fee-based on-site technical
services.
Since its inception, the Company has experienced consistent growth in
revenues and profitability due to continual (i) delivery of high quality
technical services, both on the phone and at its customer's site, (ii)
commitment to the highest quality products, (iii) expansion of its product
offerings and (iv) its commitment to superior customer service.
INDUSTRY BACKGROUND. Black Box participates in the rapidly growing worldwide
telecommunications market (data, voice, video, et al.), which is expected to
grow from more than $800 billion today to $1,250 billion in 2003. One of the
fastest growing segments of this market is on-site technical services, with 1999
revenues estimated at approximately $25 billion, up more than 25% from the
previous year. Revenues in this segment are expected to exceed $40 billion by
2003, with percentage growth estimated at least in the mid-teens over the next
three years.
Continuous growth in the telecommunications market is driven by the
increasing use of sophisticated data networks and by an escalating demand for
increased bandwidth, which, in turn, is driven by the explosive growth of the
Internet. Emerging applications, such as e-commerce and video-on-demand, along
with improved computer graphics and web designs, are also contributing to the
need for more bandwidth, resulting in a constant flow of network upgrades
designed to increase capacity.
Products and services are distributed to this market primarily through
retailers and manufacturers, direct marketers, and value-added resellers
(including on-site service providers). Historically, Black Box had participated
only in the direct marketing channel, which accounts for 7% of the total market.
In fiscal 1999, Black Box began offering on-site technical services as a
complement to its phone-based technical service capabilities, thereby
significantly expanding its addressable market and enabling it to participate in
a much larger portion of the telecommunications market.
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 wish to benefit from high levels of technical support and customer
service. The Company believes that its combination of
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technical support (on the phone and on-site), customer service and cost-
effective direct marketing is the best method to sell into its markets. The
Company's 24 years of experience in the industry have enabled it to establish a
reputation for providing unparalleled technical support, highest quality product
solutions and outstanding customer service. 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:
On-the-Phone Technical Services. 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 provides unlimited "hotline" technical
expertise around-the-clock, 365 days a year, serving customers in 132 countries
around the world. The Company's 200 hotline experts are specialists in
conversion, connectivity, communications, local area networks, and installation
services. With years of experience and continuous training, they provide
reliable and cost-effective solutions to any computer, cabling, or network
communication challenge, from system design and product selection through
installation, post-installation and maintenance. Phone consultations are free of
charge and multilingual representatives are available worldwide. One million
calls for technical support were taken last year and, 99.2 percent of them were
answered in less than 20 seconds - the fastest answer rate in the industry.
On-Site Technical Services. By combining its broad product line, rapid
order fulfillment, and extensive on-the-phone technical support with on-site
technical services, Black Box can provide an end-to-end solution, from initial
system design, installation, testing, maintenance, and related products, to
ongoing follow-up support with moves, adds, changes and upgrades. On-site
technical services are provided in selected markets worldwide and the Company
intends to continue its geographic expansion of on-site capabilities.
Quality Networking Solutions. Black Box markets more than 40,000
products in categories including PC communication products and accessories,
cables and connectors, cabinets and racks, testers and tools, power and surge
protection, video and mass storage, switches, ServSwitch(TM) products, printer
devices, converters, line drivers, modems and multiplexors, and local area
networking equipment. The Company constantly modifies and updates its product
offerings based on technical advancements and market demand. In the past fiscal
year, more than 31,000 new products were introduced, a substantial increase over
the previous year.
Black Box guarantees all of its products by permitting customers to
return or exchange them within the first 45 days after purchase. In addition,
the Company provides warranties of at least one year on all products, and
lifetime warranties with many products. In Fiscal 1998, Black Box became the
first in the industry to introduce a warranty program offering full protection
regardless of cause of failure, including accidental, surge or water damage.
Extended warranty protection is also available on all Black Box brand products.
Brand Name. BLACK BOX(R) is a widely recognized brand name associated
with high quality products and knowledgeable customer support services. The
Company believes that the Black Box(R) tradename is important to its business.
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 Company's subsidiaries in
Australia, Brazil, France, Japan, Mexico and the United Kingdom have also
received the ISO certification. Rigorous quality
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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.
Proprietary Customer List. Over the past 24 years, the Company has
built a proprietary mailing list of approximately 1.8 million names representing
nearly 700,000 customers. 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.
In-Stock Availability and Rapid Order Fulfillment. The Company has
developed an efficient inventory management and order fulfillment systems that
allow more than 95 percent of orders for standard product received before
midnight eastern time to be shipped that same day.
GROWTH STRATEGY. The principal components of Black Box's growth strategy include
(i) expanded technical services worldwide and (ii) expanded product offerings.
Expanded Technical Services. In Fiscal 1998, Black Box expanded its
technical services to include on-site design, installation and maintenance for
infrastructure products. The Company believes there is a large, growing and
lucrative market for these services worldwide and it expects the expansion to
enable it to increase its addressable share of the worldwide telecommunications
market significantly.
Through a series of acquisitions, Black Box has established on-site
presence in: Alabama, Arizona, California, Connecticut, Delaware, Florida,
Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland,
Michigan, Minnesota, Mississippi, Missouri, Nevada, New Hampshire, New Jersey,
New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina,
Tennessee, Texas, Vermont, Virginia, Washington, West Virginia, Wisconsin and
the United Kingdom. Annualized combined revenues from on-site services were $55
million in Fiscal 1999 and $250 million in Fiscal 2000. The Company expects to
aggressively continue expanding its on-site capabilities in Fiscal 2001.
Annualized combined revenues from on-site services in Fiscal 2001 are expected
to approximate $450 million.
Expanded Product Offerings. The Company serves rapidly growing markets
and offers new products, which 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 2000, the Company introduced more than 31,000 new
products.
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 the Company's customers include most of the
Fortune 1,000 companies, Black Box estimates that 60% of its revenues were from
non-Fortune 1000 customers. 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. In addition to utilizing the Company's extensive technical knowledge,
larger customers find the BLACK BOX(R) Catalog to be a convenient and
comprehensive source for all of their networking needs.
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MARKETING. 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 targets the mailing of comprehensive, full-line
catalogs, specialty catalogs and other marketing materials directly to its
customers who make systems design and purchasing decisions. Black Box 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.
TECHNICAL SUPPORT. Black Box believes that its technical support is a critical
component of its success. The Company's technical experts, both phone based and
on-site, typically have technical or engineering backgrounds through education
or relevant work experience. Multilingual technical support is available 24
hours per day, 7 days per week. Black Box differentiates its phone based
technical services from others by providing immediate customer response.
Frequent contact between the Company's technical staff and customers enables the
identification of 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 enters and fulfills orders at its Pittsburgh
and subsidiary locations. Black Box's customer service group handled over one
million calls worldwide last year, and is available 24 hours per day from Monday
through Saturday. Off-hours ordering requirements for customers are handled by
technical support personnel. Using proprietary applications, customer service
representatives have immediate access to customer information and real-time
inventory levels to assist customers. Customer information is updated at the
time of the call and cross-selling and up-selling also occurs.
Black Box also employs an outbound customer sales and service 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 are utilized
to obtain specifications for potential orders and to follow-up on quotes. Black
Box provides key account pricing to large corporate buyers and provides an
assigned telesales representative who works with corporate buyers to ensure that
their requirements are satisfied.
WORLDWIDE OPERATIONS. The Company's headquarters and domestic operating
facilities of its phone services business 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. In Fiscal 1998, Black Box began construction of a new 132,000 square
foot distribution center expansion. The facility became operational in July 1999
with no disruption to its high customer service levels.
PRODUCTS. Black Box believes that its ability to offer a broad, innovative
product line with continuous new products has been an important factor in its
consistent high growth rates and operating margins. Black Box currently offers
more than 40,000 products through its catalog and website. A majority of the
15,000 products offered in the BLACK BOX(R) Catalog carry the BLACK BOX(R) brand
name.
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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 services and provides a significant channel of
distribution to end users. This network has manufacturing and engineering
capabilities to customize products for specialized applications. Black Box
believes that the loss of any single source of supply would not adversely affect
its business.
Black Box also operates its own manufacturing and assembly operation at
its Lawrence, Pennsylvania location, 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 not
economical or when lead times cannot be met by third-parties. Sourcing decisions
of in-house versus out-of-house are based upon a balance of quality, delivery,
performance and cost.
MANAGEMENT INFORMATION SYSTEMS. The Company has committed significant resources
to the development of sophisticated information systems that are used to manage
all aspects of its business. The Company's systems support and integrate
technical support and 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 its 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 phone services operation. At March 31, 2000, the worldwide
backlog of unfilled orders believed to be firm from phone services was
approximately $6 million. The worldwide backlog of unfilled orders believed to
be firm from on-site services was approximately $63 million.
EMPLOYEES. As of March 31, 2000, the Company had approximately 3,500 employees
worldwide of which approximately 800 are subject to collective bargaining
agreements. The Company believes that its relationship with its employees is
good.
FINANCIAL INFORMATION. Financial information regarding the Company, including
segment data, is set forth in Item 8 of this Form 10-K and is incorporated
herein by reference.
COMPETITION. The Company competes with a variety of manufacturers, direct
marketers, computer resellers and manufacturers' sales organizations. The
Company also competes with the manufacturers of products that the Company sells
under its private labels. The Company believes the principal competitive factors
in its markets are product quality and selection, technical support,
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customer base and customer service. The Company believes it competes favorably
with respect to these factors. The Company believes there are no dominant
competitors in the industry.
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. In Fiscal 1998, Black Box began
construction of a new 132,000 square foot addition to its product distribution
center. This building stands on 6 acres of previously undeveloped land adjacent
to the existing facility and became operational in July 1999. Black Box also
owns 62 undeveloped acres adjacent to such site.
The Company also owns or leases the following facilities:
<TABLE>
<CAPTION>
Location Own/Lease Square Footage
-------- --------- --------------
<S> <C> <C>
Melbourne, Australia Lease 15,100
Mechelen, Belgium Lease 27,600
Zaventum, Belgium Lease 11,600
Sao Paulo, Brazil Lease 14,000
Ontario, Canada Lease 6,200
Santiago, Chile Lease 5,600
Nottingham, England Lease 18,000
Rungis, France Lease 20,800
Hallbergmoos, Germany Lease 6,700
Hoofdorp, Holland Lease 1,200
Vimodrone, Italy Lease 8,900
Tokyo, Japan Lease 15,100
Mexico City, Mexico Lease 6,500
Utrecht, Netherlands Lease 20,500
Hato Rey, Puerto Rico Lease 6,000
Madrid, Spain Lease 10,800
Altendorf, Switzerland Lease 12,500
Daleville, Alabama, USA Lease 4,000
Montgomery, Alabama, USA Lease 5,000
Adelanto, California, USA Lease 13,500
Fairfield, California, USA Lease 1,000
Victorville, California, USA Lease 7,000
Whitter, California, USA Lease 5,000
Miami, Florida, USA Lease 6,000
Orlando, Florida, USA Lease 2,000
Sarasota, Florida, USA Lease 3,000
St. Petersburg, Florida, USA Lease 13,000
Norcross, Georgia, USA Lease 7,600
Chicago, Illinois, USA Lease 20,000
Indianapolis, Indiana, USA Lease 6,000
Frankfort, Kentucky, USA Lease 1,000
New Orleans, Louisiana, USA Lease 1,250
</TABLE>
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<TABLE>
<CAPTION>
Location Own/Lease Square Footage
-------- --------- --------------
<S> <C> <C>
Westboro, Massachusetts, USA Lease 2,500
Livonia, Michigan, USA Lease 2,100
Plymouth, Minnesota, USA Lease 9,400
St. Louis, Missouri, USA Lease 7,000
Westbury, New York, USA Lease 10,000
Brunswick, Ohio, USA Lease 2,750
Chevoit, Ohio, USA Lease 2,000
Cincinnati, Ohio, USA Lease 10,000
Dayton, Ohio, USA Lease 1,000
Lewis Center, Ohio, USA Lease 17,400
Blue Bell, Pennsylvania, USA Lease 15,000
Pittsburgh, Pennsylvania, USA Lease 4,900
West Columbia, South Carolina, USA Lease 6,000
Arlington, Texas, USA Lease 6,800
Dallas, Texas, USA Lease 7,300
Sterling, Virginia, USA Lease 10,450
Mukilteo, Washington, USA Lease 15,000
Charleston, West Virginia, USA Lease 2,225
Huntington, West Virginia, USA Lease 2,400
Newbury, England Own 1,100
Reading, England Own 19,400
Duluth, Georgia, USA Own 48,400
Winston-Salem, North Carolina, USA Own 7,200
Cincinnati, Ohio, USA Own 10,000
Murfreesboro, Tennessee, USA Own 26,000
</TABLE>
The Company believes that its manufacturing facilities, located at its
headquarters site, are adequate for its present level of production. The
Company's other facilities, including the new distribution center, 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, results of operations or cash flow of the
Company.
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>
Fred C. Young 44 Chairman of the Board and Chief Executive Officer
Anna M. Baird 43 Vice President, Chief Financial Officer, Treasurer,
Secretary and Principal Accounting Officer
Kathleen Bullions 45 Vice President of Operations
</TABLE>
The following is a biographical summary of the experience of the executive
officers of the Company:
FRED C. YOUNG, 44, was elected Chairman of the Board and Chief
Executive Officer of the Company on June 24, 1998. He was first elected a
director of the Company on December 18, 1995. He served as Vice President and
Chief Financial Officer, Treasurer and Secretary of Black Box Corporation since
joining the Company in 1991 and was promoted to Senior Vice President and Chief
Operating Officer in May 1996 and President in May 1997.
ANNA M. BAIRD, 43, was promoted to Vice President, Chief Financial
Officer, and Treasurer on May 9, 1997 and became Secretary in May 2000. She was
Director of Finance prior to May 9, 1997.
KATHLEEN BULLIONS, 45, was promoted to Vice President of Operations on
May 9, 1997. She was Director of Operations prior to May 9, 1997.
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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 16, 2000, the last reported sale price of the Common
Stock was $83 1/8 per share. The following table sets forth the quarterly high
and low sale prices of the Common Stock as reported by the Nasdaq Stock Market
during each of the Company's fiscal quarters indicated. Such over the counter
market quotations reflect inter-dealer prices, without retail mark-up, markdown,
or commission, and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
FISCAL 1998
1st Quarter 39-1/2 20-3/4
2nd Quarter 41-1/2 33-3/4
3rd Quarter 46 25
4th Quarter 40-1/4 29-1/2
FISCAL 1999
1st Quarter 41 31-7/16
2nd Quarter 37-3/8 22-3/4
3rd Quarter 38-3/8 21-1/2
4th Quarter 38-3/8 26-3/8
FISCAL 2000
1st Quarter 51-5/16 30-7/8
2nd Quarter 58-1/2 44-9/16
3rd Quarter 68-3/4 48-7/16
4th Quarter 78-5/8 54-1/2
</TABLE>
At March 31, 2000, there were 2,346 holders of record.
No cash dividends have been paid on the Common Stock.
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ITEM 6 -- SELECTED FINANCIAL DATA (DOLLARS IN THOUSANDS)
The following table sets forth certain selected historical consolidated
financial data for the Company for the periods indicated. All periods presented
have been restated where appropriate to reflect mergers accounted for as
poolings-of-interests. Information should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto included elsewhere
in this report. The historical data presented below for Fiscal Years 1996
through 2000 were derived from the Consolidated Financial Statements of the
Company.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
------------------------------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenue(1) $206,222 $246,413 $299,276 $329,974 $499,816
Cost of sales 95,733 117,698 151,441 167,672 280,868
-------- -------- -------- -------- --------
Gross profit 110,489 128,715 147,835 162,302 218,948
Selling, general &
Administrative expenses 68,454 78,624 88,137 94,674 129,488
-------- -------- -------- -------- --------
Operating income before
Amortization 42,035 50,091 59,698 67,628 89,460
Intangibles amortization 3,620 3,854 3,801 4,263 6,410
-------- -------- -------- -------- --------
Operating income 38,415 46,237 55,897 63,365 83,050
Interest expense, net 5,763 3,654 2,636 553 3,243
Net income $ 18,697 $ 24,792 $ 32,404 $ 38,145 $ 48,852
============================================================================
Basic earnings per share: $ 1.13 $ 1.47 $ 1.89 $ 2.19 $ 2.74
============================================================================
Diluted earnings per share: $ 1.10 $ 1.40 $ 1.79 $ 2.09 $ 2.60
============================================================================
Balance Sheet Data (at end of
Period):
Working capital $ 30,636 $ 39,364 $ 63,345 $ 73,262 $115,981
Total assets 158,750 176,826 190,283 246,465 452,289
Total long-term debt 41,274 21,280 8,189 204 105,374
Stockholders' equity 68,486 95,959 130,248 192,652 258,327
</TABLE>
(1) Revenues are net of sales returns and allowances.
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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,
---------------------------------------------
1998 1999 2000
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $299,276 $329,974 $499,816
On-Site Services 6.8% 8.2% 30.4%
Phone Services:
North America 48.2 48.1 36.5
International 45.0 43.7 33.1
Total Phone Services 93.2 91.8 69.6
Total Revenues 100.0 100.0 100.0
-----------------------------------------------------------------------------------------------------------------
</TABLE>
FISCAL 2000 COMPARED TO FISCAL 1999: Revenues for Fiscal 2000 were $499,816, an
increase of 52% over Fiscal 1999 revenues of $329,974. Revenues from on-site
services increased to $152,167 from $26,937, or 465% over the prior year.
On-site services revenue growth was primarily due to the Company's continued
geographic expansion of its technical services capabilities as well as strong
demand for on-site services from existing on-site customers. Total Fiscal 2000
revenues resulting from acquisitions accounted for using the purchase method was
$62,055.
Revenues from the Company's phone services business for Fiscal 2000 increased to
$347,649 from $303,037, or 15% over the prior year. Overall, phone services
revenue growth was driven by strong sales in all geographic regions. Phone
services revenues from North America increased to $182,414 from $158,873, or 15%
over the prior year. The growth of North America phone services revenues is
driven primarily by continued strong demand for infrastructure products,
ServSwitch(TM) and LAN products from customers of all sizes. International phone
services revenues for Fiscal 2000 increased to $165,235 from $144,164, or 15%
over the prior year. International phone services revenue growth was driven by
strong demand for infrastructure products, ServSwitch(TM), LAN products, printer
devices and modems, success in attracting new customers and deeper penetration
of existing customers. If exchange rates had remained constant from the prior
year, international phone services revenues would have increased 16% from Fiscal
1999.
Reported revenue dollar and percentage changes by geographic region were as
follows: Europe revenues increased $13,524, or 15%, Pacific Rim revenues
increased $8,034, or 22%, and Latin American revenues increased $3,048, or 19%.
If the exchange rate relative to the U.S. dollar had remained unchanged from
Fiscal 1999, revenue growth for Europe, Pacific Rim and Latin America would have
been 22%, 9% and 21%, respectively.
Gross profit in Fiscal 2000 increased to $218,948, or 43.8% of revenues, from
$162,302, or 49.2% of revenues in Fiscal 1999. The decline in gross profit
margin was due primarily to the increase in percentage of revenues from the
Company's on-site services which provides
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lower gross margins. The revaluation of foreign denominated intercompany
receivables had little impact on gross profit margin. Excluding the impact of
revaluing the intercompany receivables, the gross profit margin was 44.0% in
Fiscal 2000 compared to 49.0% in Fiscal 1999.
Selling, general and administrative ("SG&A") expenses for Fiscal 2000 were
$129,488, or 25.9% of revenues, an increase of $34,814 over SG&A expenses of
$94,674, or 28.7% of revenues in Fiscal 1999. SG&A expense as a percentage of
revenues decreased from last year primarily due to the increase in percentage of
revenue from the Company's on-site services which incurs lower operating
expenses relative to revenues. The dollar increase over the prior year related
primarily to additional marketing and personnel costs worldwide and additional
costs from on-site service operations which are included in Fiscal 2000 but not
in Fiscal 1999.
Operating income before amortization in Fiscal 2000 was $89,460, or 17.9% of
revenues, compared to $67,628, or 20.5% of revenues in Fiscal 1999. The decline
in margin was due primarily to the increase in percentage of revenues from the
Company's on-site services which operate at slightly lower margins. Intangibles
amortization for the year was $6,410, compared to the prior year amount of
$4,263. The increase in amortization is due to additional goodwill related to
the Company's continued expansion by merger of its technical services.
Net interest expense for Fiscal 2000 increased to $3,243 from $553 in Fiscal
1999 due to an increase in borrowings for the repurchase of the Company's Common
Stock and the continued expansion by merger of its technical services.
The tax provision in Fiscal 2000 was $31,225, or an effective tax rate of 39.0%,
which is comparable to $24,905, or an effective tax rate of 39.5%, in Fiscal
1999. The annual effective tax rate of 39.0% for Fiscal 2000 was higher than the
U.S. statutory rate of 35.0% primarily due to state income taxes, foreign income
taxes higher than the U.S. rate, and the unfavorable impact of non-deductible
intangibles amortization. The decline in the effective tax rate was primarily
due to the recovery of previous tax losses in Brazil and Mexico resulting from
their improved profitability.
Net income for Fiscal 2000 was $48,852 compared to $38,145 in Fiscal 1999, an
increase of 28%. This growth was primarily due to strong revenue growth, the
Company's ability to leverage its existing cost structure and the successful
expansion by merger of the Company's on-site services.
FISCAL 1999 COMPARED TO FISCAL 1998: Revenues for Fiscal 1999 were $329,974, an
increase of 10% over Fiscal 1998 revenues of $299,276. Revenues from on-site
services increased to $26,937 from $20,284, or 33% over the prior year. On-site
services revenue growth was primarily due to strong growth in customer demand
for on-site services and to the Company's continued expansion by merger of its
on-site technical services capabilities.
Revenues from the Company's phone services business for Fiscal 1999 increased to
$303,037 from $278,992, or 9% over the prior year. Overall, phone services
revenue growth was driven by increases in sales of new products and the
attainment of new customers related, in part, to the merger with South Hills
Datacomm in September 1998. Phone services revenues from North America increased
to $158,873 from $144,344, or 10% over the prior year. The growth of North
America phone services revenues is driven primarily by continued strong demand
for infrastructure products, ServSwitch(TM) and LAN products. International
phone services revenues
13
<PAGE> 14
for Fiscal 1999 increased to $144,164 from $134,648, or 7% over the prior year.
International phone services revenue growth was also driven by strong demand for
infrastructure products, ServSwitch(TM) and LAN products as well as success in
attracting new customers and deeper penetration of existing customers. If
exchange rates had remained constant from the prior year, international phone
services revenues would have increased an additional 0.3% from Fiscal 1998.
Reported revenue dollar and percentage changes by geographic region were as
follows: Europe revenues increased $14,951, or 19%, while Pacific Rim revenues
decreased $3,224, or (8)%, and Latin American revenues decreased $1,965, or
(11)%. If the exchange rate relative to the U.S. dollar had remained unchanged
from Fiscal 1998, revenue growth for Europe, Pacific Rim and Latin America would
have been 18%, (5)% and (11)%, respectively. The Pacific Rim revenue decline was
primarily due to the overall general economic climate in Japan. The Latin
American revenue decline was primarily due to decreases in revenues of the
Brazil and Mexico operations, which was consistent with management's plan to
eliminate unprofitable revenue categories to improve the overall profitability
of the Company.
Total Fiscal 1999 revenues resulting from acquisitions accounted for using the
purchase method was $17,476.
Gross profit in Fiscal 1999 increased to $162,302, or 49.2% of revenues, from
$147,835, or 49.4% of revenues in Fiscal 1998. The slight decrease in gross
profit margin was due primarily to the impact of strong revenue growth of the
Company's on-site services which operate at lower gross margins. The revaluation
of foreign denominated intercompany receivables had little impact on gross
profit margin. Excluding the impact of revaluing the intercompany receivables,
the gross profit margin was 49.0% in Fiscal 1999 compared to 49.6% in Fiscal
1998.
Selling, general and administrative ("SG&A") expenses for Fiscal 1999 were
$94,674, or 28.7% of revenues, an increase of $6,537 over SG&A expenses of
$88,137, or 29.5% of revenues in Fiscal 1998. SG&A expense as a percentage of
revenues decreased from last year, as the Company was able to leverage its
existing cost structure and because of the revenue growth of the Company's
on-site services which incurs lower operating expenses relative to revenues. The
dollar increase over the prior year related primarily to additional marketing
and personnel costs worldwide and additional costs related to the expansion of
the Company's technical services.
Operating income before amortization in Fiscal 1999 was $67,628, or 20.5% of
revenues, compared to $59,698, or 19.9% of revenues in Fiscal 1998. Intangibles
amortization for the year was $4,263, which is up slightly from the prior year
amount of $3,801.
Net interest expense for Fiscal 1999 declined to $553 from $2,636 in Fiscal 1998
due to lower average borrowings and a reduction in the Company's effective cost
of borrowing.
The tax provision in Fiscal 1999 was $24,905, or an effective tax rate of 39.5%,
which is comparable to $21,272, or an effective tax rate of 39.6%, in Fiscal
1998. The annual effective tax rate of 39.5% for Fiscal 1999 was higher than the
U.S. statutory rate of 35.0% primarily due to state income taxes, foreign income
taxes higher than the U.S. rate, and the unfavorable impact of non-deductible
intangibles amortization.
14
<PAGE> 15
Net income for Fiscal 1999 was $38,145 compared to $32,404 in Fiscal 1998, an
increase of 17.7%. This growth was primarily due to strong revenue growth in
North America and Europe and the Company's ability to leverage its existing cost
structure and the success of the Company's operational changes in Brazil and
Mexico.
LIQUIDITY AND CAPITAL RESOURCES: The Company continues to meet all of its
operating cash requirements through cash flow from operations. During Fiscal
2000, cash flow before net borrowings, cash impact of mergers, and treasury
stock purchases was $38,184. Reflected as a use of working capital in Fiscal
2000 are increases in accounts receivable that relate to billings occurring at
fiscal year end for on-site revenues recognized under the percentage of
completion method. The total cash impact of mergers and treasury stock purchases
was $62,123 and $67,253, respectively and, as a result, the Company's net
proceeds from borrowings increased by $93,890. The Company also made capital
expenditures of $12,566 during Fiscal 2000. As of March 31, 2000, the Company
had cash and cash equivalents of $8,643, working capital of $115,981 and
long-term debt of $105,374. The Company's total debt at March 31, 2000 of
$106,343 was comprised of notes of $102,800 and various loans and commitments of
$3,543. The weighted average interest rate on all indebtedness of the Company as
of March 31, 2000 and March 31, 1999 was approximately 6.7%.
Interest for borrowings for both facilities is variable based on the Company's
option of selecting the bank's prime rate (9% at March 31, 2000), the
Euro-dollar rate plus an applicable margin, as defined in the agreement or
Mellon's Automated Borrowing Services ("ABS") rate plus the applicable margin,
as defined in the agreement. The applicable margin added to the Euro-dollar rate
is adjusted each quarter based on the Consolidated Leverage Ratio, as defined in
the agreement and can vary from 0.5% to 1.0% (0.5% at March 31, 2000). The
agreements also require the Company to pay quarterly commitment fees, also based
on the Consolidated Leverage Ratio, as defined in the agreement and can vary
from 0.2% to 0.375% (0.2% as of March 31, 2000), of the daily unused portion of
the total commitment.
On March 31, 1999, the Company announced its intention to repurchase up to 1
million shares of its Common Stock. As of June 1999, the Company had repurchased
all 1 million shares in the open market at a total cost of $41,981. On July 15,
1999, the Company announced its intention to repurchase an additional 500,000
shares of its Common Stock. As of November 1999, the Company had repurchased all
500,000 shares under this plan at prevailing market rates for an aggregate
purchase price of $25,272. Funding for these stock repurchases came from
existing cash flow and borrowings under the Mellon Credit Facility and the New
Mellon Facility.
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, Chile 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.
The Company has entered into and will continue in the future, on a selective
basis, to enter into forward exchange contracts to reduce its foreign currency
exposure related to these intercompany transactions. On a monthly basis, the
open contracts are revalued to the current exchange rates and the resulting
gains and losses are recorded in other income. These gains and losses offset the
revaluation of the related foreign currency denominated receivables. At March
31, 2000, the
15
<PAGE> 16
open foreign exchange contracts were in Yen, Euro, Sterling pound and Canadian
dollars. These open contracts, valued at approximately $6,696, will expire over
the next three months and have contract rates of 105.70 to 108.43 Yen, 0.9581 to
0.9734 Euro, 1.5744 to 1.5858 Sterling pound and 1.4492 to 1.4552 Canadian
dollars, all per U.S. dollar. During Fiscal 2000, the net impact from revaluing
forward contracts was not material.
On April 4, 2000, Black Box Corporation of PA, a domestic subsidiary of the
Company, entered into a $120,000 Revolving Credit Agreement ("Long Term
Revolver") and a $60,000 Short Term Credit Agreement ("Short Term Revolver")
(together the "Syndicated Debt") with Mellon Bank, N.A. and a group of lenders.
The terms of the Syndicated Debt are substantially similar to the terms of the
existing Mellon Facility. The Long Term Revolver is scheduled to expire on April
4, 2003 and the Short Term Revolver is scheduled to expire on April 4, 2001.
Upon its expiration, the Company has the option to convert the Short Term
Revolver into a two-year term note with substantially similar terms. Interest on
the Syndicated Debt is variable based on the Company's option of selecting the
banks prime rate plus an applicable margin or the Euro-dollar rate plus an
applicable margin. The proceeds from the Syndicated Debt will be used to
refinance all existing Mellon debt and to provide additional working capital.
After refinancing all existing Mellon debt, the Company had $77,200 of
additional funds available under its Syndicated Debt.
The Company believes that its cash flow from operations and its existing credit
facilities will be sufficient to satisfy its liquidity needs for the foreseeable
future.
YEAR 2000 COSTS: The year 2000 issue refers to the potential for disruption to
business activities caused by system and processing failures of date-related
calculations, and is the result of computer-controlled systems using two digits
rather than four to define the applicable year. For example, computer programs
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in system failure or
miscalculation causing disruptions of operations, including among other things,
a temporary inability to process transactions, send invoices, or engage in
similar normal business activities.
To date, the Company has not experienced any business disruptions related to the
year 2000. Additionally, the Company has no reason to believe that any third
parties with whom it deals has had any material year 2000 issues. However, the
Company cannot give assurance that it will not experience any disruption due to
year 2000 in the future. The Company will continue to monitor its systems and
third parties for any problems related to this issue. Total costs for system
modifications directly related to preparing systems for the year 2000 were $400
and were expensed as incurred. The Company does not expect to incur any material
costs related to year 2000 in the future.
CONVERSION TO THE EURO CURRENCY: On January 1, 1999, certain members of the
European Union established fixed conversion rates between their existing
currencies and the European Union's common currency, the Euro. The Company
conducts business in member countries. The transition period for the
introduction of the Euro will be between January 1, 1999 and June 30, 2002. The
Company is assessing the issues involved with the introduction of the Euro and
does not expect Euro conversion to have a material impact on its operations or
financial results.
ACCOUNTING STANDARDS: In June 1998, the Financial Accounting Standards Board
("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," amended by SFAS No. 137, which establishes accounting and reporting
standards for derivative
16
<PAGE> 17
instruments and requires that an entity recognize all derivatives as either
assets or liabilities and measure those instruments at fair value. The Company
is currently evaluating the effects of SFAS No. 133 and does not expect its
adoption to have a material effect on the Company's financial statements or
results of operations. The Company expects to adopt the new standard in the
first quarter of Fiscal 2002.
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: When included in this Annual Report on Form 10-K or
in documents incorporated herein by reference, the words "expects," "intends,"
"anticipates," "believes," "estimates," and analogous expressions are intended
to identify forward-looking statements. Such statements are inherently subject
to a variety of risks and uncertainties that could cause actual results to
differ materially from those projected. Such risks and uncertainties include,
among others, the ability of the Company to identify, acquire and operate
additional on-site technical service companies, general economic and business
conditions, competition, changes in foreign, political and economic conditions,
fluctuating foreign currencies compared to the U.S. dollar, rapid changes in
technologies, customer preferences and various other matters, many of which are
beyond the Company's control. These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and speak only as of the date of this Annual Report on Form 10-K. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or any changes in the Company's expectations with regard thereto or
any change in events, conditions, or circumstances on which any statement is
based.
17
<PAGE> 18
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks in the ordinary course of business that
include foreign currency exchange rates. In an effort to mitigate the risk, the
Company, on a selective basis, will enter into forward exchange contracts. A
discussion of accounting policies for financial derivatives is included in Note
1 to the consolidated financial statements. At March 31, 2000, the Company had
open contracts valued at approximately $6,696 with a fair value of approximately
$6,717.
In the ordinary course of business, the Company is also exposed to risks that
interest rate increases may adversely affect funding costs associated with the
$102,800 of variable rate debt. At March 31, 2000, an instantaneous 100 basis
point increase in the interest rate would reduce the Company's future earnings
by $627, assuming the Company employed no intervention strategies.
18
<PAGE> 19
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
19
<PAGE> 20
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, 2000 and 1999, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the three years in
the period ended March 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Black Box
Corporation and subsidiaries as of March 31, 2000 and 1999, and the results of
their operations and their cash flows for each of the three years in the period
ended March 31, 2000, in conformity with accounting principles generally
accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
April 28, 2000
20
<PAGE> 21
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------------------------
1998 1999 2000
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $ 299,276 $ 329,974 $ 499,816
Cost of sales 151,441 167,672 280,868
---------------------------------------------------------------------------------------------------------------------------
Gross profit 147,835 162,302 218,948
SG&A expense 88,137 94,674 129,488
Intangibles amortization 3,801 4,263 6,410
---------------------------------------------------------------------------------------------------------------------------
Operating income 55,897 63,365 83,050
Interest expense, net 2,636 553 3,243
Other (income), net (415) (238) (270)
---------------------------------------------------------------------------------------------------------------------------
Income before income taxes 53,676 63,050 80,077
Provision for income taxes 21,272 24,905 31,225
---------------------------------------------------------------------------------------------------------------------------
Net income $ 32,404 $ 38,145 $ 48,852
---------------------------------------------------------------------------------------------------------------------------
Basic earnings per common share $ 1.89 $ 2.19 $ 2.74
Diluted earnings per common share $ 1.79 $ 2.09 $ 2.60
---------------------------------------------------------------------------------------------------------------------------
Weighted average common shares 17,168 17,435 17,835
Weighted average common and common
equivalent shares 18,084 18,268 18,785
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21
<PAGE> 22
BLACK BOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31,
-----------------------------
1999 2000
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 5,946 $ 8,643
Accounts receivable, net of allowance for doubtful
accounts of $4,023 and $6,304, respectively 62,841 115,958
Inventories, net 32,258 44,582
Prepaid catalog expenses 4,967 6,715
Costs and estimated earnings in excess of
billings on uncompleted contracts 4,630 7,953
Other current assets 6,765 10,683
------------------------------------------------------------------------------------------------------------------------------
Total current assets 117,407 194,534
Property, plant and equipment, net 24,190 40,445
Intangibles, net 104,208 215,366
Other assets 660 1,944
------------------------------------------------------------------------------------------------------------------------------
Total assets $ 246,465 $ 452,289
------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current debt $ 1,511 $ 969
Accounts payable 18,210 38,374
Accrued compensation and benefits 6,820 9,168
Billings in excess of costs and estimated
earnings on uncompleted contracts 1,524 3,655
Other accrued expenses 11,395 17,919
Accrued income taxes 4,685 8,468
------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 44,145 78,553
Long-term debt 204 105,374
Deferred taxes 9,051 9,581
Other liabilities 413 454
Stockholders' equity
Preferred stock authorized 5,000,000; par value
$1.00; none issued and outstanding -- --
Common stock authorized 40,000,000; par value
$.001; issued 18,147,358 and
19,940,217, respectively 18 20
Additional paid-in capital 59,272 144,828
Retained earnings 137,204 186,056
Treasury stock, at cost, 0 and 1,500,000 shares, respectively -- (67,253)
Cumulative foreign currency translation (3,842) (5,324)
------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 192,652 258,327
------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 246,465 $ 452,289
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22
<PAGE> 23
BLACK BOX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
CUMULATIVE
COMMON STOCK ADDITIONAL FOREIGN
------------------ TREASURY PAID-IN RETAINED CURRENCY
SHARES AMOUNT STOCK CAPITAL EARNINGS TRANSLATION TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT MARCH 31, 1997 16,986,593 $17 -- $ 30,010 $ 68,086 $(2,154) $ 95,959
Comprehensive income
Net income 32,404 32,404
Foreign currency translation
Adjustment (1,465) (1,465)
--------
Comprehensive income 30,939
Contribution from merger 261 578 839
Issuance of common stock 68,115
Exercise of options 178,313 2,038 2,038
Tax benefit from exercised options 1,808 1,808
Dividends declared to former
shareholders prior to mergers (1,335) (1,335)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1998 17,233,021 17 -- 34,117 99,733 (3,619) 130,248
Comprehensive income
Net income 38,145 38,145
Foreign currency translation
Adjustment (223) (223)
--------
Comprehensive income 37,922
Issuance of common stock 567,592 1 18,317 18,318
Exercise of options 346,745 3,732 3,732
Tax benefit from exercised options 3,106 3,106
Dividends declared to former
shareholders prior to mergers (674) (674)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1999 18,147,358 18 -- 59,272 137,204 (3,842) 192,652
Comprehensive income
Net income 48,852 48,852
Foreign currency translation
Adjustment (1,482) (1,482)
--------
Comprehensive income 47,370
Purchase of treasury stock (67,253) (67,253)
Issuance of common stock 1,148,570 1 64,676 64,677
Exercise of options 644,289 1 12,987 12,988
Tax benefit from exercised options 7,893 7,893
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2000 19,940,217 $20 $(67,253) $144,828 $186,056 $(5,324) $258,327
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
23
<PAGE> 24
BLACK BOX CORPORATION
Consolidated Statements Of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------------------------
1998 1999 2000
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 32,404 $ 38,145 $ 48,852
Adjustments to reconcile net income to cash
provided by operating activities
Depreciation and amortization 6,446 7,591 11,381
Other 151 139 (24)
Changes in working capital items
Accounts receivable, net (4,023) (3,438) (22,504)
Inventories, net (1,576) 2,575 (6,350)
Other assets (1,772) (435) (3,008)
Accounts payable (5,176) (1,982) 2,964
Accrued compensation and benefits 286 196 (588)
Accrued expenses 376 (957) 7,707
Accrued income taxes (1,722) 4,459 717
----------------------------------------------------------------------------------------------------------------------------
Cash provided by operating activities 25,394 46,293 39,147
----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (2,495) (9,354) (12,566)
Mergers, net of $160, $1,183 and $5,287 cash
acquired, respectively 160 (24,754) (62,123)
----------------------------------------------------------------------------------------------------------------------------
Cash (used) in investing activities (2,335) (34,108) (74,689)
----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings (94,196) (36,971) (17,340)
Proceeds from borrowings 81,340 16,766 111,230
Proceeds from the exercise of options 2,038 3,732 12,988
Purchase of treasury stock -- -- (67,253)
Dividends paid to former shareholders
prior to merger (1,335) (674) --
----------------------------------------------------------------------------------------------------------------------------
Cash (used) in / provided by financing activities (12,153) (17,147) 39,625
----------------------------------------------------------------------------------------------------------------------------
Foreign currency exchange impact on cash (1,465) (258) (1,386)
----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 9,441 (5,220) 2,697
Cash and cash equivalents at beginning of year 1,725 11,166 5,946
----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 11,166 $ 5,946 $ 8,643
----------------------------------------------------------------------------------------------------------------------------
Interest paid $ 2,758 $ 1,278 $ 3,171
----------------------------------------------------------------------------------------------------------------------------
Income taxes paid $ 16,181 $ 15,318 $ 21,005
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------------------------
1998 1999 2000
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mergers
Fair Value of:
Assets acquired $ -- $ 30,860 $ 110,181
Liabilities assumed -- (4,923) (42,771)
------------------------------------------------
Cash paid -- 25,937 67,410
Less cash acquired (160) (1,183) (5,287)
------------------------------------------------
Net cash paid for mergers $ (160) $ 24,754 $ 62,123
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
24
<PAGE> 25
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 provider of
technical networking services and related products to businesses of all sizes,
servicing customers in 132 countries throughout the world.
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.
REVENUE RECOGNITION: The Company recognizes revenue in its phone support
operations when products have been shipped and the price for the product has
been determined.
In its on-site services operations, the Company recognizes revenue on short-term
projects (generally projects with a duration of less than one month) as the
projects are completed and invoiced to the customer. Revenue from long-term
projects are recognized according to the percentage of completion method. Under
the percentage of completion method, income is recognized based on a ratio of
estimated costs incurred to total estimated contract costs. Losses, if any, on
such contracts are provided in full when they become known. Billing in excess of
costs and estimated earnings on uncompleted contracts are classified as current
liabilities and any costs and estimated earnings in excess of billings are
classified as current assets.
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>
1999 2000
---------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 2,231 $ 2,485
Work-in-process 31 23
Finished goods 33,552 45,858
Inventory reserve (3,556) (3,784)
---------------------------------------------------------------------------------------
Inventory, net $32,258 $44,582
---------------------------------------------------------------------------------------
</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.
25
<PAGE> 26
Property, plant and equipment balances, net of accumulated depreciation, at
March 31 are as follows:
<TABLE>
<CAPTION>
1999 2000
------------------------------------------------------------------------
<S> <C> <C>
Land $ 2,841 $ 2,948
Building and improvements 17,294 23,556
Machinery 24,796 39,612
------------------------------------------------------------------------
44,931 66,116
Accumulated depreciation (20,741) (25,671)
------------------------------------------------------------------------
Property, plant and equipment, net $ 24,190 $ 40,445
------------------------------------------------------------------------
</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, 25 to 40, and 40 years, respectively. The intangible assets and
associated accumulated amortization at March 31 are as follows:
<TABLE>
<CAPTION>
1999 2000
-------------------------------------------------------------------------------------
<S> <C> <C>
Reorganization value in excess of amounts
allocable to identifiable assets, less
accumulated amortization of $21,664 and
$24,448, respectively $ 35,410 $ 32,626
Goodwill, less accumulated amortization of $1,104
and $3,830, respectively 39,307 154,149
Tradename and trademarks, less accumulated
amortization of $6,451 and $7,351, respectively 29,491 28,591
-------------------------------------------------------------------------------------
Intangibles, net $104,208 $215,366
-------------------------------------------------------------------------------------
</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.
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
26
<PAGE> 27
subsidiaries located in Brazil and Mexico, the U.S. dollar is the functional
currency, hence a combination of current and historical rates is 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, Chile and Mexico
are denominated in the subsidiaries local currency. Intercompany sales to the
subsidiaries in Brazil, Chile 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 generally have a
term of 3 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,
and the resulting gains and losses are recorded in other income. These gains and
losses offset the revaluation of the related foreign currency denominated
receivables.
At March 31, 2000, the open foreign exchange contracts were in Yen, Euro,
Sterling pound and Canadian dollars. These open contracts, valued at
approximately $6,696, will expire over the next three months and have contract
rates of 105.70 to 108.43 Yen, 0.9581 to 0.9734 Euro, 1.5744 to 1.5858 Sterling
pound and 1.4492 to 1.4552 Canadian dollars, all per U.S. dollar. During Fiscal
2000, the net impact 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: Basic earnings per common share were computed based on the
weighted average number of common shares issued and outstanding, during the
relevant periods. Diluted earnings per common share were computed under the
treasury stock method based on the weighted average number of common shares
issued and outstanding, plus additional shares assumed to be outstanding to
reflect the dilutive effect of common stock equivalents.
USE OF ESTIMATES: The preparation of financial statements in accordance with
generally accepted accounting standards 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.
ACCOUNTING STANDARDS: In June 1998, the Financial Accounting Standards Board
("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," amended by SFAS No. 137, which establishes accounting and reporting
standards for derivative instruments and requires that an entity recognize all
derivatives as either assets or liabilities and measure those instruments at
fair value. The Company is currently evaluating the effects of SFAS No. 133 and
does not expect its adoption to have a material effect on the Company's
financial statements or
27
<PAGE> 28
results of operations. The Company expects to adopt the new standard in first
quarter of Fiscal 2002.
RECLASSIFICATIONS: Certain prior year amounts have been reclassified to conform
to the current year financial statement presentation.
NOTE 2: CHANGES IN BUSINESS
MERGERS AND NEW SUBSIDIARIES: During Fiscal 2000, the Company successfully
completed 23 business combinations which have been accounted for using the
purchase method of accounting. April 1999 - Con-Optic, Inc. ("Con-Optic"), May
1999 - C-Tel Corporation ("C-Tel"), July 1999 - American Cabling & Equipment
Services, Inc. ("American Cabling") and Comm Line Inc. ("Comm Line"), September
1999 - Florida Intranet Group, Inc. ("FIG") and Business Communication Concepts,
Inc. ("BusCom"), October 1999 - Koncepts Communications of L.I., Corp.
("Koncepts") and Communication Contractors, Inc. ("CCInc."), November 1999 -
DataCom-Link, Inc. and T&U Electric Service, Inc. ("DataCom"), American
Communications Network Corporation ("ACN") and Datech Holdings, Limited
("Datech"), December 1999 - U.S. Premise Networking Services, Inc. ("USP") and
TennMark Telecommunications, Inc. ("TennMark"), January 2000 - Parrish
Communication Cabling, Inc. ("Parrish"), Structured Network Solutions, Inc.
("SNS"), R&D Services, Inc. ("R&D") and The Delaney Companies ("Delaney"),
February 2000 - K&A Communications, Inc. ("K&A") and Jet Line Communications,
Inc. ("JetLine") and March 2000 - American Telephone Service, Inc. ("ATS"), HL
Service ("HL"), Advanced Network Technologies, Inc. ("Adnet") and Coast to Coast
Communications, Inc. ("Coast"). In connection with the above 23 business
combinations, the Company issued an aggregate of 1,144 shares of its common
stock in exchange for all of the outstanding shares of the above 23 companies.
In addition, an aggregate of $57,638 in cash was used to acquire the above 23
companies. The aggregate purchase price was $124,548 and resulted in goodwill
after assumed liabilities of approximately $110,476, which is being amortized
over twenty-five years. As of March 31, 2000, certain merger agreements provide
for contingent payments, depending on future performance, of up to $14,800. Upon
meeting the future performance goals, the goodwill will be adjusted for the
amount of the contingent payments.
In addition, during Fiscal 2000, the Company completed three international
mergers, Comunicaciones SA Spain, Indacom N.V. and Blue Box B.V., for a total
purchase price of $8,818, resulting in goodwill of approximately $6,922.
The Company has consolidated the results of operations for each of the acquired
companies as of the respective merger date. The following table reports pro
forma information as if the acquired entities had been purchased at the
beginning of the stated periods:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------------
1999 2000
(UNAUDITED) (UNAUDITED)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue As reported $329,974 $499,816
Pro forma 555,290 630,001
----------------------------------------------------------------------------------------------------------
Net income As reported $ 38,145 $ 48,852
Pro forma 47,490 52,647
----------------------------------------------------------------------------------------------------------
Earnings per share As reported $ 2.09 $ 2.60
Pro forma 2.38 2.70
----------------------------------------------------------------------------------------------------------
</TABLE>
28
<PAGE> 29
During Fiscal 1999, the Company successfully completed four business
combinations accounted for as poolings of interests: Associated Network
Solutions, Inc. ("ANSI"), American Telephone Wiring Company ("ATW"), CCI Direct
Connect, Inc. ("CCI") and Midwest Communications Technologies, Inc. ("MCT").
Accordingly, all prior period amounts of ANSI, ATW, CCI and MCT have been
restated to reflect the combined results of operations and financial position.
The Company issued an aggregate of 468 shares of its common stock in exchange
for all of the outstanding shares of ANSI, ATW, CCI and MCT. The following table
reports aggregated revenue and aggregated net income of ANSI, ATW, CCI and MCT
for the periods preceding the acquisition dates:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
------------------------------------
1998 1999
(FULL YEAR) (PARTIAL YEAR *)
----------------------------------------------------------------------------------------------
<S> <C> <C>
Revenue $19,455 $6,496
Net income 1,489 415
----------------------------------------------------------------------------------------------
</TABLE>
* Fiscal 1999 data includes only activity for each of the Merged
Companies from April 1, 1998 to its respective merger date. (Fiscal
1998 data includes twelve full months, all prior to merger date.)
Three of the four Merged Companies were Subchapter S corporations. As such, the
earnings of these three companies were not subject to United States corporate
income tax. Proforma tax information is not presented because it is not
material.
In addition, during Fiscal 1999, the Company completed eight business
combinations which have been accounted for using the purchase method of
accounting: Todd Communications, Inc. ("Todd"), Cable Consultants, Incorporated.
("Cable Con"), Key-Four, Inc. ("Key-Four"), Advanced Communications Corporation
("ACC"), Wakefield Electronics Group Inc., doing business as South Hills
Datacomm ("South Hills"), Ohmega Installations Limited ("Ohmega"), Aicon
Telemarketing Tecnologico Ltda. ("Aicon") and The Austin Connection, Inc.
("Austin").
In connection with the eight business combinations during Fiscal 1999 accounted
for using the purchase method of accounting, the Company issued an aggregate of
568 shares of its common stock in exchange for all of the outstanding shares of
the above eight companies. In addition, an aggregate of $25,980 in cash was used
to acquire the above eight companies. The aggregate purchase price was $44,615
and resulted in goodwill after assumed liabilities of approximately $36,451,
which is being amortized over twenty-five years. Merger agreements provide for
contingent payments of up to $600 depending on future performance. Upon meeting
the future performance goals, the goodwill will be adjusted for the amount of
the contingent payments. The Company has consolidated the results of operations
for the eight business combinations as of the respective merger dates. The
operations and financial position of the eight business combinations 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. Total
revenues in Fiscal 1999 from mergers accounted for using the purchase method was
$17,476.
During Fiscal 1998, the Company merged with ATIMCO. The Company issued 68 shares
of common stock in the transaction, which was accounted for by a pooling of
interests. ATIMCO's revenues in Fiscal 1998 were $3,200. ATIMCO's results of
operations are not considered material to the Company, and as such, prior
periods have not been restated.
29
<PAGE> 30
NOTE 3: INDEBTEDNESS
Long-term debt at March 31 is as follows:
<TABLE>
<CAPTION>
1999 2000
-----------------------------------------------------------
<S> <C> <C>
Notes $ -- $102,800
Other debt 1,715 3,543
-----------------------------------------------------------
1,715 106,343
Less: current portion (1,511) (969)
-----------------------------------------------------------
Long-term debt $ 204 $105,374
-----------------------------------------------------------
</TABLE>
On February 12, 1999, Black Box Corporation of Pennsylvania ("Black Box PA"), a
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. The Mellon facility provided a revolving line of credit up to $49
million and was to expire September 30, 2002.
On August 27, 1999 Black Box PA signed an agreement providing an additional $30
million revolving credit facility with Mellon (the "New Mellon Facility"). The
New Mellon Facility was to expire on August 25, 2000. Upon its expiration, the
Company had the option to convert the New Mellon Facility into a three-year note
with substantially similar terms.
Interest for borrowings for both facilities is variable based on the Company's
option of selecting the bank's prime rate (9% at March 31, 2000), the
Euro-dollar rate plus an applicable margin, as defined in the agreement, or
Mellon's Automated Borrowing Services ("ABS") rate plus the applicable margin,
as defined in the agreement. The applicable margin added to the Euro-dollar rate
is adjusted each quarter based on the Consolidated Leverage Ratio, as defined in
the agreement and can vary from 0.5% to 1.0% (0.5% at March 31, 2000). The
agreements also require the Company to pay quarterly commitment fees, also based
on the Consolidated Leverage Ratio, as defined in the agreement and can vary
from 0.2% to 0.375% (0.2% as of March 31, 2000), of the daily unused portion of
the total commitment. These agreements are unsecured; however, the Company, as
the ultimate parent, guarantees all borrowings. The agreements both contain
restrictive covenants that relate to capital expenditures and various financial
ratios.
On January 4, 2000, Black Box PA entered into an additional $30 million
revolving credit agreement (the "Bridge Facility") with terms substantially
similar to the existing Mellon debt based on the Company's desire to obtain new
Credit Facilities of up to $180 million (the "Syndicated Debt" discussed below).
The Bridge Facility was a fill gap facility until the details of the Syndicated
Debt could be negotiated, finalized and closed. All borrowings under the Bridge
Facility were at prime rate, which varied from 8.5% to 9.0% during its term. The
Bridge Facility was paid in full on April 4, 2000, after the close of the
current fiscal year.
On April 4, 2000, after the close of the current fiscal year, Black Box PA
simultaneously entered into a $120,000 Revolving Credit Agreement ("Long Term
Revolver") and a $60,000 Short Term Credit Agreement ("Short Term Revolver")
(together the "Syndicated Debt") with Mellon Bank, N.A. and a group of lenders.
The terms of the Syndicated Debt are substantially similar to the terms of the
existing Mellon Facility. The Long Term Revolver is scheduled to expire on
April 4, 2003
30
<PAGE> 31
and the Short Term Revolver is scheduled to expire on April 4, 2001. Upon its
expiration, the Company has the option to convert the Short Term Revolver into a
two-year term note with substantially similar terms.
Interest on the Syndicated Debt is variable based on the Company's option of
selecting the banks prime rate plus an applicable margin as defined in the
agreement or the Euro-dollar rate plus an applicable margin as defined in the
agreement. The applicable margin is adjusted each quarter based on the Company's
Consolidated Leverage Ratio. The applicable margin varies from zero to 0.75% on
the prime rate option and from 0.75% to 1.75% on the Euro-dollar rate option.
The Syndicated Debt also provides for the payment of quarterly commitment fees
on unborrowed funds at a rate that is also determined by the Consolidated
Leverage Ratio. The commitment fee percentage ranges from 0.2% to 0.32%. The
Syndicated Debt is unsecured; however, the Company, as the ultimate parent,
guarantees all borrowings and the debt contains various restrictive covenants.
The proceeds from the Syndicated Debt will be used to refinance all existing
Mellon debt and to provide additional working capital. With the close of the
Syndicated Debt, the Credit Agreements dated February 12, 1999, August 27, 1999
and January 4, 2000 were all fully paid and satisfied.
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%.
At March 31, 2000, the Company had $1,076 of letters of credit outstanding.
The aggregated amount of the minimum principal payments for each of the five
fiscal years subsequent to March 31, 2000 for all long-term indebtedness is as
follows: 2001-$969; 2002-$1,757; 2003-$407; 2004-$102,982; 2005-$104; and
thereafter-$124.
The fair value of the Company's debt at March 31, 2000 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 pretax income from continuing operations
for the years ended March 31 are as follows:
<TABLE>
<CAPTION>
1998 1999 2000
---------------------------------------------------------------
<S> <C> <C> <C>
Domestic $40,280 $46,007 $56,304
Foreign 13,396 17,043 23,773
---------------------------------------------------------------
Consolidated $53,676 $63,050 $80,077
---------------------------------------------------------------
</TABLE>
31
<PAGE> 32
The provision for income tax charged to continuing operations for the years
ended March 31 consists of the following:
<TABLE>
<CAPTION>
1998 1999 2000
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 9,706 $ 9,980 $11,474
State 856 1,031 1,020
Foreign 7,612 7,799 9,254
-----------------------------------------------------------------------------
Total current 18,174 18,810 21,748
-----------------------------------------------------------------------------
Deferred 3,098 6,095 9,477
-----------------------------------------------------------------------------
Provision for income taxes $21,272 $24,905 $31,225
-----------------------------------------------------------------------------
</TABLE>
Reconciliations between income taxes from continuing operations computed using
the federal statutory income tax rate and the Company's effective tax rate for
the years ended March 31 are as follows:
<TABLE>
<CAPTION>
1998 1999 2000
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory tax rate 35.0% 35.0% 35.0%
Foreign taxes, net of foreign tax credits 2.8 1.1 (0.4)
Amortization of nondeductible intangibles 1.9 1.8 2.2
State income taxes, net of federal benefit 1.6 1.6 1.7
Other, net (1.7) 0.0 0.5
------------------------------------------------------------------------------------------
Effective tax rate 39.6% 39.5% 39.0%
------------------------------------------------------------------------------------------
</TABLE>
The components of deferred tax (liabilities) assets at March 31 are as follows:
<TABLE>
<CAPTION>
1999 2000
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Tradename and trademarks $(10,312) $ (9,999)
State taxes (1,041) (1,744)
Unremitted earnings of Japanese subsidiary (3,528) (5,394)
Basis of fixed assets (1,026) (624)
-------------------------------------------------------------------------------------------------------------
Gross deferred tax liabilities (15,907) (17,761)
Net operating losses and foreign tax credit carryforwards 6,593 7,094
Other 263 1,086
-------------------------------------------------------------------------------------------------------------
Gross deferred tax assets 6,856 8,180
-------------------------------------------------------------------------------------------------------------
Net deferred tax liabilities $ (9,051) $ (9,581)
-------------------------------------------------------------------------------------------------------------
</TABLE>
At March 31, 2000, the Company had $43,923 of net operating loss carryforwards
and $38,826 of alternative minimum tax loss 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 general, except for certain earnings in Japan, it is management's intention
to reinvest undistributed earnings of foreign subsidiaries, which aggregate
approximately $23,773 based on exchange rates at March 31, 2000. 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,
32
<PAGE> 33
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 and facilities under noncancelable
operating lease agreements, which contain provisions for certain rental
adjustments as well as renewal options. Rent expense under these operating
leases for the years ended March 31, 1998, 1999 and 2000 was $916, $2,882, and
$4,831, respectively. At March 31, 2000, the minimum lease commitments under all
noncancelable operating leases for the next five years are as follows:
2001-$4,569; 2002-$3,850; 2003-$2,538; 2004-$1,457; 2005-$1,128 and
thereafter-$5,799.
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, the results of operations or cash flows of
the Company.
NOTE 6: INCENTIVE COMPENSATION PLANS
PERFORMANCE BONUS: The Company has a variable compensation plan covering
substantially all phone services 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 that covers certain
key employees. Amounts to be paid under this plan are based on the attainment of
certain operating targets over a three-year period ending March 31, 2001. The
amount expensed under the variable and incentive compensation plans for the
years ended March 31, 1998, 1999 and 2000 were $2,402, $3,519 and $3,366,
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. phone services 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 each pay period 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, 1998, 1999 and 2000 was $523, $748
and $945, respectively.
STOCK OPTION PLANS: The Company has two stock option plans, the 1992 Stock
Option Plan, as amended (the "Employee Plan"), and the 1992 Directors Stock
Option Plan, as amended (the "Directors Plan"). The Employee Plan authorizes the
issuance of options and stock appreciation rights ("SARs") for up to 3,900
shares of Common Stock. Options are issued by the Board of Directors or a Board
committee to key employees of the Company and generally become exercisable in
equal amounts over a three-year period. Option prices are equal to the fair
market value of the stock on the date of the grant. No SARs have been issued.
33
<PAGE> 34
The Directors Plan authorizes the issuance of options and SARs for up to 100
shares of Common Stock. Options are issued by the Board of Directors or a Board
committee and generally become exercisable in equal amounts over a three-year
period. Option prices are equal to the fair market value of the stock on the
date of the grant. No SARs have been issued.
The following is a summary of the Company's stock option plans for years ended
March 31:
<TABLE>
<CAPTION>
1998 1999 2000
------------------------------------------------------------------------------------------------------------------------------
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 1,750 $14.11 2,518 $20.14 2,802 $21.52
Granted 1,042 28.71 723 22.08 837 45.61
Exercised (178) 11.43 (348) 10.82 (644) 20.15
Forfeited (96) 19.43 (91) 28.77 (24) 27.22
------------------------------------------------------------------------------------------------------------------------------
Outstanding, end of
the year 2,518 $20.14 2,802 $21.51 2,971 $28.54
Exercisable, end of year 1,119 $12.32 1,355 $17.70 1,420 $20.64
Weighted average fair value
of options granted during
the year $17.26 $11.87 $19.33
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table summarizes information about the stock options outstanding
at March 31, 2000:
<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
-------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
$7.77 12 2.7 years $ 7.77 12 $ 7.77
$8.92 - $9.35 50 3.6 years 9.35 50 9.35
$9.78 - $10.13 275 4.3 years 10.07 275 10.07
$13.06 - $15.75 241 5.2 years 14.94 241 14.94
$20.50 - $21.94 794 8.2 years 21.80 287 21.64
$24.75 - $27.38 135 6.6 years 25.00 126 24.83
$30.25 - $35.19 672 7.9 years 30.52 429 30.39
$45.06 - $51.44 781 9.4 years 46.13 0 --
$55.88 - $62.13 11 9.7 years 59.15 0 --
-------------------------------------------------------------------------------------------------------------
$ 7.77 - $62.13 2,971 7.7 years $28.54 1,420 $20.64
-------------------------------------------------------------------------------------------------------------
</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:
34
<PAGE> 35
<TABLE>
<CAPTION>
1998 1999 2000
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income As reported $32,404 $38,145 $48,852
Pro forma 30,103 34,071 45,075
--------------------------------------------------------------------------------------------------
Earnings per share As reported $ 1.79 $ 2.09 $ 2.60
Pro forma 1.66 1.86 2.40
--------------------------------------------------------------------------------------------------
</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>
1998 1999 2000
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Expected life (in years) 7.3 6.1 4.0
Risk free interest rate 5.7% 4.6% 6.0%
Volatility 50% 50% 45%
Dividend yield -- -- --
--------------------------------------------------------------------------------------------------
</TABLE>
NOTE 7: EARNINGS PER SHARE
Basic earnings per common share were computed based on the weighted average
number of common shares issued and outstanding during the relevant periods.
Diluted earnings per common share were computed under the treasury stock method
based on the weighted average number of common shares issued and outstanding.
The following table details this calculation:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------
1998 1999 2000
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income for earnings per share computation $32,404 $38,145 $48,852
Basic earnings per common share:
Weighted average common shares 17,168 17,435 17,835
Basic earnings per common share $ 1.89 $ 2.19 $ 2.74
----------------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share:
Weighted average common shares 17,168 17,435 17,835
Shares issuable from assumed conversion of
common stock equivalents (net of tax savings) 916 833 950
----------------------------------------------------------------------------------------------------------------------------
Weighted average common and common
equivalent shares 18,084 18,268 18,785
Diluted earnings per common share $ 1.79 $ 2.09 $ 2.60
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 8: TREASURY STOCK
On March 31, 1999, the Company announced its intention to repurchase up to 1
million shares of its Common Stock. As of June 1999, the Company had repurchased
all 1 million shares at prevailing market prices for an aggregate purchase price
of $41,981. On July 15, 1999, the Company announced its intention to repurchase
an additional 500 shares of its Common Stock. As of November 1999, the Company
had repurchased all 500 shares under this plan at prevailing market rates for an
aggregate purchase price of $25,272. Funding for these stock repurchases came
from existing cash flow and borrowings under credit facilities maintained with
Mellon Bank, N.A.
35
<PAGE> 36
NOTE 9: SEGMENT REPORTING
Since the annual report for the fiscal year ended March 31, 1999, the Company
has changed its basis of segmentation from a geographic basis to a product and
service line basis. The Company now manages the business primarily on a product
and service line basis. Its reportable segments are comprised of On-Site
Services and Phone Services. The Other operating segment includes expenses
related primarily to tradename and trademark protection. The Company reports its
segments separately because of differences in the ways the product and service
lines are managed and operated. Consistent with SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information," the Company aggregates
similar operating segments into reportable segments.
The accounting policies of the various segments are the same as those described
in "Summary of Significant Accounting Principles" in Note 1. The Company
evaluates the performance of each segment based on "Worldwide EBITA." A
segment's Worldwide EBITA is its earnings before interest, taxes and
amortization. Revenues and the related profits on intercompany transactions are
reported by the segment providing the third-party revenues. Intersegment sales
are not reviewed by management and are not presented below. Certain costs
incurred in phone services are directly related to developing and supporting
on-site services and therefore are reclassified from phone services to on-site
services in the information presented below. These costs include merger related
activities and marketing and procurement activities for on-site services.
Interest income, interest expense and expenditures for segment assets are not
presented to or reviewed by management, and therefore are not presented in the
information below.
Summary information by reportable segment is as follows:
<TABLE>
<CAPTION>
ON-SITE SERVICES
1998 1999 2000
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $ 20,284 $ 26,937 $152,167
Worldwide EBITA 1,881 1,829 18,682
Depreciation 6 283 1,461
Amortization -- 69 1,895
Segment assets 5,337 37,816 221,377
------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PHONE SERVICES
1998 1999 2000
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $278,992 $303,037 $347,649
Worldwide EBITA 57,930 65,821 70,880
Depreciation 2,726 3,007 3,512
Amortization 2,900 3,293 3,557
Segment assets 223,943 256,826 312,496
------------------------------------------------------------------------------------------------------
</TABLE>
36
<PAGE> 37
<TABLE>
<CAPTION>
OTHER
1998 1999 2000
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
Worldwide EBITA (113) (22) (102)
Depreciation (192) (195) (234)
Amortization 901 901 958
Segment assets 170,026 207,878 340,532
------------------------------------------------------------------------------------------------------
</TABLE>
The following are reconciliations between certain reportable segment data and
the corresponding consolidated amounts:
<TABLE>
<CAPTION>
REVENUES
1998 1999 2000
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total revenues from reportable segments $299,276 $329,974 $499,816
Other revenues -- -- --
------------------------------------------------------------------------------------------------------
Total consolidated revenues 299,276 329,974 499,816
------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EBITA
1998 1999 2000
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Worldwide EBITA for reportable segments
$ 59,811 $ 67,650 $ 89,562
Other EBITA (113) (22) (102)
------------------------------------------------------------------------------------------------------
Total consolidated EBITA 59,698 67,628 89,460
------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ASSETS
1998 1999 2000
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total assets for reportable segments $ 229,280 $ 294,642 $ 533,873
Other assets 170,026 207,878 340,532
Corporate eliminations (209,023) (256,055) (422,116)
--------------------------------------------------------------------------------------------------------
Total consolidated assets 190,283 246,465 452,289
--------------------------------------------------------------------------------------------------------
</TABLE>
Information about geographic areas is as follows:
<TABLE>
<CAPTION>
REVENUES
1998 1999 2000
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
North America $164,628 $185,668 $330,904
Europe 77,382 92,387 105,911
Pacific Rim 39,395 36,122 44,156
Latin America 17,871 15,797 18,845
------------------------------------------------------------------------------------------------------
Total revenues 299,276 329,974 499,816
------------------------------------------------------------------------------------------------------
</TABLE>
37
<PAGE> 38
<TABLE>
<CAPTION>
ASSETS
1998 1999 2000
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
North America $136,416 $186,738 $364,303
Europe 30,042 34,697 60,311
Pacific Rim 12,107 12,746 16,200
Latin America 11,718 12,284 11,475
------------------------------------------------------------------------------------------------------
Total assets 190,283 246,465 452,289
------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 10: QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FISCAL 1999
Revenues $73,096 $ 79,130 $ 84,789 $ 92,959 $329,974
Gross profit 36,185 38,596 42,073 45,448 162,302
Net income 8,284 8,764 9,605 11,492 38,145
Basic earnings per
common share 0.48 0.51 0.55 0.65 2.19
Diluted earnings per
common share 0.46 0.49 0.53 0.62 2.09(1)
---------------------------------------------------------------------------------------------------------------------------
FISCAL 2000
Revenues $97,520 $117,889 $127,128 $157,279 $499,816
Gross profit 45,467 51,283 55,397 66,801 218,948
Net income 10,640 11,577 12,305 14,330 48,852
Basic earnings per
common share 0.60 0.66 0.68 0.79 2.74(1)
Diluted earnings per
common share 0.57 0.62 0.65 0.75 2.60(1)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Earnings per share for the year is different than the sum of the quarterly
earnings per share due to the change in shares each quarter.
NOTE 11: SUBSEQUENT EVENTS (UNAUDITED)
On April 4, 2000, after the close of the current fiscal year, Black Box PA
simultaneously entered into a $120,000 Revolving Credit Agreement ("Long Term
Revolver") and a $60,000 Short Term Credit Agreement ("Short Term Revolver")
(together the "Syndicated Debt") with Mellon Bank, N.A. and a group of lenders.
The terms of the Syndicated Debt are substantially similar to the terms of the
existing Mellon Facility. The Long Term Revolver is scheduled to expire on April
4, 2003 and the Short Term Revolver is scheduled to expire on April 4, 2001.
Upon its expiration, the Company has the option to convert the Short Term
Revolver into a two-year term note with substantially similar terms.
Interest on the Syndicated Debt is variable based on the Company's option of
selecting the banks
38
<PAGE> 39
prime rate plus an applicable margin as defined in the agreement or the
Euro-dollar rate plus an applicable margin as defined in the agreement. The
applicable margin is adjusted each quarter based on the Company's Consolidated
Leverage Ratio. The applicable margin varies from zero to 0.75% on the prime
rate option and from 0.75% to 1.75% on the Euro-dollar rate option. The
Syndicated Debt also provides for the payment of quarterly commitment fees on
unborrowed funds at a rate that is also determined by the Consolidated Leverage
Ratio. The commitment fee percentage ranges from 0.2% to 0.32%. The Syndicated
Debt is unsecured; however, the Company, as the ultimate parent, guarantees all
borrowings and the debt contains various restrictive covenants.
The proceeds from the Syndicated Debt will be used to refinance all existing
Mellon debt and to provide additional working capital. With the close of the
Syndicated Debt, the Credit Agreements dated February 12, 1999, August 27, 1999
and January 4, 2000 were all fully paid and satisfied.
In April 2000, the Company merged with Teldata Corporation ("Teldata").
Established in 1970 in Nashville, Tennessee, Teldata provides technical design,
installation and maintenance services for telephony, premise cabling and related
products to customers throughout the United States. The results of operations
and financial position of Teldata are not material to the consolidated results
of operations or financial position.
In April 2000, the Company merged with Cabling Concepts, Inc. ("Cabling
Concepts"). Established in 1991 in Lakewood, Ohio, Cabling Concepts provides
technical design, installation and maintenance services for premise cabling and
related products to customers primarily in the greater Cleveland area. The
results of operations and financial position of Cabling Concepts are not
material to the consolidated results of operations or financial position.
In June 2000, the Company merged with ST Communications and Cabling, Inc.
("ST"). Established in 1991 in Kansas City, Missouri, ST provides technical
design, installation and maintenance services for premise cabling and related
products to customers in greater Kansas City and Des Moines, Iowa. The results
of operations and financial position of ST are not material to the consolidated
results of operations or financial position.
In June 2000, the Company merged with GMCI NetComm, Inc. ("GMCI"). Established
in 1982 in Dallas, Texas, GMCI provides technical design, installation and
maintenance services for premise cabling and related products to customers
primarily in the greater Dallas area. The results of operations and financial
position of GMCI are not material to the consolidated results of operations or
financial position.
In June 2000, the Company completed the purchase of the Network Infrastructure
Services ("NIS") business of VISTA Information Technologies, Inc. Established in
1980 and headquartered in Pittsburgh, Pennsylvania, NIS provides technical
design, installation and maintenance services for premise cabling and related
products to customers primarily in Baltimore, Pittsburgh, Philadelphia,
Cleveland and Detroit and several on a nationwide basis. The results of
operations and financial position of NIS are not material to the consolidated
results of operations or financial position.
In June 2000, the Company merged with Allcom Electric, Inc. ("Allcom").
Established in 1993 in New York City, New York, Allcom provides technical
design, installation and maintenance services for premise cabling and related
products to customers primarily in Manhattan. The results of operations and
financial position of Allcom are not material to the consolidated results of
operations or financial position.
39
<PAGE> 40
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND FINANCIAL
DISCLOSURE
Not applicable.
40
<PAGE> 41
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 2000 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 Agreement", "Compensation Committee
Interlocks and Insider Participation -- Separation Agreement", 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 captions "Election of
Directors" and "Compensation Committee Interlocks and Insider Participation" in
the Proxy Statement.
41
<PAGE> 42
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, as amended (5)
3(ii) Restated Bylaws, as amended (2)
10.1 1992 Stock Option Plan, as amended (6)
10.2 1992 Director Stock Option Plan, as amended (6)
10.3 Omnibus Credit Facility Agreement, dated as of February 12, 1999,
among Black Box Corporation of Pennsylvania, Black Box Corporation
and Mellon Bank, N.A. (7)
10.4 Black Box do Brasil Industria E. Comercio LTDA.
Quotaholder Agreement (3)
10.5 Private Instrument of Amendment to the Articles of
Association of Black Box do Brasil Industria E.
Comercio LTDA. (3)
10.6 Subscription Agreement and Plan of Acquisition of
BBOX Holding Company by Black Box Corporation
dated November 21, 1996 (4)
</TABLE>
42
<PAGE> 43
<TABLE>
<S> <C>
10.7 Executive Incentive Program Summary
(1999-2001) (8)
10.8 Revolving Credit Agreement, dated as of
April 4, 2000, among Black Box Corporation of Pennsylvania,
Black Box Corporation, the Guarantors,
the Lenders and Mellon Bank, N.A. (1)
10.9 Short Term Credit Agreement, dated as of
April 4, 2000, among Black Box Corporation of
Pennsylvania, Black Box Corporation, the Guarantors,
the Lenders and Mellon Bank, N.A. (1)
10.10 Credit Agreement, dated as of August 27, 1999,
among Black Box Corporation of Pennsylvania,
Black Box Corporation and Mellon Bank, N.A. (1)
10.11 Credit Agreement, dated as of January 4, 2000, among
Black Box Corporation of Pennsylvania, Black Box Corporation
and Mellon Bank, N.A. (1)
21.1 Subsidiaries of the Company (1)
23.1 Consent and Report of Arthur Andersen LLP,
independent public accountants (1)
27.1 Financial Data Schedule (1)
27.2 Restated Financial Data Schedule for Form 10-Q for
the Fiscal 1999 Third Quarter (9)
27.3 Restated Financial Data Schedule for Form 10-Q for
the Fiscal 1999 Second Quarter (9)
27.4 Restated Financial Data Schedule for Form 10-Q for
the Fiscal 1999 First Quarter (9)
27.5 Restated Financial Data Schedule for Form 10-K for
Fiscal 1998 (9)
27.6 Restated Financial Data Schedule for Form 10-Q for
Fiscal 1998 Third Quarter (9)
27.7 Restated Financial Data Schedule for Form 10-Q for
Fiscal 1998 Second Quarter (9)
27.8 Restated Financial Data Schedule for Form 10-Q for
Fiscal 1998 First Quarter (9)
</TABLE>
43
<PAGE> 44
<TABLE>
<S> <C>
27.9 Restated Financial Data Schedule for Form 10-K for
Fiscal 1997 (9)
27.10 Restated Financial Data Schedule for Form 10-K for
Fiscal 1999 (1)
(1) Filed herewith.
(2) Filed as an exhibit to the 1993 Annual
Report on Form 10-K of the Company, file
number 0-18706, filed with the Commission on
June 26, 1993, and incorporated herein by
reference.
(3) Filed as an exhibit to the Quarterly Report
on Form 10-Q of the Company, file number
0-18706, filed with the Commission on
February 15, 1994, and incorporated herein
by reference.
(4) 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.
(5) 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 10, 1997, 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
November 13, 1998.
(7) Filed as an exhibit to the Annual Report on
Form 10-K of the Company, file number
0-18706, filed with the Commission on June
24, 1999.
(8) Filed as an exhibit to the Annual Report on
Form 10-K of the Company, file number
0-18706, filed with the Commission on June
29, 1998.
(9) Filed as an exhibit to the 1999 Form 10-K of
the Company, file number 0-18706, filed with
the Commission on June 25, 1999 and
incorporated herein by reference.
(b) Reports on Form 8-K. None.
(c) The Company hereby files as exhibits to the Form 10-K the
exhibits set forth in Item 14(a)(3) hereof which are not
incorporated by reference.
</TABLE>
44
<PAGE> 45
<TABLE>
<S> <C>
(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.
</TABLE>
45
<PAGE> 46
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 29, 2000
/s/ Anna M. Baird
---------------------------------------
Anna M. Baird, Vice President, Chief
Financial Officer, Treasurer, Secretary,
and Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934 as
amended, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
---------- -------- ----
<S> <C> <C>
/s/ WILLIAM F. ANDREWS Director June 29, 2000
----------------------
William F. Andrews
/s/ THOMAS G. GREIG Director June 29, 2000
-------------------
Thomas G. Greig
/s/ WILLIAM R. NEWLIN Director June 29, 2000
---------------------
William R. Newlin
/s/ BRIAN D. YOUNG Director June 29, 2000
------------------
Brian D. Young
/s/ FRED C. YOUNG Director, Chairman of June 29, 2000
----------------- the Board, Chief
Fred C. Young Executive Office
/s/ ANNA M. BAIRD Vice President, June 29, 2000
----------------- Chief Financial Officer,
Anna M. Baird Treasurer and Principal
Accounting Officer
</TABLE>
46
<PAGE> 47
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Black Box Corporation:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of Black Box Corporation
and Subsidiaries included in this Form 10-K, and have issued our report thereon
dated April 28, 2000. 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
April 28, 2000
<PAGE> 48
SCHEDULE II
BLACK BOX CORPORATION
VALUATIONS AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS ADDITIONS
BALANCE AT CHARGED TO RESULTING REDUCTIONS BALANCE
DESCRIPTION BEGINNING OF COSTS AND FROM FROM AT END OF
----------- PERIOD EXPENSES ACQUISITIONS RESERVES PERIOD
------ -------- ------------ -------- ------
<S> <C> <C> <C> <C> <C>
YEAR ENDED MARCH 31, 1998
Inventory reserves $1,610 $3,653 $ -- $2,409 $2,854
Allowance for unrealizable
accounts/sales returns $2,499 $1,333 $ -- $1,177 $2,655
YEAR ENDED MARCH 31, 1999
Inventory reserves $2,854 $2,893 $ 503 $2,694 $3,556
Allowance for unrealizable
accounts/sales returns $2,655 $1,983 $ 940 $1,555 $4,023
Restructuring reserve $ -- $ -- $2,200 $ 902 $1,298
YEAR ENDED MARCH 31, 2000
Inventory reserves $3,556 $1,319 $1,028 $2,119 $3,784
Allowance for unrealizable
accounts/sales returns $4,023 $2,447 $2,266 $2,432 $6,304
Restructuring reserve $1,298 $ -- $ -- $ 436 $ 862
</TABLE>
