UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2003 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
001-13836
(Commission File Number)
TYCO INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)
| Bermuda (Jurisdiction of Incorporation) |
98-0390500 (I.R.S. Employer Identification Number) |
The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke, HM 08, Bermuda
(Address of Registrant's principal executive office)
441-292-8674
(Registrant's telephone number)
Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15 (d) of the Securities Exchange Act 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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o
The number of common shares outstanding as of August 7, 2003 was 1,997,402,679.
TYCO INTERNATIONAL LTD.
INDEX TO FORM 10-Q
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Page |
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| Part IFinancial Information: | |||
Item 1Financial Statements |
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Consolidated Statements of Operations (Unaudited) for the quarters and nine months ended June 30, 2003 and 2002, as restated |
2 |
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Consolidated Balance Sheets (Unaudited) as of June 30, 2003 and September 30, 2002, as restated |
3 |
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Consolidated Statements of Cash Flows (Unaudited) for the nine months ended June 30, 2003 and 2002, as restated |
4 |
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Notes to Consolidated Financial Statements (Unaudited) |
5 |
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Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations |
52 |
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Item 3Quantitative and Qualitative Disclosures About Market Risk |
97 |
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Item 4Controls and Procedures |
97 |
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Part IIOther Information |
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Item 1Legal Proceedings |
101 |
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Item 5Other Information |
109 |
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Item 6Exhibits and Reports on Form 8-K |
110 |
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Signatures |
111 |
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1
Item 1Financial Statements
TYCO INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in millions, except per share data)
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For the Quarters Ended June 30, |
For the Nine Months Ended June 30, |
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2003 |
2002 |
2003 |
2002 |
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(restated) |
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(restated) |
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| Revenue from product sales | $ | 7,505.6 | $ | 7,384.6 | $ | 21,871.7 | $ | 21,290.6 | ||||||
| Service revenue | 1,907.0 | 1,714.8 | 5,456.8 | 4,926.4 | ||||||||||
| Net revenues | 9,412.6 | 9,099.4 | 27,328.5 | 26,217.0 | ||||||||||
| Cost of product sales | 5,015.5 | 4,921.1 | 14,699.5 | 14,160.3 | ||||||||||
| Cost of services | 998.2 | 892.7 | 2,901.7 | 2,490.2 | ||||||||||
| Selling, general and administrative expenses | 2,200.1 | 2,073.2 | 6,819.0 | 5,856.4 | ||||||||||
| Restructuring and other (credits) charges, net | (9.5 | ) | 180.4 | (72.6 | ) | 549.1 | ||||||||
| Charges for the impairment of long-lived assets | 0.1 | 125.2 | 87.3 | 2,514.9 | ||||||||||
| Goodwill impairment | | 844.4 | | 844.4 | ||||||||||
| Write-off of purchased in-process research and development | | 13.4 | | 13.4 | ||||||||||
| Operating income (loss) | 1,208.2 | 49.0 | 2,893.6 | (211.7 | ) | |||||||||
| Interest income | 39.7 | 35.3 | 87.3 | 84.4 | ||||||||||
| Interest expense | (287.6 | ) | (285.6 | ) | (876.4 | ) | (749.5 | ) | ||||||
| Other expense, net | (151.8 | ) | (6.5 | ) | (211.8 | ) | (154.2 | ) | ||||||
| Income (loss) from continuing operations before income taxes and minority interest | 808.5 | (207.8 | ) | 1,892.7 | (1,031.0 | ) | ||||||||
| Income taxes | (241.1 | ) | (187.4 | ) | (633.4 | ) | (411.3 | ) | ||||||
| Minority interest | (0.9 | ) | (0.7 | ) | (2.6 | ) | (0.8 | ) | ||||||
| Income (loss) from continuing operations | 566.5 | (395.9 | ) | 1,256.7 | (1,443.1 | ) | ||||||||
| (Loss) income from discontinued operations of Tyco Capital, net of tax of $0 for the nine months ended June 30, 2003, and $121.2 and $309.4 for the quarter and nine months ended June 30, 2002, respectively | | (2,235.3 | ) | 20.0 | (6,293.6 | ) | ||||||||
| Net income (loss) | $ | 566.5 | $ | (2,631.2 | ) | $ | 1,276.7 | $ | (7,736.7 | ) | ||||
| Basic earnings (loss) per common share: | ||||||||||||||
| Income (loss) from continuing operations | $ | 0.28 | $ | (0.20 | ) | $ | 0.63 | $ | (0.73 | ) | ||||
| (Loss) income from discontinued operations of Tyco Capital, net of tax | | (1.12 | ) | 0.01 | (3.17 | ) | ||||||||
| Net income (loss) per common share | 0.28 | (1.32 | ) | 0.64 | (3.89 | ) | ||||||||
| Diluted earnings (loss) per common share: | ||||||||||||||
| Income (loss) from continuing operations | $ | 0.27 | $ | (0.20 | ) | $ | 0.61 | $ | (0.73 | ) | ||||
| (Loss) income from discontinued operations of Tyco Capital, net of tax | | (1.12 | ) | 0.01 | (3.17 | ) | ||||||||
| Net income (loss) per common share | 0.27 | (1.32 | ) | 0.62 | (3.89 | ) | ||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||
| Basic | 1,995.0 | 1,993.9 | 1,994.7 | 1,986.7 | ||||||||||
| Diluted | 2,203.8 | 1,993.9 | 2,126.2 | 1,986.7 | ||||||||||
See Notes to Consolidated Financial Statements (Unaudited).
2
TYCO INTERNATIONAL LTD.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share data)
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June 30, 2003 |
September 30, 2002 |
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(restated) |
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| Assets | ||||||||||
| Current Assets: | ||||||||||
| Cash and cash equivalents | $ | 3,926.7 | $ | 6,185.7 | ||||||
| Restricted cash | 210.9 | 196.2 | ||||||||
| Accounts receivable, less allowance for doubtful accounts ($753.2 at June 30, 2003 and $638.0 at September 30, 2002) | 5,898.3 | 5,831.9 | ||||||||
| Inventories | 4,555.5 | 4,607.9 | ||||||||
| Deferred income taxes | 870.2 | 1,356.0 | ||||||||
| Other current assets | 2,140.6 | 1,461.7 | ||||||||
| Total current assets | 17,602.2 | 19,639.4 | ||||||||
| Tyco Global Network, Net | 667.6 | 581.6 | ||||||||
| Property, Plant and Equipment, Net | 10,009.8 | 9,861.0 | ||||||||
| Goodwill | 26,301.8 | 26,020.5 | ||||||||
| Intangible Assets, Net | 5,889.9 | 5,805.8 | ||||||||
| Other Assets | 3,921.5 | 3,549.2 | ||||||||
| Total Assets | $ | 64,392.8 | $ | 65,457.5 | ||||||
| Liabilities and Shareholders' Equity | ||||||||||
| Current Liabilities: | ||||||||||
| Loans payable and current maturities of long-term debt | $ | 3,639.9 | $ | 7,719.0 | ||||||
| Accounts payable | 2,763.1 | 3,173.8 | ||||||||
| Accrued expenses and other current liabilities | 4,529.8 | 5,296.5 | ||||||||
| Contracts in process billings in excess of cost | 464.3 | 523.6 | ||||||||
| Deferred revenue | 810.9 | 758.5 | ||||||||
| Income taxes payable | 2,347.8 | 2,219.1 | ||||||||
| Total current liabilities | 14,555.8 | 19,690.5 | ||||||||
| Long-Term Debt | 17,567.7 | 16,486.8 | ||||||||
| Other Long-Term Liabilities | 5,607.3 | 5,156.1 | ||||||||
| Total Liabilities | 37,730.8 | 41,333.4 | ||||||||
| Commitments and Contingencies (Note 12) | ||||||||||
| Minority Interest | 29.4 | 42.8 | ||||||||
| Shareholders' Equity: | ||||||||||
| Preference shares, $1 par value, 125,000,000 shares authorized, one share outstanding at June 30, 2003 and September 30, 2002 | | | ||||||||
| Common shares, $0.20 par value, 4,000,000,000 shares authorized; 1,997,322,346 and 1,995,699,758 shares outstanding, net of 21,747,690 and 22,522,250 shares owned by subsidiaries at June 30, 2003 and September 30, 2002, respectively | 399.5 | 399.1 | ||||||||
| Capital excess: | ||||||||||
| Share premium | 8,154.7 | 8,146.9 | ||||||||
| Contributed surplus, net of deferred compensation of $42.6 at June 30, 2003 and $51.2 at September 30, 2002 | 15,096.5 | 15,042.7 | ||||||||
| Accumulated earnings | 3,283.3 | 2,081.2 | ||||||||
| Accumulated other comprehensive loss | (301.4 | ) | (1,588.6 | ) | ||||||
| Total Shareholders' Equity | 26,632.6 | 24,081.3 | ||||||||
| Total Liabilities and Shareholders' Equity | $ | 64,392.8 | $ | 65,457.5 | ||||||
See Notes to Consolidated Financial Statements (Unaudited).
3
TYCO INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in millions)
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For the Nine Months Ended June 30, |
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2003 |
2002 |
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(restated) |
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| Cash Flows From Operating Activities: | |||||||||||
| Income (loss) from continuing operations | $ | 1,256.7 | $ | (1,443.1 | ) | ||||||
| Adjustments to reconcile (loss) income from continuing operations to net cash provided by operating activities: | |||||||||||
| Non-cash restructuring and other (credits) charges | (47.8 | ) | 269.5 | ||||||||
| Write-off of purchased in-process research and development | | 13.4 | |||||||||
| Charges for the impairment of long-lived assets | 87.3 | 2,514.9 | |||||||||
| Goodwill impairment | | 844.4 | |||||||||
| Loss on investments | 75.6 | 147.5 | |||||||||
| Depreciation | 1,084.5 | 1,097.4 | |||||||||
| Intangible assets amortization | 548.2 | 453.8 | |||||||||
| Deferred income taxes | 386.0 | (215.8 | ) | ||||||||
| Debt and refinancing cost amortization | 90.4 | 129.2 | |||||||||
| Loss on the retirement of debt | 151.8 | | |||||||||
| (Gain) loss on the early extinguishment of debt | (24.1 | ) | 6.7 | ||||||||
| Other non-cash items | 23.9 | 84.2 | |||||||||
| Changes in assets and liabilities, net of the effects of acquisitions and divestitures: | |||||||||||
| Accounts receivable | 445.8 | 1,050.2 | |||||||||
| Decrease in sale of accounts receivable programs | (55.9 | ) | (113.6 | ) | |||||||
| Contracts in progress | (103.7 | ) | (333.0 | ) | |||||||
| Inventories | 335.8 | (40.7 | ) | ||||||||
| Other current assets | (113.5 | ) | (61.4 | ) | |||||||
| Accounts payable | (554.5 | ) | (746.5 | ) | |||||||
| Accrued expenses and other current liabilities | (248.1 | ) | (163.0 | ) | |||||||
| Income taxes | 113.1 | 151.9 | |||||||||
| Deferred revenue | 13.0 | (42.1 | ) | ||||||||
| Other | 105.3 | (11.1 | ) | ||||||||
| Net cash provided by operating activities from continuing operations | 3,569.8 | 3,592.8 | |||||||||
| Net cash provided by operating activities from discontinued operations | 20.0 | 1,462.9 | |||||||||
| Net cash provided by operating activities | 3,589.8 | 5,055.7 | |||||||||
| Cash Flows From Investing Activities: | |||||||||||
| Purchase of property, plant and equipment, net | (904.1 | ) | (1,387.6 | ) | |||||||
| Construction in progress Tyco Global Network | (118.4 | ) | (982.6 | ) | |||||||
| Acquisition of businesses, net of cash acquired | (34.6 | ) | (1,682.2 | ) | |||||||
| Acquisition of customer accounts (ADT dealer program) | (506.2 | ) | (871.7 | ) | |||||||
| Cash paid for purchase accounting and holdback/earn-out liabilities | (227.3 | ) | (520.8 | ) | |||||||
| Disposal of businesses | 8.0 | | |||||||||
| Cash invested in short-term investments | (351.4 | ) | | ||||||||
| Net (purchase) sale of long-term investments | (12.2 | ) | 46.9 | ||||||||
| Increase in restricted cash | (202.6 | ) | | ||||||||
| Other | 72.3 | (141.3 | ) | ||||||||
| Net cash used in investing activities from continuing operations | (2,276.5 | ) | (5,539.3 | ) | |||||||
| Net cash provided by investing activities from discontinued operations | | 2,684.3 | |||||||||
| Net cash used in investing activities | (2,276.5 | ) | (2,855.0 | ) | |||||||
| Cash Flows From Financing Activities: | |||||||||||
| Net (repayments of) proceeds from debt | (3,608.1 | ) | 3,814.1 | ||||||||
| Proceeds from exercise of options | 7.8 | 186.3 | |||||||||
| Dividends paid | (75.6 | ) | (75.0 | ) | |||||||
| Repurchase of Tyco common shares | (1.2 | ) | (789.1 | ) | |||||||
| Capital contribution to Tyco Capital | | (200.0 | ) | ||||||||
| Other | (6.5 | ) | (7.4 | ) | |||||||
| Net cash (used in) provided by financing activities from continuing operations | (3,683.6 | ) | 2,928.9 | ||||||||
| Net cash used in financing activities from discontinued operations | | (2,874.6 | ) | ||||||||
| Net cash (used in) provided by financing activities | (3,683.6 | ) | 54.3 | ||||||||
| Effect of currency translation on cash | 111.3 | 32.3 | |||||||||
Net (decrease) increase in cash and cash equivalents |
(2,259.0 |
) |
2,287.3 |
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| Tyco Capital's cash and cash equivalents transferred to discontinued operations | | (1,272.6 | ) | ||||||||
| Cash and cash equivalents at beginning of period | 6,185.7 | 1,780.1 | |||||||||
| Cash and cash equivalents at end of period | $ | 3,926.7 | $ | 2,794.8 | |||||||
See Notes to Consolidated Financial Statements (Unaudited).
4
TYCO INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation and Restatement
Basis of PresentationThe unaudited Consolidated Financial Statements include the consolidated accounts of Tyco International Ltd., a company incorporated in Bermuda, and its subsidiaries (hereinafter "we," the "Company" or "Tyco").
The financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and note disclosures required by Generally Accepted Accounting Principles in the United States. These statements should be read in conjunction with Amendment No. 2 to the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 2002.
The Consolidated Financial Statements have not been audited by independent accountants in accordance with Generally Accepted Auditing Standards, but in the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Company's financial position and results of operations. All references in this Form 10-Q to "$" are to U.S. dollars.
InvestigationWith the arrival of new senior management, the Company engaged in a number of internal audits aimed at determining what, if any, misconduct may have been committed by prior senior management. An initial review of prior management's transactions with the Company was conducted by the law firm of Boies, Schiller & Flexner LLP. The details of their findings were made public in a Form 8-K filed on September 17, 2002. In July 2002, our new CEO and our Board of Directors ordered a further review of corporate governance practices and the accounting of selected acquisitions. This review has been referred to as the "Phase 2 review."
The Phase 2 review was conducted by the law firm of Boies, Schiller & Flexner LLP and the Boies firm was in turn assisted by forensic accountants. The review received the full cooperation of Tyco's auditors, PricewaterhouseCoopers LLP, as well as Tyco's new senior management team. The review included an examination of Tyco's reported revenues, profits, cash flow, internal auditing and control procedures, accounting for fifteen large acquisitions (selected after consultation with the U.S. Securities and Exchange Commission Staff) and related reserves, the use of non-recurring charges, as well as corporate governance issues such as the personal use of corporate assets and the use of corporate funds to pay personal expenses, employee loan and loan forgiveness programs. Approximately 25 lawyers and 100 accountants worked on the review from August into December 2002. In total, at considerable cost, more than 15,000 lawyer hours and 50,000 accountant hours were dedicated to this review. The review team examined documents and interviewed Tyco personnel at more than 45 operating units in the United States and in 12 foreign countries.
The results of the Phase 2 review were reported by the Company in a Form 8-K furnished to the SEC on December 30, 2002.
RestatementAs reported in Amendment No. 2 to the Company's Annual Report on Form 10-K/A, we were engaged in a dialogue with the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Staff") as part of a review of our periodic filings. We believed that we had resolved the material accounting issues at the time of the original filing of our Form 10-K for the year ended September 30, 2002. Subsequent correspondence and discussions with the Staff, principally regarding the method of amortizing contracts acquired through our ADT dealer program as well as the accounting for amounts reimbursed to us from ADT dealers, coupled with issues related to the prior periods identified during our intensified internal audits and detailed operating reviews in the quarter ended March 31, 2003 led us to restate our consolidated financial
5
statements for the quarters ended March 31, 2003 and December 31, 2002, and for the fiscal years ended September 30, 2002, 2001, 2000, 1999 and 1998.
The restatement principally related to (i) recording charges in the prior years and quarters to which they relate, rather than in the period such charges were initially identified, (ii) a revision in the method of amortization used to allocate the costs of contracts acquired through our ADT dealer program so that the amortization of such costs better matches the pattern of revenue related to such contracts, (iii) a revision in the method of accounting for amounts reimbursed to us from ADT dealers as part of the ADT dealer program to effectively treat such amounts as an integral part of the purchase of the underlying contracts, and (iv) certain other adjustments regarding charges or credits so as to record them in earlier accounting periods to which they relate. Each of these matters are described further below:
Charges Relating to Prior Years Initially Recorded in Fiscal 2002
As disclosed in Amendment No. 2 to the Company's Form 10-K/A for the fiscal year ended September 30, 2002, the Company identified various adjustments during the fourth quarter of fiscal 2002 relating to prior period financial statements. These adjustments, which aggregated $261.6 million on a pre-tax basis or $199.7 million on an after-tax basis, were recorded effective October 1, 2001. The adjustments primarily were related to reimbursements from ADT dealers in years prior to fiscal 2002 in excess of the costs incurred, a lower net gain on the issuance of TyCom shares previously reported for fiscal 2001 and adjustments identified both as a result of the Phase 2 review and the recording of previously unrecorded audit adjustments (which were more appropriately recorded as expenses as opposed to part of acquisition accounting). The restatement included adjustments to reverse the charges recorded in the first quarter of fiscal 2002 and presented those charges in the historical periods to which they relate.
Charges Relating to Prior Years and Quarters Recorded in the Quarter Ended March 31, 2003
As disclosed in the Company's Form 10-Q/A for the quarter ended March 31, 2003, the Company conducted intensified internal audits and detailed controls and operating reviews that resulted in the Company identifying and recording pre-tax charges of $434.5 million in that quarter for charges related to prior periods. These charges resulted from capitalizing certain selling expenses to property, plant and equipment and other non-current assets, mostly in the Fire and Security Services segment, and reconciliation items relating to balance sheet accounts where certain account analysis or periodic reconciliations were deficient, resulting in adjustments primarily related to the Engineered Products and Services segment. Additionally, charges related to the correction of balances primarily related to corporate pension and deferred compensation accruals, asset reserve adjustments and other accounting adjustments (i.e., purchase price accounting accruals, deferred commissions, accounting related to leases in the Fire and Security Services and Engineered Products and Services segments). The restatement included adjustments to reverse the charges recorded in the quarter ended March 31, 2003 and reflected those charges in the historic periods to which they relate.
Method of Amortizing Contracts and Related Customer Relationships
As described elsewhere in Note 1 to the financial statements appearing in Amendment No. 2 to the Company's Form 10-K/A for the year ended September 30, 2002, the Company purchases
6
residential security monitoring contracts from an external network of independent dealers who operate under the ADT dealer program. The purchase price of these customer contracts is recorded as an intangible asset (i.e., contracts and related customer relationships), which is amortized over the period of the economic benefit expected to be obtained from the customer relationship. Effective January 1, 2003, and as disclosed in the Company's Form 10-Q/A for the quarter ended March 31, 2003, the Company changed its method of accounting for the amortization of the costs of these purchased contracts from the straight-line method to an accelerated method. In addition, the Company revised its estimate of the life of the customer account pool over which the costs of purchased contracts would be amortized from ten years to twelve years. The change in method of accounting was viewed as inseparable from the change in estimated life, and therefore, the pre-tax cumulative effect of this charge of $315.5 million was recorded as an increase in amortization expense effective January 1, 2003. The restatement reversed this previously recorded charge and reflected the accelerated amortization method for all historical periods.
Amounts Reimbursed from ADT Dealers
As described elsewhere in Note 1 to the financial statements appearing in Amendment No. 2 to the Company's Form 10-K/A for the year ended September 30, 2002, the Company incurs costs associated with maintaining and operating its ADT dealer program, including brand advertising costs and due diligence costs relating to contracts offered for sale to the Company under the ADT dealer program. Through the period ended March 31, 2003, dealers paid the Company a non-refundable amount for each of the contracts sold to the Company representing their reimbursement of such dealer program costs. Prior to fiscal 2002, the Company recognized as an expense reduction the entire amount of such reimbursements from dealers. Commencing October 1, 2001, to the extent that the amount of dealer reimbursement exceeded the actual costs incurred by the Company, the excess was recorded as a deferred credit and amortized on a straight-line basis over ten years. As disclosed in the Company's Form 10-Q/A for the quarter ended March 31, 2003, the Company changed its method of accounting for these reimbursements from dealers. Pursuant to a recently issued consensus of the FASB's Emerging Issues Task Force (EITF 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration received from a Vendor"), the consideration received by the Company relating to the non-refundable charge to each dealer for reimbursement of the costs to support the ADT dealer program was presumed to be a reduction in the capitalized intangible asset cost to the Company of acquiring customer contracts. As permitted under EITF 02-16, the Company changed its method of accounting for the amounts received from dealers for reimbursement of the costs to support the ADT dealer program through a cumulative change recorded retroactively to the beginning of the fiscal year. This was reported as a $206.7 million after-tax ($265.5 million pre-tax) charge for the cumulative effect of change in accounting principle in the Consolidated Statement of Operations for the six months ended March 31, 2003, retroactive to October 1, 2002. The impact on the Consolidated Balance Sheets of the cumulative adjustment was a decrease in net intangible assets of $566.8 million and a decrease in liabilities for the previously deferred non-refundable charge to dealers of $301.4 million. The restatement reversed the cumulative effect of the previously recorded change in accounting to report non-refundable dealer reimbursements as a reduction in the capitalized intangible asset cost to the Company of purchasing customer contracts in each prior accounting period to which such purchases relate and changes the classification of the portion of such previous charge that represents an impairment of customer contracts and relationships. This impairment charge ($77.0 million pre-tax) resulted from a further deterioration during the quarter ended March 31, 2003 of future estimated cash
7
flows anticipated from customers primarily in Mexico and certain Latin American countries following the curtailment, and in some instances, the termination of the ADT dealer program in these countries in 2002. This charge is now classified on the fiscal 2003 Consolidated Statement of Operations as an Impairment of Long-Lived Assets.
Other Adjustments
In connection with the decision to reverse the effect of charges relating to prior years and quarters described above, and to record those charges in the fiscal periods to which they relate, the restatement also recorded the following adjustments, representing timing differences between fiscal periods: (i) reduce the revenue ($90.0 million) and gross margin ($53.0 million) recognized on the sale of capacity on the TyCom network recorded in fiscal 2001 and 2002 and reverse the write-off of $55.0 million of remaining accounts receivable relating to such transaction (ii) reverse $166.8 million of income recognized in connection with the settlement of litigation in fiscal 2001, along with the corresponding value assigned to intangible assets, and reverse the subsequent amount of amortization of the intangible asset as well as the amount of loss attributable to that asset upon disposition in fiscal 2002 of the Healthcare business to which the intangible asset related and (iii) reverse $31.6 million of charges originally recorded during the fourth quarter of fiscal 2002 and reflect this charge in the prior quarters and years to which they relate. These charges relate primarily to intercompany profit, capitalized costs, and account reconciliation issues within the Engineered Products and Services segment. The restatement also includes an adjustment to change the classification of a $20.0 million restitution payment from Other income (expense) in continuing operations to Income from discontinued operations of Tyco Capital in the Statement of Operations for the quarter ended December 31, 2002.
The Company also determined that the pre-tax charges of $434.5 million recorded in the quarter ended March 31, 2003 described above should have been greater by $71.5 million. The $71.5 million (which relates primarily to workers' compensation and product and general liability insurance accruals) was previously included in the charges recorded during the quarter ended March 31, 2003, described as Charges Related to Current Period Changes in Estimates below. This amount has been reversed and is reflected as part of the restatement discussed above.
In addition to the charges and adjustments discussed above, the Company also identified previously unrecorded obligations relating to compensation arrangements with L. Dennis Kozlowski, our former Chairman of the Board of Directors and Chief Executive Officer and Mark H. Swartz, a former director and our former Chief Financial Officer, which were funded through split dollar life insurance policies. See Note 17Related Party Transactions in Amendment No. 2 to the Company's annual report on Form 10-K/A for the fiscal year ended September 30, 2002 for further details on these arrangements. The Company's obligations under these arrangements were entered into in recognition of services rendered by these officers in prior fiscal periods and were not contingent upon continuing employment. The Company previously expensed the insurance premiums funded under these arrangements of $7.7 million, and $3.8 million in the years ended September 30, 2002, and 2001, respectively, as well as a lump-sum payment of $24.6 million paid to Mr. Swartz upon his termination in Fiscal 2002. As part of the restatement the Company has accrued $49.3 million and $46.6 million on our consolidated balance sheets as of March 31, 2003 and September 30, 2002, respectively, in connection with these arrangements and reversed the expense for the lump-sum payment recorded in fiscal 2002 related to Mr. Swartz's termination, as it is now recorded in fiscal years 2001 and 2000.
8
In addition, it was determined that the cumulative net deferred tax assets associated with the above charges should have been greater by $116 million as of March 31, 2003 and $300 million as of September 30, 2002. The effect of the tax adjustment on previously reported results of operations is to increase net income from continuing operations and net income by $49.6 million, $103.4 million, $75.0 million and $72.0 million for the fiscal years of 2002, 2001, 2000, and fiscal years preceding 2000, respectively.
The Company believes that the restatement addressed all of the significant accounting issues identified as part of the review of our periodic reports by the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "SEC").
The impact on prior year's Consolidated Statements of Operations and Consolidated Statements of Cash Flows, as a result of the above adjustments, is as follows (in millions, except per share data). The amounts previously reported are derived from the Form 10-Q/A for the quarter ended June 30, 2002 filed on December 30, 2002.
| |
For the Quarter Ended June 30, 2002 |
For the Nine Months Ended June 30, 2002 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Amounts Previously Reported |
As Restated |
Amounts Previously Reported |
As Restated |
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| Statements of Operations: | |||||||||||||||
| Revenues from product sales | $ | 7,388.9 | $ | 7,384.6 | $ | 21,366.5 | $ | 21,290.6 | |||||||
| Service revenue | 1,714.8 | 1,714.8 | 4,927.3 | 4,926.4 | |||||||||||
| Net revenues | 9,103.7 | 9,099.4 | 26,293.8 | 26,217.0 | |||||||||||
| Cost of product sales | 4,913.3 | 4,921.1 | 14,180.2 | 14,160.3 | |||||||||||
| Cost of services | 892.7 | 892.7 | 2,490.2 | 2,490.2 | |||||||||||
| Selling, general and administrative expenses | 1,999.4 | 2,073.2 | 5,851.8 | 5,856.4 | |||||||||||
| Restructuring and other charges (credits), net | 180.4 | 180.4 | 604.1 | 549.1 | |||||||||||
| Charges for impairment of long-lived assets | 239.4 | 125.2 | 2,591.1 | 2,514.9 | |||||||||||
| Goodwill impairment | 844.4 | 844.4 | 844.4 | 844.4 | |||||||||||
| Write-off of purchased in-process research and development | |||||||||||||||