-----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, Obim4aWAHvE8O/stsFyKEhak9kOpN+RvzTt6fm6Fl5tFI9NXWRyvnMj7cjSSM82T +Zx/N1HhQnCbqlq/6eJkTw== 0001157523-04-000279.txt : 20040120 0001157523-04-000279.hdr.sgml : 20040119 20040120082326 ACCESSION NUMBER: 0001157523-04-000279 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040120 ITEM INFORMATION: FILED AS OF DATE: 20040120 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18706 FILM NUMBER: 04530923 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 8-K 1 a4552919.txt BLACK BOX CORP. 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 20, 2004 Black Box Corporation (Exact Name of Registrant as Specified in Charter) Delaware 0-18706 95-3086563 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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 Item 12. Results of Operations and Financial Condition. - -------------------------------------------------------- On January 20, 2004, Black Box Corporation issued a press release announcing its financial results for the quarter ended December 28, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report. 2 SIGNATURES 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 hereunto duly authorized. BLACK BOX CORPORATION Date: January 20, 2004 By: /s/ Michael McAndrew ------------------------------------- Michael McAndrew Chief Financial Officer, Treasurer and Principal Accounting Officer 3 Exhibit Index ------------- Exhibit Number Description -------------- ----------- 99.1 Press Release dated January 20, 2004 4 EX-99 3 a4552919ex991.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Black Box Corporation Reports Third Quarter and YTD Fiscal 2004 Results PITTSBURGH--(BUSINESS WIRE)--Jan. 20, 2004--Black Box Corporation (Nasdaq:BBOX) today reported for the third quarter ended December 28, 2003, diluted earnings per share of 66 cents compared to 73 cents last year, down 10%. Corresponding net income for the third quarter was $12.2 million or 9.2% of revenues, compared to $14.8 million or 9.7% of revenues last year. For a sequential comparison, second quarter diluted earnings per share were 64 cents with corresponding net income of $12.1 million or 9.3% of revenues. Total revenues for the third quarter were $133 million, down 13% from $153 million last year. For a sequential comparison, second quarter revenues were $129 million. Third quarter cash provided by operating activities was $16 million or 128% of net income, compared to $27 million or 183% of net income last year. Third quarter free cash flow was $19 million compared to $28 million last year. For a sequential comparison, second quarter cash provided by operating activities was $16 million and free cash flow was $20 million. The third quarter's free cash flow of $19 million was used towards: Black Box stock repurchases of $16 million; dividend payments of $1 million; debt reduction of $1 million; and a cash on hand increase of $1 million. Management believes that free cash flow, defined by the Company as cash provided by operating activities less net capital expenditures, plus proceeds from option exercises, plus or minus foreign currency translation adjustments, is an important measurement of liquidity as it represents the total cash available to the Company. For the nine months ended December 28, 2003, diluted earnings per share were $1.90 compared to $2.17 last year, down 12%. Corresponding net income for the nine months was $35.7 million or 9.1% of revenues, compared to $44.5 million or 9.5% of revenues last year. Total revenues for the nine months were $391 million, down 17% from $470 million last year. Cash provided by operating activities for the nine months was $46 million or 130% of net income, compared to $69 million or 154% of net income last year. Free cash flow was $55 million compared to $71 million last year. The nine-month free cash flow of $55 million and $4 million of cash on hand was used towards: Black Box stock repurchases of $52 million; dividend payments of $3 million; debt reduction of $3 million; and merger obligations of $1 million. In accordance with SEC Regulation G, the attached financial charts include a reconciliation of non-GAAP financial measures in this release to the most directly comparable GAAP measures. Commenting on the third quarter results, Fred C. Young, Chief Executive Officer, said, "We are pleased with our sequential revenue growth, particularly in light of historical seasonality. Profits and cash flow remain strong. The key to this success centers around the consistent execution of world-class technical support services, our traditional customer-focused staple." The Company will conduct a conference call beginning at 10:45 a.m. Eastern Time today, January 20, 2004. Fred Young, Chief Executive Officer, will host the call. To participate in the call, please dial 612-326-1003 approximately 15 minutes prior to the starting time and ask to be connected to the Black Box Earnings Call. A replay of the conference call will be available for one week after the teleconference by dialing 320-365-3844 and using access code 713084. Any forward-looking statements contained in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected, including levels of business activity and global economic conditions. Additional risk factors are included in the Company's Annual Report on Form 10-K. Any information, which is not historical in nature, constitutes such forward-looking statements and speaks only as of the date of this release. Black Box is the world's largest technical services company dedicated to designing, building and maintaining today's complicated network infrastructure systems. Black Box services 150,000 clients in 132 countries with 117 offices throughout the world. BLACK BOX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited) Quarter Ended Nine Months Ended ------------------- ------------------- Dec. 28, Dec. 29, Dec. 28, Dec. 29, 2003 2002 2003 2002 --------- --------- --------- --------- Revenues $133,067 $153,062 $390,682 $470,205 Cost of sales 78,426 92,423 228,719 284,294 -------- -------- -------- -------- Gross profit 54,641 60,639 161,963 185,911 Selling, general and administrative expenses 34,953 37,471 104,474 113,788 Intangibles amortization 64 96 198 305 -------- -------- -------- -------- Operating income 19,624 23,072 57,291 71,818 Interest expense, net 498 671 1,358 2,209 Other expenses, net of income 75 44 91 114 -------- -------- -------- -------- Income before income taxes 19,051 22,357 55,842 69,495 Provision for income taxes 6,858 7,580 20,102 25,018 -------- -------- -------- -------- Net income $ 12,193 $ 14,777 $ 35,740 $ 44,477 ======== ======== ======== ======== Basic earnings per common share $ 0.68 $ 0.75 $ 1.96 $ 2.23 ======== ======== ======== ======== Diluted earnings per common share $ 0.66 $ 0.73 $ 1.90 $ 2.17 ======== ======== ======== ======== Weighted average common shares 17,954 19,596 18,258 19,937 ======== ======== ======== ======== Weighted average common and common equivalent shares outstanding 18,571 20,225 18,792 20,513 ======== ======== ======== ======== BLACK BOX CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited) (Audited) December 28, March 31, ASSETS 2003 2003 ------------ ------------ Current assets: Cash and cash equivalents $ 9,924 $ 14,043 Trade accounts receivable, net 100,632 100,263 Inventories, net 42,169 40,047 Costs and estimated earnings in excess of billings on uncompleted contracts 15,276 18,261 Other current assets 13,301 16,052 ----------- ----------- Total current assets 181,302 188,666 Property, plant and equipment, net 30,800 34,737 Intangibles, net 408,365 399,299 Other assets 2,907 4,027 ----------- ----------- Total assets $ 623,374 $ 626,729 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current debt $ 759 $ 926 Accounts payable 30,217 30,508 Billings in excess of costs and estimated earnings on uncompleted contracts 3,599 3,295 Accrued expenses 26,507 32,405 Accrued taxes 2,080 2,940 ----------- ----------- Total current liabilities 63,162 70,074 ----------- ----------- Long-term debt 46,780 49,453 Other liabilities 10,894 12,780 Stockholders' equity: Common stock 23 23 Additional paid-in capital 303,401 295,271 Retained earnings 392,040 359,037 Treasury stock, at cost (211,183) (163,547) Accumulated other comprehensive gain 18,257 3,638 ----------- ----------- Total stockholders' equity 502,538 494,422 ----------- ----------- Total liabilities and stockholders' equity $ 623,374 $ 626,729 =========== =========== BLACK BOX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Quarter Ended December 28, December 29, 2003 2002 ------------ ------------ Cash flows from operating activities: Net income $ 12,193 $ 14,777 Adjustments to reconcile net income to cash provided by operating activities: Intangibles amortization 64 96 Depreciation 1,606 1,837 Changes in working capital items: Account receivable, net (2,073) 804 Inventories, net (625) (1,020) Other current assets 4,886 14,168 Accounts payable and accrued liabilities (400) (3,572) ----------- ----------- Cash provided by operating activities $ 15,651 $ 27,090 ----------- ----------- Cash flows from investing activities: Capital expenditures, net of disposals $ (435) $ (26) Merger transactions, net of cash acquired and prior merger-related payments (252) (272) ----------- ----------- Cash used in investing activities $ (687) $ (298) ----------- ----------- Cash flows from financing activities: Revolving credit repayments, net $ (953) $ (9,877) Proceeds from exercise of options 3,178 2,239 Payment of dividends (913) - Purchase of treasury stock (15,675) (17,138) ----------- ----------- Cash used in financing activities $ (14,363) $ (24,776) ----------- ----------- Foreign currency exchange impact on cash $ 901 $ (1,227) ----------- ----------- Increase in cash and cash equivalents $ 1,502 $ 789 Cash and cash equivalents at beginning of period 8,422 12,658 ----------- ----------- Cash and cash equivalents at end of period $ 9,924 $ 13,447 =========== =========== BLACK BOX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Nine Months Ended December 28, December 29, 2003 2002 ------------ ------------ Cash flows from operating activities: Net income $ 35,740 $ 44,477 Adjustments to reconcile net income to cash provided by operating activities: Intangibles amortization 198 305 Depreciation 4,824 5,747 Gain on sale of property (531) - Changes in working capital items: Account receivable, net 3,929 12,065 Inventories, net (960) 2,783 Other current assets 11,265 11,242 Accounts payable and accrued liabilities (8,052) (7,936) ----------- ----------- Cash provided by operating activities $ 46,413 $ 68,683 ----------- ----------- Cash flows from investing activities: Capital expenditures, net of disposals $ 258 $ (706) Merger transactions, net of cash acquired and prior merger-related payments (1,261) (7,561) ----------- ----------- Cash used in investing activities $ (1,003) $ (8,267) ----------- ----------- Cash flows from financing activities: Revolving credit borrowings, net $ (2,959) $ (25,854) Proceeds from exercise of options 5,963 4,366 Payment of dividends (2,737) - Purchase of treasury stock (52,354) (37,853) ----------- ----------- Cash used in financing activities $ (52,087) $ (59,341) ----------- ----------- Foreign currency exchange impact on cash $ 2,558 $ (1,051) ----------- ----------- (Decrease)/increase in cash and cash equivalents $ (4,119) $ 24 Cash and cash equivalents at beginning of period 14,043 13,423 ----------- ----------- Cash and cash equivalents at end of period $ 9,924 $ 13,447 =========== =========== RECONCILIATIONS: In addition to reported results under U.S. GAAP for the fiscal periods, the following financial highlights table also includes, where appropriate, a reconciliation of free cash flow (which is a non-GAAP measure), to the most directly comparable GAAP measure. All dollar amounts are in thousands. A reconciliation of cash provided by operating activities to free cash flow is presented below: 3Q04 3Q03 3Q04YTD 3Q03YTD - ------------------------------ --------- --------- --------- --------- Cash provided by operating activities $ 15,651 $ 27,090 $ 46,413 $ 68,683 Plus or (minus): Net capital expenditures/disposals (435) (26) 258 (706) Proceeds from stock option exercises 3,178 2,239 5,963 4,366 Foreign currency exchange impact on cash 901 (1,227) 2,558 (1,051) - ------------------------------ -------- -------- -------- -------- Free cash flow $ 19,295 $ 28,076 $ 55,192 $ 71,292 - ------------------------------ -------- -------- -------- -------- SUPPLEMENTAL INFORMATION: Additionally, the following supplemental information is being provided for comparisons of third quarter ended December 28, 2003 reported results to this year's second quarter and prior year's third quarter. All dollar amounts are in thousands unless noted otherwise. Information on revenues and operating income by geography is presented below: 3Q04 2Q04 3Q03 3Q04YTD 3Q03YTD - -------------------- --------- --------- --------- --------- --------- Revenues: North America $ 84,665 $ 88,473 $102,476 $259,555 $325,115 Europe 38,309 32,037 41,457 103,944 115,847 All Other 10,093 8,758 9,129 27,183 29,243 -------- -------- -------- -------- -------- Total $133,067 $129,268 $153,062 $390,682 $470,205 Operating Income: North America $ 10,900 $ 11,806 $ 14,784 $ 34,595 $ 48,024 % of North America revenues 12.9% 13.3% 14.4% 13.3% 14.8% Europe $ 6,325 $ 5,351 $ 6,532 $ 16,278 $ 17,613 % of Europe revenues 16.5% 16.7% 15.8% 15.7% 15.2% All Other $ 2,399 $ 2,137 $ 1,756 $ 6,418 $ 6,182 % of All Other revenues 23.8% 24.4% 19.2% 23.6% 21.1% -------- -------- -------- -------- -------- Total $ 19,624 $ 19,294 $ 23,072 $ 57,291 $ 71,819 % of total revenues 14.7% 14.9% 15.1% 14.7% 15.3% Information on revenues and gross profit for hotline services, data services (previously structured cabling) and voice services (previously telephony) is presented below: 3Q04 2Q04 3Q03 3Q04YTD 3Q03YTD - -------------------- --------- --------- --------- --------- --------- Revenues: Hotline Services $ 61,538 $ 58,994 $ 62,897 $176,508 $190,775 Data Services 54,305 52,543 69,323 161,448 219,147 Voice Services 17,224 17,731 20,842 52,726 60,283 -------- -------- -------- -------- -------- Total $133,067 $129,268 $153,062 $390,682 $470,205 Gross Profit: Hotline Services $ 32,241 $ 30,862 $ 32,308 $ 92,212 $ 96,906 % of Hotline Services revenues 52.4% 52.3% 51.4% 52.2% 50.8% Data Services $ 16,267 $ 17,003 $ 21,439 $ 51,404 $ 70,117 % of Data Services revenues 30.0% 32.4% 30.9% 31.8% 32.0% Voice Services $ 6,133 $ 6,010 $ 6,892 $ 18,347 $ 18,888 % of Voice Services revenues 35.6% 33.9% 33.1% 34.8% 31.3% -------- -------- -------- -------- -------- Total $ 54,641 $ 53,875 $ 60,639 $161,963 $185,911 % of total revenues 41.1% 41.7% 39.6% 41.5% 39.5% - -------------------- -------- -------- -------- -------- -------- Information on revenues on a same-office basis is presented below: 3Q04 3Q03 Change - ------------------------------------------ --------- --------- ------- Revenues as reported $133,067 $153,062 (13)% Less revenues from offices added since Fiscal 2003 (302) -- --------- --------- ------- Revenues on same-office basis $132,765 $153,062 (13)% - ------------------------------------------ --------- --------- ------- Information on various balance sheet ratios, backlog and headcount is presented below. Dollar amounts are in millions. 3Q04 2Q04 3Q03 - ------------------------- -------------- -------------- -------------- Accounts Receivable: Gross Accounts Receivable $ $112.3 $108.1 $119.0 Reserve $ / % $11.7/10.4% $12.0/11.1% $8.4/7.1% -------------- -------------- -------------- Net Accounts Receivable $ $100.6 $96.1 $110.6 Net Days Sales 64 days 62 days 63 days Outstanding Inventory: Gross Inventory $ $46.6 $45.3 $48.8 Reserve $ / % $4.4/9.4% $4.4/9.8% $3.8/7.8% -------------- -------------- -------------- Net Inventory $ $42.2 $40.9 $45.0 Net Inventory Turns 8.0x 7.1x 9.1x Six-Month Order Backlog $54 $58 $55 Team Members 2,928 3,029 3,517 - ------------------------- -------------- -------------- -------------- CONTACT: Black Box Corporation Anna M. Baird 724-873-6750 724-873-6799 (fax) investors@blackbox.com -----END PRIVACY-ENHANCED MESSAGE-----