Filed by Bowne Pure Compliance
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended September 30, 2008
or
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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 0-23212
Telular Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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36-3885440
(I.R.S. employer
identification no.) |
311 South Wacker Drive, Suite 4300, Chicago, Illinois 60606-6622
(Address of principal executive offices and zip code)
(312) 379-8397
(Registrants telephone number, including area code)
Securities registered pursuant to 12(b) of the Act:
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Title of Each Class |
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Name of each exchange on which registered |
Common Stock, $.01 Par Value
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The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrants 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
As of March 31, 2008, the aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $51,407,000 (based upon the closing sales price of such stock as
reported by The NASDAQ Stock Market LLC on such date). The number of shares outstanding of the
registrants Common Stock as of December 8, 2008, the latest practicable date, was 18,466,876
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the close of the registrants fiscal year ended September 30, 2008
are incorporated by reference in Part III of this Form 10-K.
PART I
(Dollar In Thousands, Except Per Share Data)
ITEM 1. BUSINESS
OVERVIEW
Telular Corporation (Telular or the Company) designs, develops and distributes products and
services that utilize wireless networks to provide data and voice connectivity among people and
machines. Telulars product and service offerings take advantage of the pervasiveness and data
transport capabilities of wireless networks in order to facilitate communications among people and
machines. Oftentimes, the Companys products and services replace the wireline network while
providing the added flexibility of wireless connectivity.
Telular was established in 1986 when it acquired the intellectual property rights for its cellular
interface concept and methodology. Historically, Telular provided Fixed Cellular Terminals (FCTs)
and Fixed Cellular Phones (FCPs) to markets in North America and in developing countries around the
world. Today, while Telular continues to develop FCTs, it is emphasizing the development of FCTs
that work in conjunction with software systems to provide integrated event monitoring and reporting
services for machine-to-machine (M2M) applications. M2M applications take advantage of wireless
networks to improve process efficiency in areas such as supply chain management, security
monitoring, meter reading, vehicle tracking and many other commercial and industrial situations.
COMPANY STRATEGY
Strategically, Telular is focused on M2M market segments in which the Company can provide a
differentiated product and service offering using wireless networks to facilitate supply chain
efficiencies. Telular invests in solutions that uniquely meet a customers need to utilize remote
telemetry using technology similar to its market-leading TELGUARD security solution. In addition,
Telular continues to sell FCT products that function on a standalone basis and enable end users to
transmit voice, data and fax information over commercial wireless networks.
The most recent M2M application currently offered by the Company is tank level monitoring. Through
its October 2008 acquisition of SupplyNet Communications, Inc., Telular added approximately 13,000
tanks to its subscription base for monitoring services. The Telular tank monitoring solution,
TankLink, combines a specially designed cellular communicator, wireless data services and a
web-based application into a single offering which allows end-users to remotely monitor the level
of product contained in each tank vessel. This information commonly feeds a vendor managed
inventory (VMI) program that improves the efficiency and timeliness of product delivery while
optimizing the amount of product held by customers at any given time. Most of the Companys
existing tank monitoring systems are installed in the fuels and lubricants space. Additional
market segments served include industrial chemicals, food additives, and waste water treatment.
The Companys TELGUARD products and service generate a majority of Telulars revenue. TELGUARD
service combines a specialized terminal unit with Telulars message center to provide real-time
transport of alarm signals from residential and commercial locations to an alarm companys central
monitoring station. Alarm monitoring companies purchase the products and cellular service from
Telular and resell them to end users in order to provide a wireless backup for the conveyance of
alarm signals, which are typically sent over traditional wireline phone networks. Increasingly,
the Companys TELGUARD solution is being used as the primary means for the transmission of alarm
signals as end users eliminate traditional phone lines in favor of voice-over-IP (VoIP) over
broadband and cellular telephones.
Telulars standalone FCT business targets both commercial and residential consumers, who use FCTs
for voice, fax, and Internet access over the wireless networks. Distribution outside the United
States is typically through direct sales to large wireless carriers who certify the FCT equipment
for use on their networks and then sell and distribute FCT products directly to end users through
their existing distribution channels for wireless handsets. At its most basic level, an FCT allows
users to simultaneously plug in a standard telephone, fax machine and a computer data line, which
the FCT then makes functional over the wireless phone network. In the United States, FCTs are most
often used for remote or mobile applications in which cellular service is available but broadband
Internet connectivity is not. For example, FCTs are used by public safety agencies to provide
connectivity for mobile command centers. In Latin America, Telular FCTs are used
more extensively due to the fact that traditional wireline telephone and broadband networks were
not built as extensively as in the United States, but cellular systems have been widely
implemented. One key application for FCTs in Latin America is for Least Cost Routing (LCR). LCR
is the process of routing calls according to the most favorable tariff rates. An FCT enables a
private branch exchange (PBX) to consider cellular rates while computing the lowest possible tariff
for an outbound phone call.
2
Telular operates as a single-segment enterprise for financial reporting purposes. For financial
information about geographic areas, see Note 14. Major Customers and Note 15. Export Sales to
the consolidated financial statements of Telular set forth in Item 8 of this Form 10-K.
GEOGRAPHICAL MARKETS
Currently, the vast majority of M2M tank applications served by Telular are located within the
United States. These installations span the entire country and the Company expects to expand over
time into other countries, particularly in Latin America where it has strong relationships with the
leading wireless carriers.
TELGUARD products and service are currently sold only in the United States, although the Company
plans to expand service to other North American countries during fiscal 2009.
The Company currently focuses its FCT sales efforts in North and South America, but also has sales
in Africa, Asia and the Middle East.
TECHNOLOGY
Integral to our success in the FCT space is our experience in creating intelligent interfaces
enabling ordinary telecommunications equipment to operate on wireless phone networks. Bridging the
gap between wireline customer premises equipment and cellular networks, the intelligent interface
provides Telulars products with the look and feel of the wireline network, providing critical
communications and security needs in a variety of environments. The lack of dial tone on the
cellular network is a key difference from the wireline network. The generation of a standard dial
tone, along with off-hook signal detection and other common wireline signals, are key benefits
provided by our products.
RESEARCH AND DEVELOPMENT AND PRODUCT LINES
Telular has built a core competency in developing products which enable devices such as standard
telephones, fax machines and computers to utilize both GSM-based and CDMA-based wireless phone
networks. In addition, our M2M and TELGUARD solutions operate in conjunction with real-time,
transaction processing servers which receive data, transform the data, and immediately forward the
result to our customers. The M2M tank level monitoring and TELGUARD security solutions are a
combination of hardware product design along with software system design. In both cases, the
software system is capable of high-volume, real-time transaction processing of mission critical
data (security alarms and tank fill levels). Such integrated hardware and software system
solutions will be the focus of our research and development activities going forward and will be
further applied to the event monitoring space.
Because our products operate on a coordinated basis with wireless phone networks, Telular works
closely with major carriers to certify our products on their networks. In many cases, the carriers
themselves are our customers and they sell and distribute our products to end users upon
certification. Based on this need to work closely with the major wireless phone carriers, Telular
has developed strong working relationships with these carriers as customers and solution partners.
Research and development activities sponsored by the Company for the years ended September 30,
2008, 2007, and 2006, were $4,448, $6,076, and $2,636, respectively, and are included in
engineering and development expense. There are no customer sponsored research and development
activities included in any of those years.
3
The following details areas of product delivery and research during fiscal 2008 and anticipated in
fiscal 2009.
M2M SOLUTIONS During 2008, Telular developed an integrated, M2M event monitoring system
consisting of two new hardware products as well as a message processing engine, database and
customer portal. Pending market
development activities in early 2009, the Company expects to further refine this base-level M2M
system solution for additional vertical markets. The October 1, 2008, acquisition of SupplyNet
Communications, Inc. brought the Company a successful wireless communicator product line for tank
level monitoring. Enhancements to this hardware and its supporting message center will be made
during 2009.
TELGUARD Telulars engineering team continues to update the TELGUARD digital product portfolio by
addressing the growing demand and technology changes in the electronics security market. In fiscal
2008, Telular re-engineered its message processing system, including the upgrade of all hardware
servers on which the system operates. In addition, the Company introduced TELGUARD DIGITAL TG-11
which integrates more directly with key security panels and should improve the Companys
competitive position with regard to these panels from both a price and functionality perspective.
In fiscal 2009, Telular will further enhance its Telguard services by improving the Telguard online
portal and introducing other system enhancements.
TERMINALS In fiscal 2008, we launched a new FCT called SX7T, which include 3G radio technologies
(HSDPA and EVDO). These radio technologies take advantage of the cellular networks evolution to
those standards that offer high speed data for improved data networking and faster Internet access.
In addition, the new SX6T GSM terminal for 2G networks was introduced in late 2008 and is
undergoing certification testing at numerous potential carrier customers. The Company currently
expects to focus its 2009 Terminals development activity on further enhancements to its 2G terminal
product line.
SALES, MARKETING SERVICE AND SUPPORT
Domestic Sales
In the United States, Telular markets both its TELGUARD and other FCT products through an
Atlanta-based sales group. TELGUARD customers are security system distributors and security service
dealers that the Company sells to on a direct basis. The Company utilizes a significant number of
manufacturers representatives to manage approximately 3,500 customer relationships for the
Telguard products. Other FCT customers are the large cellular carriers and dealers and Value Added
Resellers (VARs) dedicated to niche market applications that the Company sells to on a direct
basis. In fiscal 2008, the Companys domestic revenues were $56,786, or 86% of total revenues.
International Sales
Our international sales team is based in Miami and covers key markets such as Latin America. These
markets include significant cellular carrier customers in countries such as Mexico and Venezuela.
In addition, Telular has built strong relationships with distributors and VARs in a number of these
and other markets. In fiscal 2008, the Companys international revenues were $9,368, or 14% of
total revenues.
Service and Support
Telular believes that providing customers with comprehensive product service and support is
critical to maintaining a competitive position in the mobile telecommunications equipment industry.
Telular offers warranty and repair service for its products through three primary methods: (1)
advance replacement kits shipped with orders, (2) in-house service and technical support, and (3)
authorized third-party service centers in various regions of the world.
MAJOR CUSTOMERS
In fiscal 2008, the Company derived 31% of its total revenues from ADT, a major U.S. securities
systems provider, and 13% of its total revenue from ADI, a large U.S. distributor of security
systems and related products.
MANUFACTURING
Telulars products are manufactured by contract manufacturers in China and the United States who
make our products and test them with proprietary testing equipment that Telular provides. We also
write manufacturing procedures and conduct comprehensive quality control and quality assurance
surveillance during the manufacturing process. Quality programs are
a high priority at Telular and our contract manufacturers are ISO 9001:2000 certified. Telular also
contracts with a variety of suppliers to buy several critical components of its products, including
certain cellular transceivers.
4
EXECUTIVE OFFICERS
The executive officers of Telular and their ages as of December 15, 2008 are as follows:
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Position |
Joseph A. Beatty
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45 |
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President, Chief Executive Officer and Director |
Jonathan M. Charak
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39 |
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Senior Vice President, Chief Financial Officer and Secretary |
George S. Brody
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54 |
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Senior Vice President, Telguard and Terminals |
Robert L. Deering
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50 |
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Controller, Treasurer and Chief Accounting Officer |
Joseph A. Beatty has served as President, Chief Executive Officer and Director since January 2008
and Chief Financial Officer and Secretary from May 2007 to March 2008. From June 2003 until June
2006, he was President and Chief Executive Officer of Concourse Communications Group, a
privately-held developer and operator of distributed antenna systems and airport Wi-Fi networks.
From November 1996 until February 2001, Mr. Beatty was a co-founder and the CFO of Focal
Communications Corporation, a competitive local exchange carrier that is now part of Level 3
Communications. Earlier in his career, Mr. Beatty was a securities analyst and also held numerous
technical management positions for a local exchange carrier. Mr. Beatty has a BS in Electrical
Engineering and an MBA in Finance. In addition, he is a Chartered Financial Analyst.
Jonathan M. Charak has served as Senior Vice President, Chief Financial Officer and Secretary since
March 2008. From January 2007 through February 2008, he served as the Chief Financial Officer of
Vanderbilt Financial, LLC. From June 2003 through October 2006, Mr. Charak was Chief Financial
Officer at Concourse Communications Group, LLC. Prior to that, Mr. Charak served as Chief
Financial Officer of Language Stars, LLC and as Controller at iFulfillment, Inc., both of which
were early stage high growth companies. Mr. Charak began his career with 9 years of experience in
the audit practice of Arthur Andersen LLP. Mr. Charak has a B.S. degree in Accounting from Indiana
University and has a CPA certificate.
George S. Brody has served as Senior Vice President, Telguard and Terminals since June 2003.
Previously, Mr. Brody worked as a consultant in the telecommunications industry from 2002 to 2003.
From 2000 to 2002, Mr. Brody was Vice President of Sales and Marketing for Evolution Networks, Inc.
From 1995 to 2000, Mr. Brody served as Vice President, Sales and Marketing for Philips Electronics.
Prior to that he was Vice President, Worldwide Marketing for Burle Industries (1987-1995). Mr.
Brody began his career at RCA in 1978.
Robert L. Deering was appointed Controller, Treasurer and Chief Accounting Officer in October 2005.
Mr. Deering had previously been the Corporate Controller for VASCO Data Security International,
Inc. from June 2002 to October 2005. Prior to that he was the Controller for various technology
and manufacturing companies. Mr. Deering began his career in public accounting at
PricewaterhouseCoopers in 1979. He has a BA in Accounting and has a CPA certificate.
EMPLOYEES
The Company has 85 full time employees, of which 43% are in sales, customer service and marketing,
12% in manufacturing support, 27% in engineering and product development and 18% in finance and
administration. None of the Companys employees are represented by organized labor.
COMPETITION
Telular believes its advantages over the competition include:
Better focus/commitment Telulars only business is Fixed Cellular Terminals and related
event monitoring services. Many of our largest competitors sell a much broader line of equipment,
software and services.
More experience Telular has been in the Fixed Cellular business for 20 years. We have
deployed FCTs in more than 130 countries worldwide, reflecting the quality, reliability and
innovation of our products.
5
Broader product line Telular offers products that operate on the worlds major cellular
air-interface standards and is developing additional products for the latest generation, 3G
networks.
Service and support Telular provides customers with comprehensive product service and
support. It is our commitment to providing superior quality and service that differentiates us from
our competition.
There are several firms that compete with the Companys TELGUARD products and services. These
primary competitors include: Honeywell, Numerex, DSC and Alarm.com. Telular believes it has a
significant portion of the market share for digital cellular alarm communicators, having introduced
the first such device in March 2006. Demand for digital communicators has increased markedly since
mid-2007, although it is difficult to predict whether this increased demand is sustainable over the
long term.
Telulars TELGUARD hardware products will only interface with the Companys proprietary message
center, which interprets and forwards any alarms received to the Companys security monitoring
customers in near real-time. The Company believes its competitive advantages for this service are
the fact that its hardware products interface with the vast majority of alarm panels on the market
and that installers can quickly activate the hardware and service.
With regard to the other terminal products sold by Telular, there are a large number of competitors
that manufacture and sell FCTs. They range from large, global companies such as Ericsson to small,
electronics manufacturers in China. Much of the demand for these terminals is outside the United
States and demand is concentrated among the large wireless carriers that operate in various
countries around the world. Competition is based on reputation, features and pricing. The
Companys products sell well in Latin America and Telular is able to realize an acceptable selling
price due to Telulars reputation for quality products in that region.
The Fixed Cellular industry consists of domestic and international equipment companies, including
Ericsson Radio Systems AB, Huawei Technologies Co., Ltd., LG Electronics, ZTE Corporation,
Axesstel, Inc., Honeywell International Inc., Tyco International Ltd. and Numerex Corporation.
Telular has granted a license for its patents to Ericsson Radio Systems AB and currently faces
competition for FCT sales from Ericsson Radio Systems AB.
PATENTS AND OTHER INTELLECTUAL PROPERTY
PATENTS
With respect to its intelligent interface technology, Telular currently has 25 issued patents that
are currently active and 1 pending patent application in the United States, as well as 4 foreign
patents (and no pending foreign applications). Telular has successfully defended some of its
patents in court. These law suits have not had a material effect on the Companys financial
position.
Although Telular believes its intelligent interface can be adapted to accommodate emerging wireless
technologies, there can be no assurance that these new applications will fall within the scope of
the existing patent protection.
TRADEMARKS AND OTHER PROPRIETARY INFORMATION
Telular has 7 registered U.S. trademarks, which are: Telular (block), TELULAR plus design,
CELJACK, Hexagon Logo, PHONECELL, TELGUARD and WiPATH. Telular has 1 new pending US trademark
application (for Lose the Line Keep the Connection). In addition, Telular has 4 registered
Mexican trademarks covering the names and logos used for some of its products. Telular has a total
of 29 foreign trademark registrations and 1 foreign application.
6
AVAILABLE INFORMATION
Internet Address
Telulars
Internet address is www.telular.com.
Filings with the Securities and Exchange Commission
Telular makes available free of charge through a link on its Internet website its Code of Ethics,
Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee
Charter, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
and amendments to those reports filed or furnished pursuant to Section 13 (a) or 15 (d) of the
Exchange Act as soon as reasonably practicable after the Company electronically files such material
with, or furnishes it to, the Securities and Exchange Commission.
ITEM 1A. RISK FACTORS
Telular hereby incorporates by reference the risk factors included in Exhibit 99, Cautionary
Statements, filed as an exhibit to this annual report on Form 10-K.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The following is a list of properties that Telular leases:
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Lease Dates |
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Square |
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Renewal |
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Functions |
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Commencement |
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Termination |
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Footage |
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Options |
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Corporate Headquarters
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Sales, marketing, operations administration,
finance and general administrations
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Chicago, Illinois
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February 2007
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February 2014
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11,700 |
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No |
Terminal and Security
Products Operations and
Engineering
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Sales, marketing, operations and general
administration for terminal products and
product research and development
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Atlanta, Georgia
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November 2007
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December 2012
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15,154 |
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No |
International
Sales Office
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Sales
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Weston, Florida
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October 1999
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December 2009
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1,700 |
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Yes |
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in legal proceedings, which arose in the ordinary course of its business.
While any litigation contains an element of uncertainty, management believes that the outcome of
all pending legal proceedings will not have a material adverse effect on the Companys consolidated
results of operation, cash flows or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal
year ended September 30, 2008.
7
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK
The Companys Common Stock trades publicly on the NASDAQ National Market System under the symbol
WRLS. The following table sets forth the quarterly high and low sales prices for each quarter of
fiscal year 2008 and 2007, as reported by NASDAQ. Such quotations reflect inter-dealer prices
without retail markup, markdown or commissions and may not necessarily represent actual
transactions.
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QUARTER ENDED DURING FISCAL YEAR 2008 |
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December 31 |
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March 31 |
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June 30 |
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September 30 |
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High |
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$ |
8.59 |
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6.84 |
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3.88 |
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3.89 |
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Low |
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5.47 |
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2.50 |
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2.78 |
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1.99 |
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QUARTER ENDED DURING FISCAL YEAR 2007 |
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December 31 |
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March 31 |
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June 30 |
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September 30 |
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High |
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$ |
4.22 |
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4.37 |
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5.10 |
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7.50 |
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2.00 |
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3.23 |
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3.07 |
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4.55 |
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On December 8, 2008, there were approximately 239 shareholders of record, approximately 5,409
beneficial shareholders and 18,466,876 shares of Common Stock outstanding. The Company has not paid
any dividends since its inception and does not intend to pay any dividends on its Common Stock in
the foreseeable future.
TREASURY SHARES
On July 25, 2008, the Companys Board authorized the purchase of up to $5,000,000 of Telulars
Common Stock at prices to be determined at managements discretion. During the fourth quarter of
fiscal 2008, the Company purchased 383,207 shares of Telulars Common Stock as follows:
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Issuer Purchase of Equity Securities |
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Total Number |
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Average |
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of Shares |
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Price Paid |
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Period |
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Purchased |
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Per Share |
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August 2008 (August 7 - August 25) |
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383,207 |
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$ |
2.94 |
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8
TELULAR CORPORATION COMMON STOCK PERFORMANCE GRAPH
The following Performance Graph and related information shall not be deemed soliciting material
or to be filed with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of 1933 or Securities
Exchange Act of 1934, each as amended, except to the extent that the Company specifically
incorporates it by reference into such filing.
The Telular Corporation Common Stock Performance Graph compares total shareholder returns of the
Company since September 30, 2003, to three indices: the NASDAQ Stock Market (U.S.) Index, the
NASDAQ Telecommunications Index and the Research Data Group (RDG) Technology Composite Index. The
total return calculations assume the reinvestment of dividends, although dividends have never been
declared for the Companys stock, and are based on the returns of the component companies weighted
according to their capitalizations as of the end of each monthly period. The NASDAQ Stock Market
(U.S.) Index tracks the aggregate return of all equity securities traded on the NASDAQ National
Market System (the NMS). The NASDAQ Telecommunications Index tracks the aggregate return of equity
securities of telecommunications companies traded on the NASDAQ National Market System (the NMS).
The Research Data Group Technology Index tracks the aggregate return of technology companies,
including electronics, medical and other related technology industries.
The Companys Common Stock is traded on the NMS and is a component of the NASDAQ Stock Market
(U.S.) Index. The Companys stock price on the last trading day of its fiscal year, September 30,
2008, was $2.41.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Telular Corporation, The Nasdaq Composite Index,
The Nasdaq Composite Index And The RDG Technology Composite Index
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* |
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$100 invested on 9/30/03 in stock & index-including reinvestment of
dividends. Fiscal year ending September 30. |
9
ITEM 6. SELECTED FINANCIAL DATA
The following table is a summary of certain condensed statement of operations and balance sheet
information of the Company. The table lists historical financial data of the Company for the fiscal
years ended September 30, 2008, 2007, 2006, 2005 and 2004. The selected financial data were derived
from audited financial statements. The summary should be read in conjunction with financial
statements and notes thereto appearing in Item 8 of this report.
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Year ended September 30, |
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(In thousands, except share data) |
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|
2008 (a) |
|
|
2007 (a) |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
66,154 |
|
|
$ |
74,507 |
|
|
$ |
45,706 |
|
|
$ |
33,489 |
|
|
$ |
49,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
6,101 |
|
|
|
5,625 |
|
|
|
(644 |
) |
|
|
(4,507 |
) |
|
|
2,105 |
|
Income (loss) from discontinued operations |
|
|
(7,480 |
) |
|
|
(7,571 |
) |
|
|
(11,174 |
) |
|
|
(6,375 |
) |
|
|
(2,808 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(1,379 |
) |
|
$ |
(1,946 |
) |
|
$ |
(11,818 |
) |
|
$ |
(10,882 |
) |
|
$ |
(703 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and dilutive: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.32 |
|
|
$ |
0.31 |
|
|
$ |
(0.04 |
) |
|
$ |
(0.34 |
) |
|
$ |
0.16 |
|
Income (loss) from discontinued operations |
|
$ |
(0.39 |
) |
|
$ |
(0.42 |
) |
|
$ |
(0.66 |
) |
|
$ |
(0.47 |
) |
|
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(0.07 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.70 |
) |
|
$ |
(0.81 |
) |
|
$ |
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30 - balance sheet data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
47,969 |
|
|
$ |
55,608 |
|
|
$ |
57,937 |
|
|
$ |
53,499 |
|
|
$ |
54,366 |
|
Current loans payable |
|
|
|
|
|
|
|
|
|
|
3,313 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
40,167 |
|
|
|
38,366 |
|
|
|
38,812 |
|
|
|
43,792 |
|
|
|
44,801 |
|
|
|
|
(a) |
|
In July 2007, the Company formulated a plan to sell the net assets of its FCP segment and exit
the fixed cellular phone market. During the third quarter of fiscal 2008, the Company determined it
would be unable to secure a buyer for the FCP segment and made a strategic decision to abandon the
FCP segment effective June 30, 2008. As a result, the FCP segment has been segregated and
classified as discontinued operations and amounts for all periods presented have been restated to
reflect this classification. |
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
INTRODUCTION
Telular Corporation (Telular or the Company) designs, develops, and distributes products and
services that utilize wireless networks to provide data and voice connectivity among people and
machines. Telulars product and service offerings take advantage of the pervasiveness and data
transport capabilities of wireless phone networks in order to replace functionality historically
provided by wireline communications networks. Bridging the gap between traditional, wireline
equipment and
wireless phone networks, the Companys products and services replace the wireline network while
providing the added flexibility and security of wireless connectivity.
10
The Company generates most of its revenue by designing, producing and selling products and through
the delivery of machine-to-machine (M2M) and event monitoring services, such as its TELGUARD
service, which can be included with certain of the Companys terminal products. In addition, the
Company distributes its standalone Fixed Cellular Terminal (FCT) products in Latin America and the
United States. Telular recognizes revenue when its products ship from various manufacturing
locations to customers and when services are performed. Although the Company has a wide base of
customers in the Western Hemisphere, much of its revenue is generated from a small number of major
customers and via large contracts, the timing of which is often unpredictable.
The Companys operating expense levels are based in large part on expectations of future revenues.
If anticipated sales in any quarter do not occur as expected, expenditure and inventory levels
could be disproportionately high, and the Companys operating results for that quarter, and
potentially for future quarters, could be adversely affected. Certain factors that could
significantly impact expected results are described in Cautionary Statements that are set forth in
Exhibit 99.
The market for the Companys products is primarily in North and South America and consists of a
number of vertical applications ranging from wireless residential and commercial alarm systems
addressed by TELGUARD to Internet access provided by PHONECELL FCTs. The FCT market is addressed
primarily through indirect channels consisting of distributors, representatives and agents along
with in-house sales and customer support teams. A direct sales model is utilized for certain large
customers.
During June 2008, Telular abandoned its Fixed Cellular Phone (FCP) segment after unsuccessfully
marketing this unit for sale. Many of the segments assets were parts and finished goods inventory
which were sold prior to abandonment of the segment on June 30, 2008. Currently, Telular is
collecting certain receivables owed as a result of FCP product sales during 2008.
The Company believes that its future success depends on its ability to continue to meet customers
needs through product innovation, including the creation of event monitoring services that can be
sold with products. Research and development activities sponsored by the Company for the years
ended September 30, 2008, 2007 and 2006 were $4,448, $6,076 and $2,636, respectively.
Telulars engineering team continues to develop M2M hardware products and software systems and to
expand the TELGUARD digital product portfolio by addressing the growing demand and technology
changes in the electronics security market. In fiscal 2008, the Company has designed and developed
the TELGUARD DIGITAL TG-11 model for certain vendor panels in the security industry. In addition,
Telular completed development of the SX7T terminal, which will carry voice, data, and fax services
over 3G wireless networks. The Company is also devoting resources in marketing and engineering to
research, specify and develop products and services for additional event monitoring applications
outside of the security industry.
Fabrication of Telulars products is accomplished through contract manufacturing. Contract
manufacturers in China and the United States make and test all hardware products.
The Fixed Cellular industry consists of domestic and international equipment companies, including
Ericsson Radio Systems AB, Huawei Technologies Co., Ltd., LG Electronics, ZTE Corporation,
Axesstel, Inc., Honeywell International Inc., Tyco International Ltd. and Numerex Corporation.
Telular has granted a license for its patents to Ericsson Radio Systems AB and currently faces
competition for FCT sales from Ericsson.
With respect to its interface technology, the Company currently has 25 issued patents and 1 pending
patent applications in the United States, as well as 4 issued foreign patents. The Company has
successfully defended some of its patents in court.
11
RESULTS OF OPERATIONS
(In Thousands, Except Share Data)
Fiscal Year 2008 Compared to Fiscal Year 2007
Revenues and Costs of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
2008 |
|
|
2007 |
|
|
Amount |
|
|
Percentage |
|
Net product sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telguard |
|
$ |
28,391 |
|
|
$ |
40,694 |
|
|
$ |
(12,303 |
) |
|
|
-30 |
% |
Terminal |
|
|
17,542 |
|
|
|
16,442 |
|
|
|
1,100 |
|
|
|
7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product revenues |
|
|
45,933 |
|
|
|
57,136 |
|
|
|
(11,203 |
) |
|
|
-20 |
% |
Service revenues |
|
|
20,221 |
|
|
|
17,371 |
|
|
|
2,850 |
|
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
66,154 |
|
|
|
74,507 |
|
|
|
(8,353 |
) |
|
|
-11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
31,805 |
|
|
|
40,539 |
|
|
|
(8,734 |
) |
|
|
-22 |
% |
Services |
|
|
9,817 |
|
|
|
9,169 |
|
|
|
648 |
|
|
|
7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,622 |
|
|
|
49,708 |
|
|
|
(8,086 |
) |
|
|
-16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
$ |
24,532 |
|
|
$ |
24,799 |
|
|
$ |
(267 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
Total product revenues decreased 20% in fiscal 2008 due to decreased sales of our Telguard
products. Our dealers and distributors increased their inventory during the fourth quarter
of fiscal 2007 and the first two quarters of fiscal year 2008 anticipating a stronger demand
to convert from analog to digital. As that demand waned and the housing market continued to
weaken, our customers reduced their purchases during the last half of fiscal 2008. Terminal
product sales increased primarily due to sales increases in the domestic market.
The increase in service revenues is a result of the increase in the activation of monitoring
services related to additional Telguard unit sales in the fourth quarter of fiscal 2007 and
the first six months of fiscal 2008. Activations, which are dependent on Telguard unit
installations, will lag behind the sales of those units.
Cost of Sales
Total cost of sales decreased 16% in fiscal 2008. This was due to both a decrease in the
volume of sales and to decreased cost of manufacturing products and delivering services.
Product cost of sales as a percentage of revenues was 69% for fiscal 2008 as compared to
71% for fiscal 2007. This 2% decrease was attributed to decreased manufacturing costs.
Service cost of sales as a percentage of revenue decreased from 53% in fiscal 2007 to 49% in
fiscal 2008. This was primarily due to the lower cost of providing digital services as a
result of the transition from analog services.
12
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
% of Revenues |
|
|
|
2008 |
|
|
2007 |
|
|
Amount |
|
|
Percentage |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and development |
|
$ |
5,171 |
|
|
$ |
6,930 |
|
|
$ |
(1,759 |
) |
|
|
-25 |
% |
|
|
8 |
% |
|
|
9 |
% |
Selling and marketing |
|
|
6,287 |
|
|
|
6,157 |
|
|
|
130 |
|
|
|
2 |
% |
|
|
9 |
% |
|
|
8 |
% |
General and
administrative |
|
|
7,283 |
|
|
|
6,114 |
|
|
|
1,169 |
|
|
|
19 |
% |
|
|
11 |
% |
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,741 |
|
|
$ |
19,201 |
|
|
$ |
(460 |
) |
|
|
|
|
|
|
28 |
% |
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and Development
The decrease of 25% in engineering and development costs was primarily due to a reduction in
payroll related expenses of $1,578, a reduction of $144 in facility costs as a result of
moving the engineering function from New York to Atlanta, and a reduction in prototype and
supplies costs of $261, partially offset by an increase of $224 in recruiting cost to replace
engineers who did not move to Atlanta. Payroll related costs decreased in fiscal 2008
because of the elimination of one-time expenses in fiscal 2007 related to costs associated
with a reduction in workforce of $661 and savings from reduced engineering staff of $917.
Selling and Marketing
Selling and marketing costs increased 2% in fiscal 2008 primarily due to increased payroll
related expenses of $780 from increased staff in marketing, sales and product support, a $158
increase in facility costs as a result of moving to a new location in Atlanta and an increase
of $172 in targeted co-op marketing expenses related to the Telguard products, partially
offset by a decrease in external commissions of $980 related to reduced sales volumes.
General and Administrative (G&A)
G&A costs increased 19% in fiscal 2008 primarily due to increased legal and professional fees
of $538, increased payroll related costs of $450 as a result of severance paid to terminated
officers and non-cash compensation related to stock option modifications, an $89 increase in
bank fees and insurance costs, partially offset by a decrease in facility costs as a result
of moving the corporate headquarters to Chicago.
Other Income
Other income for fiscal 2008 increased by $283 compared to fiscal 2007. This increase was
primarily due to a $139 increase in interest income as a result of increased cash balances
throughout the year, a decrease in interest expense of $105 as a result of reducing the Companys
borrowings to $0 and a $39 decrease in various other miscellaneous expense items during the year.
Income Taxes
The Company recorded no income tax benefit for both fiscal years 2008 and 2007 due to the
uncertainty of the realizability of its deferred tax assets.
Discontinued Operations
The loss from discontinued operations of $7,480 for the fiscal 2008 decreased $91 from a loss of
$7,571 for fiscal 2007. Sales decreased significantly as the Company exited the FCP market and sold
its remaining inventory. During the third quarter of fiscal 2008, the Company determined that it
would be unable to find a buyer for the FCP business unit. As a result, the Company made a
strategic decision to abandon the FCP business unit effective June 30, 2008. The majority of the
assets of the business have been disposed of. The remaining assets consist of trade accounts
receivable of $4,583, inventory held for warranty purposes, which has been fully reserved for, and
$126 of test equipment which the Company
intends to sell at auction. The following table summarizes the activity of the discontinued
operations for the fiscal years 2008 and 2007. Also, see Note 3 of the Notes to Consolidated
Financial Statements.
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
Percentage |
|
|
|
|
Revenues |
|
$ |
7,544 |
|
|
$ |
20,931 |
|
|
$ |
(13,387 |
) |
|
|
-64 |
% |
Cost of sales |
|
|
11,252 |
|
|
|
20,357 |
|
|
|
(9,105 |
) |
|
|
-45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
(3,708 |
) |
|
|
574 |
|
|
|
(4,282 |
) |
|
|
|
|
Engineering and development |
|
|
|
|
|
|
723 |
|
|
|
(723 |
) |
|
|
-100 |
% |
Selling and marketing |
|
|
767 |
|
|
|
3,313 |
|
|
|
(2,546 |
) |
|
|
-77 |
% |
Amortization |
|
|
|
|
|
|
3,149 |
|
|
|
(3,149 |
) |
|
|
-100 |
% |
Impairment loss |
|
|
1,711 |
|
|
|
563 |
|
|
|
1,148 |
|
|
|
204 |
% |
Loss on asset disposals |
|
|
1,083 |
|
|
|
|
|
|
|
1,083 |
|
|
|
> 100 |
% |
Other |
|
|
211 |
|
|
|
397 |
|
|
|
(186 |
) |
|
|
-47 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(7,480 |
) |
|
$ |
(7,571 |
) |
|
$ |
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
The Company recorded a net loss of $1,379 or $0.07 per share for fiscal 2008 compared to a net loss
of $1,946 or $0.11 per share for fiscal 2007. The decrease in net loss was primarily due to the
result of increased margins due to improved product mix and a reduction of manufacturing cost and
containment of operational costs.
Fiscal Year 2007 Compared to Fiscal Year 2006
Revenues and Costs of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
2007 |
|
|
2006 |
|
|
Amount |
|
|
Percentage |
|
Net product sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telguard |
|
$ |
40,694 |
|
|
$ |
21,630 |
|
|
$ |
19,064 |
|
|
|
88 |
% |
Terminal |
|
|
16,442 |
|
|
|
12,932 |
|
|
|
3,510 |
|
|
|
27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product revenues |
|
|
57,136 |
|
|
|
34,562 |
|
|
|
22,574 |
|
|
|
65 |
% |
Service revenues |
|
|
17,371 |
|
|
|
11,144 |
|
|
|
6,227 |
|
|
|
56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
74,507 |
|
|
|
45,706 |
|
|
|
28,801 |
|
|
|
63 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
40,539 |
|
|
|
26,175 |
|
|
|
14,364 |
|
|
|
55 |
% |
Services |
|
|
9,169 |
|
|
|
5,937 |
|
|
|
3,232 |
|
|
|
54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,708 |
|
|
|
32,112 |
|
|
|
17,596 |
|
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
$ |
24,799 |
|
|
$ |
13,594 |
|
|
$ |
11,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
Total product revenues increased 65% in fiscal year 2007 as compared to fiscal year 2006,
reflecting increases in sales of both Telguard and terminal products. The increase in sales
of Telguard products is due to increased market penetration and an increase in the number of
customers switching from analog security devices to digital. The increase in terminal product
sales reflects increased sales volume in the Central American/Latin American (CALA) and
United States markets.
The increase in service revenue is a result of the increase in the activation of monitoring
services related to additional Telguard unit sales.
Cost of Sales
The increase in cost of sales in fiscal year 2007 as compared fiscal year 2006 represents a
combination of increased sales volume and a better product mix. As a percentage of revenues, cost
of sales declined to 67% in fiscal 2007 from 70% in fiscal 2006, reflecting the increase in sales
of the lower cost Telguard digital products.
14
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
% of Revenues |
|
|
|
2007 |
|
|
2006 |
|
|
Amount |
|
|
Percentage |
|
|
2007 |
|
|
2006 |
|
|
Engineering and development |
|
$ |
6,930 |
|
|
$ |
3,935 |
|
|
$ |
2,995 |
|
|
|
76 |
% |
|
|
9 |
% |
|
|
9 |
% |
Selling and marketing |
|
|
6,157 |
|
|
|
4,575 |
|
|
|
1,582 |
|
|
|
35 |
% |
|
|
8 |
% |
|
|
10 |
% |
General and administrative |
|
|
6,114 |
|
|
|
6,101 |
|
|
|
13 |
|
|
|
< 1 |
% |
|
|
8 |
% |
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,201 |
|
|
$ |
14,611 |
|
|
$ |
4,590 |
|
|
|
|
|
|
|
25 |
% |
|
|
32 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and Development
The increase of 76% in engineering and development costs reflects increased expenditures
related to the development of new products in both the Telguard and terminal product lines
and to improvements in the technologies incorporated in existing product. Engineering and
development expenses were 9% of total revenues in each fiscal year.
Selling and Marketing
Selling and marketing expenses increased 35% primarily due to increased salary expenses of
$690 related to technical support and internal marketing personnel, increased commission
expenses of $320, both for internal sales representatives and independent agents, as a result
of increased product sales, increased co-op marketing expenses of $350, related specifically
to products, increased professional fees related to product repairs of $205 and a $17
increase in various expenses. As a percentage of revenues, selling and marketing expenses
declined to 8% in fiscal 2007 from 10% in fiscal 2006.
General and Administrative (G&A)
G&A expenses increased slightly in fiscal year 2007 as compared to fiscal year 2006. In 2007,
the Company increased expenditures related to professional fees and realized savings from the
elimination of manufacturing overhead, which was charged to G&A in fiscal 2006, as a result
of cessation of manufacturing operations at the Companys headquarters during fiscal 2006.
Additionally, facility and phone expenses declined, year over year, following the move to the
new corporate headquarters in February 2007. G&A expenses also declined as a percentage of
revenue from 13% to 8%.
Other Income
Other income for fiscal year 2007 is comprised of interest income of $279 offset by interest
expense of $107 and franchise taxes of $145. Other income decreased by $346 over fiscal year 2006
primarily due to a settlement of a 2001 insurance claim in fiscal year 2006.
Income Taxes
The Company recorded no income tax benefit for both fiscal years 2007 and 2006 due to the
uncertainty of the realizability of its deferred tax assets.
Discontinued Operations
In fiscal 2007, the Company formulated a plan to sell the net assets of its FCP segment and exit
the fixed cellular phone market. The loss from discontinued operations decreased in fiscal 2007 by
$3,603, or 32%, primarily due to the reduction of operating expenses from $15,256 in fiscal year
2006 to $8,145 in fiscal year 2007. These reductions were offset by a reduction in sales margin of
$3,508, as a result of reduced selling prices. Operating expenses decreased as a result of a
decrease in engineering and development expenses of $2,899, a reduction in selling and marketing
expenses of $2,670, and a reduction in amortization expense and goodwill impairment charges of
$1,939, offset by an increase in other
expenses of $397. The following table summarizes the activity of the discontinued operations for
the fiscal years 2007 and 2006.
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
Change |
|
|
Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
20,931 |
|
|
$ |
47,394 |
|
|
$ |
(26,463 |
) |
|
|
-56 |
% |
Cost of sales |
|
|
20,357 |
|
|
|
43,312 |
|
|
|
(22,955 |
) |
|
|
-53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
574 |
|
|
|
4,082 |
|
|
|
(3,508 |
) |
|
|
|
|
Engineering and development |
|
|
723 |
|
|
|
3,622 |
|
|
|
(2,899 |
) |
|
|
-80 |
% |
Selling and marketing |
|
|
3,313 |
|
|
|
5,983 |
|
|
|
(2,670 |
) |
|
|
-45 |
% |
Amortization |
|
|
3,149 |
|
|
|
1,606 |
|
|
|
1,543 |
|
|
|
96 |
% |
Impairment loss |
|
|
563 |
|
|
|
4,045 |
|
|
|
(3,482 |
) |
|
|
-86 |
% |
Other |
|
|
397 |
|
|
|
|
|
|
|
397 |
|
|
|
> 100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(7,571 |
) |
|
$ |
(11,174 |
) |
|
$ |
3,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
The Company recorded a net loss of $1,946 or $0.11 per share for fiscal 2007 compared to a net loss
of $11,818 or $0.70 per share for fiscal 2006. The decrease in net loss is due primarily to the
Company re-aligning its focus in fiscal 2007 on its terminals and Telguard products and services,
which have a higher margin contribution than the discontinued phone products.
LIQUIDITY AND CAPITAL RESOURCES
Management regularly reviews the Companys net working capital and available borrowings in addition
to its cash and cash equivalent balance to determine if it has enough cash to operate the business.
On September 30, 2008, the Company had cash and cash equivalents of $21,168 and net working capital
of $36,009, compared to cash and cash equivalents of $10,254 and net working capital of $34,642 a
year earlier. The Company can draw upon a Loan and Security Agreement with SVB Silicon Valley Bank
(SVB) that provides an aggregate working capital line of credit up to $10,000. Management expects
trade accounts receivable and inventory to turn into cash in short periods of time. As such, given
the level of cash and cash equivalents, trade accounts receivable, inventory and available
borrowings, management believes the Company has adequate resources to fund current and planned
operations. The tables below discuss the liquidity components of continuing operations for fiscal
years 2008 and 2007.
16
Fiscal 2008
The Company generated cash of $7,084 from continuing operations during fiscal year 2008 compared to
cash generated of $1,566 during the same period of fiscal 2007. The components of the change for fiscal 2008 are as follows:
|
|
|
|
|
$ |
6,101 |
|
|
Income from continuing operations; cash provided. |
|
2,388 |
|
|
Non-cash expenses: $1,705 from stock based compensation; $674 depreciation expenses; $9 loss on
disposal of fixed assets. |
|
12,819 |
|
|
The decrease in trade accounts receivable is due primarily to the collection during the period of
outstanding balances
at September 30, 2007 and timely customer payments on sales made during fiscal 2008. |
|
(6,507 |
) |
|
The increase in inventory reflects the buildup of Telguard and terminal inventory as the Company
anticipated stronger
sales in the fourth quarter of fiscal 2008 . Inventory levels decreased substantially in the fourth
quarter of fiscal 2007 as a
result large sale of Telguard units to customers who were anticipating the conversion of cellular
networks to digital
from analog. |
|
(6,913 |
) |
|
Trade accounts payable primarily consists of amounts due to Telulars contract manufacturers. To
assure timely
production of inventory to meet customers needs, these accounts are kept current. That process, in
addition to the
payments made to our contract manufacturers in the first quarter of fiscal 2008 for the production
to support the
increased sales in the fourth quarter of fiscal 2007, led to the reduction in trade accounts payable. |
|
(804 |
) |
|
Net cash used in other working capital items primarily due to a $850 increase in notes receivable
related to a temporary
cash advance to related party. The note receivable has been repaid in October 2008. |
|
|
|
|
$ |
7,084 |
|
|
Total cash provided by continuing operations |
|
|
|
|
Fiscal 2007
The Company generated cash of $1,566 from continuing operations during fiscal year 2007 compared to
cash used of $886 during the same period of fiscal 2006. The components of the change for fiscal 2007 are as follows:
|
|
|
|
|
$ |
5,625 |
|
|
Income from continuing operations; cash provided. |
|
1,716 |
|
|
Non-cash expenses: $924 from stock based compensation; $732 depreciation expenses; $60 loss on disposal
of fixed assets. |
|
(8,403 |
) |
|
The increase in trade accounts receivable is due primarily to the increased sales volume; a 64% increase in fourth quarter
fiscal 2007 sales over the same period of fiscal 2006. |
|
(1,023 |
) |
|
The increase in inventory reflects the buildup of Telguard and terminal inventory in response to increased customer
demand in the fourth quarter of fiscal 2007. |
|
2,497 |
|
|
Trade accounts payable primarily consists of amounts due to Telulars contract manufacturers. The increase
is due to increased production as a result of significant sales increase in the fourth quarter of fiscal 2007. |
|
1,154 |
|
|
Net cash provided by other working capital items primarily due to a $973 increase in accrued liabilities resulting from
liabilities that fluctuate directly with sales volumes such as internal and external commissions. |
|
|
|
|
$ |
1,566 |
|
|
Total cash provided by continuing operations |
|
|
|
|
The Company generally requires its foreign customers to prepay, obtain letters of credit or qualify
for export credit insurance underwritten by third party credit insurance companies prior to making
international shipments. Such prepayments, letters of credit and credit insurance are not obtained
for orders from our Venezuelan customers, which may represent a material portion of customer
receivables at any given time. Also, to mitigate the effects of currency fluctuations on the
Companys results of operations, the Company conducts all of its international transactions in US
dollars.
17
The following table sets forth our total contractual cash obligations as of September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
Contractual Cash Obligations |
|
Total |
|
|
1 year |
|
|
1-3 years |
|
|
4-5 years |
|
|
After 5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
$ |
3,785 |
|
|
$ |
716 |
|
|
$ |
2,225 |
|
|
$ |
783 |
|
|
$ |
61 |
|
Purchase Commitments |
|
|
5,190 |
|
|
|
5,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations |
|
$ |
8,975 |
|
|
$ |
5,906 |
|
|
$ |
2,225 |
|
|
$ |
783 |
|
|
$ |
61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase commitments are for purchases made in the normal course of business to meet operational
requirements, consisting primarily of raw materials and finished goods inventory. The Company
expects to satisfy these commitments primarily from cash from the revenues generated by the
delivery of backlogged orders.
CRITICAL ACCOUNTING POLICIES
Managements Discussion and Analysis of Financial Condition and Results of Operations discusses the
Companys consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period.
On an on-going basis, management evaluates its estimates and judgments, including those related to
the net realizable value of inventories and intangible assets. Management bases its estimates and
judgments on historical experience and on various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions. Management
believes the following critical accounting policies, among others, affect the presentation of the
Companys financial condition and results of operations
Allowance for Doubtful Accounts
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the
inability of customers to make payment for products and services. The Company evaluates the
collectability of customer receivables by considering the payment history and the financial
stability of its customers. If the Company believes that an account receivable may not be
collected, a charge is recorded. The Company maintains trade accounts receivable in both
continuing and discontinued operations. At September 30, 2008 and 2007, the allowance for doubtful
accounts related to trades accounts receivable from continuing operations was $39 and $40,
respectively.
Reserve for Obsolescence
Significant management judgment is required to determine the reserve for obsolete or excess
inventory. The Company generally considers inventory quantities greater than a one-year supply
based on current year activity as well as any additional specifically identified inventory to be
excess. The Company also provides for the total value of inventories that are determined to be
obsolete based on criteria such as customer demand and changing technologies. At September 30, 2008
and 2007, the inventory reserves were $84 and $551, respectively. Changes in strategic direction,
such as discontinuance or expansion of product lines, changes in technology or changes in market
conditions, could result in significant changes in required reserves.
Goodwill
The Company evaluates the fair value and recoverability of goodwill at least annually or whenever
events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.
In determining fair value and
recoverability, the Company makes projections regarding future cash flows. These projections are
based on assumptions and estimates of growth rates for the terminals business segment, anticipated
future economic conditions, the assignment of discount rates relative to risk associated with
companies in similar industries and estimates of terminal values. An impairment loss is assessed
and recognized in operating earnings when the fair value of the asset is less than its carrying
amount.
18
Income Taxes
The Company recognizes deferred tax assets and liabilities based on the differences between the
financial statement carrying amounts and the tax bases of assets and liabilities. Currently, the
Company has significant deferred tax assets principally related to net operating losses. Deferred
tax assets are reviewed regularly for recoverability and when necessary, valuation allowances are
based on historical tax losses, projected future taxable income, and expected timing of reversals
of existing temporary differences. Valuation allowances have been provided for all deferred tax
assets, due to uncertainty in the realizability of such deferred tax assets. Future profitable
operations and changes in the Companys expectations could result in significant adjustments to the
valuation allowances, which would significantly impact the Companys net income.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The discussion of recently issued accounting pronouncements is hereby incorporated by reference
from Item 8, notes to consolidated financial statements.
OUTLOOK
The statements contained in this outlook are based on current expectations. These statements are
forward looking, and actual results may differ materially.
The Company expects to expend most of its market and product development resources on the M2M
space, while continuing to capitalize on its favorable market position in the domestic security
alarm market by virtue of its well-regarded TELGUARD offering. Due to uncertainties in
international markets and pending new product introductions, the Company is unable to forecast
results and resource allocations for FCT products.
The amount and frequency of product shipments to the Companys largest customers depends on many
factors, including market conditions and agreements with other suppliers. The outcome of pending
and future negotiations for orders with such customers and the timing of shipments may have a
significant impact on the Companys future revenues and profitability.
FORWARD-LOOKING INFORMATION
This report contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company also includes certain estimates, projections and other
forward-looking statements in its reports and in other publicly available material. Statements
regarding expectations, including performance assumptions and estimates relating to capital
requirements, as well as other statements that are not historical facts, are forwarding-looking
statements.
These statements reflect managements judgments based on currently available information and
involve a number of risks and uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. With respect to these forward-looking statements,
management has made assumptions regarding, among other things, customer growth and retention,
pricing, operating costs and the economic environment.
The words estimate, project, intend, expect, believe, target and similar expressions
are intended to identify forward-looking statements. Forward-looking statements are found
throughout Managements Discussion and Analysis. The reader should not place undue reliance on
forward-looking statements, which speak only as of the date of this report. The Company is not
obligated to publicly release any revisions to forward-looking statements to reflect events after
the date of this report or unforeseen events. Other risks and uncertainties are discussed in
Exhibit 99 to this 10-K.
19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company frequently invests available cash and cash equivalents in short term instruments such
as certificates of deposit, commercial paper and money market accounts. Although the rate of
interest paid on such investments may fluctuate over time, each of the Companys investments is
made at a fixed interest rate over the duration of the investment. All of these investments have
maturities of less than 90 days. The Company believes its exposure to market risk fluctuations for
these investments is not material as of September 30, 2008.
Financial instruments that potentially subject the Company to significant concentrations of credit
risk consist principally of trade accounts receivable. To reduce its exposure to the credit risks
of international customers, the Company generally seeks payment prior to shipment, receives
irrevocable letters of credit that are confirmed by U.S. banks, or purchases commercial credit
insurance. In some instances, the Company extends credit to foreign customers without the
protection of prepayment, letters of credit or credit insurance. The Company performs ongoing
credit evaluations and charges amounts to operations when they are determined to be uncollectible.
To mitigate the effects of currency fluctuations on the Companys results of operations, the
Company conducts all of its international transactions in U.S. dollars.
20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1. The following financial statements are included in this document.
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Telular Corporation
We have audited the accompanying consolidated balance sheets of Telular Corporation as of
September 30, 2008 and 2007, and the related consolidated statements of operations, stockholders
equity, and cash flows for each of the three years in the period ended September 30, 2008. Our
audits also included the financial statement schedule listed in the Index at Item 15(a). These
financial statements and schedule are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Telular Corporation at September 30, 2008 and
2007, and the consolidated results of its operations and its cash flows for each of the three years
in the period ended September 30, 2008, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
As discussed in Note 20 to the financial statements, the Company adopted Staff Accounting Bulletin
No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in the
Current Year Financial Statements effective October 1, 2006.
We also have audited, in accordance with the standards of the Public Accounting Oversight Board
(United States), the effectiveness of Telular Corporations internal control over financial
reporting as of September 30, 2008, based on the criteria established in the Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated December 10, 2008 expressed an unqualified opinion thereon.
Chicago, Illinois
December 10, 2008
Ernst & Young LLP
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Telular Corporation
We have audited Telular Corporations internal control over financial reporting as of September 30,
2008, based on criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Telular
Corporations management is responsible for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting
included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Telular Corporation maintained, in all material respects, effective internal
control over financial reporting as of September 30, 2008, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Telular Corporation as of September 30,
2008 and 2007, and the related consolidated statements of operations, stockholders equity, and
cash flows for each of the three years in the period ended September 30, 2008 of Telular
Corporation and our report dated December 10, 2008, expressed an unqualified opinion thereon.
Chicago, Illinois
December 10, 2008
Ernst & Young LLP
23
TELULAR CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
21,168 |
|
|
$ |
10,254 |
|
Restricted cash |
|
|
|
|
|
|
340 |
|
Trade accounts receivable, net |
|
|
6,904 |
|
|
|
19,723 |
|
Inventories, net |
|
|
10,007 |
|
|
|
3,500 |
|
Prepaid expenses and other current assets |
|
|
1,023 |
|
|
|
108 |
|
Assets of discontinued operations |
|
|
4,709 |
|
|
|
17,959 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
43,811 |
|
|
|
51,884 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
2,016 |
|
|
|
1,391 |
|
Other assets: |
|
|
|
|
|
|
|
|
Goodwill |
|
|
2,043 |
|
|
|
2,043 |
|
Other |
|
|
99 |
|
|
|
290 |
|
|
|
|
|
|
|
|
Total other assets |
|
|
2,142 |
|
|
|
2,333 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
47,969 |
|
|
$ |
55,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
2,701 |
|
|
$ |
9,614 |
|
Accrued liabilities |
|
|
4,286 |
|
|
|
4,366 |
|
Liabilities of discontinued operations |
|
|
815 |
|
|
|
3,262 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
7,802 |
|
|
|
17,242 |
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Common stock; $.01 par value; 75,000,000 shares
authorized; 19,343,819 and 18,524,039 shares issued
at September 30, 2008 and 2007, respectively |
|
|
194 |
|
|
|
185 |
|
Additional paid-in capital |
|
|
175,456 |
|
|
|
171,158 |
|
Deficit |
|
|
(134,356 |
) |
|
|
(132,977 |
) |
Treasury stock, at cost; 383,207 and 0 shares
at September 30, 2008 and 2007, respectively |
|
|
(1,127 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
40,167 |
|
|
|
38,366 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
47,969 |
|
|
$ |
55,608 |
|
|
|
|
|
|
|
|
See accompanying notes
24
TELULAR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Net product sales |
|
$ |
45,933 |
|
|
$ |
57,136 |
|
|
$ |
34,562 |
|
Service revenue |
|
|
20,221 |
|
|
|
17,371 |
|
|
|
11,144 |
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
66,154 |
|
|
|
74,507 |
|
|
|
45,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
Net product cost of sales |
|
|
31,805 |
|
|
|
40,539 |
|
|
|
26,175 |
|
Service cost of sales |
|
|
9,817 |
|
|
|
9,169 |
|
|
|
5,937 |
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
|
41,622 |
|
|
|
49,708 |
|
|
|
32,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
24,532 |
|
|
|
24,799 |
|
|
|
13,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and development expenses |
|
|
5,171 |
|
|
|
6,930 |
|
|
|
3,935 |
|
Selling and marketing expenses |
|
|
6,287 |
|
|
|
6,157 |
|
|
|
4,575 |
|
General and administrative expenses |
|
|
7,283 |
|
|
|
6,114 |
|
|
|
6,101 |
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
18,741 |
|
|
|
19,201 |
|
|
|
14,611 |
|
Income (loss) from operations |
|
|
5,791 |
|
|
|
5,598 |
|
|
|
(1,017 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net |
|
|
310 |
|
|
|
27 |
|
|
|
373 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes |
|
|
6,101 |
|
|
|
5,625 |
|
|
|
(644 |
) |
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
6,101 |
|
|
|
5,625 |
|
|
|
(644 |
) |
Loss from discontinued operations, net of income taxes |
|
|
(7,480 |
) |
|
|
(7,571 |
) |
|
|
(11,174 |
) |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(1,379 |
) |
|
$ |
(1,946 |
) |
|
$ |
(11,818 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.32 |
|
|
$ |
0.31 |
|
|
$ |
(0.04 |
) |
Discontinued operations |
|
$ |
(0.39 |
) |
|
$ |
(0.42 |
) |
|
$ |
(0.66 |
) |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(0.07 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.32 |
|
|
$ |
0.31 |
|
|
$ |
(0.04 |
) |
Discontinued operations |
|
$ |
(0.39 |
) |
|
$ |
(0.42 |
) |
|
$ |
(0.66 |
) |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(0.07 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
19,145,132 |
|
|
|
18,211,553 |
|
|
|
16,903,487 |
|
Diluted |
|
|
19,145,132 |
|
|
|
18,211,553 |
|
|
|
16,903,487 |
|
See accompanying notes
25
TELULAR CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
Paid-In Capital |
|
|
|
|
|
|
Treasury Stock |
|
|
Stockholders |
|
|
|
Amount |
|
|
Shares |
|
|
Deficit |
|
|
Amount |
|
|
Shares |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2005 |
|
$ |
162,195 |
|
|
|
16,111 |
|
|
$ |
(118,403 |
) |
|
$ |
|
|
|
|
|
|
|
$ |
43,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
(11,818 |
) |
|
|
|
|
|
|
|
|
|
|
(11,818 |
) |
Stock issued in connection with purchase of
business unit |
|
|
5,505 |
|
|
|
1,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,505 |
|
Cost associated with the sale of
common stock in a private placement |
|
|
(21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21 |
) |
Warrants issued to secure working capital loan |
|
|
356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
356 |
|
Stock based compensation expense |
|
|
937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
937 |
|
Stock options exercised |
|
|
51 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
Stock issued in connection with services received |
|
|
10 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2006 |
|
|
169,033 |
|
|
|
18,066 |
|
|
|
(130,221 |
) |
|
|
|
|
|
|
|
|
|
|
38,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of adjustments resulting from
the adoption of SAB No. 108 |
|
|
|
|
|
|
|
|
|
|
(810 |
) |
|
|
|
|
|
|
|
|
|
|
(810 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted balance at October 1, 2006 |
|
|
169,033 |
|
|
|
18,066 |
|
|
|
(131,031 |
) |
|
|
|
|
|
|
|
|
|
|
38,002 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
(1,946 |
) |
|
|
|
|
|
|
|
|
|
|
(1,946 |
) |
Stock issued in connection with purchase of
business unit |
|
|
563 |
|
|
|
151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
563 |
|
Stock based compensation expense |
|
|
877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
877 |
|
Stock options exercised |
|
|
823 |
|
|
|
288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
823 |
|
Restricted stock award |
|
|
47 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007 |
|
|
171,343 |
|
|
|
18,524 |
|
|
|
(132,977 |
) |
|
|
|
|
|
|
|
|
|
|
38,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
(1,379 |
) |
|
|
|
|
|
|
|
|
|
|
(1,379 |
) |
Stock based compensation expense |
|
|
1,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,653 |
|
Stock options exercised |
|
|
1,807 |
|
|
|
412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,807 |
|
Warrants exercised |
|
|
795 |
|
|
|
395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
795 |
|
Restricted stock award |
|
|
52 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
Treasury stock purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,127 |
) |
|
|
(383 |
) |
|
|
(1,127 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2008 |
|
$ |
175,650 |
|
|
|
19,344 |
|
|
$ |
(134,356 |
) |
|
$ |
(1,127 |
) |
|
|
(383 |
) |
|
$ |
40,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
26
TELULAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(1,379 |
) |
|
$ |
(1,946 |
) |
|
$ |
(11,818 |
) |
Less loss from discontinued operations |
|
|
(7,480 |
) |
|
|
(7,571 |
) |
|
|
(11,174 |
) |
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
6,101 |
|
|
|
5,625 |
|
|
|
(644 |
) |
Adjustments to reconcile income (loss) from continuing operations to net cash
provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
674 |
|
|
|
732 |
|
|
|
1,106 |
|
Loss on disposal of operating assets |
|
|
9 |
|
|
|
60 |
|
|
|
37 |
|
Stock based compensation expense stock options |
|
|
1,653 |
|
|
|
877 |
|
|
|
937 |
|
Stock based compensation expense restricted stock |
|
|
52 |
|
|
|
47 |
|
|
|
|
|
Common stock issued for services |
|
|
|
|
|
|
|
|
|
|
10 |
|
Changes in assets and liabilities, net of effects of acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
12,819 |
|
|
|
(8,403 |
) |
|
|
(6,830 |
) |
Inventories |
|
|
(6,507 |
) |
|
|
(1,023 |
) |
|
|
1,661 |
|
Prepaid expenses and other assets |
|
|
(724 |
) |
|
|
181 |
|
|
|
182 |
|
Trade accounts payable |
|
|
(6,913 |
) |
|
|
2,497 |
|
|
|
3,344 |
|
Accrued liabilities |
|
|
(80 |
) |
|
|
973 |
|
|
|
(689 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities of continuing operations |
|
|
7,084 |
|
|
|
1,566 |
|
|
|
(886 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment |
|
|
(1,090 |
) |
|
|
(845 |
) |
|
|
(478 |
) |
Decrease
(increase) in restricted cash |
|
|
340 |
|
|
|
(340 |
) |
|
|
|
|
Proceeds from sale of marketable securities |
|
|
|
|
|
|
|
|
|
|
12,075 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities of continuing operations |
|
|
(750 |
) |
|
|
(1,185 |
) |
|
|
11,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from working capital line of credit |
|
|
|
|
|
|
5,737 |
|
|
|
10,065 |
|
Payments on working capital line of credit |
|
|
|
|
|
|
(9,050 |
) |
|
|
(6,752 |
) |
Expenditures related to the issuance of common stock |
|
|
|
|
|
|
|
|
|
|
(21 |
) |
Proceeds from the exercise of stock options |
|
|
1,807 |
|
|
|
823 |
|
|
|
51 |
|
Proceeds from the exercise of warrants |
|
|
795 |
|
|
|
|
|
|
|
|
|
Purchase of treasury stock, at cost |
|
|
(1,127 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities of continuing operations |
|
|
1,475 |
|
|
|
(2,490 |
) |
|
|
3,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows of Discontinued Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities of discontinued operations |
|
|
2,799 |
|
|
|
5,596 |
|
|
|
(16,781 |
) |
Net cash provided by (used in) investing activities of discontinued operations |
|
|
306 |
|
|
|
(32 |
) |
|
|
(497 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) discontinued operations |
|
|
3,105 |
|
|
|
5,564 |
|
|
|
(17,278 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
10,914 |
|
|
|
3,455 |
|
|
|
(3,224 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
10,254 |
|
|
|
6,799 |
|
|
|
10,023 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
21,168 |
|
|
$ |
10,254 |
|
|
$ |
6,799 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
27
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
1. Description of Business
Telular Corporation (Telular or the Company) designs, develops, and distributes products and
services that utilize wireless networks to provide data and voice connectivity among people and
machines. Telulars product and service offerings take advantage of the pervasiveness and data
transport capabilities of wireless networks in order to facilitate communications among people and
machines. Oftentimes, the Companys products and services replace the wireline network while
providing the added flexibility of wireless connectivity.
2. Summary of Significant Accounting Policies
Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries, Telular-Adcor Security Products, Inc. and Telular International, Inc. All
intercompany balances and transactions have been eliminated.
Revenue Recognition
Product sales and associated costs are recognized at the time of shipment of products which is when
title transfers. Service revenue is recognized when the services are performed. Royalty revenue,
which is based on a percentage of sales by the licensee, is recognized by the Company upon
notification of sales by the licensee.
Cash Equivalents
Cash equivalents consist of highly liquid investments that have maturities of three months or less
at the date of purchase. Cash equivalents are stated at cost, which approximates fair value.
Restricted Cash
Beginning in February 2003, the Venezuelan government imposed restrictions on the acquisition and
payment of foreign currencies. On June 27, 2007, the Company entered into a Guaranty Agreement
(the Agreement) with Digitel, one of its customers located in Venezuela. Under the Agreement,
Digitel recognized its debt to the Company of $340 related to unpaid invoices and deposited $340
with the Company. The Agreement stipulated that the funds shall not be applied or used by the
Company as total or partial payment of any unpaid invoices unless, within 180 days of the date of
the Agreement, payment is not approved and made by the Venezuelan government. Under the Agreement,
if such a payment on the unpaid invoice had been made before December 24, 2007, the Company would
have been required to return the funds to Digitel.
During the first quarter of fiscal 2008, payment was received for $269 of the open invoices and the
same amount of restricted cash was returned to Digitel. During the second quarter of fiscal 2008,
the Company offset the remaining $71 of the restricted cash against unpaid invoices.
Financial Instruments
Financial instruments that potentially subject the Company to significant concentrations of credit
risk consist principally of cash and cash equivalents and trade accounts receivable. The credit
risks related to cash and cash equivalents are limited to the Companys investments of cash in
money market funds and the possibility that the per unit value of these funds may decline below
$1.00. The Company regularly reviews the investments that are included in the money market funds
it invests in and, when appropriate, limits its credit risk by diversifying its investments. At
September 30, 2008, the Company had approximately 23% of its cash and cash equivalents invested in
U.S. Treasury Reserves. Credit risks with respect to trade accounts receivables are limited due to
the diversity of customers comprising the Companys customer base. For international sales, the
Company generally receives payment in advance of shipment, irrevocable letters of credit that are
confirmed by U.S. banks or purchases international credit insurance to reduce its credit risk. The
Company performs ongoing credit evaluations and charges amounts to operations when they are
determined to be uncollectible.
28
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
Inventories and Reserve for Obsolescence
Inventories are carried at the lower of cost or market and are charged to cost of sales based on
first in, first out (FIFO) costing. The Company records a reserve for obsolete or excess inventory.
The Company generally considers inventory quantities greater than a one-year supply based on
current year activity as well as any additional specifically identified inventory to be in excess
of needs. The Company also provides for the total value of inventories that are determined to be
obsolete based on criteria such as customer demand and changing technologies.
Goodwill
The Company accounts for goodwill and intangible assets in accordance with Statement of Financial
Accounting Standards 142, Goodwill and Other Intangible Assets (SFAS 142). Goodwill represents
the excess of cost over fair value of net assets of purchased businesses. The Company does not
amortize goodwill. The Company evaluates the impairment of goodwill each year in the third quarter
or whenever events or changes in circumstances indicate that the carrying value may not be
recoverable based on the fair value of the reporting unit.
The Company reviews for impairment of other intangible assets whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be recoverable. The Company
evaluates recoverability of other intangible assets by comparing the carrying amount of the
intangible assets to future net undiscounted cash flows expected to be generated by the assets. If
such assets are considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the assets calculated
using a discounted future cash flow analysis. If one or more of the following indicators of
impairment have occurred, the Company measures the impairment based on a projected discounted cash
flow using a discount rate that incorporates the risk inherent in the cash.
|
|
|
Significant underperformance relative to expected historical or projected future
operating results; |
|
|
|
|
Significant changes in the manner of use of the acquired assets or the strategy for the
overall business; |
|
|
|
|
Significant negative industry or economic trends; and, |
|
|
|
|
Significant decline in Telulars stock price for a substantial period. |
On May 8, 2006, the Company recorded additional goodwill of $3,534 as a result of the purchase of
the fixed wireless division of CSI Wireless, Inc. (CSI). Based upon its June 2006 goodwill
impairment test, the Company recorded a goodwill impairment charge of $4,045 representing all of
the goodwill of the fixed cellular phone (FCP) business which, since July 2007, has been accounted
for as a discontinued operation (see Note 3).
In the first quarter of fiscal 2007, $563 of additional purchase price related to the purchase of
the fixed wireless division of CSI was recorded as goodwill. The additional goodwill was also
deemed to be impaired. Accordingly, the Company recorded a goodwill impairment charge of $563. The
loss on goodwill impairment in fiscal 2007 and 2006 is included in the loss from discontinued
operations in the accompanying consolidated statements of operations
Based upon its June 2008 goodwill impairment test, the Company determined that the goodwill of
$2,043 was not impaired.
Intangible Assets
Intangible assets consist of capitalized technology, customer relationships and licensing
agreements. These assets are recorded at cost and, prior to July 2007, were being amortized over
their estimated lives over a period of 8 months to 5 years, using the straight-line method. All of
the intangible assets are part of discontinued operations (see Note 3). Accordingly, the Company
ceased amortizing its intangible assets beginning July 1, 2007. All prior amortization expense is
included in loss from discontinued operations in the accompanying consolidated statement of
operations.
29
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization are computed using
straight-line methods over the assets useful lives ranging from 3 to 10 years. Depreciation
expense was $674, $732 and $1,106 for 2008, 2007 and 2006, respectively.
Income Taxes
The Company utilizes the liability method of accounting for income taxes whereby it recognizes
deferred tax assets and liabilities for future tax consequences of temporary differences between
the tax basis of assets and liabilities and their reported amounts in the financial statements.
Deferred tax assets are reduced by a valuation allowance if, based upon managements estimates, it
is more likely than not, that a portion of the deferred tax assets will not be realized in a future
period. The estimates utilized in the recognition of deferred tax assets are subject to revision in
future periods based on new facts or circumstances.
Loss Per Share of Common Stock
Basic loss per share of common stock is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted loss per share of common
stock is computed by dividing net loss by the weighted average number of shares of common stock and
common stock equivalents, which relate entirely to the assumed exercise of stock options and
warrants. Weighted average number of shares of common stock outstanding for computation of basic
and diluted earnings per share was 19,145,132, 18,211,553, and 16,903,487 in 2008, 2007 and 2006,
respectively.
The following stock options and warrants were excluded as being antidilutive from the shares
outstanding used to compute diluted loss per share for the years ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
1,712,342 |
|
|
|
1,590,073 |
|
|
|
1,765,009 |
|
Warrants |
|
|
2,523,425 |
|
|
|
3,020,848 |
|
|
|
3,020,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,235,767 |
|
|
|
4,610,921 |
|
|
|
4,785,857 |
|
|
|
|
|
|
|
|
|
|
|
The weighted average exercise prices of the stock options for 2008, 2007 and 2006 were $4.85, $4.67
and $4.52, respectively.
Stock-Based Compensation
The Company has an officer and employee stock incentive plan, a non-employee director stock
incentive plan and outside of the plans several stock option agreements (See Note 13). The Company
calculates the cost of stock options grants based on their grant date fair value and recognizes
these costs over the vesting period. The fair value of stock options granted and warrants issued is
estimated at the grant date or issuance date using a Black-Scholes stock option valuation model.
Key factors in determining the valuation of a grant under the Black-Scholes model are: a volatility
factor of the expected market price of the Companys common stock, a risk-free interest rate, a
dividend yield on the Companys common stock and the expected term of the option.
30
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
For the years ended September 30, 2008, 2007 and 2006, the Company valued stock options granted
using the Black-Scholes valuation method using the following assumptions:
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
|
2006 |
|
|
|
|
|
|
|
Volatility |
|
70% |
|
69% - 73% |
|
73% - 75% |
Expected term |
|
4.0 yrs |
|
4.0 yrs |
|
4.5 yrs |
Risk free interest rate |
|
3.69% - 4.40% |
|
4.61% - 4.96% |
|
4.32% - 5.01% |
Dividend yield |
|
0.0% |
|
0.0% |
|
0.0% |
The Company recognized stock-based compensation expense as follows for the years ended September
30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
$ |
1,653 |
|
|
$ |
877 |
|
|
$ |
937 |
|
Restricted stock |
|
|
52 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,705 |
|
|
$ |
924 |
|
|
$ |
937 |
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Financial Instruments
At September 30, 2008 and 2007, the Companys financial instruments included cash and cash
equivalents, accounts receivable, accounts payable, and accrued liabilities. The carrying values
reported in the consolidated balance sheet for these financial instruments approximate their fair
values.
Research and Development Costs
Research and development costs for the years ended September 30, 2008, 2007 and 2006, were $4,448,
$6,076 and $2,636, respectively, and are included in engineering and development expense.
Shipping and Handling Costs
Shipping and handling costs of $326, $321, and $499 were included in cost of sales for the years
ended September 30, 2008, 2007 and 2006, respectively.
Warranty
The Company provides warranty coverage for a period of 15 months on terminal products and 24 months
on event monitoring products from the date of shipment. A provision for warranty expense is
recorded at the time of shipment and adjusted quarterly based on historical warranty experience.
31
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
The following table is a summary of the Companys accrued warranty obligation for continuing
operations.
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
Balance at the beginning of the period |
|
$ |
83 |
|
|
$ |
90 |
|
Warranty expense during the period |
|
|
334 |
|
|
|
439 |
|
Warranty payments made during the period |
|
|
(321 |
) |
|
|
(446 |
) |
|
|
|
|
|
|
|
Balance at the end of the period |
|
$ |
96 |
|
|
$ |
83 |
|
|
|
|
|
|
|
|
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates.
Reclassifications
As described in Note 3, the amounts in the accompanying Consolidated Balance Sheets, the
Consolidated Statements of Operations and the Consolidated Statements of Cash Flows have been
restated to reflect the discontinuance of the FCP segment. Additionally, certain operating
expenses and the increase in restricted cash have been reclassified in the prior years to be consistent with the current year
presentation.
Recently Issued Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. SFAS No. 141
(revised 2007) replaces SFAS No. 141, Business Combinations, and applies to all transactions or
other events in which an entity obtains control of one or more businesses and combinations achieved
without the transfer of consideration. This statement is effective for fiscal years beginning on or
after December 15, 2008. We do not anticipate this pronouncement will have a significant impact on
our results of operations or financial position.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles. SFAS No. 162 is intended to improve financial reporting by identifying a consistent
framework, or hierarchy, for selecting accounting principles to be used in preparing financial
statements that are presented in conformity with US GAAP for
nongovernmental entities. The Company does not expect the adoption of SFAS No. 162 to have a
material effect on its results of operations or financial position.
3. Discontinued Operations
During July 2007, the Company formulated a plan to sell the net assets of its FCP segment and exit
the cellular phone market. In accordance with SFAS No. 144, Accounting for Impairment or Disposal
of Long-Lived Assets, (SFAS 144), the Company designated the assets and liabilities of this segment
as held for sale. The assets and liabilities in this disposal group were measured at the lower
of their carrying value or fair value less cost to sell and were separately identified in the
Consolidated Balance Sheets at September 30, 2007. During the third quarter of fiscal 2008, the
Company determined it would be unable to secure a buyer of the FCP business unit. As a result, the
Company made a strategic decision to abandon the FCP business effective June 30, 2008. The
majority of the assets of the business have been disposed of. The remaining assets consist of
trade accounts receivable of $4,583, inventory held for warranty purposes, which has been fully
reserved for, and $126 of test equipment which the Company intends to sell at auction. The
remaining assets and liabilities are separately identified in the Consolidated Balances Sheets at
September 30, 2008.
32
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
The following table summarizes certain operating data for discontinued operations for the years
ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
7,544 |
|
|
$ |
20,931 |
|
|
$ |
47,394 |
|
Cost of sales |
|
|
11,252 |
|
|
|
20,357 |
|
|
|
43,312 |
|
Total operating expenses |
|
|
3,772 |
|
|
|
8,145 |
|
|
|
15,256 |
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
(7,480 |
) |
|
$ |
(7,571 |
) |
|
$ |
(11,174 |
) |
|
|
|
|
|
|
|
|
|
|
The following table summarizes the components of discontinued operations reported on the
Consolidated Statements of Cash Flows for the years ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
(7,480 |
) |
|
$ |
(7,571 |
) |
|
$ |
(11,174 |
) |
Adjustments to reconcile loss to
net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
718 |
|
|
|
690 |
|
Amortization |
|
|
|
|
|
|
3,149 |
|
|
|
1,606 |
|
Intangible impairment loss |
|
|
1,098 |
|
|
|
|
|
|
|
|
|
Goodwill impairment loss |
|
|
|
|
|
|
563 |
|
|
|
4,045 |
|
Fixed asset impairment loss |
|
|
613 |
|
|
|
|
|
|
|
|
|
Loss on disposal of assets |
|
|
1,083 |
|
|
|
256 |
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Assets of discontinued operations |
|
|
9,930 |
|
|
|
11,331 |
|
|
|
(14,529 |
) |
Liabilities of discontinued
operations |
|
|
(2,445 |
) |
|
|
(2,850 |
) |
|
|
2,581 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
2,799 |
|
|
|
5,596 |
|
|
|
(16,781 |
) |
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Sale of property and equipment |
|
|
306 |
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment |
|
|
|
|
|
|
(32 |
) |
|
|
(602 |
) |
Purchase of business |
|
|
|
|
|
|
|
|
|
|
(3,895 |
) |
Decrease in restricted cash |
|
|
|
|
|
|
|
|
|
|
4,000 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
306 |
|
|
|
(32 |
) |
|
|
(497 |
) |
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) discontinued operations |
|
$ |
3,105 |
|
|
$ |
5,564 |
|
|
$ |
(17,278 |
) |
|
|
|
|
|
|
|
|
|
|
33
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
The following table summarizes the components of the assets and liabilities from discontinued
operations reported in the Consolidated Balance Sheets as of September 30:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable, net |
|
$ |
4,583 |
|
|
$ |
9,962 |
|
Inventories, net |
|
|
|
|
|
|
4,359 |
|
Prepaid expenses |
|
|
|
|
|
|
101 |
|
Property and equipment, net |
|
|
126 |
|
|
|
2,348 |
|
Intangible assets, net |
|
|
|
|
|
|
1,098 |
|
Other assets |
|
|
|
|
|
|
91 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4,709 |
|
|
$ |
17,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
149 |
|
|
$ |
1,696 |
|
Accrued liabilities |
|
|
666 |
|
|
|
1,566 |
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
815 |
|
|
$ |
3,262 |
|
|
|
|
|
|
|
|
Results from discontinued operations reflect directly attributable revenues, cost of sales,
engineering expenses and selling and marketing expenses. General and administrative expenses have
not been allocated to discontinued operations because those expenses are general to the continuing
operations of the Company and would not be expected to be eliminated or reduced as a result of
disposing of the FCP segment.
4. Trade Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable represents sales made to customers on credit. An allowance for doubtful
accounts is maintained based upon estimated losses resulting from the inability of customers to
make payments for goods and services. Trade accounts receivable, net of the allowance for doubtful
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
$ |
6,943 |
|
|
$ |
19,763 |
|
Less: allowance for doubtful accounts |
|
|
(39 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
|
|
|
$ |
6,904 |
|
|
$ |
19,723 |
|
|
|
|
|
|
|
|
34
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
5. Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Raw materials |
|
$ |
1,958 |
|
|
$ |
915 |
|
Finished goods |
|
|
8,133 |
|
|
|
3,136 |
|
|
|
|
|
|
|
|
|
|
|
10,091 |
|
|
|
4,051 |
|
Less: reserve for obsolescence |
|
|
(84 |
) |
|
|
(551 |
) |
|
|
|
|
|
|
|
|
|
$ |
10,007 |
|
|
$ |
3,500 |
|
|
|
|
|
|
|
|
6. Property and Equipment
Property and equipment consists of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Furniture and fixtures |
|
$ |
85 |
|
|
$ |
488 |
|
Computer equipment |
|
|
1,967 |
|
|
|
2,426 |
|
Machinery and equipment |
|
|
3,002 |
|
|
|
4,497 |
|
Leasehold improvements |
|
|
363 |
|
|
|
324 |
|
Construction in progress and other |
|
|
126 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
5,543 |
|
|
|
7,746 |
|
Less accumulated depreciation |
|
|
(3,527 |
) |
|
|
(6,355 |
) |
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
2,016 |
|
|
$ |
1,391 |
|
|
|
|
|
|
|
|
7. Goodwill and Intangible Assets
Goodwill as of September 30, 2008 and 2007 is as follows:
|
|
|
|
|
Balance at September 30, 2006 |
|
$ |
2,043 |
|
Additional goodwill FCP |
|
|
563 |
|
Impairment of goodwill FCP |
|
|
(563 |
) |
|
|
|
|
Balance at September 30, 2007 |
|
|
2,043 |
|
Additional goodwill |
|
|
|
|
Impairment of goodwill |
|
|
|
|
|
|
|
|
Balance at September 30, 2008 |
|
$ |
2,043 |
|
|
|
|
|
35
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
All intangible assets are related to the FCP segment and are included in Assets of Discontinued
Operations. The balances as of September 30, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Cost |
|
|
Amortization |
|
|
Net |
|
|
Cost |
|
|
Amortization |
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized technology |
|
$ |
3,840 |
|
|
$ |
(3,840 |
) |
|
$ |
|
|
|
$ |
3,840 |
|
|
$ |
(3,240 |
) |
|
$ |
600 |
|
Customer relationships |
|
|
3,070 |
|
|
|
(3,070 |
) |
|
|
|
|
|
|
3,070 |
|
|
|
(2,671 |
) |
|
|
399 |
|
Other |
|
|
293 |
|
|
|
(293 |
) |
|
|
|
|
|
|
293 |
|
|
|
(194 |
) |
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible
assets |
|
$ |
7,203 |
|
|
$ |
(7,203 |
) |
|
$ |
|
|
|
$ |
7,203 |
|
|
$ |
(6,105 |
) |
|
$ |
1,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with SFAS 144, the Company ceased amortizing the intangible assets related to the
discontinued operations of the FCP segment that are held for sale. The $1,098 remaining net value
of intangibles as of September 30, 2007, was written off as of June 30, 2008 as a result of the
Companys decision to abandon the FCP segment.
8. Accrued Liabilities
Accrued liabilities consists of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Payroll and benefits expense |
|
$ |
1,770 |
|
|
$ |
1,621 |
|
Royalties |
|
|
558 |
|
|
|
447 |
|
Other |
|
|
1,958 |
|
|
|
2,298 |
|
|
|
|
|
|
|
|
|
|
$ |
4,286 |
|
|
$ |
4,366 |
|
|
|
|
|
|
|
|
9. Line of Credit
On June 27, 2006, the Company entered into a two year Loan and Security Agreement (the Agreement)
with Silicon Valley Bank (SVB). The Agreement provided for two borrowing facilities: a non-recourse
accounts receivable purchase facility and a working capital line of credit secured by accounts
receivable based upon eligible accounts receivable at 80% of their face value. Each component of
the Agreement had a credit limit of $10,000 and the Agreement, in aggregate, had a credit limit of
$15,000. Interest charged under the loan could vary from SVBs prime rate to SVBs prime rate plus
2%. As of September 30, 2007, the Company had no outstanding borrowings. This Agreement expired on
June 27, 2008.
In connection with the Agreement, the Company issued 320,856 warrants to purchase the Companys
Common Stock. The warrants were immediately exercisable at $1.87 per share and were valued at $356
using the Black-Scholes pricing model. The value of the warrants was recorded as a loan
origination fee and was amortized over the term of the Agreement. During the first quarter of
fiscal 2008, SVB exercised all of their outstanding warrants in a cash-less transaction and were
issued 218,641 shares of the Companys Common Stock.
On September 23, 2008 the Company entered into a new two year Loan and Security Agreement (the New
Agreement) with Silicon Valley Bank (SVB). The New Agreement provides for a $5,000 base facility
and an accordion option that permits Telular to obtain an additional $5,000. Borrowings under the
New Agreement are secured by all of the assets of Telular and
will be based on the level of eligible accounts receivable. The Company has the option under the
loan to have interest calculated on SVBs prime rate (with a floor of 5%) up to a maximum of prime
plus 0.5% or calculated on the current LIBOR rate up to a maximum of LIBOR plus 3%. As of
September 30, 2008, the Company had no outstanding borrowings.
36
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
In connection with the New Agreement, the Company recorded $49 as a loan origination fee which is
being amortized over the term of the New Agreement.
10. Income Taxes
The Company did not record any U.S. federal or state income tax provision or benefit for fiscal
year 2008, 2007 and 2006 due to the net operating loss generated in each year.
At September 30, 2008, the Company had net operating loss carryforwards of approximately $128,304
for income tax purposes that begin expiring in 2009.
On October 1, 2007, the Company adopted FIN 48, which prescribes a comprehensive model for the
financial statement recognition, measurement, classification and disclosure of uncertain tax
positions. In the first step of the two-step process prescribed in the interpretation, the Company
evaluates the tax position for recognition by determining if the weight of available evidence
indicates that it is more likely than not that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any. In the second step, the Company
measures the tax benefit as the largest amount that is more than 50% likely of being realized upon
settlement.
The Company determined that there is a less than 50% likelihood that its research and development
(R&D) tax credits would be sustained upon audit as the Company has not completed gathering the
necessary documentation required by the taxing authority to
substantiate the credit. The Company has classified $2,834 of the valuation allowance for
deferred tax assets as a tax reserve for an uncertain tax position. This has no impact on the
Companys effective tax rate. The Company is in the process of gathering the necessary data to
potentially support the R&D credit claimed.
The Company does not include interest and penalties related to income taxes, including unrecognized
tax benefits, within the provision for income. This policy did not change as a result of
implementing FIN 48.
37
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income
tax purposes. Significant components of the Companys deferred tax assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Reserve for inventory obsolescence |
|
$ |
32 |
|
|
$ |
552 |
|
Allowance for doubtful accounts |
|
|
15 |
|
|
|
18 |
|
Fixed assets |
|
|
150 |
|
|
|
|
|
Intangible assets |
|
|
450 |
|
|
|
3,284 |
|
Research and development tax credits |
|
|
2,834 |
|
|
|
2,834 |
|
Non-cash compensation |
|
|
774 |
|
|
|
440 |
|
Net operating loss carryforwards |
|
|
52,911 |
|
|
|
49,540 |
|
Accrued liabilities |
|
|
216 |
|
|
|
376 |
|
Other |
|
|
108 |
|
|
|
109 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
57,490 |
|
|
|
57,153 |
|
Less valuation allowance |
|
|
57,490 |
|
|
|
57,153 |
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
The Company has provided a full valuation allowance on the deferred tax assets due to the
uncertainty of their realizability. The valuation allowance increased
by $337 during fiscal 2008,
due principally to the increase in the net operating loss carryforwards of $3,371, a decrease in
intangible assets of $2,834, a decrease in the reserve for inventory
obsolescence of $520, and an increase in non-cash compensation of
$334.
The Company files income tax returns in the U.S. federal jurisdiction and in various state
jurisdictions. As of September 30, 2008, the Company is no longer subject to U.S. federal
examination by taxing authorities for years prior to 2005. Income tax returns for fiscal years
2005, 2006 and 2007 are still open for examination. However, utilization of net operating loss
carryforwards that were generated in years prior to 2005, may result in a prior tax year being open
for IRS examination. The Company is subject to examination by the Franchise Tax Board and the Texas
State Comptroller for fiscal years 2004 through 2007. The Company has concluded New York state
audit for years 2004 through 2006. Tax years 2005 through 2008 remain open to examination by
multiple state taxing jurisdictions.
Based on Internal Revenue Code Section 382, changes in the ownership of the Company may limit the
utilization of net operating loss carryforwards of the Company.
38
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
11. Commitments
The Company occupies certain facilities and rents certain equipment under various lease agreements
expiring at various dates through February 28, 2015. Rent expense for continuing operations for the
years ended September 30, 2008, 2007, and 2006 was $690, $751 and $915, respectively. Future
minimum obligations for continuing operations under noncancelable operating leases are as follows:
|
|
|
|
|
Fiscal Year |
|
|
|
|
2009 |
|
$ |
716 |
|
2010 |
|
|
715 |
|
2011 |
|
|
750 |
|
2012 |
|
|
760 |
|
2013 |
|
|
535 |
|
Thereafter |
|
|
309 |
|
|
|
|
|
|
|
$ |
3,785 |
|
|
|
|
|
During fiscal 2006, the Company entered into an agreement with ACT Electronics, Inc. (ACT) under
which ACT will provide fulfillment services and manufacture final assemblies of the Companys
products. Either party may terminate the
agreement upon 90 days prior written notice to the other party. As of September 30, 2008, the
Company had $2,311 in open purchase commitments pursuant to this agreement.
During fiscal 2006, the Company entered into an agreement with Speedy-Tech Electronics Ltd.
(Speedy) relating to the manufacturing of final assemblies of the Companys products. Either party
may terminate the agreement upon 90 days prior written notice to the other party. Under the
agreement, the Company has the right to offset amounts due to the Company from Speedy against
amounts owed to Speedy by the Company. As of September 30, 2008, the Company had $1,975 in open
purchase commitments pursuant to this agreement.
12. Redeemable Preferred Stock and Preferred Stock
At September 30, 2008 and 2007, the Company had 21,000 shares of $0.01 par value Redeemable
Preferred Stock authorized and none outstanding and 9,979,000 shares of $0.01 par value Preferred
Stock authorized and none outstanding.
13. Capital Stock and Stock Options
On September 2, 2005, the Company sold 2,650,000 shares of its Common Stock for $9,275 ($9,202 net
of offering costs), in a private placement that was exempt from the registration requirements of
the Securities Act of 1933 pursuant to Regulation D. The Company subsequently filed a registration
statement on Form S-3 under the Securities Act of 1933, which was declared effective by the
Securities and Exchange Commission on October 21, 2005. In addition to the Common Stock, the
Company also issued Series A Warrants for a total of 1,324,996 shares of Common Stock at a strike
price of $4.50 per share and Series B Warrants exercisable for a total of 1,324,996 shares of
Common Stock at a strike price of $5.00 per share. Both the Series A and Series B Warrants vested
six months from the closing date, expire on September 2, 2010 and are callable by the Company based
on the performance of the Companys Common Stock price. The Warrants were valued using the
Black-Scholes pricing model. Of the net proceeds from the sale, $2,717 was allocated to the Series
A Warrants and $2,594 was allocated to the Series B Warrants. During fiscal 2008, 176,567 of the
Series A Warrants were exercised, leaving 1,148,429 outstanding.
On July 25, 2008, the Companys Board approved a plan to repurchase up to $5,000 of the Companys
common stock on the open market. As of September 30, 2008, 383,207 shares were repurchased at a
cost of $1,127.
In connection with a Loan and Security Agreement with Wells Fargo Business Credit Inc. (Wells
Fargo) entered into during fiscal year 2000 that was repaid on December 30, 2002, the Company
issued warrants to Wells Fargo convertible into 50,000 shares of the Companys Common Stock. The
warrants, which remain outstanding, have a strike price of $16.29 per share and do not have an
expiration date.
39
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
The Company has a Stock Incentive Plan, a 2008 Employee Stock Incentive Plan, and a Non-employee
Director Stock Incentive Plan (collectively the Plans). Under the Plans, options to purchase shares
of Common Stock may be granted to all officers, employees and non-employee directors. Stock options
have been granted at exercise prices as determined by the Compensation Committee of the Board of
Directors to all officers, employees and non-employee directors of the Company pursuant to the
Plans. These stock options vest immediately or over a period of up to three years. All stock
options, if not exercised or terminated, expire either on the sixth or the tenth anniversary of the
date of grant. In addition, the Plans provide for the issuance of Common Stock or Common Stock
equivalents to employees for their work related performance.
The following table summarizes the number of Common Shares reserved and available for issuance
under the Plans at September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available |
|
|
|
Reserved |
|
|
to Issue |
|
Stock Incentive Plan |
|
|
3,450,000 |
|
|
|
286,679 |
|
2008 Employee Stock Incentive Plan |
|
|
500,000 |
|
|
|
500,000 |
|
Non-employee Director Stock Incentive Plan |
|
|
500,000 |
|
|
|
77,701 |
|
Common stock issued to non-employees for services performed was 0 shares, 0 shares and 2,983 shares
in 2008, 2007 and 2006, respectively. The Company issued restricted stock to its directors for
their services of 13,165 shares, 18,482 shares and 0 shares in 2008, 2007 and 2006, respectively.
The following table displays all stock option activity as of September 30, 2008 including stock
options granted under the Plans and the Stock Option Agreements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Options |
|
|
Exercise |
|
|
Options |
|
|
Exercise |
|
|
Options |
|
|
Exercise |
|
|
|
(000s) |
|
|
Price |
|
|
(000s) |
|
|
Price |
|
|
(000s) |
|
|
Price |
|
Outstanding at beginning of the year |
|
|
1,590 |
|
|
$ |
4.67 |
|
|
|
1,765 |
|
|
$ |
4.52 |
|
|
|
1,719 |
|
|
$ |
7.93 |
|
Granted |
|
|
916 |
|
|
|
5.81 |
|
|
|
453 |
|
|
|
3.66 |
|
|
|
892 |
|
|
|
2.72 |
|
Exercised |
|
|
(411 |
) |
|
|
4.39 |
|
|
|
(288 |
) |
|
|
2.86 |
|
|
|
(21 |
) |
|
|
2.47 |
|
Canceled |
|
|
(383 |
) |
|
|
6.88 |
|
|
|
(340 |
) |
|
|
4.07 |
|
|
|
(825 |
) |
|
|
9.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of the year |
|
|
1,712 |
|
|
$ |
4.85 |
|
|
|
1,590 |
|
|
$ |
4.67 |
|
|
|
1,765 |
|
|
$ |
4.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
The following table summarizes information about options outstanding at September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Outstanding |
|
|
|
|
|
|
Exercisable |
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
Outstanding as of |
|
|
Remaining |
|
|
Average |
|
|
Exercisable as of |
|
|
Average |
|
Range of |
|
|
September 30, 2008 |
|
|
Contractual |
|
|
Exercise |
|
|
September 30, 2008 |
|
|
Exercise |
|
Exercise Prices |
|
|
(000s) |
|
|
Life (in years) |
|
|
Price |
|
|
(000s) |
|
|
Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.95 3.50 |
|
|
|
593 |
|
|
|
5.00 |
|
|
$ |
2.96 |
|
|
|
248 |
|
|
$ |
2.66 |
|
|
3.51 6.58 |
|
|
|
592 |
|
|
|
5.05 |
|
|
|
4.50 |
|
|
|
445 |
|
|
|
4.61 |
|
|
6.59 7.99 |
|
|
|
512 |
|
|
|
5.16 |
|
|
|
7.28 |
|
|
|
83 |
|
|
|
6.70 |
|
|
8.00 16.45 |
|
|
|
15 |
|
|
|
1.92 |
|
|
|
11.13 |
|
|
|
15 |
|
|
|
11.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,712 |
|
|
|
5.04 |
|
|
$ |
4.85 |
|
|
|
791 |
|
|
$ |
4.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14. Major Customers
For the year ended September 30, 2008, the Company derived approximately $28,868 (44%) of its total
revenues from two customers located in the United States, and trade accounts receivable from these
customers totaled $1,091 at September 30, 2008. For the years ended September 30, 2007 and 2006,
the Company derived approximately $32,209 (43%), and $18,097 (40%), respectively, of its total
revenues from one customer located in the United States. Trade accounts receivable from this
customer totaled $9,453 at September 30, 2007.
15. Export Sales
The Company exports its products to three regions around the world: Central American/Latin American
(CALA), Europe/ Africa (EA) and Asia/Middle East (AME). Export sales for the years ended September
30, 2008, 2007 and 2006 are summarized in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Export Sales by Region |
|
|
|
|
|
|
|
|
|
CALA |
|
|
EA |
|
|
AME |
|
|
Total |
|
|
Domestic |
|
|
Total Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2008 sales |
|
$ |
8,574 |
|
|
$ |
677 |
|
|
$ |
117 |
|
|
$ |
9,368 |
|
|
$ |
56,786 |
|
|
$ |
66,154 |
|
Regions sales as % of
total export sales |
|
|
91.52 |
% |
|
|
7.23 |
% |
|
|
1.25 |
% |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
Regions sales as % of
Total Company sales |
|
|
12.96 |
% |
|
|
1.02 |
% |
|
|
0.18 |
% |
|
|
14.16 |
% |
|
|
85.84 |
% |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007 sales |
|
$ |
8,368 |
|
|
$ |
1,126 |
|
|
$ |
244 |
|
|
$ |
9,738 |
|
|
$ |
64,769 |
|
|
$ |
74,507 |
|
Regions sales as % of
total export sales |
|
|
85.92 |
% |
|
|
11.57 |
% |
|
|
2.51 |
% |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
Regions sales as % of
Total Company sales |
|
|
11.23 |
% |
|
|
1.51 |
% |
|
|
0.33 |
% |
|
|
13.07 |
% |
|
|
86.93 |
% |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2006 sales |
|
$ |
5,201 |
|
|
$ |
1,728 |
|
|
$ |
514 |
|
|
$ |
7,443 |
|
|
$ |
38,263 |
|
|
$ |
45,706 |
|
Regions sales as % of
total export sales |
|
|
69.88 |
% |
|
|
23.22 |
% |
|
|
6.90 |
% |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
Regions sales as % of
Total Company sales |
|
|
11.38 |
% |
|
|
3.78 |
% |
|
|
1.12 |
% |
|
|
16.28 |
% |
|
|
83.72 |
% |
|
|
100.00 |
% |
41
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
16. Contingencies
The Company is involved in various legal proceedings that arose in the ordinary course of its
business. While any litigation contains an element of uncertainty, management believes that the
outcome of such proceedings will not have a material adverse effect on the Companys consolidated
results of operations, cash flows or financial position.
17. Employee Benefit Plan
The Company sponsors a defined contribution plan under section 401(k) of the Internal Revenue Code.
The plan covers substantially all employees of the Company. The Company may match employee
contributions on a discretionary basis.
There were no Company matches and therefore no amounts charged against operations related to the
Companys defined contribution plan for the years ended September 30, 2008, 2007 and 2006.
18. Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year ended September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
2 |
|
|
$ |
107 |
|
|
$ |
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to CSI in connection with acquisition - 1,931,745 shares |
|
$ |
|
|
|
$ |
|
|
|
$ |
5,505 |
|
Common stock issued to CSI in connection with the earn-out
provisions of the Purchase Agreement - 150,990 shares |
|
$ |
|
|
|
$ |
563 |
|
|
$ |
|
|
Restricted common stock awarded as director compensation -
13,165 and 18,482 shares, respectively |
|
$ |
52 |
|
|
$ |
47 |
|
|
$ |
|
|
Increase in additional paid-in capital related to warrants issued to
secure working capital line of credit - 320,856 warrants |
|
$ |
|
|
|
$ |
|
|
|
$ |
356 |
|
42
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
19. Quarterly Results of Operations (Unaudited)
The following is a summary of the quarterly results of operations for the years ended September 30,
2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended, |
|
|
|
December 31 |
|
|
March 31 |
|
|
June 30 |
|
|
September 30 |
|
Fiscal year 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
19,726 |
|
|
$ |
19,613 |
|
|
$ |
15,312 |
|
|
$ |
11,503 |
|
Gross margin |
|
|
7,047 |
|
|
|
7,629 |
|
|
|
5,241 |
|
|
|
4,615 |
|
Income from continuing operations |
|
|
2,247 |
|
|
|
2,485 |
|
|
|
644 |
|
|
|
725 |
|
Loss from discontinued operations |
|
|
(565 |
) |
|
|
(2,178 |
) |
|
|
(4,737 |
) |
|
|
|
|
Net income (loss) |
|
|
1,682 |
|
|
|
307 |
|
|
|
(4,093 |
) |
|
|
725 |
|
Basic income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.12 |
|
|
$ |
0.13 |
|
|
$ |
0.03 |
|
|
$ |
0.04 |
|
Discontinued operations |
|
$ |
(0.03 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.24 |
) |
|
$ |
|
|
Net income (loss) |
|
$ |
0.09 |
|
|
$ |
0.02 |
|
|
$ |
(0.21 |
) |
|
$ |
0.04 |
|
Diluted income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.11 |
|
|
$ |
0.13 |
|
|
$ |
0.03 |
|
|
$ |
0.04 |
|
Discontinued operations |
|
$ |
(0.03 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.24 |
) |
|
$ |
|
|
Net income (loss) |
|
$ |
0.08 |
|
|
$ |
0.02 |
|
|
$ |
(0.21 |
) |
|
$ |
0.04 |
|
Fiscal year 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
14,763 |
|
|
$ |
16,890 |
|
|
$ |
16,502 |
|
|
$ |
26,352 |
|
Gross margin |
|
|
5,005 |
|
|
|
5,332 |
|
|
|
5,597 |
|
|
|
8,865 |
|
Income from continuing operations |
|
|
248 |
|
|
|
288 |
|
|
|
1,391 |
|
|
|
3,698 |
|
Loss from discontinued operations |
|
|
(2,327 |
) |
|
|
(2,108 |
) |
|
|
(976 |
) |
|
|
(2,160 |
) |
Net income (loss) |
|
|
(2,079 |
) |
|
|
(1,820 |
) |
|
|
415 |
|
|
|
1,538 |
|
Basic income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
$ |
0.07 |
|
|
$ |
0.20 |
|
Discontinued operations |
|
$ |
(0.13 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.12 |
) |
Net income (loss) |
|
$ |
(0.12 |
) |
|
$ |
(0.10 |
) |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
Diluted income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
$ |
0.07 |
|
|
$ |
0.19 |
|
Discontinued operations |
|
$ |
(0.13 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.11 |
) |
Net income (loss) |
|
$ |
(0.12 |
) |
|
$ |
(0.10 |
) |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
Due to rounding in earnings per share, the sum of the quarters may not be equal to the full year.
20. Cumulative Effect Adjustment to Retained Earnings
In September 2006, the SEC released Staff Accounting Bulletin No. 108, Considering the Effects of
Prior Year Misstatements When Quantifying Misstatements in the Current Financial Statements (SAB
108). SAB 108 provides
guidance on how the effects of the carryover or reversal of prior year financial statement
misstatements should be considered in quantifying a current year misstatement. Specifically, SAB
108 requires that companies quantify errors using both a balance sheet (iron curtain) and income
statement (rollover) approach and evaluate whether either approach results in a misstated amount
that, when all relevant quantitative and qualitative factors are considered, is material. Prior
practice allowed the evaluation of materiality on the basis of either the balance sheet or the
income statement approach, but did not require both. In years prior to fiscal 2007, the Company
recorded certain service revenues in the period in which they were invoiced, though they related to
services yet to be performed and the Company recorded costs associated with providing those
services in the period subsequent to when they were incurred. The Company believes that these
revenues and costs were recorded in error. These errors were deemed to be immaterial prior to
fiscal year 2007, but after applying the guidance under SAB 108, the cumulative effect of these
errors was determined to be material to fiscal year 2007. In evaluating materiality and determining
the appropriateness of applying SAB 108 to these errors, the Company
considered materiality both qualitatively and quantitatively as prescribed by the SECs Staff
Accounting Bulletin No. 99. As a result, an after-tax adjustment of $810 was made to decrease the
opening balance of retained earnings as of October 1, 2006.
43
TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Share Data)
21. Subsequent Events
On October 1, 2008, the Company announced the acquisition of SupplyNet Communications, Inc.
(SupplyNet). The Company paid approximately $3,000 for all of the outstanding common stock of
SupplyNet. SupplyNet provides label and branded tank monitoring solutions for petroleum logistics
and chemical companies.
During October 2008, the assets of ACT Electronics, Inc. (ACT), one of the Companys contract
manufacturers (see Note 11), were purchased by Ayrshire Electronics, LLC (Ayrshire). Ayrshire
continues to manufacture products for Telular under the original agreement executed with ACT.
PART III
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuers management, including its principal executive and
principal financial officers, or persons performing similar functions, as appropriate to allow
timely decision-making regarding required disclosure. As of the end of the period covered by this
report management carried out, with the participation of the Chief Executive Officer (CEO) and
the Chief Financial Officer (CFO), an evaluation of the effectiveness of the Companys disclosure
controls and procedures. Based on that evaluation, the CEO and CFO have concluded that the
Companys disclosure controls and procedures are effective.
During the quarter ended September 30, 2008, there were no significant changes in the Companys
internal controls over financial reporting identified in connection with the evaluation required by
paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that have materially affected,
or are reasonably likely to materially affect, the Companys internal control over financial
reporting.
Managements Report on Internal Control Over Financial Reporting
The Companys management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities Exchange
Act of 1934. The Companys internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting principles generally
accepted in the United States.
Processes have been updated and new ones put into place governing our internal controls but because
of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
44
The Companys management assessed the effectiveness of the Companys internal control over
financial reporting as of September 30, 2008, using the criteria set forth by the Internal Control
- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, the Companys management concluded that, as of September 30,
2008, the Companys internal control over financial reporting was effective based on those
criteria.
The Companys independent registered public accounting firm, Ernst & Young LLP, issued an
attestation report on the effectiveness of the Companys internal control over financial reporting
as of September 30, 2008. That attestation report is included herein.
ITEM 9B. OTHER INFORMATION
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Pursuant to General Instruction G(3), reference is made to the information contained under the
caption Election of Directors in the Companys definitive proxy statement for the Annual Meeting of
Shareholders to be held February 3, 2009, which is incorporated herein.
The Directors names and occupations are listed in the Companys definitive proxy statement for the
Annual Meeting of Shareholders to be held February 3, 2009. Names and information about executive
officers are provided in Item 1 of this filing.
The Company has adopted a Code of Ethics for Senior Financial Officers that covers the principal
executive officer, the principal financial officer and the principal accounting officer. This Code
is available on the Companys website at
www.telular.com/profile/codes.asp. or a copy can be
obtained free of charge by mailing a request to the Companys headquarters at 311 South Wacker
Drive, Suite 4300, Chicago, Illinois 60606-6622.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G(3), reference is made to the information contained under the
caption Executive Compensation in the Companys definitive proxy statement for the Annual Meeting
of Shareholders to be held February 3, 2009, which is incorporated herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction G(3), reference is made to the information contained under the
caption Security Ownership of Certain Beneficial Owners and Management in the Companys definitive
proxy statement for the Annual Meeting of Shareholders to be held February 3, 2009, which is
incorporated herein.
Further, for the information required by Item 201(d) of Regulation S-K, reference is made to the
information contained under the caption Option Exercise and Fiscal Year-End Option Values in the
Companys definitive proxy statement for the Annual Meeting of Shareholders to be held February 3,
2009, which is incorporated herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction G(3), reference is made to the information contained under the
caption Certain Transactions in the Companys definitive proxy statement for the Annual Meeting of
Shareholders to be held February 3, 2009, which is incorporated herein.
45
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Pursuant to General Instruction G(3), reference is made to the information contained under the
caption Independent Public Accountants in the Companys definitive proxy statement for the Annual
Meeting of Shareholders to be held February 3, 2009, which is incorporated herein.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
|
|
|
|
|
|
|
(a)
|
|
|
1. |
|
|
The following financial statements are included in Part II, Item 8 of this Form 10-K.
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2008 and 2007
Consolidated Statements of Operations for the years ended September 30, 2008, 2007 and 2006
Consolidated Statements of Stockholders Equity for the years ended September 30, 2008, 2007 and 2006
Consolidated Statements of Cash Flows for the years ended September 30, 2008, 2007 and 2006
Notes to Consolidated Financial Statements |
|
|
|
|
|
|
|
|
|
|
2. |
|
|
The following financial statement schedule, Schedule II Valuation and
Qualifying Accounts for the years ended September 30, 2008, 2007 and 2006 is filed as
part of this report. All other financial statement schedules have been omitted because
they are not applicable or are not required or the information required to be set forth
therein is included in the financial statements or notes thereto contained in Part II,
Item 8 of this annual report. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule II Valuation and Qualifying Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
to Costs |
|
|
Charged |
|
|
|
|
|
|
Balance at |
|
|
|
Beginning |
|
|
and |
|
|
to Other |
|
|
|
|
|
|
End of |
|
Description |
|
of Period |
|
|
Expenses |
|
|
Accounts |
|
|
Deductions |
|
|
Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization of intangible
assets |
|
$ |
6,105 |
|
|
$ |
1,098 |
(1) |
|
$ |
|
|
|
$ |
(7,203 |
)(2) |
|
$ |
|
|
Valuation allowance of deferred tax asset |
|
|
57,153 |
|
|
|
337 |
(3) |
|
|
|
|
|
|
|
|
|
|
57,490 |
|
Reserve for inventory obsolescence |
|
|
551 |
|
|
|
19 |
|
|
|
|
|
|
|
(486 |
)(4) |
|
|
84 |
|
Allowance for doubtful accounts |
|
|
40 |
|
|
|
61 |
|
|
|
|
|
|
|
(62 |
)(5) |
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization of intangible
assets |
|
$ |
2,956 |
|
|
$ |
3,149 |
(1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
6,105 |
|
Valuation allowance of deferred tax asset |
|
|
55,822 |
|
|
|
1,331 |
(3) |
|
|
|
|
|
|
|
|
|
|
57,153 |
|
Reserve for inventory obsolescence |
|
|
922 |
|
|
|
328 |
|
|
|
|
|
|
|
(699 |
)(4) |
|
|
551 |
|
Allowance for doubtful accounts |
|
|
185 |
|
|
|
(54) |
(6) |
|
|
|
|
|
|
(91 |
)(5) |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization of intangible
assets |
|
$ |
1,350 |
|
|
$ |
1,606 |
(1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
2,956 |
|
Valuation allowance of deferred tax asset |
|
|
51,268 |
|
|
|
4,554 |
(3) |
|
|
|
|
|
|
|
|
|
|
55,822 |
|
Reserve for inventory obsolescence |
|
|
2,285 |
|
|
|
245 |
|
|
|
|
|
|
|
(1,608 |
)(4) |
|
|
922 |
|
Allowance for doubtful accounts |
|
|
95 |
|
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
185 |
|
|
|
|
(1) |
|
Amortization of intangibles includes impairment charges. All charges are
included in loss from discontinued operations. |
|
(2) |
|
Intangible assets related to the discontinued operations were written-off when
that business unit was abandoned during the third quarter of fiscal 2008. |
46
|
|
|
(3) |
|
Amount represents the change in the valuation amount for deferred taxes due
principally to the origination and utilization of net operating loss carryforwards. The
valuation amount reflects the net tax effects of temporary differences between the carry
amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. |
|
(4) |
|
Inventory disposed. |
|
(5) |
|
Accounts receivable written-off. |
|
(6) |
|
Reversal of previously charged expense for the allowance for doubtful accounts. |
|
|
|
|
|
Number |
|
Description |
|
Reference |
3.1
|
|
Certificate of Incorporation
|
|
Filed as Exhibit 3.1 to Registration Statement
No. 33-72096 (the Registration Statement) |
|
|
|
|
|
3.2
|
|
Amendment No. 1 to Certificate
of Incorporation
|
|
Filed as
Exhibit 3.2 to the Registration Statement |
|
|
|
|
|
3.3
|
|
Amendment No. 2 to Certificate
of Incorporation
|
|
Filed as
Exhibit 3.3 to the Registration
Statement |
|
|
|
|
|
3.4
|
|
Amendment No. 3 to Certificate of Incorporation
|
|
Filed as
Exhibit 3.4 to Form 10-Q filed
February 16, 1999 |
|
|
|
|
|
3.5
|
|
Amendment No.4 to Certificate
of Incorporation
|
|
Filed as
Exhibit 3.5 to Form 10-Q filed
February 16, 1999 |
|
|
|
|
|
3.6
|
|
By-Laws
|
|
Filed as Exhibit 3.4 to the Registration
Statement |
|
|
|
|
|
4.1
|
|
Certificate of Designations, Preferences,
and Rights of Series A Convertible Preferred
Stock
|
|
Filed as Exhibit 99.2
Form 8-K filed
April 25, 1997 |
|
|
|
|
|
10.1
|
|
Nonqualified Stock Option Agreement,
dated as of October 31, 2000, by and
between the Company and Larry J. Ford
|
|
Filed as Exhibit 4.9 to
Registration Statement on
Form S-8, Registration
No. 333-61970 filed
May 31, 2001 |
|
|
|
|
|
10.2
|
|
Nonqualified Stock Option Agreement,
dated as of October 26, 1999, by and
between the Company and Larry J. Ford
|
|
Filed as Exhibit 4.10 to
Registration Statement on
Form S-8, Registration
No. 333-61970 filed May 31, 2001 |
|
|
|
|
|
10.3
|
|
Nonqualified Stock Option Agreement,
dated as of October 31, 2000, by and
between the Company and John E. Berndt
|
|
Filed as Exhibit 4.15 to
Registration Statement on
Form S-8, Registration
No. 333-61970 filed
May 31, 2001 |
|
|
|
|
|
10.4
|
|
Nonqualified Stock Option Agreement,
dated as of October 26, 1999, by and
between the Company and John E. Berndt
|
|
Filed as Exhibit 4.16 to
Registration Statement on
Form S-8, Registration
No. 333-61970 filed
May 31, 2001 |
47
|
|
|
|
|
Number |
|
Description |
|
Reference |
10.5
|
|
Nonqualified Stock Option Agreement,
dated as of October 30, 2001, by and
between the Company and John E. Berndt
|
|
Filed as Exhibit 10.41 to
Form 10-K filed
December 21, 2001 |
|
|
|
|
|
10.6
|
|
Nonqualified Stock Option Agreement,
dated as of October 30, 2001, by and
between the Company and Larry J. Ford
|
|
Filed as Exhibit 10.42 to
Form 10-K filed
December 21, 2001 |
|
|
|
|
|
10.7
|
|
Telular Corporation Non-employee
Directors Stock Incentive Plan
|
|
Filed as Exhibit 10.22
to Form 10-Q filed
February 14, 2003 |
|
|
|
|
|
10.8
|
|
Amendment to Warrants dated
November 11, 2007
|
|
Filed as Exhibit
10.1 to Form 8-K Filed on November 15, 2007 |
|
|
|
|
|
10.9
|
|
Second Amended and Restated
Employment Agreement with
Michael J. Boyle dated
December 7, 2007
|
|
Filed as Exhibit
10.1 to Form 8-K filed December 6, 2007 |
|
|
|
|
|
10.10
|
|
Employment Agreement with
Joseph A. Beatty dated
December 14, 2007
|
|
Filed as Exhibit
10.1 to Form 8-K filed December 19,
2007 |
|
|
|
|
|
10.11
|
|
Retention and Severance
Agreement with Jonathan M.
Charak dated March 17, 2008
|
|
Filed as Exhibit
10.1 to Form 8-K
filed on March 19, 2008 |
|
|
|
|
|
10.12
|
|
Retention and Severance
Agreement with George S.
Brody dated July 29, 2008
|
|
Filed as Exhibit
10.1 to Form 8-K
Filed on August 4, 2008 |
|
|
|
|
|
21
|
|
Subsidiaries of Registrant
|
|
Filed herewith |
|
|
|
|
|
23
|
|
Consent of Ernst & Young LLP
|
|
Filed herewith |
|
|
|
|
|
31.1
|
|
Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith |
|
|
|
|
|
31.2
|
|
Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith |
|
|
|
|
|
32.1
|
|
Certification Pursuant to 18
U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
Furnished herewith |
|
|
|
|
|
99
|
|
Cautionary Statements
|
|
Furnished herewith |
|
|
|
(1) |
|
Certain portions of this exhibit have been omitted and filed separately with the
United
States Securities and Exchange Commission pursuant to a request for confidential
treatment.
The omitted portions have been replaced by an * enclosed by brackets ([*]). |
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
|
|
Telular Corporation
|
|
Date: December 15, 2008 |
By: |
/s/ JOSEPH A. BEATTY
|
|
|
|
Joseph A. Beatty |
|
|
|
President & Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ JOSEPH A. BEATTY
|
|
President, Chief Executive Officer
and Director
|
|
December 15, 2008 |
|
|
|
|
|
|
|
|
|
|
/s/ JONATHAN M. CHARAK
|
|
Senior Vice President,
|
|
December 15, 2008 |
|
|
Chief
Financial Officer
and Secretary |
|
|
|
|
|
|
|
/s/ ROBERT L. DEERING
Robert L. Deering
|
|
Chief Accounting Officer
|
|
December 15, 2008 |
|
|
|
|
|
/s/ JOHN E. BERNDT
John E. Berndt
|
|
Chairman of the Board
|
|
December 15, 2008 |
|
|
|
|
|
/s/ LAWRENCE S. BARKER
Lawrence S. Barker
|
|
Director
|
|
December 15, 2008 |
|
|
|
|
|
/s/ BETSY J. BERNARD
Betsy J. Bernard
|
|
Director
|
|
December 15, 2008 |
|
|
|
|
|
/s/ BRIAN J. CLUCAS
Brian J. Clucas
|
|
Director
|
|
December 15, 2008 |
|
|
|
|
|
/s/ LARRY J. FORD
Larry J. Ford
|
|
Director
|
|
December 15, 2008 |
|
|
|
|
|
/s/ M. BRIAN MCCARTHY
|
|
Director
|
|
December 15, 2008 |
|
|
|
|
|
49
Exhibit Index
|
|
|
|
|
Number |
|
Description |
|
Reference |
|
|
|
|
|
21
|
|
Subsidiaries of Registrant
|
|
Filed herewith |
|
|
|
|
|
23
|
|
Consent of Ernst & Young LLP
|
|
Filed herewith |
|
|
|
|
|
31.1
|
|
Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith |
|
|
|
|
|
31.2
|
|
Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith |
|
|
|
|
|
32.1
|
|
Certification Pursuant to 18
U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
Furnished herewith |
|
|
|
|
|
99
|
|
Cautionary Statements
|
|
Furnished herewith |
50