NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(in thousands, except per share data)The following table displays all stock option activity, including stock options granted to all employees and theStock Option Agreements.<strong>2001</strong> 2000 1999Weighted Weighted WeightedAverage Average AverageOptions Exercise Options Exercise Options Exercise(000’s) Price (000’s) Price (000’s) PriceOutstanding at beginning of year 1,001 $ 8.27 1,205 $ 7.71 688 $ 12.56Granted 584 13.33 406 8.40 742 3.31Exercised (81) 2.55 (461) 7.30 – –Canceled (296) 8.88 (149) 5.59 (225) 7.97Outstanding at end of year 1,208 $ 10.95 1,001 $ 8.27 1,205 $ 7.71Weighted average fair value ofoptions granted during the period $ 7.00 $ 4.39 $ 1.06The following table summarizes information about options outstanding at September 30, <strong>2001</strong>:Weighted Outstanding ExercisableOutstanding Average Weighted Exercisable WeightedRange of as of 9/30/01 Remaining Average as of 9/30/01 AverageExercise Prices (000’s) Contractual Life Exercise Price (000’s) Exercise Price$1.56 - 3.75 291 5.17 $ 3.23 200 $ 3.464.25 - 10.05 252 5.97 8.37 40 9.4910.06 - 15.25 321 4.85 11.89 137 12.0917.50 - 39.00 344 4.69 18.48 132 19.731,208 5.11 $ 10.95 509 $ 10.47At September 30, <strong>2001</strong>, the Company has reserved2,350,000 shares of Common Stock, of which 1,470,133are available for issuance in connection with the Plan.Pro forma information regarding net income andearnings per share is required by Statement of FinancialAccounting Standard No. 123, which also requires that theinformation be determined as if the Company had accountedfor its options granted subsequent to October 1, 1995,under the fair value method of that Statement. The fairvalue of options was estimated at the date of grant usinga Black-Scholes stock option pricing model with the followingweighted-average assumptions for <strong>2001</strong>, 2000 and1999: risk-free interest rate of 6.0%; a weighted-averageexpected life of the options of four years; and no dividendyield. For the volatility factor of the expected marketprice of the common stock, the weighted average assumptionsof 60%, 60% and 35% were used for <strong>2001</strong>, 2000 and1999, respectively.The Black-Scholes stock option valuation model wasdeveloped for use in estimating the fair value of tradedoptions which have no vesting restrictions and are fullytransferable. In addition, stock option valuation modelsrequire the input of highly subjective assumptionsincluding the expected stock price volatility. Because the30 TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(in thousands, except per share data)Company’s employee stock options have characteristicssignificantly different from those of traded options, andbecause changes in the subjective input assumptions canmaterially affect the fair value estimate, in management’sopinion, the existing models do not necessarily provide areliable single measure of the fair value of its employeestock options.For purposes of pro forma disclosures, the estimatedfair value of the options is amortized to expense overthe options’ vesting period. The Company’s pro formainformation follows:<strong>2001</strong> 2000 1999Pro forma netearnings (loss) applicableto common shares $ 10,587 $ (7,102) $ (12,002)Pro forma basicearnings (loss)per common share $ 0.83 $ (0.58) $ (1.34)Pro forma dilutedearnings (loss)per common share $ 0.82 $ (0.58) $ (1.34)13. EARNINGS PER SHAREBasic and diluted net income (loss) per common shareare computed based upon the weighted-average numberof shares of common stock outstanding. Common sharesissuable upon the exercise of options, warrants andredeemable preferred stock are not included in the pershare calculations if the effect of their inclusion wouldbe anti-dilutive.Following is a reconciliation of the weighted averagenumber of common shares outstanding for the basic anddiluted earnings per share computation:Year Ended September 30 <strong>2001</strong> 2000Weighted average number of commonshares outstandingBasic 12,748,677 12,183,022Effect of dilutivestock options 212,830 –Diluted 12,961,507 12,183,02214. MAJOR CUSTOMERSFor the year ended September 30, <strong>2001</strong>, the Companyderived approximately $69,235 (68%) of its total revenuesfrom one customer, Radiomovil Dipsa (Telcel) Mexico.As of September 30, <strong>2001</strong>, $1,630 was included in accountsreceivable from Telcel.For the year ended September 30, 2000, the Companyderived approximately $6,070 (15%) of its total revenuesfrom one customer, Tricom, Inc. As of September 30, 2000,$72 was included in accounts receivable from Tricom, Inc.For the year ended September 30, 1999, the Companyderived approximately $4,422 (12%) and $6,840 (18%) ofits total revenues from two customers, Tricom, Inc. andRadiomovil S.A., respectively. As of September 30, 1999,$2.2 million was included in accounts receivable fromRadiomovil, S.A.15. EXPORT SALESExport sales were approximately $79,340, $23,305, and$21,073 for the years ended September 30, <strong>2001</strong>, 2000,and 1999, respectively. Export sales were primarily to theCaribbean and Latin American (CALA) and European,Middle Eastern, and African (EMEA) regions during theyears ended September 30, <strong>2001</strong>, 2000 and 1999.16. CONTINGENCIESThe Company is involved in various legal proceedingsthat arise in the ordinary course of its business. While anylitigation contains an element of uncertainty, based uponthe opinion of the Company’s counsel, managementbelieves that the outcome of such proceedings will nothave a material adverse effect on the Company’s consolidatedresults of operations or financial position.17. EMPLOYEE BENEFIT PLANThe Company sponsors a defined contribution plan undersection 401(k) of the Internal Revenue Code. The plancovers substantially all employees of the Company.The Company may match employee contributions ona discretionary basis. There were no amounts chargedagainst operations related to the Company’s match for theyears ended September 30, <strong>2001</strong>, 2000, and 1999.TELULAR CORPORATION31