EXHIBIT 99.1
FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS
WE CURRENTLY ARE EXPERIENCING UNCERTAIN ECONOMIC CONDITIONS, WHICH MAKES IT
DIFFICULT TO ESTIMATE GROWTH IN OUR MARKETS AND, AS A RESULT, FUTURE INCOME AND
EXPENDITURES.
Current conditions in the domestic and global economies are extremely uncertain.
As a result, it is difficult to estimate the level of growth for the economy as
a whole. It is even more difficult to estimate growth in various parts of the
economy, including some of the markets in which we participate. Because all
components of our budgeting and forecasting are dependent upon estimates of
growth in the markets we serve, the prevailing economic uncertainty renders
estimates of future income and expenditures even more difficult than usual. As a
result, we may make significant investments and expenditures but never realize
the anticipated benefits, which could affect adversely our results of
operations. The future direction of the overall domestic and global economies
will have a significant impact on our overall performance.
THE SEVERE TELECOMMUNICATIONS SLOWDOWN HAS HAD A NEGATIVE IMPACT ON OUR TELECOM
BUSINESSES AND CONTINUED WEAKNESS COULD FURTHER HURT OUR OPERATIONS.
For more than a year there has been a severe downturn and tightening of capital
markets for the telecommunication, cellular and wireless telephone industry in
general. Additionally, the Competitive Local Exchange Carrier ("CLEC") business
has experienced a severe downturn and many CLECs have ceased operations or have
scaled back operations significantly. This slowdown has had an adverse impact
upon our network support and microwave businesses and continued weakness may
have an adverse impact on the development of the market for our broadband
wireless access products.
IN RESPONSE TO THE SLOWDOWN IN OUR TELECOM BUSINESS, WE HAVE UNDERTAKEN COST
REDUCTIONS WHICH MAY NOT YIELD THE BENEFITS WE EXPECT AND COULD HAVE ADVERSE
EFFECTS ON OUR FUTURE BUSINESS.
In connection with the slowdown in our telecom business, we have undertaken
cost-cutting measures intended to reduce our breakeven level of sales and to
improve our results. Actions include the consolidation of our Microwave
Communications Division's research and development in the United States from
three locations to one location and related reductions in engineering staff and
other cost-reduction actions. We are also implementing cost-cutting programs at
our Network Support Division.
There are risks inherent in our efforts to reduce costs. These include the risk
that we will not be able to reduce expenditures quickly enough and sustain them
at a level necessary to restore profitability to our telecom businesses, and
that we may have to undertake additional cost-cutting measures. In addition,
there is the risk that cost-cutting initiatives will impair our ability to
effectively develop and market products and remain competitive. Each of the
above measures could have a long-term effect on these businesses by reducing our
pool of technical talent, decreasing or slowing improvements in our products,
making it more difficult for us to respond to customers, and limiting our
ability to hire and retain key personnel.
WE DEPEND ON THE U.S. GOVERNMENT FOR A SIGNIFICANT PORTION OF OUR SALES, AND THE
LOSS OF THIS RELATIONSHIP OR A SHIFT IN GOVERNMENT FUNDING COULD HAVE ADVERSE
CONSEQUENCES ON OUR BUSINESS.
Approximately 54 percent of our net sales in fiscal 2002 were to the U.S.
Government. Therefore, any significant disruption or deterioration of our
relationship with the U.S. Government could significantly reduce our revenues.
Our U.S. Government programs must compete with programs managed by other defense
contractors for a limited number of programs and for uncertain levels of
funding. Our competitors continuously engage in efforts to expand their business
relationships with the U.S. Government and likely will continue these efforts in
the future. The U.S. Government may choose to use other contractors for its
limited number of programs. In addition, the funding of government programs also
competes with other non-procurement spending of the U.S. Government. Budget
decisions made by the U.S. Government are outside of our control and have
long-term consequences for our business. A shift in government defense spending
to other programs in which we are not involved, or a reduction in U.S.
Government spending generally, could have adverse consequences on our business.
WE DERIVE A SIGNIFICANT PORTION OF OUR REVENUES FROM INTERNATIONAL SALES AND ARE
SUBJECT TO THE RISKS OF DOING BUSINESS IN FOREIGN COUNTRIES INCLUDING
FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES.
In fiscal 2002, revenues from products exported from the U.S. or manufactured
abroad were 22 percent of our total sales. Approximately 56 percent of our
international business in fiscal 2002 was transacted in local currency
environments.
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Losses resulting from currency rate fluctuations can adversely
affect our results. We expect that international sales will continue to account
for a significant portion of our total sales. As a result, we are subject to
risks of doing business internationally, including:
- currency exchange controls, fluctuations of currency and currency
revaluations,
- the laws, regulations and policies of foreign governments relating to
investments and operations, as well as U.S. laws affecting the
activities of U.S. companies abroad,
- changes in regulatory requirements, including imposition of tariffs or
embargoes, export controls and other trade restrictions,
- uncertainties and restrictions concerning the availability of funding,
credit or guarantees,
- the difficulty of managing an organization doing business in many
countries,
- import and export licensing requirements and regulations,
- taxes,
- uncertainties as to local laws and enforcement of contract and
intellectual property rights and occasional requirements for onerous
contract clauses, and
- rapid changes in government, economic and political policies,
political or civil unrest or the threat of international boycotts or
U.S. anti-boycott legislation.
While these factors or the impact of these factors are difficult to predict, any
one or more of them could adversely affect our operations in the future.
THE FAIR VALUES OF OUR PORTFOLIO OF PASSIVE INVESTMENTS ARE SUBJECT TO
SIGNIFICANT PRICE VOLATILITY OR EROSION.
We maintain portfolio holdings of various issuers and types of securities. These
securities generally are classified as available-for-sale and, consequently, are
recorded on our balance sheet at fair value. Part of our portfolio includes
minority equity investments in several publicly-traded companies. Because the
majority of these securities represent investments in technology companies, the
fair market values of these securities are subject to significant price
volatility and, in general, suffered a significant decline during fiscal 2002.
In addition, the realizable value of these securities is subject to market and
other conditions. We also have invested in numerous privately held companies,
many of which still can be considered in the start-up or developmental stages.
These investments are illiquid and are inherently risky as the markets for the
technologies or products they have under development are typically in the early
stages and may never materialize. We could lose our entire investment in these
companies.
OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO DEVELOP NEW PRODUCTS THAT
ACHIEVE MARKET ACCEPTANCE.
Both our commercial and government businesses are characterized by rapidly
changing technologies and evolving industry standards. Accordingly, our future
performance depends on a number of factors, including our ability to:
- identify emerging technological trends in our target markets,
- develop and maintain competitive products,
- enhance our products by adding innovative features that differentiate
our products from those of our competitors, and
- manufacture and bring cost-effective products to market quickly.
We believe that, in order to remain competitive in the future, we will need to
continue to develop new products, which will require the investment of
significant financial resources in new product development. The need to make
these expenditures could divert our attention and resources from other projects,
and we cannot be sure that these expenditures
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ultimately will lead to the timely development of new products. Due to the
design complexity of some of our products, we may experience delays in
completing development and introducing new products in the future. Any delays
could result in increased costs of development or redirect resources from other
projects. In addition, we cannot provide assurances that the markets for our
products, especially our broadband wireless access products, will develop as we
currently anticipate. The failure of our products to gain market acceptance
could reduce significantly our revenues and harm our business. Furthermore, we
cannot be sure that our competitors will not develop competing products that
gain market acceptance in advance of our products or that our competitors will
not develop new products that cause our existing products to become obsolete. If
we fail in our new product development efforts or our products fail to achieve
market acceptance more rapidly than those of our competitors, our revenues will
decline and our business, financial condition and results of operations will be
adversely affected.
WE CANNOT PREDICT THE CONSEQUENCES OF FUTURE TERRORIST ACTIVITIES, BUT THEY MAY
AFFECT ADVERSELY THE MARKETS IN WHICH WE OPERATE, OUR ABILITY TO INSURE AGAINST
RISKS, OUR OPERATIONS OR OUR PROFITABILITY.
The terrorist attacks in the United States on September 11, 2001, as well as the
U.S.-led response and the potential for future terrorist activities, have
created economic and political uncertainties that could have a material adverse
effect on our business and the prices of our securities. These matters have
caused uncertainty in the world's financial and insurance markets and may
increase significantly the political, economic and social instability in the
geographic areas in which we operate. These matters also have caused the
premiums charged for our insurance coverages to increase and may cause some
coverages to be unavailable altogether. While our government businesses have
benefited from the War on Terrorism these developments may affect adversely our
business and profitability and the prices of our securities in ways that we
cannot predict at this time.
WE HAVE MADE, AND MAY CONTINUE TO MAKE, STRATEGIC ACQUISITIONS THAT INVOLVE
SIGNIFICANT RISKS AND UNCERTAINTIES.
We have made, and we may continue to make, strategic acquisitions that involve
significant risks and uncertainties. These risks and uncertainties include:
- the difficulty in integrating newly-acquired businesses and operations
in an efficient and cost-effective manner and the risk that we
encounter significant unanticipated costs or other problems associated
with integration,
- the challenges in achieving strategic objectives, cost savings and
other benefits expected from acquisitions,
- the risk that our markets do not evolve as anticipated and that the
technologies acquired do not prove to be those needed to be successful
in those markets,
- the risk that we assume significant liabilities that exceed the
limitations of any applicable indemnification provisions or the
financial resources of any indemnifying parties,
- the potential loss of key employees of the acquired businesses, and
- the risk of diverting the attention of senior management from our
existing operations.
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WE DEPEND SIGNIFICANTLY ON OUR GOVERNMENT CONTRACTS, WHICH ARE ONLY PARTIALLY
FUNDED, SUBJECT TO IMMEDIATE TERMINATION, AND HEAVILY REGULATED AND AUDITED. THE
TERMINATION OR FAILURE TO FUND ONE OR MORE OF THESE CONTRACTS COULD HAVE AN
ADVERSE IMPACT ON OUR BUSINESS.
Over its lifetime, a government program may be implemented by the award of many
different individual contracts and subcontracts. The funding of government
programs in the United States is subject to Congressional appropriations.
Although multi-year contracts may be authorized in connection with major
procurements, Congress generally appropriates funds on a fiscal year basis even
though a program may continue for several years. Consequently, programs often
receive only partial funding initially, and additional funds are committed only
as Congress makes further appropriations. The termination of funding for a
government program would result in a loss of anticipated future revenues
attributable to that program. That could have an adverse impact on our
operations. In addition, the termination of a program or the failure to commit
additional funds to a program that already has been started could result in lost
revenue.
Generally, government contracts are subject to oversight audits by government
representatives. In addition, the contracts generally contain provisions
permitting termination, in whole or in part, without prior notice at the
government's convenience upon the payment of compensation only for work done and
commitments made at the time of termination. We can give no assurance that one
or more of our government contracts will not be terminated under these
circumstances. Also, we can give no assurance that we would be able to procure
new government contracts to offset the revenues lost as a result of any
termination of our government contracts. Because a significant portion of our
revenues are dependent on our procurement, performance and payment under our
government contracts, the loss of one or more large contracts could have an
adverse impact on our financial condition.
Our government business also is subject to specific procurement regulations and
a variety of socioeconomic and other requirements. These requirements, although
customary in government contracts, increase our performance and compliance
costs. These costs might increase in the future, thereby reducing our margins,
which could have an adverse effect on our financial condition. Failure to comply
with these regulations and requirements could lead to suspension or debarment
from government contracting or subcontracting for a period of time. Among the
causes for debarment are violations of various statutes, including those related
to procurement integrity, export control, government security regulations,
employment practices, protection of the environment, accuracy of records and
recording of costs. The termination of a government contract or relationship as
a result of any of these acts would have an adverse impact on our operations and
could have an adverse effect on our reputation and ability to procure other
government contracts in the future. We currently are cooperating with certain
government representatives in investigations relating to potential violations of
foreign corrupt practices, export controls and other laws. No assurance can be
given that the outcome of these investigations will not have a material adverse
effect on our financial condition or our business as a whole.
WE ENTER INTO FIXED-PRICE CONTRACTS THAT COULD SUBJECT US TO LOSSES IN THE EVENT
THAT WE HAVE COST OVERRUNS.
Sometimes, we enter into contracts on a firm, fixed-price basis. During fiscal
2002 approximately 33 percent of our total Government Communications Systems and
RF Communications segments' sales were from fixed-price contracts. This allows
us to benefit from cost savings, but it carries the burden of potential cost
overruns since we assume all of the cost risk. If our initial estimates are
incorrect, we can lose money on these contracts. Government contracts can expose
us to potentially large losses because the government can compel us to complete
a project or, in certain circumstances, pay the entire cost of its replacement
by another provider regardless of the size or foreseeability of any cost
overruns that occur over the life of the contract. Because many of these
projects involve new technologies and applications and can last for years,
unforeseen events, such as technological difficulties, fluctuations in the price
of raw materials, problems with other contractors and cost overruns, can result
in the contractual price becoming less favorable or even unprofitable to us over
time. Furthermore, if we do not meet project deadlines or specifications, we may
need to renegotiate contracts on less favorable terms, be forced to pay
penalties or liquidated damages or suffer major losses if the customer exercises
its right to terminate. In addition, some of our contracts have provisions
relating to cost controls and audit rights, and if we fail to meet the terms
specified in those contracts we may not realize their full benefits. Our results
of operations are dependent on our ability to maximize our earnings from our
contracts. Lower earnings caused by cost overruns and cost controls would have
an adverse impact on our financial results.
THIRD PARTIES HAVE CLAIMED IN THE PAST AND MAY CLAIM IN THE FUTURE THAT WE ARE
INFRINGING THEIR INTELLECTUAL PROPERTY, AND WE COULD SUFFER SIGNIFICANT
LITIGATION OR LICENSING EXPENSES OR BE PREVENTED FROM SELLING PRODUCTS.
Third parties have claimed in the past and may claim in the future that we are
infringing their intellectual property rights, and we may be found to infringe
those intellectual property rights. While we do not believe that any of our
products
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infringe the valid intellectual property rights of third parties, we
may be unaware of intellectual property rights of others that may cover some of
our technology, products and services.
Any litigation regarding patents or other intellectual property could be costly
and time-consuming and could divert our management and key personnel from our
business operations. The complexity of the technology involved and the
uncertainty of intellectual property litigation increase these risks. Claims of
intellectual property infringement might also require us to enter into costly
royalty or license agreements. Moreover, we may not be able to obtain royalty or
license agreements on terms acceptable to us, or at all. We also may be subject
to significant damages or injunctions against development and sale of certain of
our products.
We often rely on licenses of intellectual property useful for our businesses. We
cannot provide assurances that these licenses will be available in the future on
favorable terms or at all.
THIRD PARTIES MAY INFRINGE OUR INTELLECTUAL PROPERTY, AND WE MAY EXPEND
SIGNIFICANT RESOURCES ENFORCING OUR RIGHTS OR SUFFER COMPETITIVE INJURY.
Our success depends in large part on our proprietary technology. We rely on a
combination of patents, copyrights, trademarks, trade secrets, confidentiality
provisions and licensing arrangements to establish and protect our proprietary
rights. If we fail to successfully enforce our intellectual property rights, our
competitive position could suffer, which could harm our financial condition.
Our pending patent and trademark registration applications may not be allowed,
or competitors may challenge the validity or scope of these patents or trademark
registrations. In addition, our patents may not provide us a significant
competitive advantage.
We may be required to spend significant resources to monitor and police our
intellectual property rights. We may not be able to detect infringement and our
competitive position may be harmed before we do so. In addition, competitors may
design around our technology or develop competing technologies. Intellectual
property rights may also be unavailable or limited in some foreign countries,
which could make it easier for competitors to capture market share.
THE OUTCOME OF LITIGATION IN WHICH WE HAVE BEEN NAMED AS A DEFENDANT IS
UNPREDICTABLE AND AN ADVERSE DECISION IN ANY SUCH MATTER COULD HAVE A MATERIAL
ADVERSE AFFECT ON OUR FINANCIAL POSITION AND RESULTS OF OPERATIONS.
We are defendants in a number of litigation matters. These claims may divert
financial and management resources that would otherwise be used to benefit our
operations. Although we believe that we have meritorious defenses to the claims
made in each and all of the litigation matters to which we have been named a
party, and intend to contest each lawsuit vigorously, no assurances can be given
that the results of these matters will be favorable to us. An adverse resolution
of any of these lawsuits could have a material adverse affect on our financial
position.
WE ARE SUBJECT TO CUSTOMER DEMAND FOR FINANCING AND CUSTOMER CREDIT RISK.
The competitive environment in which we operate historically has required us,
and many of our principal competitors, to provide medium-term and long-term
customer financing. Customer financing arrangements may include all or a portion
of the purchase price for our products and services, as well as working capital.
We also may assist customers in obtaining financing from banks and other
sources. Our success for some of our businesses may be dependent, in part, upon
our ability to provide customer financing on competitive terms. While we
generally have been able to place a portion of our customer financings with
third-party lenders or to otherwise insure a portion of this risk, a portion of
these financings is provided directly by us. There can be higher risks
associated with some of these financings, particularly when provided to start-up
operations such as local network providers, to customers in developing countries
or to customers in specific financing-intensive areas of the telecommunications
industry. If customers fail to meet their obligations, losses could be incurred
and such losses could have an adverse effect on us. Our losses could be much
greater if it becomes more difficult to place or insure against these risks with
third parties. This also may put us at a competitive disadvantage to competitors
with greater financial resources. We have various programs in place to monitor
and mitigate customer credit risk; however, we cannot assure you that such
measures will be effective in reducing our exposure to our customers' credit
risk. Continued weakness in the general economy, and the telecommunications
industry in particular, may result in increased defaults by customers and
increased losses.
WE OPERATE IN HIGHLY COMPETITIVE BUSINESSES.
We operate in highly competitive businesses that are sensitive to technological
advances. Although successful product and systems development is not dependent
necessarily on substantial financial resources, some of our competitors in each
of our businesses are larger and can maintain higher levels of expenditures for
research and development than we
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can. Our competitors in our commercial communications businesses include large
multinational communications companies, as well as smaller companies with
developing technology expertise. Our competitors for U.S. Government contracts
typically are large, technically competent firms with substantial assets. We
concentrate in each of our businesses on the market opportunities that we
believe are compatible with our resources, overall technological capabilities
and objectives. Principal competitive factors in these businesses are
cost-effectiveness, product quality and reliability, technological capabilities,
service, ability to meet delivery schedules and the effectiveness of dealers in
international areas. We cannot assure you that we will be able to compete
successfully against our current or future competitors or that the competitive
pressures that we face will not result in reduced revenues and market share.
WE DEPEND ON THE RECRUITMENT AND RETENTION OF QUALIFIED PERSONNEL, AND OUR
FAILURE TO ATTRACT AND RETAIN SUCH PERSONNEL COULD AFFECT ADVERSELY OUR
BUSINESS.
Due to the specialized nature of some of our businesses, our future performance
is dependent upon the continued services of our executive officers and key
engineering personnel. Our prospects depend upon our ability to attract and
retain qualified engineering, manufacturing, marketing, sales and management
personnel for our operations. Competition for personnel, particularly people
with key technology skills, is intense, and we may not be successful in
attracting or retaining qualified personnel. Our failure to successfully compete
for these personnel or the cost of competing for these personnel could seriously
harm our business, results of operations and financial condition.
ACCOUNTING ESTIMATES IMPACT OUR FINANCIAL REPORTING.
In preparing our financial statements and accounting for the underlying
transactions and balances, we apply our accounting policies as disclosed in the
Notes to Financial Statements contained in our Fiscal 2002 Form 10-K. The
application of certain of these policies places significant demands on our
judgment, with financial reporting results relying on estimates about the effect
of matters that are inherently uncertain. Preparation of our financial
statements requires us to make estimates and assumptions that affect the
reported amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of our financial statements and the reported amounts of
revenue and expenses during the reporting period. Critical accounting estimates
are those that require application of management's most difficult, subjective,
or complex judgments, often as a result of matters that are inherently uncertain
and may change in subsequent periods. Critical accounting estimates for us
include: (i) revenue recognition on long-term contracts and estimates, (ii)
provisions for excess and obsolete inventory losses, (iii) allowance for
doubtful accounts and credit losses for accounts and finance receivables, (iv)
valuation of marketable securities and strategic investments, and (v) impairment
testing of goodwill and other acquired intangible assets. Actual results may
vary from those estimates.
For example, standard "percentage of completion" accounting for multi-year
contracts requires us to make estimates about future expenses associated with
those contracts. These estimates, including changes we make in these estimates,
affect current reported results. In addition, our financial results and our
financial condition in subsequent periods are affected by positive and negative
variances between our estimates and actual income and expense items recognized
in those periods. We regularly evaluate these estimates and make changes based
upon developments during a reporting period.
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