-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WeHDsjXSKWtPkviBwICkldFvNjKJ1Dq9O4qgC+T1SpQkOU4tA9+uLItp/wauiqld V5bINfRmqKFW0GGWCpagNg== 0000950128-02-000234.txt : 20020414 0000950128-02-000234.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950128-02-000234 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK BOX CORP CENTRAL INDEX KEY: 0000849547 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 953086563 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18706 FILM NUMBER: 02544298 BUSINESS ADDRESS: STREET 1: 1000 PARK DR CITY: LAWRENCE STATE: PA ZIP: 15055 BUSINESS PHONE: 4128736788 FORMER COMPANY: FORMER CONFORMED NAME: MB HOLDINGS INC DATE OF NAME CHANGE: 19921113 FORMER COMPANY: FORMER CONFORMED NAME: BLACK BOX INCORPORATED DATE OF NAME CHANGE: 19910825 10-Q 1 j9269301e10-q.txt PERIOD ENDED 12/31/2001 Fiscal 2002 Third Quarter SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001 COMMISSION FILE NO. 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 Identification No.) incorporation or organization) 1000 Park Drive Lawrence, Pennsylvania 15055 (Address of principal executive offices) 724-746-5500 Registrant's telephone number, including area code 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 --- --- The number of shares outstanding of the Registrant's common stock, $.001 par value, as of January 25, 2002 was 20,175,255 shares. PART I FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS BLACK BOX CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)
(Unaudited) December 31, March 31, 2001 2001 ------------ --------- ASSETS Current assets: Cash and cash equivalents $ 15,873 $ 6,209 Accounts receivable, net of allowance for doubtful accounts of $8,161 and $7,777, respectively 122,549 160,917 Inventories, net 48,417 51,086 Costs and estimated earnings in excess of billings on uncompleted contracts 27,265 30,067 Other current assets 25,344 19,069 --------- --------- Total current assets 239,448 267,348 Property, plant and equipment, net of accumulated depreciation of $37,961 and $32,792, respectively 42,956 44,661 Intangibles, net of accumulated amortization of $48,569 and $48,366, respectively 379,597 337,180 Other assets 2,621 3,741 --------- --------- Total assets $ 664,622 $ 652,930 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current debt $ 5,120 $ 5,371 Accounts payable 43,805 70,255 Billings in excess of costs and estimated earnings on uncompleted contracts 4,761 6,013 Other accrued expenses 22,924 33,137 Accrued income taxes 9,958 13,650 --------- --------- Total current liabilities 86,568 128,426 Long-term debt 97,707 124,066 Other liabilities 10,936 11,487 Stockholders' equity: Preferred stock authorized 5,000,000; par value $1.00; none issued and outstanding Common stock authorized 100,000,000; par value $.001; issued 22,171,864 and 21,406,367, respectively 22 21 Additional paid-in capital 279,207 248,053 Retained earnings 299,340 250,246 Treasury stock, at cost, 2,105,000 shares (100,355) (100,355) Accumulated other comprehensive income/(loss) (8,803) (9,014) --------- --------- Total stockholders' equity 469,411 388,951 --------- --------- Total liabilities and stockholders' equity $ 664,622 $ 652,930 ========= =========
See Notes to Consolidated Financial Statements 2 BLACK BOX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share amounts)
Three month period ended Nine month period ended December 31, December 31, 2001 2000 2001 2000 --------- --------- --------- --------- Revenues $ 179,241 $ 220,534 $ 583,429 $ 601,836 Cost of sales 108,397 131,849 358,610 358,346 --------- --------- --------- --------- Gross profit 70,844 88,685 224,819 243,490 Selling, general and administrative expenses 42,604 54,907 141,173 148,817 Intangibles amortization 82 3,362 107 9,180 --------- --------- --------- --------- Operating income 28,158 30,416 83,539 85,493 Interest expense, net 1,382 3,237 5,367 8,491 Other expense/(income), net 2 (320) 255 (186) --------- --------- --------- --------- Income before income taxes 26,774 27,499 77,917 77,188 Provision for income taxes 9,905 10,725 28,823 30,104 --------- --------- --------- --------- Net income $ 16,869 $ 16,774 $ 49,094 $ 47,084 ========= ========= ========= ========= Basic earnings per common share $ 0.84 $ 0.88 $ 2.48 $ 2.50 ========= ========= ========= ========= Diluted earnings per common share $ 0.81 $ 0.84 $ 2.36 $ 2.37 ========= ========= ========= ========= Weighted average common shares 20,007 18,991 19,816 18,800 ========= ========= ========= ========= Weighted average common and common equivalent shares 20,955 20,034 20,793 19,851 ========= ========= ========= =========
See Notes to Consolidated Financial Statements 3 BLACK BOX CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (Dollars in thousands)
Accumulated Other Common Stock Additional Comprehensive ----------------------- Treasury Paid-in Retained Income Shares Amount Stock Capital Earnings (Loss) Total ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at March 31, 2000 19,940,217 $ 20 ($67,253) $ 144,828 $ 186,056 ($5,324) $ 258,327 Net income -- -- -- -- 64,190 -- 64,190 Purchase of treasury stock -- -- (33,102) -- -- -- (33,102) Issuance of common stock 1,290,455 1 -- 95,598 -- -- 95,599 Exercise of options 175,695 -- -- 4,916 -- -- 4,916 Tax benefit from exercised options -- -- -- 2,711 -- -- 2,711 Comprehensive loss -- -- -- -- -- (3,690) (3,690) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at March 31, 2001 21,406,367 21 (100,355) 248,053 250,246 (9,014) 388,951 Net income -- -- -- -- 49,094 -- 49,094 Issuance of common stock 520,066 1 -- 23,656 -- -- 23,657 Exercise of options 245,431 -- -- 4,724 -- -- 4,724 Tax benefit from exercised options -- -- -- 2,774 -- -- 2,774 Comprehensive income -- -- -- -- -- 211 211 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at December 31, 2001 22,171,864 $ 22 ($100,355) $ 279,207 $ 299,340 ($8,803) $ 469,411 ========== ========== ========== ========== ========== ========== ==========
See Notes to Consolidated Financial Statements 4 BLACK BOX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
Nine month period ended December 31, 2001 2000 -------- -------- Cash flows from operating activities: Net income $ 49,094 $ 47,084 Adjustments to reconcile net income to cash provided by operating activities: Intangibles amortization 107 9,180 Depreciation 6,140 5,955 Changes in working capital items: Accounts receivable, net 44,208 (17,144) Inventories, net 3,514 (2,253) Other current assets (247) (14,028) Accounts payable and accrued liabilities (52,479) 17,035 -------- -------- Cash provided by operating activities 50,337 45,829 -------- -------- Cash flows from investing activities: Capital expenditures, net of disposals (1,937) (5,684) Mergers, net of cash acquired (18,910) (51,328) -------- -------- Cash (used in) investing activities (20,847) (57,012) -------- -------- Cash flows from financing activities: Revolving credit borrowings, net (26,930) 37,412 Proceeds from exercise of options 7,498 2,282 Purchase of treasury stock -- (26,856) -------- -------- Cash (used in)/provided by financing activities (19,432) 12,838 -------- -------- Foreign currency exchange impact on cash flow (394) (2,502) -------- -------- Increase/(decrease) in cash and cash equivalents 9,664 (847) Cash and cash equivalents at beginning of period 6,209 8,643 -------- -------- Cash and cash equivalents at end of period $ 15,873 $ 7,796 ======== ======== Cash paid for interest $ 5,295 $ 8,425 Cash paid for income taxes $ 35,726 $ 27,860
See Notes to Consolidated Financial Statements 5 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts) NOTE 1 - BASIS OF PRESENTATION The Financial Statements presented herein and these notes are unaudited. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Although Black Box Corporation (the "Company") believes that all adjustments necessary for a fair presentation have been made, interim periods are not necessarily indicative of the results of operations for a full year. As such, these financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's most recent Form 10-K which was filed with the SEC for the fiscal year ended March 31, 2001. Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. NOTE 2 - INVENTORIES Inventories are stated at the lower of cost (first-in, first-out method) or market. The net inventory balances are as follows:
December 31, March 31, 2001 2001 --------------------------------------------------------------------- Raw materials $ 2,186 $ 2,476 Work-in-process 16 11 Finished goods 49,182 51,863 Inventory reserve (2,967) (3,264) --------------------------------------------------------------------- Inventory, net $ 48,417 $ 51,086 ---------------------------------------------------------------------
NOTE 3 - FINANCIAL DERIVATIVES The Company has entered and will continue in the future, on a selective basis, to enter into forward exchange contracts to reduce the foreign currency exposure related to certain intercompany transactions. On a monthly basis, the open contracts are revalued to fair market value, and the resulting gains and losses are recorded in accumulated other comprehensive income. These gains and losses offset the revaluation of the related foreign currency denominated receivables, which are also included in accumulated other comprehensive income. At December 31, 2001, the open foreign exchange contracts were in Yen, Euro, Sterling pound, and Canadian dollars. These open contracts, valued at approximately $10,294, have a fair value of $10,046 and will expire over the next four months. The open contracts have contract rates of 117.89 Yen, 0.8807 Euro, 1.4180 to 1.5318 Sterling pound, and 1.5874 to 1.5969 Canadian dollar, all per U.S. dollar. The effect of these contracts on net income for the three and nine month periods ended December 31, 2001 was an increase of approximately $282 and a decrease of approximately $84, respectively. 6 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts) NOTE 4 - COMPREHENSIVE INCOME Comprehensive income consisted of the following:
Three month period ended Nine month period December 31, ended December 31, ------------------------------------------------------------ 2001 2000 2001 2000 - ---------------------------------------------------------------------------------------------------------------------- Net income $ 16,869 $ 16,774 $ 49,094 $ 47,084 Other comprehensive income: Foreign currency translation adjustment (1,125) 908 239 (1,581) Unrealized gains on derivatives designated and qualified as cash flow hedges (101) - (28) - - ---------------------------------------------------------------------------------------------------------------------- Comprehensive income $ 15,643 $ 17,682 $ 49,305 $ 45,503 - ----------------------------------------------------------------------------------------------------------------------
The components of accumulated other comprehensive income/(loss) consisted of the following:
December 31, March 31, 2001 2001 - ------------------------------------------------------------------------------------------------------------------------- Foreign currency translation adjustment $ (8,775) $ (9,014) Unrealized gains on derivatives designated and qualified as cash flow hedges (28) - - ------------------------------------------------------------------------------------------------------------------------- Total accumulated other comprehensive income/(loss) $ (8,803) $ (9,014) - -------------------------------------------------------------------------------------------------------------------------
On April 1, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities". For the three and nine month periods ended December 31, 2001, this resulted in a decrease to accumulated other comprehensive income/(loss) of $101 and $28, respectively. NOTE 5 - 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. The following table details this calculation: 7 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts)
Three month period ended Nine month period ended December 31, December 31, --------------------------------------------------- 2001 2000 2001 2000 ========================================================================================================== Net income for earnings per share Computation $16,869 $16,774 $49,094 $47,084 Basic earnings per common share: Weighted average common shares 20,007 18,991 19,816 18,800 - ---------------------------------------------------------------------------------------------------------- Basic earnings per common share $ 0.84 $ 0.88 $ 2.48 $ 2.50 ========================================================================================================== Diluted earnings per common share: Weighted average common shares 20,007 18,991 19,816 18,800 Shares issuable from assumed conversion of common stock equivalents 948 1,043 977 1,051 - ---------------------------------------------------------------------------------------------------------- Weighted average common and common equivalent shares 20,955 20,034 20,793 19,851 - ---------------------------------------------------------------------------------------------------------- Diluted earnings per common share $ 0.81 $ 0.84 $ 2.36 $ 2.37 ==========================================================================================================
Excluded from the calculation above are 12 thousand shares for the three and nine month periods ended December 31, 2001 as the exercise price was greater than the average market price for those time periods. NOTE 6 - NEW ACCOUNTING STANDARDS In August 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of and supersedes FASB Statement No. 121. This statement retains the fundamental provisions of SFAS No. 121 for recognition and measurement of the impairment of long-lived assets to be held and used and measurement of long-lived assets to be disposed of by sale. The provisions of this standard must be applied for fiscal years beginning after December 15, 2001. The Company is currently evaluating the effects of SFAS No. 144 and does not expect its adoption to have a material effect on the Company's financial statements or results of operations. The Company will adopt the new standard in the first quarter of Fiscal 2003. NOTE 7 - CHANGES IN BUSINESS During the nine months ended December 31, 2001, the Company successfully completed 13 business combinations which have been accounted for using the purchase method of accounting: April 2001 - Haddad Electronic Supply, Inc., FBS Communications, L.P. and Integrated Cabling Systems, Inc.; May 2001 - Computer Cables and Accessories Ltd; June 2001 - Vivid Communications, Inc. and DESIGNet, Inc; July 2001 - J.C. Informatica Integral S.A. de C.V., Consultoria en Redes S.A. de C.V. and SIC Comunicaciones S.A. de C.V. (together 8 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts) "Grupo Gresco"); August 2001 - LJL Telephone and Communication, Inc., AB Lofamatic and Optech Fibres Ltd.; September 2001 - GCS Network Services Ltd. and Di.el. Distribuzioni Elettroniche S.r.l.; October 2001 - Lanetwork Sales Ltd. In connection with the above 13 business combinations, the Company issued an aggregate of 374 thousand shares of its common stock and used approximately $20,700 in cash to acquire all of the outstanding shares of the above 13 companies. The aggregate purchase price of the above 13 companies was approximately $46,600 and resulted in goodwill of $36,200 and other intangibles of approximately $2,200 in accordance with SFAS No. 141, "Business Combinations," which the Company adopted during the second quarter of Fiscal 2002. The other intangibles balance consists of non-compete agreements and backlog. As of December 31, 2001, the non-compete agreements have an estimated gross value of $2,125 and accumulated amortization of $78 based on a preliminary appraisal subject to finalization. As of December 31, 2001, the backlog intangibles have a gross value of $89 and accumulated amortization of $29. See Note 11, "Intangible Assets". As of December 31, 2001, certain merger agreements provide for contingent payments of up to $22,762. Upon meeting the future operating performance goals, goodwill will be adjusted for the amount of the contingent payments. For the nine months ended December 31, 2001, $13,575 of the Company's performance-based obligations were earned and paid. As of December 31, 2001, certain merger agreements for which amounts are included in the previous paragraph, provide a total of 49 thousand contingently issuable shares of common stock. Issuance of these shares is contingent on the market price of the Company's common stock over time. There will be no change in the dollar amount of stockholders' equity if such shares are issued. These shares are included as common equivalent shares when calculating diluted earnings per common share. 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 all Fiscal Year 2001 and 2002 acquisitions had been completed at the beginning of the stated periods:
Three month period ended Nine month period December 31, ended December 31, ------------------------------------------------------------------- 2001 2000 2001 2000 ========================================================================================================================= Revenue As reported $179,241 $220,534 $583,429 $601,836 Pro forma 179,371 251,327 594,854 731,026 - ------------------------------------------------------------------------------------------------------------------------- Net income As reported $ 16,869 $ 16,774 $ 49,094 $ 47,084 Pro forma 16,874 18,368 49,936 58,217 - ------------------------------------------------------------------------------------------------------------------------- Diluted earnings per share As reported $ 0.81 $ 0.84 $ 2.36 $ 2.37 Pro forma 0.81 0.88 2.39 2.78 =========================================================================================================================
9 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts) NOTE 8 - TREASURY STOCK From March 31, 1999 through December 31, 2001, the Company announced its intention to repurchase up to 2.5 million shares of its Common Stock. As of December 31, 2001, the Company had repurchased 2.1 million shares at prevailing market prices for an aggregate purchase price of $100,355. The Company's last addition to its repurchase program was in July 2000, adding 500 thousand shares of its Common Stock, of which 105 thousand were repurchased as of December 31, 2001 and are included in the totals above. Funding for these stock repurchases came from existing cash flow and borrowings under credit facilities. NOTE 9 - INDEBTEDNESS On April 4, 2000, Black Box 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 Long Term Revolver is scheduled to expire on April 4, 2003 and the Short Term Revolver is scheduled to expire on April 4, 2002. Upon its expiration, the Company has the option to convert the Short Term Revolver into a one-year term note with substantially similar terms. The interest on the borrowings 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 Company's total debt at December 31, 2001 was comprised of $96,300 under the Mellon Long Term Revolver and $6,527 of various other loans. The weighted average interest rate on all indebtedness of the Company as of December 31, 2001 was approximately 3.4% compared to 6.8% as of March 31, 2001. NOTE 10 - SEGMENT REPORTING The Company 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 directly related to the Company's on-going mergers and acquisitions program and a special expense of $5,027 incurred in the First Quarter of Fiscal Year 2002 related primarily to the reserve of two receivables from on-site customers who filed for bankruptcy protection in the quarter. 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 Company evaluates the performance of each segment based on "Worldwide Operating Income." A segment's Worldwide Operating Income is its operating income before 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 10 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts) and are not presented below. Certain costs incurred are not directly related to either segment, and therefore are not presented in the Other operating segment. Segment interest income or interest expense and expenditures for segment assets are not presented to or reviewed by management, and therefore are not disclosed in the information below. Summary information by reportable segment is as follows:
Three month period ended Nine month period December 31, ended December 31, --------------------------------------------------------- 2001 2000 2001 2000 ======================================================================================================= On-Site Services Revenues $ 105,057 $ 121,219 $ 343,382 $ 312,382 Worldwide operating margin 14,239 16,070 43,772 41,507 - ------------------------------------------------------------------------------------------------------- Phone Services Revenues $ 74,184 $ 99,315 $ 240,047 $ 289,454 Worldwide operating margin 14,411 18,281 46,467 54,885 - ------------------------------------------------------------------------------------------------------- Other Revenues $ - $ - $ - $ - Worldwide operating margin (410) (573) (6,593) (1,719) =======================================================================================================
The following is a reconciliation between the reportable segment data and the corresponding consolidated amount for Worldwide operating margin: WORLDWIDE OPERATING MARGIN
Three month period ended Nine month period December 31, ended December 31, -------------------------------- ------------------------------- 2001 2000 2001 2000 =============================================================================================================== Total Worldwide operating margin for reportable segments $ 28,650 $ 34,351 $ 90,239 $ 96,392 Other Worldwide operating margin (410) (573) (6,593) (1,719) - --------------------------------------------------------------------------------------------------------------- Total Consolidated Worldwide operating margin $ 28,240 $ 33,778 $ 83,646 $ 94,673 ===============================================================================================================
11 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts) The following is summary information of assets by reportable segment and a reconciliation to the consolidated assets: ASSETS
December 31, 2001 March 31, 2001 ======================================================================================================== On-Site Services $ 511,118 $ 430,721 Phone Services 502,329 502,582 - -------------------------------------------------------------------------------------------------------- Total assets for reportable segments 1,013,447 933,303 Other assets 192,530 164,031 Corporate eliminations (541,355) (444,404) - -------------------------------------------------------------------------------------------------------- Total consolidated assets $ 664,622 $ 652,930 ========================================================================================================
Information about geographic areas is as follows: REVENUES
Three month period ended Nine month period December 31, ended December 31, ----------------------------------------------------------------- 2001 2000 2001 2000 ======================================================================================================== North America $ 124,372 $ 163,045 $ 424,026 $ 447,676 Europe 40,887 38,222 117,696 101,624 Pacific Rim 8,572 12,968 25,732 35,854 Latin America 5,410 6,299 15,975 16,682 - -------------------------------------------------------------------------------------------------------- Total revenues $ 179,241 $ 220,534 $ 583,429 $ 601,836 ========================================================================================================
ASSETS
December 31, 2001 March 31, 2001 ======================================================================================================== North America $ 527,671 $ 524,349 Europe 110,114 98,860 Pacific Rim 11,991 17,579 Latin America 14,846 12,142 - -------------------------------------------------------------------------------------------------------- Total consolidated assets $ 664,622 $ 652,930 ========================================================================================================
NOTE 11 - INTANGIBLE ASSETS At the beginning of Fiscal Year 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," under which goodwill and other intangible assets with indefinite lives are not amortized. Such intangibles were evaluated for impairment as of April 1, 2001, and no impairment existed. In addition, each year, the Company will evaluate the intangible assets for impairment with any resulting impairment reflected as an operating expense. The Company's only intangibles as indentified in SFAS No. 141 other than goodwill, are its trademarks, non-compete agreements and acquired backlog. 12 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts) As of December 31, 2001, the Company's trademark had a gross carrying amount of $35,992 and accumulated amortization of $8,253. As of December 31, 2001, the Company's non-compete agreements and acquired backlog had a gross carrying amount of $2,214 and accumulated amortization of $107. The non-compete agreements and acquired backlog are amortized over their estimated useful lives of 10 years and 1 year, respectively. Amortization expense for the non-compete agreements and acquired backlog intangibles during the three and nine months ended December 31, 2001 was $82 and $107, respectively. Estimated amortization expense for the remaining three months of Fiscal 2002 is $75. The estimated amortization expense for each of the five fiscal years subsequent to March 31, 2002 for the non-compete agreements and acquired backlog intangibles is as follows: 2003-$250; 2004-$213; 2005-$213; 2006-$213; and 2007-$213. The value of the non-compete agreements and their related useful lives are currently being reviewed by an independent appraisal firm and are subject to adjustment upon completion of the valuation. The changes in the carrying amount of goodwill, by reporting segment, for the nine months ended December 31, 2001, are as follows:
Nine month period ended December 31, 2001 -------------------------------------------- Phone On-Site Total ======================================================================================================== Balance as of March 31, 2001 $ 64,017 $ 245,474 $ 309,491 Goodwill related to acquisitions and earnout payments during the current fiscal year 468 39,792 40,260 - -------------------------------------------------------------------------------------------------------- Balance as of December 31, 2001 $ 64,485 $ 285,266 $ 349,751 ========================================================================================================
13 BLACK BOX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in thousands, except per share amounts) The following table reports pro forma information as if SFAS No. 142 had been adopted in all periods presented:
Three month period ended Nine month period ended December 31, December 31, 2001 2000 2001 2000 ======================================================================================================== Reported net income $ 16,869 $ 16,774 $ 49,094 $ 47,084 Goodwill amortization - 2,489 - 6,788 Trademark amortization - 179 - 540 - -------------------------------------------------------------------------------------------------------- Adjusted net income $ 16,869 $ 19,442 $ 49,094 $ 54,412 - -------------------------------------------------------------------------------------------------------- Basic earnings per share $ 0.84 $ 0.88 $ 2.48 $ 2.50 Goodwill amortization - 0.13 - 0.36 Trademark amortization - 0.01 - 0.03 - -------------------------------------------------------------------------------------------------------- Adjusted basic earnings per share $ 0.84 $ 1.02 $ 2.48 $ 2.89 - -------------------------------------------------------------------------------------------------------- Diluted earnings per share $ 0.81 $ 0.84 $ 2.36 $ 2.37 Goodwill amortization - 0.12 - 0.34 Trademark amortization - 0.01 - 0.03 - -------------------------------------------------------------------------------------------------------- Adjusted diluted earnings per share $ 0.81 $ 0.97 $ 2.36 $ 2.74 ========================================================================================================
NOTE 12 - SUBSEQUENT EVENTS In January 2002, the Company established a wholly owned operation in Denmark by acquiring the operations of its distribution partner that held the authorized Black Box trademark distribution rights. Black Box Denmark provides technical support services via phone to customers in Denmark, Iceland and Greenland. The results of operations and financial position of Black Box Denmark are not material to the Company's consolidated results of operations or financial position. In January 2002, the Company merged with TW Netzwerkservice GmbH ("TW Netzwerkservice"). Established in 1994 in Ramerberg, Germany, TW Netzwerkservice provides technical design, installation and maintenance services for premise cabling and related products to customers in Southern Germany. The results of operations and financial position of TW Netzwerkservice are not material to the Company's consolidated results of operations or financial position. In January 2002, the Company merged with Telefuture Communications, Ltd. ("Telefuture"). Established in 1984 in New Rochelle, New York, Telefuture provides technical design, installation and maintenance services for premise cabling and related products to customers in and around the New Rochelle region. The results of operations and financial position of Telefuture are not material to the Company's consolidated results of operations or financial position. In January 2002, the Company merged with NKS Netzwerke Kabel Systeme GmbH ("NKS"). Established in 1996 in Stuttgart, Germany, NKS provides technical design, installation and maintenance services for premise cabling and related products to customers in Southern Germany. The results of operations and financial position of NKS are not material to the Company's consolidated results of operations or financial position. 14 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in thousands) GENERAL FORWARD-LOOKING STATEMENTS When included in this Quarterly Report on Form 10-Q or in documents incorporated herein by reference, the words "expects," "intends," "anticipates," "believes," "estimates," and analogous expressions are intended to identify forward-looking statements. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, competition, changes in foreign, political and economic conditions, fluctuating foreign currencies compared to the U.S. dollar, rapid changes in technologies, 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 Quarterly Report on Form 10-Q. 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. RESULTS OF OPERATIONS REVENUES The table below should be read in conjunction with the following discussion.
Three month period ended Nine month period ended December 31, December 31, -------------------------------------------------------------------- 2001 2000 2001 2000 ============================================================================================================= Revenues $179,241 $220,534 $583,429 $601,836 - ------------------------------------------------------------------------------------------------------------- Percentage of Total Revenues On-Site Services: North America 49.9% 51.6% 51.8% 49.3% International 8.7 3.4 7.1 2.6 - ------------------------------------------------------------------------------------------------------------- Total On-Site Services 58.6 55.0 58.9 51.9 - ------------------------------------------------------------------------------------------------------------- Phone Services: North America 19.5 22.3 20.9 25.1 International 21.9 22.7 20.2 23.0 - ------------------------------------------------------------------------------------------------------------- Total Phone Services 41.4 45.0 41.1 48.1 - ------------------------------------------------------------------------------------------------------------- Total Revenues 100.0% 100.0% 100.0% 100.0% =============================================================================================================
Revenues for the three and nine month periods ended December 31, 2001 were $179,241 and $583,429, respectively, a decrease of $41,293, or 19%, and $18,407, or 3%, respectively, compared with the same periods in the prior year. If exchange rates had remained constant from the 15 corresponding periods in the prior year, revenues for the three and nine month periods ended December 31, 2001 would have been higher by $334 and $6,460, respectively. ON-SITE SERVICES REVENUES Revenues from total on-site services for the three months ended December 31, 2001 (Third Quarter 2002) were $105,057, a decrease of $16,162, or 13%, compared with revenues for the three months ended December 31, 2000 (Third Quarter 2001). The decrease in on-site services revenues for Third Quarter 2002 was driven by slowing economic conditions in all geographic segments, and was offset in part by the growth of nationwide client accounts. For the nine months ended December 31, 2001, revenues from on-site services were $343,382, an increase of $31,000, or 10%, over revenues for the nine months ended December 31, 2000. The increase in year-to-date on-site services revenues was due to the Company's continued geographic expansion of its technical services capabilities through merger and the growth of nationwide client accounts offset in part by slowing economic conditions. The impact of exchange rates on total on-site services revenues for the three and nine month periods ended December 31, 2001 was negligible. On-site services revenues from North America for Third Quarter 2002 were $89,365, a decrease of $24,384, or 21%, compared with revenues for Third Quarter 2001. For the nine months ended December 31, 2001, revenues from North America on-site services were $301,972, an increase of $5,231, or 2%, over revenues for the nine months ended December 31, 2000. The changes in North American on-site services revenue for the three and nine months ended December 31, 2001 were driven by the factors mentioned above. International on-site revenues for Third Quarter 2002 were $15,692, an increase of $8,222, or 110%, over revenues for Third Quarter 2001. For the nine months ended December 31, 2001, revenues for the International on-site services were $41,410, an increase of $25,769, or 165%, over revenues for the nine months ended December 31, 2000. If exchange rates had remained constant from the corresponding periods in the prior year, International on-site services revenues for the three and nine month periods ended December 31, 2001 would have been higher by $187 and $995, respectively. The growth of International on-site services revenues was driven primarily by the Company's continued geographic expansion of its technical services capabilities through merger. PHONE SERVICES REVENUES Revenues from total phone services for Third Quarter 2002 were $74,184, a decrease of $25,131, or 25%, compared with revenues for Third Quarter 2001. For the nine months ended December 31, 2001, revenues from phone services were $240,047, a decrease of $49,407, or 17%, compared with revenues for the nine months ended December 31, 2000. If exchange rates had remained constant from the corresponding periods in the prior year, phone services revenues for the three and nine month periods ended December 31, 2001 would have been higher by $513 and $5,457, respectively. The decrease in phone services revenue was driven by slowing economic conditions in all geographic segments. Phone services revenues from North America for Third Quarter 2002 were $35,007, a decrease of $14,289, or 29%, compared with revenues for Third Quarter 2001. For the nine months ended December 31, 2001, phone services revenues from North America were $122,054, a decrease of 16 $28,881, or 19%, compared with revenues for the nine months ended December 31, 2000. The decrease in North American phone services revenues was driven by the factors mentioned above. International phone services revenues for Third Quarter 2002 were $39,177, a decrease of $10,842 or 22%, compared with revenues for Third Quarter 2001. For the nine months ended December 31, 2001, International phone services revenues were $117,993, a decrease of $20,526, or 15%, compared with revenues for the nine months ended December 31, 2000. If exchange rates had remained constant from the corresponding periods in the prior year, International phone services revenues for the three and nine month periods ended December 31, 2001 would have been higher by $524 and $5,249, respectively. The decrease in International phone services revenue was driven by slowing economic conditions worldwide as well as the strengthening of the U.S. Dollar. In both North American and International markets, revenue declines were across all product lines. REVENUES BY GEOGRAPHY Reported revenue dollar and percentage changes by geographic region were as follows: North American revenues decreased by $38,673, or 24% in Third Quarter 2002, and $23,650, or 5% year-to-date. Europe revenues increased $2,665, or 7%, in Third Quarter 2002, and $16,072, or 16%, year-to-date; Pacific Rim revenue decreased $4,396, or 34%, in Third Quarter 2002, and $10,122, or 28%, year-to-date; and Latin American revenue decreased $889, or 14%, in Third Quarter 2002, and $707, or 4%, year-to-date. If exchange rates had remained constant from the corresponding periods in the prior year, Europe revenues would have increased 5% in Third Quarter 2002, and 19% year-to-date; Pacific Rim revenues would have only decreased 27% in Third Quarter 2002, and 20% year-to-date; and Latin America revenues would have only decreased 12% in Third Quarter 2002, and 2% year-to-date. GROSS PROFIT Gross profit in Third Quarter 2002 decreased to $70,844, or 39.5% of revenues, from $88,685, or 40.2% of revenues, in Third Quarter 2001. Gross profit for the nine month period ended December 31, 2001 decreased to 224,819, or 38.5% of revenues, from $243,490, or 40.5% of revenues over the same period in the prior year. The decline in gross profit margin was due primarily to the increase in percentage of revenues from the Company's on-site services which provide lower gross margins. The realization of foreign denominated intercompany receivables had little impact on gross profit margin. Excluding the impact of revaluing the intercompany receivables, the gross profit margins would be unchanged for Third Quarter 2002, Third Quarter 2001 and the nine months ended December 31, 2001. Gross profit for the nine months ended December 31, 2000 would be 40.4%. SG&A EXPENSES Selling, general and administrative ("SG&A") expenses in Third Quarter 2002 were $42,604, or 23.8% of revenues, a decrease of $12,303 compared with SG&A expenses of $54,907, or 24.9% of revenues, in Third Quarter 2001. SG&A expense as a percentage of revenues and absolute dollars decreased from last year due to the increase in percentage of revenue from the Company's on-site services which incur lower operating expenses relative to revenues, as well as the Company's efforts to reduce costs to more closely match its lower revenue base. SG&A expenses for the nine month period ended December 31, 2001 were $141,173, or 24.2% of revenues, a decrease of $7,644 compared with 17 SG&A expenses of $148,817, or 24.7% of revenues over the same period in the prior year. SG&A expense as a percentage of revenues and absolute dollars decreased from last year due to the factors mentioned above, offset by a special expense in First Quarter 2002 of approximately $5,000 that is primarily attributable to the Company reserving for two accounts receivable from customers who filed for Chapter 11 bankruptcy protection during that Quarter. OPERATING TO NET INCOME Operating income before amortization in Third Quarter 2002 was $28,240, or 15.8% of revenues, compared to $33,778, or 15.3% of revenues, in Third Quarter 2001. The increase in margin for the quarter was due to the Company's cost reduction efforts. Operating income before amortization for the nine month period ended December 31, 2001 was $83,646, or 14.3% of revenues, compared to $94,673, or 15.7% of revenues over the same period in the prior year. The decline in margin was due to the increase in percentage of revenues from the Company's on-site services which operate at slightly lower margins as well as the $5,000 special expense in First Quarter 2002. Intangible amortization for the three and nine month periods ended December 31, 2001 was $82 and $107, respectively, a decrease of $3,280 over Third Quarter 2001, and $9,073 over the nine month period ended December 31, 2000. The decrease in amortization is due to the Company's First Quarter 2002 adoption of SFAS No. 142 "Goodwill and Other Intangibles Assets," under which goodwill and other intangible assets with indefinite lives are no longer amortized. Net interest expense for Third Quarter 2002 was $1,382, a decrease of $1,855 from Third Quarter 2001. Net interest expense for the nine month period ended December 31, 2001 was $5,367, a decrease of $3,124 from the same period last year. The decrease in net interest expense is primarily due to a decrease in both interest rates and the outstanding debt. Other expense/(income) for Third Quarter 2002 was $2, an increase of $322 over Third Quarter 2001. For the nine month period ended December 31, 2001, other expense/(income) was $255, an increase of $441 over the nine month period ended December 31, 2000. The increase in other expense/(income) is primarily due to the Company's adoption of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". The tax provision in Third Quarter 2002 was $9,905, an effective tax rate of 37.0%, compared to $10,725, an effective tax rate of 39.0%, in Third Quarter 2001. The tax provision for the nine month period ended December 31, 2001 was $28,823, an effective tax rate of 37.0%, compared to $30,104, an effective tax rate of 39.0%, for the nine month period ended December 31, 2000. The decrease in the effective tax rate is due to the Company's First Quarter 2002 adoption of SFAS No. 142, "Goodwill and Other Intangible Assets," under which goodwill and other intangible assets with indefinite lives are no longer amortized. Net income for Third Quarter 2002 was $16,869 compared to $16,774 in Third Quarter 2001, an increase of 1%. Net income for the nine month period ended December 31, 2001 was $49,094 compared to $47,084 for the nine month period ended December 31, 2000, an increase of 4%. This growth was primarily due to the successful expansion of the Company's technical services by merger, the Company's cost reduction efforts, and the Company's First Quarter 2002 adoption of SFAS No. 142, "Goodwill and Other Intangible Assets," under which goodwill and other intangible assets with 18 indefinite lives are no longer amortized. On a pro forma basis after the application of SFAS No. 142, net income for the three and nine month periods ended December 31, 2000 would have been $19,442 and $54,412, respectively. LIQUIDITY AND CAPITAL RESOURCES The Company's net proceeds from borrowings decreased by $24,724 and $26,930 for the three and nine month periods ended December 31, 2001, respectively, as a result of current year free cash flow being used to pay down debt. As of December 31, 2001, the Company had cash and cash equivalents of $15,873, working capital of $152,880, and total debt of $102,827. On April 4, 2000, Black Box Corporation of Pennsylvania, a wholly owned subsidiary of the company 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 Long Term Revolver is scheduled to expire on April 4, 2003 and the Short Term Revolver is scheduled to expire on April 4, 2002. Upon its expiration, the Company has the option to convert the Short Term Revolver into a one-year term note with substantially similar terms. The interest on the borrowings 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 Company's total debt at December 31, 2001 was comprised of $96,300 under the Mellon Long Term Revolver and $6,527 of various other loans. The weighted average interest rate on all indebtedness of the Company as of December 31, 2001 was approximately 3.4% compared to 6.8% as of March 31, 2001. In addition, at December 31, 2001, the Company had $2,705 of letters of credit outstanding and $80,995 of additional funds available under the Syndicated Debt. From March 31, 1999 through December 31, 2001, the Company announced its intention to repurchase up to 2.5 million shares of its Common Stock. As of December 31, 2001, the Company had repurchased 2.1 million shares at prevailing market prices for an aggregate purchase price of $100,355. The Company's last addition to its repurchase program was in July 2000, adding 500 thousand shares of its Common Stock, of which 105 thousand were repurchased as of December 31, 2001 and are included in the totals above. Fundings for these stock purchases came from existing cash flow and borrowings under credit facilities. The Company has operations, clients and suppliers worldwide, thereby exposing the Company's financial results to foreign currency fluctuations. In an effort to reduce this risk, the Company generally sells and purchases inventory based on prices denominated in U.S. dollars. Intercompany sales to subsidiaries are generally denominated in the subsidiaries' local currency, although intercompany sales to the Company's subsidiaries in Chile, Finland, Mexico, Norway, and Sweden 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 accumulated other comprehensive income. 19 The Company has entered and will continue in the future, on a selective basis, to enter into forward exchange contracts to reduce the foreign currency exposure related to certain intercompany transactions. On a monthly basis, the open contracts are revalued to fair market value, and the resulting gains and losses are recorded in accumulated other comprehensive income. These gains and losses offset the revaluation of the related foreign currency denominated receivables, which are also included in accumulated other comprehensive income. At December 31, 2001, the open foreign exchange contracts were in Yen, Euro, Sterling pound, and Canadian dollars. These open contracts, valued at approximately $10,294, have a fair value of $10,046 and will expire over the next four months. The open contracts have contract rates of 117.89 Yen, 0.8807 Euro, 1.4180 to 1.5318 Sterling pound, and 1.5874 to 1.5969 Canadian dollar, all per U.S. dollar. The effect of these contracts on net income for the three and nine month periods ended December 31, 2001 was an increase of approximately $282 and a decrease of approximately $84, respectively. The Company believes that its cash flow from operations and existing credit facilities will be sufficient to satisfy its liquidity needs for the foreseeable future. NEW ACCOUNTING STANDARDS In August 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of and supersedes FASB Statement No. 121. This statement retains the fundamental provisions of SFAS No. 121 for recognition and measurement of the impairment of long-lived assets to be held and used and measurement of long-lived assets to be disposed of by sale. The provisions of this standard must be applied for fiscal years beginning after December 15, 2001. The Company is currently evaluating the effects of SFAS No. 144 and does not expect its adoption to have a material effect on the Company's financial statements or results of operations. The Company will adopt the new standard in the first quarter of Fiscal 2003. 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 was between January 1, 1999 and January 1, 2002. The Company has converted to the Euro, as required, and believes the conversion did not materially impact its operations or financial results. 20 ITEM 3 - 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. At December 31, 2001, the Company had open contracts valued at approximately $10,294 with a fair value of approximately $10,046. 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 $96,300 of variable rate debt. For the three month periods ended December 31, 2001 and December 31, 2000, an instantaneous 100 basis point increase in the interest rate would reduce the Company's expected earnings in the subsequent three months by $152 and $214, respectively, assuming the Company employed no intervention strategies. 21 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 21.1 Subsidiaries of the Company (b) Reports on Form 8-K. None. 22 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BLACK BOX CORPORATION February 14, 2002 By: /s/ Anna M. Baird -------------------------------- Anna M. Baird, Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer 23 EXHIBIT INDEX Exhibit No. 21.1 Subsidiaries of the Company EX-21.1 3 j9269301ex21-1.txt SUBSIDIARIES OF THE COMPANY Exhibit 21.1 SUBSIDIARIES OF THE COMPANY
STATE OF NAME DOING BUSINESS AS INCORPORATION ---- ----------------- ------------- Black Box Corporation ATIMCO Network Services, Inc. Black Box Network Services - Western Pennsylvania Pennsylvania American Telephone Wiring Company Black Box Network Services - West Virginia West Virginia Midwest Communications Technologies, Inc. Black Box Network Services - Cleveland, Columbus, Detroit Ohio Associated Network Solutions, Inc. Black Box Network Services - Central Florida Florida Advanced Communications Corporation Black Box Network Services - South Carolina South Carolina Ohmega Installations Limited Black Box Network Services - Newbury (UK) Cable Consultants, Incorporated Black Box Network Services - Atlanta Georgia Todd Communications, Inc. Black Box Network Services - North Carolina North Carolina Comm Line, Inc. Black Box Network Services - Cincinnati Ohio Business Communication Concepts, Inc. Black Box Network Services - Washington, D.C. Virginia Koncepts Communications of L.I., Corp. Black Box Network Services - Tri-State New York Communication Contractors, Inc. Black Box Network Services - Chicago Illinois U.S. Premise Networking Services, Inc. Black Box Network Services - Minnesota Minnesota Datech Holdings Limited Black Box Network Services - Nottingham (UK) Black Box Network Services, Inc. - Government Solutions Tennessee R&D Services, Inc. Black Box Network Services - New England Massachusetts Delaney Telecom, Inc. Black Box Network Services - Philadelphia Pennsylvania Delaney Electrical Services, Inc. Black Box Network Services - Philadelphia Pennsylvania K&A Communications, Inc. Black Box Network Services - St. Louis Missouri Jet Line Communications, Inc. Black Box Network Services - Dallas Texas FBS Communications, LP Black Box Network Services - San Antonio Texas A.T.S., Inc. Black Box Network Services - Huntington West Virginia Advanced Network Technologies, Inc. Black Box Network Services - California California Teldata Corporation Black Box Network Services - Tennessee Tennessee ST Communications & Cabling, Inc. Black Box Network Services - Kansas City Missouri Black Box Network Services & Electrical, Inc. New York Black Box Network Services Baltimore, Inc. Delaware Black Box Network Services Greater Pittsburgh, Inc. Delaware Datel Communications, Inc. Black Box Network Services - Arizona Arizona Data Specialties Europe Ltd. Black Box Network Services - Cambridge (UK) Midwest Electronics and Communications, Inc. Black Box Network Services - Denver Colorado Duracom, Inc. Black Box Network Services - Seattle Washington Black Box Network Services - Oregon Orchard Network Solutions Ltd. Black Box Network Services - Cambridge (UK) Societe Industrielle de Telephonie, Alarme et Video Black Box Network Services - France Netcabling B.V. Black Box Network Services - Belgium Bernhard Merz AG. Black Box Network Services - Switzerland Universal Connections, Incorporated Black Box Network Services - Indiana Indiana Michael Electric, Inc. Black Box Network Services - New Jersey New Jersey
STATE OF NAME DOING BUSINESS AS INCORPORATION ---- ----------------- ------------- Integrated Cabling Systems, Inc. Black Box Network Services - Nebraska Nebraska Computer Cables and Accessories Ltd. Black Box Network Services - London (UK) Vivid Communications, Inc. Black Box Network Services - Kensington Maryland DESIGNet, Inc. Black Box Network Services - San Jose California J.C. Informatica Integral S.A. de C.V., Consultoria en Redes S.A. de C.V. and SIC Comunicaciones S.A. de C.V. Black Box Network Services - Mexico LJL Telephone and Communication, Inc. Black Box Network Services - New England Massachusetts AB Lofamatic Black Box Network Services - Sweden Optech Fibres Ltd. Black Box Network Services - Cumbria (UK) GCS Network Services Ltd. Black Box Network Services - Northampton (UK) Di.el. Distribuzioni Elettroniche S.r.l. Black Box Network Services - Rome (Italy) Lanetwork Sales Ltd. Black Box Network Services - Canada TW Netzwerkservice GmbH Black Box Network Services - Bavaria (Germany) Telefuture Communications, Ltd. Black Box Network Services - New Rochelle New York NKS Netzwerke Kabel Systeme GmbH Black Box Network Services - Stuttgart (Germany) Bbox Holding Company Delaware Black Box Corporation of Pennsylvania Delaware Black Box Catalogue, Ltd. Black Box Canada Corporation Black Box Foreign Sales Corporation Black Box France, S.A. Black Box Datacom, B.V. Black Box Communication SANV Indacom N.V. Blue Box, B.V. Ascor bvba BB Technologies, Inc. Delaware Datacom Black Box Services AG Black Box Deutschland GmbH Black Box Italia, SpA Black Box Japan Kabushiki Kaisha Black Box Catalog Australia Pty. Ltd. Black Box Catalog New Zealand Limited Black Box do Brazil Industria e Comercio Ltda. Black Box de Mexico, S.A. de C.V. Alpeco Puerto Rico, Inc. South Hills Datacomm Chile, S.A. Black Box Comunicaciones, SA Schoeller Connectivity Gmbh Black Box Norge AS Black Box Finland OY Black Box Sverige AB Black Box Denmark
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