UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended September 27, 2003 or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _____ to _______ COMMISSION FILE NUMBER 0-22632 ------------------------------ ASANTE TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Delaware 77-0200286 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 821 Fox Lane San Jose, California 95131 (Address of principal executive offices) Registrant's telephone number, including area code: (408) 435-8388 ------------------------------ Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share ------------------------------ 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 as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days. YES _X_ NO ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's 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. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of the Common Stock on February 12, 2004, as reported on the OTC (Over-the-Counter) Bulletin Board, was approximately $499,426. Shares of Common Stock held by officers and directors and their affiliated entities and related persons have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. Indicated by check mark whether the Registrant is an accelerated filler (as defined in Exchange Act Rule 12b-21). Yes____ No_X__ As of February 12, 2004, the Registrant had 10,163,302 shares of Common Stock outstanding. ------------------------------ TABLE OF CONTENTS Page of Report PART I....................................................................................2 ITEM 1. BUSINESS..........................................................2 ITEM 2. PROPERTIES.......................................................13 ITEM 3. LEGAL PROCEEDINGS................................................14 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............14 PART II..................................................................................15 ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS..............................................15 ITEM 6. SELECTED FINANCIAL DATA..........................................16 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............................17 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.............................................................29 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................30 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..............................52 ITEM 9A. CONTROLS AND PROCEDURES..........................................52 PART III.................................................................................54 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...............54 ITEM 11. EXECUTIVE COMPENSATION...........................................61 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.......................65 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................67 PART IV..................................................................................68 ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES...........................68 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.........................................................68 SIGNATURES...............................................................................71 i Explanatory Note On January 5, 2004, the Company filed an amendment to its Annual Report on Form 10-K (the "Form 10-K/A") for the fiscal year ended September 28, 2002 with the Securities and Exchange Commission (the "SEC"). The Form 10-K/A includes restated financial statements of Asante Technologies, Inc. as of September 28, 2002 and September 29, 2001 and for each of the three fiscal years in the period ended September 28, 2002. For additional information regarding the restatement, the reader should refer to the Form 10-K/A filed with the SEC. Asante, FriendlyNET, IntraCore, IntraStack, IntraSwitch, NetStacker, AsanteTalk, AsantePrint, FriendlyStack, AsanteFAST, GigaNix, and OpenView are registered trademarks of Asante Technologies, Inc. Other product and brand names may be trademarks or registered trademarks of their respective owners. This discussion, other than the historical financial information, may consist of forward-looking statements that involve risks and uncertainties, including quarterly and yearly fluctuations in results, the timely availability of new products, the impact of competitive products and pricing, and the other risks detailed from time to time in the Company's SEC reports, including this report. These forward-looking statements speak only as of the date hereof and should not be given undue reliance. Actual results may vary materially from those projected. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Some of the statements contained in this Annual Report on Form 10-K are forward-looking statements, including but not limited to those specifically identified as such, that involve risks and uncertainties. The statements contained in the Report on Form 10-K that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. All forward looking statements included in this Report on Form 10-K are based on information available to us on the date hereof and we assume no obligation to update any such forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," plans" "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither any other person nor we assume responsibility for the accuracy and completeness of such statements. Important factors that may cause actual results to differ from expectations include those discussed in "Factors Affecting Future Operating Results" beginning on page 23 in this document. PART I ITEM 1. BUSINESS Recent Acquisition Information On June 13, 2003, the Company entered into an Agreement and Plan of Merger with Oblique, Inc. ("Oblique") (the "Merger Agreement"), pursuant to which Asante would be merged with and into Oblique, with Oblique being the surviving corporation (the "Merger"). The Merger was conditioned upon, among other things, approval by holders of Asante capital stock. The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which was filed with the SEC in June. On June 13, 2003, Asante issued a press release, which was filed on June 23, 2003, with the Securities and Exchange Commission, announcing the execution of the Merger Agreement. On September 13, 2003, the Company terminated its Merger Agreement with Oblique, Inc., and entered into a Letter of Intent with Acorn Campus, a venture capital company. The offer by Acorn Campus was superior to the offer from Oblique, and contained proven financing. However, without apparent cause, or reason, Acorn sent a letter to Management on November 18, 2003, informing the Company of its intent to withdraw its offer. Management is reviewing its alternatives, including pursuing legal action against Acorn Campus for breach of contract. Subsequent to the Company's fiscal year end, on December 18, 2003, the Company signed a Letter of Intent with UNETEK, for the private investment of funds with the Company for approximately $3.0 million. Additionally, on December 23, 2003, the Company entered into a new, non-binding, Letter of Intent to merge with Oblique, Inc. The Merger is conditioned upon, among other things, an expedited due diligence period, and several other factors, including an expedited process to arrive at a Definitive Merger Agreement with certain minimum acceptable terms including a bridge funding of approximately $1.0 million. The Company plans on proceeding with only one of these transactions, however, and the Board of Directors is currently evaluating each of these proposals. Overview Founded in 1988, Asante Technologies, Inc. ("Asante" or the "Company") is a leading provider of network solutions for small and medium-sized enterprises (SME) and home offices (SOHO). The Company believes that it has been one of the largest third-party providers of networking solutions for the Apple Macintosh platform. 2 Asante's products are designed primarily for Ethernet local area networks (LAN). Over the years, the speed of Ethernet has increased by 100X to 1000 Mbps. The Company's key products are designed to function at speeds of 10/100/1000 Mbps to maintain backwards compatibility with earlier Ethernet standards plus the newer Gigabit Ethernet standard. Another key technology, wireless LAN, is playing a larger role in connecting computers and peripherals in the home and small businesses. Through 1993, the most pervasive standard was the 11 Mbps 802.11b standard established by the IEEE committee. As new wireless standards for higher speeds, security and management become ratified, the Company expects customers to migrate some network connections from Ethernet to variations of wireless 802.11. In Fiscal 2003, the high-tech industry's networking sector continued to face a significant slowdown in sales. This market-wide reduction in demand caused prices to drop significantly as certain manufacturers attempted to reduce their inventory levels at the expense of margins. Since the Company sells to many of the same distributors and resellers, this price erosion has significantly impacted the Company's business. As the industry outlook improves, Asante anticipates many new business opportunities that will leverage the Company's historical strengths. These include: o Increasing demand for digital content (including information, graphics, photos, video, music and voice) o Dramatic growth in storage and communications requirements as projects move from CDs (with a capacity of 550-700 MB) to DVDs (4700-8500 MB) o Continued growth in broadband Internet access o Emerging use of Ethernet in new technologies in the office (printers, storage) and home (consumer electronics, including game consoles and personal video recorders) As these technologies evolve, Asante's strategy is to capitalize on these trends with a comprehensive product and service portfolio. The combination of innovative technologies, strategic sales channels, and major account partnerships provide the optimal environment for Asante's plans in the growing SOHO and SME markets. Innovative Technologies In fiscal 2003, Asante began to see the return on its long-term investment in multi-service networks to support converged, high-speed data, voice and video networks. Major accounts began taking delivery on the company's Gigabit Ethernet switches, adapters and routers. During the year, the Company's IntraCore and FriendlyNET products received over a dozen favorable reviews by industry analysts and publications. 3 Industry analysts anticipate a resurgence in the market for Ethernet and wireless networking products. In January 2004, the Dell `Oro Group's Ethernet Switch Market forecasted a 7% increase in the Ethernet switch market for 2004 and single-digit revenue growth through 2008 as the economy improves and IT managers demand cost-effective new products. The widespread availability of 802.11 wireless adapters, access points, routers and notebook computers were the driving forces in this market. In-Stat/MDR estimated a $1.7B market in 2003, up 140% from 2002. As Asante builds momentum in this segment, analysts caution, "rapid price erosion is still a critical factor in revenue growth within this market." Dell `Oro expects the wireless LAN market in 2004 will grow to $2.2B. The Enterprise Wireless LAN segment is a driving force, with a 20% CAGR and $1B revenues forecasted in 2008. The proliferation of broadband technologies, combined with the availability of affordable, feature-rich networking products, has influenced both commercial and residential real estate and building developers to incorporate networking and broadband infrastructure equipment at the developmental stage of new construction. The Company's technology development group spends substantial resources integrating many advanced features into its products to differentiate its products and to offer features similar to those of larger networking corporations. The Company pioneered integration of Internet technology into its network products. The Company continues to incorporate these technologies into its managed switches and Internet access products. The market for Internet gateways continues to grow rapidly as home and small business users migrate to broadband Internet. Factors driving this market include home networking, awareness and digital content. In-Stat/MDR forecasted an overall annual growth rate of 15.5% with units topping 880 million in 2007 for all Internet access devices. Based on its technological expertise, the Company is well positioned to take advantage of growing markets for all-in-one products to answer the needs of the converged network for homes and small businesses. Additionally, the Company's products are differentiated through its strong software expertise. Strategic Sales Channels Through expansion of its international distribution channels and a major corporate effort to meet the needs of emerging Internet consumers, Asante expects to grow its sales through strategic partners and businesses that sell products and services on the Internet, while continuing to service traditional retail channels that provide revenue and profit opportunities. In fiscal 2003, the Company expanded its Value Added Reseller (VAR) program aimed at attracting additional resellers to carry the Company's products--focusing on the Company's IntraCore products and SOHO products by adding service to the more significant VARs while ensuring that this new level of VARs can offer the service and technical support that many of the Company's end user customers need. The Company anticipates adding more IntraCore VARs specializing in the Company's key focus markets: education, MTU/MDU, digital design and Internet Service Providers (ISPs). 4 Strategic Partnerships In fiscal 2003, the Company successfully continued its process of seeking strategic partnerships designed to place the Company in a leadership position in several areas. The Company continued its relationship with Apple Computer, Inc., National Semiconductor, Broadcom, SwitchCore and other technology partners. Asante expects to continue its technology innovations with new networking products being added to the Company's sales channels. In addition, the Company is focusing its efforts on certain strategic business and technical relationships to increase its strength and presence in the market and to continue to introduce cutting-edge technologies. Products Asante offers a range of products from simple, personal connectivity to sophisticated, enterprise-grade network management. The FriendlyNET brand is targeted at consumers, home businesses and small business users. Each product is optimized to deliver outstanding value with minimal complexities. The FriendlyNET family includes network adapters, routers, hubs and switches for Fast Ethernet (10/100 Mbps) and Gigabit Ethernet (1000 Mbps). The IntraCore family consists of enterprise-grade Gigabit Ethernet switches that support Layer 2, Layer 3 and Layer 4 switching and routing. Gigabit Ethernet Switches During FY 2003, Asante focused on delivering a comprehensive Gigabit Ethernet solution for a wide range of its customers. Anchored by the Company's flagship IntraCore 35516 Series of Layer 2/3/4 switches, Asante completed its aggressive plans to deliver a complete product offering. At the core, the Company designed and shipped a powerful Layer 2/3/4 switch that delivers advanced routing and quality of service (QoS) features to swiftly move data, voice and video at speeds up to 1000 Mbps. Multi-layer packet classification and advanced routing algorithms deliver information quickly and efficiently. By segmenting a large network into multiple subnets, broadcast traffic can be contained while limiting the security footprint. Customers looking for campus-wide deployment found the IntraCore platform secure, cost-effective and complete. Beyond the core, the Company's IntraCore 35160 Series of Layer 2 switches are the workhorse in numerous corporations and campuses. Replacing the lower-density IC35120 with the 16-port IC35160, Asante provided a powerful switch family that allowed Information Technology (IT) managers to drive Gigabit technologies to workgroups, servers and some desktops. The integrated simple network management protocol (SNMP) combined with web and Telnet services provide a wide range of administration and oversight capabilities. Key features include 5 jumbo frame support to efficiently move large amounts of data, virtual LAN (VLAN) support plus redundant power supply option. For more cost-sensitive users with smaller networks, the Company's unmanaged FriendlyNET GX5 Series switches are a good complement to the managed IntraCore switches. The eight models in this family span the spectrum from 2 ports to 24 ports of Gigabit Ethernet. Asante's GigaNIX adapters for computers using the Windows, Macintosh and Linux operating systems provide the necessary interface to existing servers and desktop computers. In a move to make high-end features more accessible to value-oriented users, future GX5 models will offer simplified configuration using any standard web browser. Wireless Internet Gateways and Adapters With the rapid acceptance of wireless networking in home and small businesses, Asante has introduced a number of products to seamlessly integrate wireless networks with wired networks. The Company's AeroLAN adapters conform to standard IEEE 802.11 standards for wireless networking. Earlier products used the 802.11b standard with bandwidth up to 11 Mbps; later models introduced in late 2003 were compatible with 802.11b and the newer 802.11g (54 Mbps) standards. The Company anticipates expanding its wireless product portfolio with enterprise-grade wireless LAN access points and switches. Some of the Company's current IntraCore switches may be upgraded to provide 802.1X RADIUS authentication, an enhanced security for wireless clients. Internet Gateway Products (Routers) The Company's FriendlyNET routers are designed for SOHO users who share a single broadband connection among others in the same home or small office. Asante has several routers, ranging from low-cost, entry-level to more sophisticated units with virtual private network (VPN) and wireless capabilities. Additional products with support for IEEE 802.11 wireless standards are planned for release during 2004. Personal Connectivity Products In addition to Fast Ethernet and Gigabit Ethernet, the Company also offers personal connectivity products that utilize the Universal Serial Bus (USB) specification. Moving data at speeds ranging from 12 Mbps to 480 Mbps, these desktop devices frequently connect a mouse, keyboard, video camera, digital camera or memory card reader to a single desktop. Asante offers USB 2.0-compliant hubs, adapters and digital memory card readers for Windows and Macintosh users. 6 Technology The Company's core strengths are attributed to its early dominance in the Ethernet local area networking industry. By engineering custom chips, firmware, software, and systems, Asante was able to bring feature-rich products to market sooner than others. The Company differentiates its products with advanced features, enhanced usability, personalized technical support and an established sales channel. By seeking technical and manufacturing partners, Asante is able to focus on product design and development. In the coming year, the Company expects to grow its IntraCore line with higher-density Gigabit Ethernet switches, security routers, and enterprise-class wireless solutions. Marketing and Distribution The Company markets its products in three main channels: first, through a two tier distribution channel which sells primarily to commercial and corporate users; second, the Company sells to a significant number of educational institutions; and third, through a number of Original Equipment Manufacturer (OEM) customers and several large corporate customers. Asante's major distributors are leading wholesale distributors of computer products in North America. To supplement the efforts of these distributors overseas, the Company has appointed international distributors for specific territories. All of the Company's distributors are generally appointed on a non-exclusive basis, however, the Company has appointed a master distributor in China on an exclusive basis in order to build the Company's channel in China. Fulfillment of products to e-commerce customers are typically handled through the Company's distribution channel, or directly from the Company to customers within the United States. From time to time, the Company pursues OEM opportunities which it believes make sense based on the Company's current business plan. These relationships may typically cause fluctuations in the Company's business based on the Company's ability to locate, or maintain various OEM opportunities and the ability of the Company to offer cutting edge, cost effective technology of interest to its OEM customers. The Company will continue to focus resources on obtaining additional, cost effective agreements with larger OEM customers, although there can be no assurance that such agreements will be obtained. OEM sales were fairly flat in fiscal 2003, compared to fiscal 2002. International sales, primarily to customers in Europe, Canada and Asia Pacific, accounted for approximately 18%, 20%, and 23% of the Company's net sales in fiscal years 2003, 2002, and 2001, respectively. From fiscal 2002 to fiscal 2003, the Company experienced reduced sales in all three geographic regions due to the economic downturn affecting a large portion of the world economy. Of these decreases the greatest impact was in Europe where sales declined approximately 34% due to factors similar to those encountered domestically. Sales in Asia Pacific decreased slightly in fiscal 2003, compared to the prior year due primarily to competition from Asian competitors and softness in demand in Macintosh related products. 7 The Company intends to continue to introduce new products through its existing distribution channels. The Company encourages the marketing efforts of its distributors with cooperative advertising allowances and incentive-based rebates and promotes its products and builds brand name recognition by trade advertising, participation in industry trade shows, and other marketing efforts. As of September 27, 2003, the Company supported the sales efforts of its distributors with 14 direct sales and support related employees located throughout the United States who promote the Company's products within assigned territories and with 9 outside sales representatives. The Company's agreements with its distributors can generally be terminated after an initial term of one year or on short notice without cause and do not provide for minimum purchase commitments or preclude the distributors from offering products that compete with those offered by the Company. The Company grants to its distributors limited rights to return unsold inventories of the Company's products in exchange for new purchases and provides certain price protection to its distributors. Although the Company provides reserves for projected returns and price decreases, any product returns or price decreases in the future that exceed the Company's reserves will adversely affect the Company's business, financial condition and results of operations. See Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations. The distribution of products such as those offered by the Company has been characterized by rapid change, including consolidations and financial difficulties of some distributors and the emergence of alternative distribution channels. In addition, there are an increasing number of product suppliers competing for access to these channels. Distributors may, at their option and at any time, cease marketing the Company's products without prior notice to the Company. In fiscal 2002, the Company terminated its relationship with Tech Data domestically on terms mutually agreed to by both parties. Although the Company has increased its business with its other distributors, it does not believe it has completely offset the loss of revenues from the cessation of business with the aforementioned distributor, however the Company has taken steps to increase its channels which it believes has benefited the Company during fiscal 2002 and 2003. A reduction in the sales effort by any of the Company's other major distributors or the loss of any one of these distributors would have a material adverse effect on the Company's business, financial condition and results of operations. There can be no assurance that future sales by the Company's distributors will remain at current levels or that the Company will be able to retain its current distributors on terms that are commercially reasonable to the Company. Although the Company believes, that its major distributors are currently adequately capitalized, there can be no assurance that in the future one or more of these distributors will not experience financial difficulties. Such difficulties could have a material adverse effect on the Company. 8 Although some prior products contained lifetime, or limited lifetime warranties, most new products contain limited warranties ranging from one year to five years. The lifetime and limited lifetime warranties exclude from coverage the fan and power supply included with the Company's products, due to the shorter life expectancy of these parts. The Company has not encountered material warranty claims, although there can be no assurance that claims will not increase substantially over time as a result of the change to a limited warranty for a majority of the Company's products. Future warranty claims exceeding the Company's reserves for warranty expense could have an adverse effect on the Company's business, financial condition and results of operations. The Company plans on reviewing its warranty policy as it brings new products to market to offer its customers competitive policies while reducing its exposure to adverse warranty claims. Company warranties are limited to the Company's obligation to repair or replace the defective product. The Company attempts to further limit its liability to end-users through disclaimers of special, consequential and indirect damages and similar provisions in its end-user warranty. However, no assurance can be given that such limitations of liability will be legally enforceable. Backlog The Company generally ships products shortly after orders are received and consequently maintains very little backlog. Accordingly, the Company does not believe that its backlog as of any particular date is indicative of future sales. Engineering and Product Development The markets for the Company's products continue to be characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. Asante believes that maintaining its market position in the Apple Macintosh connectivity market and expanding its presence in the multi-platform market requires continuing investment to develop new products, enhance existing products and reduce manufacturing costs. As of September 27, 2003, the Company had 8 employees engaged in engineering and product development. During the fiscal years 2003, 2002, and 2001, the Company's engineering and product development expenses were approximately $2.1 million, $2.6 million, and $2.8 million, respectively. The Company continues to invest significant resources in engineering in order to develop and bring to market additional high technology, high demand products supporting both its network systems and the Intranet/Internet markets. In particular, beginning in fiscal 2003 and going forward, the Company intends to focus additional efforts in the areas of embedded software design, development of additional Layer 2-7 switches and other LAN-edge devices, WAN router products, wireless, security, and one system integration. The Company will also continue product development efforts to expand its Gigabit product offerings. 9 The Company believes its future success will depend upon its ability to enhance and expand its existing product offerings and to develop in a timely manner new products that achieve rapid market acceptance. Substantially all of the Company's products are designed to provide connectivity to Ethernet LANs. If the Company is unable, for technological or other reasons, to modify its products or develop new products to support Fast Ethernet or Switched Ethernet technology, or if Ethernet's importance declines as a result of alternative technologies, the Company's business, financial condition and results of operations would be materially and adversely affected. There can be no assurance that the Company will be successful in developing and marketing enhanced or new products in a timely manner, that those products will gain market acceptance, or that the Company will be able to respond effectively to technological changes or new industry standards. Manufacturing and Suppliers The Company's manufacturing operations consist primarily of managing its materials and inventories, purchasing certain components, performing limited final assembly of some products, and testing and performing quality control of certain materials, components, subassemblies and systems. The Company subcontracts substantially all of the assembly of its products. The subcontractors include Orient Semiconductor Electronics, Ltd. ("OSE"), an assembler of semiconductor and printed circuit boards based in Taiwan, Delta Networks, Edimax and Cameo Communications, as well as other manufacturers based in California, Taiwan and China. Both OSE and Delta are stockholders of Asante. The Company believes that its quality control procedures and the quality standards of its manufacturing partners have been instrumental in the high performance and reliability of the Company's products. To date, customer returns of the Company's products due to quality issues have not been material. OSE and the Company's other subcontract manufacturers purchase or manufacture most components, assemble printed circuit boards and test and package products for Asante on a purchase order, turnkey basis. In fiscal 2003, the Company purchased $0.1 million of goods from OSE and purchased $2.7 million of goods from Delta Networks, Inc. (See Note 5 of Notes to Financial Statements). The Company does not have a long-term supply agreement with any of its subcontractors. If any one of these subcontractors experiences financial or operational difficulties that result in a reduction or interruption in the supply of products to the Company or otherwise fails to deliver products to the Company on a timely basis, the Company would be required to procure sufficient manufacturing services from alternative sources. The Company believes that alternative manufacturers are available; however, the qualification of such alternative sources and the commencement of volume manufacturing of the Company's products could take a significant period of time. Accordingly, any reduction or interruption of supply from its existing subcontractors would materially and adversely affect the Company's business, financial condition and results of operations. In addition, the use of OSE, Delta and other offshore subcontractors subjects the Company to certain risks of conducting business internationally, including changes in trade policy and regulatory requirements, tariffs and other trade barriers and restrictions, and changes in the political or economic environment in Taiwan and other countries where the Company's subcontractors are located. 10 Although the Company generally uses standard parts and components for its products, certain key components used in the Company's products are available from only one source, and others are available from only a limited number of sources. Components currently available from only one source include, among others, custom integrated circuits used in the Company's intelligent hubs and certain ASICs used in the Company's Gigabit switching products, as well as ASIC's used in several of the Company's other products including its Print Router products. The Company does not have a long-term supply agreement with any of its suppliers. The Company believes that certain key components remain in short supply and from time to time receives only limited allocations of these products, which in prior years has caused shipping delays of one or more of the Company's products. If the Company or any of its suppliers experience component shortages in the future or any of its competitors have long-term supply agreements under which it is possible for them to obtain greater supplies of such components than the Company, the Company's business, financial condition and results of operations could be materially and adversely affected. The Company also relies on many of its subcontractors to procure many of the components used in the Company's products. These subcontractors procure and stock components and subassemblies based on the Company's purchase orders. Competition The markets for the Company's products are highly competitive, and the Company believes that such competition will remain vigorous. Competitive trends in the Company's markets are continuing declines in average selling prices, coupled with improvements in product features and performance. The Company expects such trends to continue. The current slowdown in the economy has served to magnify the effects of the competitive pressures in the industry. The Company competes with Cisco Systems, Nortel, 3Com, Intel, Netgear, Linksys, and many smaller companies. Competition from these and other companies, including new entrants, is expected to intensify, particularly in the SOHO, workgroup, and departmental user markets. Many of the Company's competitors in these markets are more established, enjoy significant name recognition and possess far greater financial, technological and marketing resources than the Company. The Company believes the principal competitive factors in the departmental connectivity market are brand name recognition, value for price, breadth of product line, technical features, ease of product use, reliability, customer support and the ability to develop and introduce new or enhanced products rapidly. The Company believes that it has established itself as a supplier of high quality, reliable products and, as a result, currently competes favorably with respect to these factors. There can be no assurance, however, that the Company will be able to compete successfully in the future against current or future competitors, or that it will be able to adapt successfully to changes in the market for its products. The Company's inability to compete successfully in any respect or to respond timely to market demands or changes would have a material adverse effect on the Company's business, financial condition and results of operations. 11 In the Macintosh client access market, Apple(R) develops and markets products that compete directly with certain of the Company's client access products. The Company also competes with a number of other companies in this market. Apple(R) provides Ethernet connectivity in its computers which has adversely affected sales of the Company's client access products. The Company also relies on an informal working relationship with Apple(R) in connection with the Company's product development efforts. Apple(R) is likely to continue to introduce competitive products and has significantly greater financial, marketing and technical resources than the Company. Furthermore, no assurance can be given that Apple(R) will not pursue a more aggressive strategy with respect to competitive products, or in other ways attempt to make the sale of add-on products by third party developers and vendors such as the Company more difficult. If Apple(R) takes any of such actions, the Company's business, financial condition and results of operations would be materially and adversely affected. See Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations. The Company's sales to OEMs represented 8% and 9% of its total revenue in fiscal 2003 and fiscal 2002 respectively. While the Company has pursued and will continue to pursue additional OEM agreements with larger companies, there can be no assurance that existing OEM agreements will continue or that new agreements will be obtained. In addition, since the Company intends to seek additional high volume product arrangements, the acquisition or loss of a single large OEM customer or several smaller OEM customers would have a material effect on the Company's revenues. Unless the Company signs additional large OEM agreements in the near future, the Company expects that OEM sales will remain fairly flat as a percentage of total revenue in fiscal 2004. A significant percentage of the Company's sales in fiscal 2003 and fiscal 2002 were derived from products designed for use with Macintosh G series Computers, Power PC, and iMAC computers. Sales of these products as a percentage of total Company revenue, excluding OEM sales, have steadily declined over the last several years due to Apple(R)'s competition in the Company's adapter card market and incorporation of Ethernet into the motherboard of a large portion of its products, and Apple(R)'s decline in market share. However, the Company expects that sales of such products will continue to represent a substantial portion of its net sales for the foreseeable future. There can be no assurance that unit sales of these products will continue at their present levels or increase in the future. Any material adverse developments in Apple(R)'s business could have a material adverse effect on sales of the Company's client access products, which would materially and adversely affect the Company's business, financial condition and results of operations. See Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations. Proprietary Rights The Company is currently evaluating several domestic and foreign patent applications relating to its software and systems technology. The Company is currently filing renewals on several of its existing patents. 12 The Company has received in the past and may receive in the future communications from third parties asserting intellectual property claims against the Company. Claims made in the future could include assertions that the Company's products infringe, or may infringe on the proprietary rights of third parties or requests for indemnification against such infringement. There can be no assurance that any claim will not result in litigation, which could involve significant expense to the Company. If the Company is required or deems it appropriate to obtain a license relating to one or more products or future technologies, there can be no assurance that the Company would be able to do so on commercially reasonable terms, or at all. The Company relies on a combination of patents, trade secrets, copyright and trademark law, nondisclosure agreements and technical measures to establish and protect its proprietary rights in its products. Despite these precautions, it may be possible for unauthorized third parties to copy aspects of the Company's products or to obtain and use information that the Company regards as proprietary. Policing unauthorized use of the Company's technology is difficult, and there can be no assurance that the measures being taken by the Company will be successful. Moreover, the laws of some foreign countries do not protect the Company's proprietary rights in its products to the same extent as do the laws of the United States. See Item 3: Legal Proceedings. Employees As of September 27, 2003, the Company had 45 employees, including 8 in engineering and product development, 9 in manufacturing operations, 18 in marketing, sales and support services, and 10 in corporate administration. The number reflects a decrease in all areas. In 2003, the Company reduced approximately 29% of its regular and contractor headcount as part of its cost reduction efforts. The Company's success depends to a significant extent upon the contributions of key sales, marketing, engineering, manufacturing, and administrative employees, and on the Company's ability to attract and retain highly qualified personnel, who are in great demand. None of the Company's key employees are subject to a non-competition agreement with the Company. Unless vacancies are promptly filled, the loss of current key employees or the Company's inability to attract and retain other qualified employees in the future could have a material adverse effect on the Company's business, financial condition and results of operations. None of the Company's employees are represented by a labor organization, and the Company is not a party to any collective bargaining agreement. The Company has never had any employee strike or work stoppage and considers its relations with its employees to be good. ITEM 2. PROPERTIES The Company's headquarters, including its executive offices and corporate administration, manufacturing, marketing, sales and technical support facilities, are located in San Jose, California. The Company occupies a 44,700 square foot facility under a lease that expires on August 31, 2004, with an option to extend for an additional five years. In fiscal 2002, the 13 Company closed its leased sales office in Oregon and moved its inside sales activities into its San Jose location. The Company currently has a leased sales office in Utah with an original lease expiration of January 2004. The Company has recently signed a one-year lease extension on its Utah facility. The Company believes that its existing facilities are more than adequate to meet its requirements for the foreseeable future and believes that suitable additional or substitute space will be available as needed. See Note 9 of Notes to Financial Statements. ITEM 3. LEGAL PROCEEDINGS From time to time the Company is subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of trademarks and other intellectual property rights. In September 1999, certain inventory having a cost of approximately $400,000 was seized by the United States Customs for the alleged improper use of certification marks owned by Underwriters Laboratories Inc. ("UL"). In March 2003, the US Attorney and the Company entered into a final settlement under which the seized inventory was returned to the Company and the Company was obligated to pay $57,000 and remove improper marks from the product. 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 fiscal 2003. 14 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock traded on the NASDAQ National Market System under the trading symbol ASNT until September 30, 1999 at which time the Company's Common Stock commenced trading on the Over-the-Counter (OTC) Bulletin Board under the trading symbol ASNT.OB. Due to the restatement of fiscal 2002 and prior financial statements, the Company was late in filing its fiscal 2003 10-K, and therefore had been trading under the trading symbol ASNT.PK. Upon filing its fiscal 2003 10-K, the Company expects its trading symbol to be ASNT.OB going forward and for the foreseeable future. The following table sets forth the high and low bid prices for the Company's Common Stock for each quarter during the last two fiscal years. The quotations set forth below reflect inter-dealer prices, without retail mark-up, mark-downs, or commissions and may not represent actual transactions. Fiscal 2003 High Low --------------------------------------------------------------------- First quarter $ 2/16 $ 1/16 Second quarter $ 2/16 $ 1/16 Third quarter $ 5/16 $ 2/16 Fourth quarter $ 7/16 $ 4/16 Fiscal 2002 High Low --------------------------------------------------------------------- First quarter $ 7/16 $ 3/16 Second quarter $ 3/8 $ 2/8 Third quarter $ 5/16 $ 3/16 Fourth quarter $ 3/16 $ 1/16 As of November 22, 2003, there were 98 stockholders of record of the Company's Common Stock. This number does not include shares held in street name. The Company has not paid cash dividends on its Common Stock and does not plan to pay cash dividends in the foreseeable future. Factors such as announcements of technological innovations or new products by the Company, its competitors and other third parties, as well as quarterly variations in the Company's anticipated or actual results of operations and market conditions in high technology industries generally may cause the market price of the Company's Common Stock to fluctuate significantly. The stock market has on occasion experienced extreme price and volume fluctuations, which have particularly affected the market prices of many high technology 15 companies and have often been unrelated to the operating performance of such companies. These broad market fluctuations may adversely affect the market price of the Company's Common Stock. In addition, the market price of the Company's Common Stock may not be indicative of current or future performance. Asante Equity Compensation Plan Information As of September 27, 2003 Plan Category Number of securities to Weighted-average Number of securities be issued upon exercise exercise price of remaining available for of outstanding options, outstanding options, future issuance under warrants and rights warrants and rights equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans 54,400 (1) 0.4722 (1) 945,600 (1) approved by security holders 195,000 (2) 1.0320 (2) 50,474 (2) 185,000 (3) 2.8242 (3) 0 (3) 1,036,793 (5) 1.2846 (5) 0 (5) Equity compensation plans 20,150 (4) 0.8125 (4) 129,850 (4) not approved by security holders Total 1,491,343 1,125,924 --------------------- (1) the 2001 Stock Option Plan (2) the Key Executive Option Plan (3) the 1993 Directors' Stock Option Plan (4) the 2000 Non-Statutory Stock Option Plan (5) the 1990 Stock Option Plan ITEM 6. SELECTED FINANCIAL DATA On January 5, 2004, the Company filed an amendment to its Form 10-K (the "Form 10-K/A") for the fiscal year ended September 28, 2002 with the SEC. The Form 10-K/A includes restated 16 financial statements of Asante Technologies, Inc. as of September 28, 2002 and September 29, 2001 and for each of the three fiscal years in the period ended September 28, 2002. The Five Year Financial Summary in this Item 6 includes the effects of such restatement on fiscal 2002 and prior periods. The selected financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements of the Company and the notes to the financial statements included elsewhere in this Annual Report on Form 10-K (In thousands, except per share data) Year ended ---------------------------------------------------------------------------- 2003 2002 2001 2000 1999 -------- -------- -------- -------- -------- Statement of Operations: Net sales $ 12,008 $ 15,237 $ 21,732 $ 29,001 $ 39,555 Loss from operations $ (2,170) $ (2,219) $ (2,087) $ (517) $(10,638) Net loss $ (2,245) $ (2,208) $ (1,859) $ (325) $(10,936) Basic and diluted net loss per share $ (0.22) $ (0.22) $ (0.19) $ (0.03) $ (1.18) Balance Sheet Data: Working Capital $ 1,610 $ 3,811 $ 5,982 $ 7,660 $ 5,877 Total assets $ 4,662 $ 8,021 $ 10,711 $ 14,674 $ 15,332 Stockholders' equity $ 1,833 $ 4,073 $ 6,271 $ 8,088 $ 6,808 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion, other than the historical financial information, may consist of forward-looking statements that involve risks and uncertainties, including quarterly and yearly fluctuations in results, the timely availability of new products, including switch products, the impact of competitive products and pricing, and the other risks detailed from time to time in the Company's SEC reports, including this report. These forward-looking statements speak only as of the date hereof and should not be given undue reliance. Actual results may vary materially from those projected. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. 17 Recent Developments On January 5, 2004, the Company filed an amendment to its Annual Report on Form 10-K (the "Form 10-K/A") for the fiscal year ended September 28, 2002 with the SEC. The Form 10-K/A includes restated financial statements of Asante Technologies, Inc. as of September 28, 2002 and September 29, 2001 and for each of the three fiscal years in the period ended September 28, 2002. For additional information regarding the restatement the reader should refer to the Form 10-K/A previously filed with the SEC. Throughout the following Management's Discussion and Analysis of Financial Condition and Results of Operations, all referenced amounts reflect the balances and amounts on a restated basis. Results of Operations The following table sets forth certain selected financial information expressed as a percentage of net sales for the fiscal years ended September 27, 2003, September 28, 2002, and September 29, 2001, respectively: 2003 2002 2001 ----- ----- ----- Net sales 100.0% 100.0% 100.0% Cost of sales 64.5 64.0 65.2 Gross profit 35.5 36.0 34.8 Operating expenses: Sales and marketing 26.2 25.5 23.2 Research and development 17.4 16.7 12.7 General and administrative 9.7 8.4 8.5 ----- ----- ----- Total operating expenses 53.3 50.6 44.4 ----- ----- ----- Loss from operations (17.8) (14.6) (9.6) Interest and other income (expense), net (0.6) 0.1 1.0 ----- ----- ----- Loss before income taxes (18.4) (14.5) (8.6) Provision (benefit) for income taxes -- -- -- Net loss (18.4)% (14.5)% (8.6)% ===== ===== ===== Net Sales Net sales decreased 21.2% to $12.0 million in fiscal 2003, from $15.2 million in fiscal 2002. Net sales were $21.7 million in fiscal 2001. The decrease in net sales in fiscal 2003 compared to fiscal 2002, was due to several factors including the continued economic downturn in the high tech industry and network industry, heavy competitive pressures particularly for unmanaged products, continued incorporation of Ethernet onto the motherboard of Apple's newer computers and to a reduction in revenues in some previously stronger sales channels in which the Company sells many of its products. During fiscal 2003, sales of unmanaged products decreased across most existing product lines, except for unmanaged Gigabit switch sales, which increased to $1.5 18 million from $0.8 million. In addition, a significant portion of the Company's OEM sales were of unmanaged Gigabit products. The decrease in net sales in fiscal 2002 compared to fiscal 2001 was due to several factors including the economic downturn in the high tech industry. Additionally, heavy competitive pressures for unmanaged 10/100 products including cable/DSL routers and, to some extent, the continued incorporation of Ethernet onto the motherboard of Apple's newer computers negatively affected the Company's results. This continued incorporation of Ethernet onto the motherboard, has caused a reduction in revenues and volume of product sold for Apple specific applications. Mac(R) specific products are expected to comprise a much smaller portion of the Company's revenues going forward. During fiscal 2002, the Company experienced a decrease in sales across most product lines, except for Gigabit switch products, which increased both due to the recent transition of some customers to Gigabit product and to sales of Gigabit product to OEM and major customer accounts. In fiscal 2003, 2002, and 2001, one customer, a US based distributor, accounted for 33%, 40%, and 43%, respectively, of the Company's total sales. International sales, primarily to customers in Europe, Canada and Asia Pacific, accounted for 18%, 20%, and 23% of net sales in fiscal 2003, 2002, and 2001, respectively. The reduction in international sales during fiscal 2003, compared to fiscal 2002, was due primarily to financial issues related to one of the Company's primary distributors in Germany and decreased sales in Canada. International revenue as a percentage of net sales declined during fiscal 2002, compared to fiscal 2001, due partially to the elimination of Merisel as a major distributor in the US and Canada. The Company continues to believe there is potential demand in certain of the Company's foreign target markets, including broadband, digital media, and medical equipment providers. To that end, the Company has focused its sales efforts in these areas to strengthen its channels. However, there cannot be any assurance that its efforts will be successful. The Company believes that the economic downturn beginning just prior to fiscal 2001, will continue during fiscal 2004, and that any improvement will be minor. The Company's declines in revenues have been offset partially by increased sales of the Company's managed and unmanaged Gigabit switches. The Company believes that the competition in the markets in which it competes has intensified and will continue to intensify as existing and potential competitors introduce competing products. Consequently, the Company anticipates that the selling prices of its existing products will continue to decline and that sales of older systems products and adapter cards as a percentage of total sales will continue to decline in fiscal 2004. The Company has continued to focus on introducing newer managed systems products such as its new IntraCore 35516 Layer 3/4+ and 35160 Layer 2/4 switches, which it believes should help offset the declines in revenues of its older systems products. The Company will continue to focus on those markets in which it believes it can increase its revenues and will continue to seek to increase its OEM revenues, compared to fiscal 2002. 19 Cost of Sales and Gross Profit Cost of sales in fiscal 2003 decreased by 20% to $7.7 million compared to $9.7 million in fiscal 2002 and $14.2 million in fiscal 2001. The decreasing cost of sales generally reflect the decreased sales revenue. The Company's gross profit as a percentage of net sales decreased marginally to 35.5% in fiscal 2003, from 36.0%, in fiscal 2002. The decrease in fiscal 2003, compared to fiscal 2002 was due primarily to steep pricing declines of broadband and wireless products during the year, which the Company was not completely successful offsetting by reducing manufacturing costs. During fiscal 2003, sales prices continued to be affected by heavy competitive pricing pressures and reduced volumes for many of the Company's products. The Company has brought to market and plans to continue to bring to market lower cost replacement products and is focusing its product development efforts on introducing additional unmanaged Gigabit products and managed IntraCore products to help offset those products which are under the most significant margin pressure. The Company will continue to take additional measures going forward to maintain its competitiveness in the market place. The increase in gross margin in fiscal 2002 compared to fiscal 2001, was primarily due to reduced write downs of inventories due to tighter inventory controls and successful cost reductions of a large portion of the Company's products. During fiscal 2002, sales prices continued to be affected by heavy competitive pricing pressures. The Company will continue in its efforts to develop new products and decrease its manufacturing costs faster than related declines in selling prices. If the Company is unable to offset anticipated price declines in its products by reducing its manufacturing costs and by introducing new products that gain market acceptance, its business, financial condition and results of operations will be materially and adversely affected. Sales and Marketing Sales and marketing expenses were $3.1 million in fiscal 2003 compared to $3.9 million in fiscal 2002, or a decrease of 20%. Fiscal 2002 sales and marketing expenses decreased $1.2 million, or 23%, compared to $5.0 million in fiscal 2001. As a percentage of net sales, sales and marketing expenses were 26.2%, 25.5%, and 23.2%, in fiscal 2003, 2002, and 2001, respectively. The reduced fiscal 2003 expenditures in absolute dollars and increase as of percentage of sales reflect reduced sales levels during fiscal 2003 and reduced expenditures for outside representative commissions, personnel related costs, co-operative advertising, and trade advertising activities. The reduced fiscal 2002 expenditures as compared to fiscal 2001 primarily reflect reduced sales levels and related sales based activity expenditures. The Company expects that its sales and marketing expenses will remain at current levels, or increase slightly in fiscal 2004 in absolute dollars. As a percent of total sales, the Company believes these expenditures should decrease slightly compared to fiscal 2003. 20 Research and Development Research and development expenses decreased by 19% to $2.1 million in fiscal 2003, from $2.6 million in fiscal 2002. Research and development expenses were $2.8 million in fiscal 2001. As a percentage of net sales, research and development expenses were 17.7%, 16.7%, and 12.7%, in fiscal 2003, 2002, and 2001, respectively. The decrease in research and development expenses in absolute dollars in fiscal 2003 compared to fiscal 2002 was due primarily to decreases in personnel related expenditures as a result of salary and headcount reductions implemented by the Company. The increase in research and development expenses as a percentage of sales was due to the decline in revenue. The decrease in research and development expenses from fiscal 2001 to fiscal 2002 was due to decreases in personnel related expenditures as a result of salary reductions and lower depreciation expense during fiscal 2002. The Company expects that spending on research and development in fiscal 2004 will remain fairly flat or decrease slightly in comparison to fiscal 2003 in absolute dollars, while the Company continues to leverage the engineering expertise of its strategic partners. General and Administrative General and administrative expenses decreased to $1.2 million in fiscal 2003 from $1.3 million in fiscal 2002. General and administrative expenses were $1.8 million in fiscal 2001. As a percentage of net sales, general and administrative expenses were 9.7%, 8.4%, and 8.5% in fiscal years 2003, 2002, and 2001, respectively. The decrease in general and administrative expenses in absolute dollars in fiscal 2003 is primarily related to reduced personnel related expenditures. The increase in general and administrative expenses as of percentage of sales was due to the decline in revenue. The decrease in general and administrative expenses in absolute dollars in fiscal 2002 compared to fiscal 2001, was primarily related to reduced personnel related expenditures. The Company expects that general and administrative expenses will remain constant or decrease somewhat in fiscal 2004 in absolute dollars. Off-Balance Sheet Arrangements During fiscal year 2003 the Company did not engage in any off-balance sheet arrangements as defined in Item 303 (a) (4) of the SEC's Regulation S-K. Income Taxes The Company recorded no provision or benefit for federal and state income taxes for fiscal 2003, 2002, or 2001 due principally to the fact that the Company incurred losses and a full valuation allowance was recorded against net operating losses and other tax credits generated in those 21 years. The Company has recorded a full valuation allowance on its deferred tax assets as it is more likely than not that these assets will not be realized. Liquidity and Capital Resources During fiscal 2003, the Company's operating activities used cash of $1.5 million. During fiscal 2002, the Company's operating activities used cash of $1.7 million. During fiscal 2001, the Company's operating activities used cash of $1.4 million. During fiscal 2003, net cash used in operations resulted primarily from the Company's net operating loss of $2.2 million and decreases in accounts payable and accrued expenses of $1.0 million and $0.2 million, respectively. These uses were offset primarily by decreases in accounts receivable and inventory of $1.1 million and $0.6 million, respectively. During fiscal 2002, net cash used in operations resulted primarily from the Company's net operating loss of $2.2 million, and a combined decrease in both accounts payable and accrued expenses of $0.4 million. These uses were partially offset by decreases of $0.3 million in each of accounts receivable, inventory, and prepaid expenses. Days of sales outstanding in accounts receivable, net, was 53 at the end of fiscal 2003. Net cash used in investing activities, including purchases of property and equipment, in fiscal 2003, fiscal 2002 and fiscal 2001 was insignificant. In fiscal 2003, fiscal 2002 and fiscal 2001, net cash provided by financing activities was insignificant. At September 27, 2003, the Company had cash and cash equivalents of $1.7 million compared to $3.3 million at September 28, 2002, which represents a 48% decline. Working capital was $1.6 million at September 27, 2003, compared to $3.8 million at September 28, 2002. The Company has a bank line of credit that provides for maximum borrowings of up to $2.0 million and is limited to a certain percentage (60%) of eligible accounts receivable. The Company has not drawn on this line of credit. The line of credit is subject to certain covenant requirements, including maintaining certain net tangible worth amounts. The line of credit agreement was set to expire in November 2003. However, the parties entered into an amendment to extend the line of credit term to January 31, 2004 during which time the Company negotiated a renewal of the line of credit with the bank. On February 11, 2004, the line of credit was renewed with a new maturity date of January 30, 2005. As of February 11, 2004, approximately $500,000 was available on this line of credit and the Company was in compliance with the covenants of the line of credit agreement. On September 30, 1999, the Company's stock ceased to be traded on the NASDAQ National Market System and was moved to the Over-The-Counter (OTC) Bulletin Board. During fiscal 2000, the Company successfully completed a $1.5 million private placement of 500,000 shares 22 of common stock, however the Company's access to further equity financing could be affected by the level of the Company's share price and the Company's listing status. The Company has an operating lease for its main facility that expires on August 31, 2004. Future minimum lease payments under all leases at September 27, 2003 are as follows (in thousands): Year ---- 2004 821 2005 9 ----- $ 830 The Company operates in a highly competitive market characterized by rapidly changing technology, together with competitors and distributors that have significantly greater financial resources than Asante. For the fiscal year ended September 27, 2003, the Company recorded a loss from operations of $2.2. million and cash used in operating activities was $1.5 million. In the fiscal years 2002 and 2001, the Company also incurred substantial losses and negative cash flows from operations. As of September 27, 2003, the Company had an accumulated deficit of $26.6 million. Based upon the Company's operating budget and cash flow projections the Company expects to continue to experience negative cash flows from operations through fiscal year 2004. The Company is currently pursuing additional equity financing and has renewed its line of credit agreement through January 30, 2005. The Company is also considering other corporate transactions as a means of providing additional financing. Failure to raise additional capital, secure other sources of financing or enter into a corporate transaction in the near-term would have a material adverse effect on the Company's ability to achieve its intended business objectives and raises substantial doubt about its ability to continue as a going concern. Factors Affecting Future Operating Results The Company operates in a rapidly changing industry, which is characterized by intense competition from both established companies and start-up companies. The market for the Company's products is extremely competitive both as to price and capabilities. The Company's success depends in part on its ability to enhance existing products and introduce new technology products. This requires the Company to accurately predict future technology trends and preferences. The Company must also bring its products to market at competitive price levels. Unexpected changes in technological standards, customer demand and pricing of competitive products could adversely affect the Company's operating results if the Company is unable to respond effectively and timely to such changes. 23 The industry is also dependent to a large extent on proprietary intellectual property rights. From time to time the Company is subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of patents, trademarks and other intellectual property rights. Consequently, from time to time, the Company will be required to prosecute or defend against alleged infringements of such rights. The Company's success also depends to a significant extent upon the contributions of key sales, marketing, engineering, manufacturing, and administrative employees, and on the Company's ability to attract and retain highly qualified personnel, who are in great demand. None of the Company's key employees are subject to a non-competition agreement with the Company. High employee turnover in the technology industry is typical. Although the Company has reduced its workforce during fiscal 2002 and fiscal 2003, vacancies in the workforce must be promptly filled, because the loss of current key employees or the Company's inability to attract and retain other qualified employees in the future could have a material adverse effect on the Company's business, financial condition and results of operations. The Company's current manufacturing and sales structure is particularly subject to various risks associated with international operations including changes in costs of labor and materials, reliability of sources of supply and general economic conditions in foreign countries. Unexpected changes in foreign manufacturing or sources of supply, and changes in the availability, capability or pricing of foreign suppliers could adversely affect the Company's business, financial condition and results of operations. The networking industry and technology markets in general continue to adjust to a widespread reduction in demand for products due to financial problems experienced by many Internet Service Provider's (ISP's), and the failure of many Internet companies. The duration, or long-term effect on the Company's operations is difficult to measure, but the inability to alter its strategic markets, or react properly to this slowdown could have an adverse effect on the Company's financial position. The 10/100 Mbps and 100 Mbps Ethernet technology (100BASE-T, or "Fast-Ethernet") has become a standard networking topology in the networking and computer industries. This standard has been adopted widely by end-user customers because of its ability to increase the efficiency of LANs and because of its ease of integration into existing 10BASE-T networks. Over the years, the speed of Ethernet has increased by 100X to 1000 Mbps. The company's key products are designed to function at speeds of 10/100/1000 Mbps to maintain backwards compatibility with earlier Ethernet standards plus the newer Gigabit Ethernet standard. In addition, Gigabit (1000BASE-T, or 1000Mbps) Ethernet technology is increasingly being adopted in the backbone of large enterprises and educational institutions. In that regard, the Company's future operating results may be dependent on the market acceptance and the rate of adoption of these technologies, as well as timely product releases. There can be no assurance that the market will accept, adopt, or continue to use this new technology or that the Company can meet market demand in a timely manner. The Company's success will depend in part on its ability to accurately forecast its future sales due to the lead time required to order components and assemble products. If the Company's 24 product sales forecasts are below actual product demand, there may be delays in fulfilling product orders; consequently, the Company could lose current and future sales to competitors. Alternatively, if the Company's product sales forecasts are above actual product demand, this may result in excess orders of components or assembled products and a build-up of inventory that would adversely affect working capital. The Company commits to expense levels, including manufacturing costs and advertising and promotional programs, based in part on expectations of future net sales levels. If future net sales levels in a particular quarter do not meet the Company's expectations or the Company does not bring new products timely to market, the Company may not be able to reduce or reallocate such expense levels on a timely basis, which could adversely affect the Company's operating results and cash position. There can be no assurance that the Company will be able to achieve profitability on a quarterly or annual basis in the future. The Company's target markets include end-users, value-added resellers, systems integrators, retailers, education, Multiple Tenant Unit/Multiple Dwelling Unit (MTU/MDU) providers, and OEMs. Due to the relative size of the customers in some of these markets, particularly the OEM market, sales in any one market could fluctuate dramatically on a quarter to quarter basis. Fluctuations in the OEM market could materially adversely affect the Company's business, financial condition and results of operations. Additionally, the Company's revenues and results of operations could be adversely affected if the Company were to lose certain key distribution partners. The Company has incurred net losses during its last three fiscal years and has an accumulated deficit at September 27, 2003 of $26.6 million. These recurring losses and accumulated deficit raise substantial doubts about the Company's ability to continue as a going concern. The Company is currently pursuing additional equity financing and has renewed its line of credit agreement that expired January 31, 2004. The Company is also considering other corporate transactions as a means of providing additional financing. The Company believes it must be current with its filings with the Securities and Exchange Commission at the earliest opportunity to complete such a transaction. Failure to raise additional capital, secure other sources of financing or enter into a corporate transaction would have a material adverse effect on the Company's ability to achieve its intended business objectives and sustain its desired levels of operation. In summary, the Company's net sales and operating results in any particular quarter may fluctuate as a result of a number of factors, including competition in the markets for the Company's products, delays in new product introductions by the Company, market acceptance of new products by the Company or its competitors, changes in product pricing, material costs or customer discounts, the size and timing of customer orders, distributor and end-user purchasing cycles, fluctuations in channel inventory levels, variations in the mix of product sales, manufacturing delays or disruptions in sources of supply, the current economic downturn and seasonal purchasing patterns specific to the computer and networking industries. The Company's future operating results will depend, to a large extent, on its ability to anticipate and 25 successfully react to these and other factors. Failure to anticipate and successfully react to these and other factors could adversely affect the Company's business, financial condition and results of operations. In addition to the above, the Company is also susceptible to other factors that generally affect the market for stocks of technology companies. These factors could affect the price of the Company's stock and could cause such stock prices to fluctuate over relatively short periods of time. Due to the time required to determine the restated balances included in the Company's recent Amended Annual Report on Form 10-K (Form 10-K/A) for the fiscal year ended September 28, 2002 which included a restatement of each of the three fiscal years then ended, the Company recently filed its Form 10-Q for the period ended June 28, 2003 on January 28, 2004. The Company believes that once it files this report on Form 10-K and its Form 10-Q for the quarter ended December 27, 2003, it will be current in its SEC filings and in compliance with the OTCBB listing requirements. However, the Company has no assurances this would occur Critical Accounting Policies and Estimates Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon Asante Technologies, Inc. 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases 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. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its financial statements. Revenue Recognition. The Company recognizes revenue net of estimated product returns, expected payments to resellers for customer programs including cooperative advertising and marketing development funds, volume rebates, and special pricing programs. Product returns are provided for at the time revenue is recognized, based on historical return rates, at what stage the product is in its expected life cycle, and assumptions regarding the rate of sell-through to end users from our various channels, which again, is based on historical sell-through rates. Should these product lives vary significantly from our estimates, or should a particular selling channel experience a higher than estimated return rate, or a slower sell-through rate causing inventory build-up, then our estimated returns, which net against revenue, may need to be revised. Reductions to revenue for expected and actual payments to resellers for cooperative advertising and marketing development funds, volume rebates and pricing protection are based on actual expenses incurred during the period and on estimates for what is due to resellers for estimated credits earned during the period. If market conditions were to decline, the Company may take 26 action to increase promotional programs resulting in incremental reductions in revenue at the time the incentive is offered based on our estimate of inventory in the channel that is subject to such pricing actions. Accounts Receivable. The Company performs ongoing credit evaluations of its customers' financial condition and generally requires no collateral from its customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of our customers should deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Inventory. The Company records write-downs for estimated excess and obsolete inventory based on projected future shipments using historical selling rates, and taking into account market conditions, inventory on-hand, purchase commitments, product development plans and life expectancy, and competitive factors. If markets for the Company's products and corresponding demand were to decline, then additional write-downs may be deemed necessary. Warranty. The Company provides for the estimated cost of warranties at the time revenue is recognized. Should actual failure rates and material usage differ from our estimates, revisions to the warranty obligation may be required. Recent Accounting Pronouncements In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company is currently evaluating the effect that the adoption of EITF Issue No. 00-21 will have on its results of operations, financial condition and cash flows. In November 2002, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires certain guarantees to be recorded at fair value and requires a guarantor to make disclosures, even when the likelihood of making any payments under the guarantee is remote. For those guarantees and indemnifications that do not fall within initial recognition and measurement requirements of FIN 45, the Company must continue to monitor the conditions that are subject to the guarantees and indemnifications, as required under existing generally accepted accounting principles, to identify if a loss has been incurred. If the Company determines that it is probable that a loss has been incurred, any such estimable loss would be recognized. The initial recognition and measurement requirements do not apply to the Company's product warranties or to the provisions contained in the majority of the Company's software license agreements that indemnify licensees of the Company's software from damages and costs resulting from claims alleging that the Company's software infringes the intellectual property rights of a third party. The Company has adopted the provisions of FIN 45 for the fiscal year ended September 27, 2003. 27 In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. However, in October 2003, the FASB deferred the effective date of FIN 46 to the end of the first interim or annual period ending after December 15, 2003 for those arrangements entered into prior to February 1, 2003. In December 2003, the FASB further deferred the effective date of FIN 46 to the end of the first interim or annual reporting period ending after March 15, 2004 for those non-special purpose entity arrangements created prior to February 1, 2003. The Company believes that the adoption of this standard will have no material impact on its financial statements. In April 2003, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. In particular, this Statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. This Statement is generally effective for contracts entered into or modified after June 30, 2003 and is not expected to have a material impact on the Company's financial statements. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." The Statement improves the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The new Statement requires that those instruments be classified as liabilities in statements of financial position. This statement is effective for interim periods beginning after June 15, 2003. The Company does not expect that the adoption of SFAS 150 will have a material effect on its financial position. In December 2003, the Financial Accounting Standard Board issued SFAS No. 132 (Revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits. This Statement amends Statements No. 87, Employers' Accounting for Pensions, No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions. However, the Statement does not change the recognition and measurement requirements of those Statements. This Statement retains the disclosure requirements contained in SFAS No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits, which it replaces and requires additional disclosure. Additional new disclosure includes actual mix of plan assets by category, a description of investment strategies and policies used, a 28 narrative description of the basis for determining the overall expected long-term rate of return on asset assumption and aggregate expected contributions. The Company does not expect that the adoption of SFAS 132 will have a material affect on its financial statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk. As of September 27, 2003, the Company's cash and investment portfolio did not include fixed-income securities. Due to the short-term nature of the Company's investment portfolio, an immediate 10% increase or decrease in interest rates would not have a material effect on the fair market value of the Company's portfolio. Since the Company has the ability to liquidate this portfolio, it does not expect its operating results or cash flows to be materially affected to any significant degree by the effect of a sudden change in market interest rates on its investment portfolio. Foreign Currency Exchange Risk. All of the Company's sales are denominated in U.S. dollars, and as a result the Company has little exposure to foreign currency exchange risk. The effect of an immediate 10% increase or decrease in exchange rates would not have a material impact on the Company's future operating results or cash flows. 29 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements and Financial Statement Schedule Financial Statements: Report of Independent Registered Public Accounting Firm 31 Report of Independent Accountants 32 Balance Sheets at September 27, 2003 and September 28, 2002 33 Statements of Operations for the years ended September 27, 2003, September 28, 2002 and September 29, 2001 34 Statements of Stockholders' Equity for the years ended September 27, 2003, September 28, 2002, and September 29, 2001 35 Statements of Cash Flows for the years ended September 27, 2003, September 28, 2002 and September 29, 2001 36 Notes to Financial Statements 37 Financial Statement Schedule: Schedule II - Valuation and Qualifying Accounts 63 All other schedules are omitted because they are not required, are not applicable or the information is included in the financial statements and notes thereto. 30 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM January 26, 2004, except for Note 7, which is as of February 11, 2004 The Board of Directors and Stockholders of Asante Technologies, Inc. We have audited the accompanying balance sheet of Asante Technologies, Inc. at September 27, 2003, and the related statements of operations, stockholders' equity, and cash flows for the fiscal year then ended. Our audit also included the accompanying financial statement schedule for the fiscal year ended September 27, 2003. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Asante Technologies, Inc. at September 27, 2003, and the results of its operations and its cash flows for the fiscal year then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, based on our audit, the financial statement schedule referred to in the first paragraph of our report, presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has suffered recurring operating losses and negative cash flows from operations, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ODENBERG, ULLAKKO, MURANISHI & CO. LLP San Francisco, California 31 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Asante Technologies, Inc. In our opinion, the financial statements listed in the accompanying index under Item 8 present fairly, in all material respects, the financial position of Asante Technologies, Inc. at September 28, 2002, and the results of its operations and its cash flows for each of the two years in the period ended September 28, 2002 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index under Item 8 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has suffered recurring losses and negative cash flows from operations, and has an accumulated deficit which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. PricewaterhouseCoopers LLP San Jose, California November 1, 2002, except for Note 10, as to which the date is March 13, 2003, Note 7, as to which the date is November 30, 2003 and Note 1, as to which the date is December 30, 2003 32 ASANTE TECHNOLOGIES, INC BALANCE SHEETS (In thousands, except share and per share amounts) September 27, September 28, 2003 2002 -------- -------- Assets Current assets: Cash and cash equivalents $ 1,723 $ 3,282 Accounts receivable, net of allowance for doubtful accounts, rebates and sales returns of $1,196 and $1,770 in 2003 and 2002, respectively 1,759 2,821 Inventory 930 1,515 Prepaid expenses and other current assets 27 141 -------- -------- Total current assets 4,439 7,759 Property and equipment, net 51 90 Other assets 172 172 -------- -------- Total assets $ 4,662 $ 8,021 ======== ======== Liabilities and stockholders' equity Current liabilities: Accounts payable $ 1,050 $ 2,016 Accrued expenses 1,779 1,932 -------- -------- Total current liabilities 2,829 3,948 -------- -------- Commitments (Note 9) Stockholders' equity: Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2003 and 2002 -- -- Common stock, $0.001 par value; 25,000,000 shares authorized; 10,149,521 and 10,066,020 shares issued and outstanding in 2003 and 2002, respectively 10 10 Additional paid-in capital 28,417 28,412 Accumulated deficit (26,594) (24,349) -------- -------- Total stockholders' equity 1,833 4,073 -------- -------- Total liabilities and stockholders' equity $ 4,662 $ 8,021 ======== ======== The accompanying notes are an integral part of these financial statements. 33 ASANTE TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Fiscal Year Ended ---------------------------------------------------------- September 27, September 28, September 29, 2003 2002 2001 -------- -------- -------- Net sales $ 12,008 $ 15,237 $ 21,732 Cost of sales 7,757 9,750 14,177 -------- -------- -------- Gross profit 4,251 5,487 7,555 -------- -------- -------- Operating expenses: Sales and marketing 3,154 3,873 5,040 Research and development 2,099 2,552 2,756 General and administrative 1,168 1,281 1,846 -------- -------- -------- Total operating expenses 6,421 7,706 9,642 -------- -------- -------- Loss from operations (2,170) (2,219) (2,087) Interest and other income (expense), net (75) 11 228 -------- -------- -------- Net loss $ (2,245) $ (2,208) $ (1,859) ======== ======== ======== Basic and diluted loss per share $ (0.22) $ (0.22) $ (0.19) ======== ======== ======== Shares used in per share calculation Basic and diluted 10,138 10,024 9,948 ======== ======== ======== The accompanying notes are an integral part of these financial statements 34 ASANTE TECHNOLOGIES, INC STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share amounts) Common Stock Additional -------------------------- Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity ---------- ---------- ---------- ---------- ---------- Balances as of September 30, 2000, 9,912,463 $ 10 $ 28,360 $ (20,282) $ 8,088 Common stock issued under stock plans 90,718 -- 42 -- 42 Net loss -- -- -- (1,859) (1,859) ---------- ---------- ---------- ---------- ---------- Balances as of September 29, 2001 10,003,181 10 28,402 (22,141) 6,271 Common stock issued under stock plans 62,839 -- 10 -- 10 Net loss -- -- -- (2,208) (2,208) ---------- ---------- ---------- ---------- ---------- Balances as of September 28, 2002 10,066,020 10 28,412 (24,349) 4,073 Common stock issued under stock plans 83,501 -- 5 -- 5 Net loss -- -- -- (2,245) (2,245) ---------- ---------- ---------- ---------- ---------- Balances as of September 27, 2003 10,149,521 $ 10 $ 28,417 $ (26,594) $ 1,833 ========== ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. 35 ASANTE TECHNOLOGIES, INC STATEMENTS OF CASH FLOWS (In thousands) Fiscal Year ended ---------------------------------------------- September 27, September 28, September 29, 2003 2002 2001 ------- ------- ------- Cash flows from operating activities: Net loss $(2,245) $(2,208) $(1,859) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 56 88 184 Provision for doubtful accounts receivable, rebates and sales returns 1,257 939 1,010 Changes in operating assets and liabilities: Accounts receivable (196) (651) 696 Inventory 585 333 627 Prepaid expenses and other current assets 114 259 123 Accounts payable (968) (171) (1,178) Accrued expenses (152) (313) (646) Payable to stockholder -- (8) (322) ------- ------- ------- Net cash used in operating activities (1,547) (1,732) (1,365) ------- ------- ------- Cash flows from investing activities: Purchases of property and equipment (17) (61) (40) Other -- -- (5) ------- ------- ------- Net cash used in investing activities (17) (61) (45) ------- ------- ------- Cash flows from financing activities: Issuance of common stock 5 10 42 ------- ------- ------- Net cash provided by financing activities 5 10 42 ------- ------- ------- Net decrease in cash and cash equivalents (1,559) (1,783) (1,368) Cash and cash equivalents at beginning of fiscal year 3,282 5,065 6,433 ------- ------- ------- Cash and cash equivalents at end of fiscal year $ 1,723 $ 3,282 $ 5,065 ======= ======= ======= The accompanying notes are an integral part of these financial statements. 36 ASANTE TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS Note 1. The Company and Summary of Significant Accounting Policies Asante Technologies, Inc. (the "Company" or "Asante") designs, manufactures and markets a broad family of 10BASE-T, 100BASE-T ("Fast Ethernet") and 1000BASE-T (Gigabit Ethernet) network and connectivity products. Asante's client access products (which include adapter cards and media access adapters) connect PCs, Macintoshes, iMAC's and peripheral devices (such as printers) to Ethernet networks. The Company's network system products, which include intelligent and non-intelligent switches, hubs, bridge modules, internet access devices (routers), and network management software for Macintoshes and PCs, interconnect users within and between departmental networks. The Company operates in a highly competitive market characterized by rapidly changing technology, together with competitors and distributors that have significantly greater financial resources than Asante. For the fiscal year ended September 27, 2003, the Company incurred a loss from operations of $2.2 million and cash used in operating activities was $1.5 million. In fiscal years 2002 and 2001, the Company also incurred substantial operating losses and negative cash flows from operations. As of September 27, 2003, the Company had an accumulated deficit of $26.6 million. Based upon the Company's operating budget and cash flow projections, the Company expects to continue to experience negative cash flows from operations through fiscal year 2004. At September 27, 2003, the Company had cash and cash equivalents of $1.7 million compared to $3.3 million at September 28, 2002, which represents a 48% decline. Working capital was $1.6 million at September 27, 2003, compared to $3.8 million at September 28, 2002. On February 11, 2004, the Company renewed its bank line of credit agreement which provides for borrowings of up to $2.0 million. The renewed line of credit expires on January 30, 2005. However, borrowings under the line of credit are subject to compliance with certain financial covenants and are limited to a specified percentage of eligible accounts receivable. The recurring losses, accumulated deficit and expect continued negative cash flows from operations raise substantial doubt about the Company's ability to continue as a going concern. On December 18, 2003, the Company signed a Letter of Intent with UNETEK, for the private investment of funds with the Company for approximately $3.0 million. Additionally, on December 23, 2003, the Company entered into a non-binding Letter of Intent to merge with Oblique, Inc. The merger is conditioned upon, among other things, an expedited due diligence period, and several other factors, including an expedited process to arrive at a Definitive Merger 37 Agreement with certain minimum acceptable terms including a bridge funding of approximately $1.0 million. The Company plans on proceeding with only one of these transactions, however, and the Board of Directors is currently evaluating each of these proposals. Should the Company be unable to complete the merger or to obtain the $3 million private investment of funds in the Company, it will need to raise additional capital, secure other sources of financing or enter into a corporate transaction in order to finance its operations through fiscal 2004. If required, the Company may not be able to complete any of these alternative transactions on acceptable terms, or at all. Management estimates and assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions are employed in estimates used in determining accruals for sales rebates and returns, legal contingencies and the valuation of deferred income tax assets and liabilities, as well as in estimates used in applying the revenue recognition policy. Actual results could differ from estimated results. Revenue recognition Revenue from product sales to customers is recognized, including freight charges billed to customers, when a definite arrangement exists, the product has been shipped to the customer, acceptance terms, if any, have been fulfilled, no significant contractual obligations remain outstanding, the price is fixed or determinable, and collection is considered probable. Reserves are provided for estimated returns at the time the related revenue is recorded. Sales to distributors are generally subject to agreements allowing certain rights of return and price protection with respect to unsold merchandise held by the distributor. Reserves for distributor returns are established based on historical returns experience at the time the related revenue is recorded. Reserves for price protection are established based on actual price reduction programs. Additionally, the Company provides reserves for incentive rebates to distributors, warranty obligations and cooperative advertising at the time the related revenue is recorded. Cash and cash equivalents Cash equivalents consist primarily of highly liquid investments in U.S. government and corporate debt securities with insignificant interest rate risk and original maturity periods of three months or less at the date of acquisition. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and accounts receivable. Accounts receivable are typically unsecured and are derived from worldwide distributor and customer revenues. The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses; historically, such losses have been within management's expectations. At 38 September 27, 2003 and September 28, 2002 four customers accounted for 59% and 66%, respectively, of the accounts receivable balance. In fiscal 2003, 2002 and 2001 one customer accounted for 33%, 40% and 46%, respectively, of the Company's sales. Inventory Inventory is stated at the lower of standard cost, which approximates actual cost (on a first-in, first-out basis), or market. Appropriate adjustments of the inventory values are provided for slow moving and discontinued products based upon future expected sales and committed inventory purchases. Property and equipment Property and equipment are recorded at cost. Depreciation of property and equipment is based on the straight-line method for financial reporting purposes over the estimated useful lives of the related assets, generally three to five years. Long-lived assets The Company periodically evaluates the recoverability of its long-lived assets based upon undiscounted cash flows and recognizes impairment from the carrying value of long-lived assets, if any, based on the fair value of such assets. Income taxes Income taxes are computed using the liability method. Under the liability method, deferred income tax assets and liabilities are determined based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided against deferred tax assets when it is considered more likely than not they will not be realizable. Research and development costs Research and development costs are expensed as incurred. Research and development of new software products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. The Company believes its current process for developing software is essentially completed concurrently with the establishment of technological feasibility. Software costs incurred after the establishment of technological feasibility have not been material to date and therefore have been expensed. Stock-based compensation The Company follows Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations thereof, including Financial Accounting Standards Board (FASB) interpretation No. 44, in accounting for its employee stock options and stock purchase plan. Pro forma information regarding net income (loss) and net income (loss) per share is disclosed as required by Statement of Financial Accounting Standards Statement No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123). The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS 123 and Emerging Issues Task Force Issue No. 96-18 "Accounting for Equity Instruments 39 that are Issued to Other than Employees for Acquiring or in Conjunction with Selling Goods or Services." Fair value of financial instruments The carrying amounts for certain of the Company's cash equivalents, accounts receivable and accounts payable approximate fair value due to the relatively short maturity of these instruments. Comprehensive income (loss) The Company had no items of other comprehensive income (loss) during any of the periods presented, and accordingly comprehensive income (loss) is equal to net income (loss) for all periods presented. Reclassifications Certain previously reported amounts in the fiscal 2002 and 2001 statements of operations have been reclassified to conform to current period presentation. Segment information In accordance with the provisions of SFAS No. 131, the Company has determined that it operates in one business segment, networking and connectivity, and does not have separately reportable segments. Sales as a percentage of net sales by geographic region were as follows: 2003 2002 2001 ---- ---- ---- United States 82% 80% 76% Europe 12 14 14 Other 6 6 10 --- --- --- 100% 100% 100% === === === Substantially all of the Company's assets are located in the United States. Recently issued accounting pronouncements In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company is currently evaluating the effect that the adoption of EITF Issue No. 00-21 will have on its results of operations, financial condition and cash flows. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Other" ("FIN 45"). FIN 45 requires certain guarantees to be recorded at fair value and requires a 40 guarantor to make disclosures, even when the likelihood of making any payments under the guarantee is remote. For those guarantees and indemnifications that do not fall within initial recognition and measurement requirements of FIN 45, the Company must continue to monitor the conditions that are subject to the guarantees and indemnifications, as required under existing generally accepted accounting principles, to identify if a loss has been incurred. If the Company determines that it is probable that a loss has been incurred, any such estimable loss would be recognized. The initial recognition and measurement requirements do not apply to the Company's product warranties or to the provisions contained in the majority of the Company's software license agreements that indemnify licensees of the Company's software from damages and costs resulting from claims alleging that the Company's software infringes the intellectual property rights of a third party. The Company has adopted the provisions of FIN45 for the fiscal year ended September 27, 2003. In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. However, in October 2003, the FASB deferred the effective date of FIN 46 to the end of the first interim or annual period ending after December 15, 2003 for those arrangements entered into prior to February 1, 2003. In December 2003, the FASB further deferred the effective date of FIN 46 to the end of the first interim or annual reporting period ending after March 15, 2004 for those non-special purpose entity arrangements created prior to February 1, 2003. The Company believes that the adoption of this standard will have no material impact on its financial statements. In April 2003, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. In particular, this Statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. This Statement is generally effective for contracts entered into or modified after June 30, 2003 and is not expected to have a material impact on the Company's financial statements. In May 2003, the FASB has issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." The Statement improves the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The new Statement requires that those instruments be classified as liabilities in statements of financial position. This statement is effective for interim periods beginning after 41 June 15, 2003. The Company does not expect that the adoption of SFAS 150 will have a material effect on its financial positions. In December 2003, the Financial Accounting Standard Board issued SFAS No. 132 (Revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits. This Statement amends Statements No. 87, Employers' Accounting for Pensions, No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions. However, the Statement does not change the recognition and measurement requirements of those Statements. This Statement retains the disclosure requirements contained in SFAS No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits, which it replaces and requires additional disclosure. Additional new disclosure includes actual mix of plan assets by category, a description of investment strategies and policies used, a narrative description of the basis for determining the overall expected long-term rate of return on asset assumption and aggregate expected contributions. The Company does not expect that the adoption of SFAS 132 will have a material affect on its financial statements. Note 2. Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with SFAS No. 128 "Earnings per Share" (SFAS No. 128). Basic net loss per share is computed by dividing net loss available to common stockholders (numerator) by the weighted-average number of common shares outstanding (denominator) during the period. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method. In computing diluted net loss per share, the average stock price for the period is used in determining the number of shares assumed to be re-purchased from the exercise of stock options. The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share computations for the periods presented below (in thousands, except per share data): 2003 2002 2001 ---------- ---------- ------- Net loss $ (2,243) $ (2,208) $(1,859) ========== ========== ======= Weighted average common stock outstanding (basic) 10,150 10,024 9,948 Dilutive effect of options -- -- -- ---------- ---------- ------- Weighted average common stock outstanding (diluted) 10,150 10,024 9,948 ========== ========== ======= Net loss per share: Basic $ (0.22) $ (0.22) $ (0.19) ========== ========== ======= Diluted $ (0.22) $ (0.22) $ (0.19) ========== ========== ======= 42 Diluted net loss per share for the fiscal years ended September 27, 2003, September 28, 2002 and September 29, 2001 excludes all dilutive potential common shares as their effect is antidilutive. At September 27, 2003, September 28, 2002 and September 29, 2001, 1,491,343, 1,719,520 and 1,613,058 of outstanding options respectively, were excluded since their effect was antidilutive. Note 3 Balance Sheet Components 2003 2002 ------- ------- (in thousands) Inventory: Raw materials and component parts $ 39 $ 193 Work-in-process 23 54 Finished goods 868 1,268 ------- ------- $ 930 $ 1,515 ======= ======= Property and equipment: Computers and R&D equipment $ 2,222 $ 2,205 Furniture and fixtures 508 508 ------- ------- 2,730 2,713 Accumulated depreciation (2,679) (2,623) ------- ------- $ 51 $ 90 ======= ======= Accrued expenses: Payroll-related expenses $ 339 $ 574 Sales promotion expenses 395 314 Legal and professional fees 327 373 Warranty 430 430 Other 288 241 ------- ------- $ 1,779 $ 1,932 ======= ======= Note 4. Warranties We provide for estimated future warranty costs upon product shipment. The specific terms and conditions of those warranties vary depending upon the product sold and country in which we do business. In the case of hardware manufactured by our sub-contract manufacturers, our warranties generally start from the delivery date and continue as follows: Product Warranty Periods ------- ---------------- Managed switches Three to five years Unmanaged Gigabit Switches, Gigabit Adapters One to five years Unmanaged switches, hubs, USB hubs, routers, fiber One to five years Other - Adapters One to five years AsantePrint and AsanteTalk print routers, Gig cables Limited Lifetime 43 Longer warranty periods are provided on a limited basis including some "lifetime" warranties on some of the Company's older legacy products. From time to time, some of the Company's products may be manufactured to customer specifications and their acceptance is based on meeting those specifications. We historically have experienced minimal warranty costs related to these products. Factors that affect our warranty liability include the number of shipped units, historical experience and management's judgment regarding anticipated rates of warranty claims and cost per claim. We assess the adequacy of our recorded warranty liabilities every quarter and make adjustments to the liability if necessary. Changes in the Company's warranty liability, which is included as a component of "Accrued expenses" on the Balance Sheets, during the fiscal year ended September 27, 2003 are as follows (in thousands): Balance as of September 28, 2002 $ 430 Provision for warranty liability for sales during the fiscal year 305 Settlements made during the fiscal year (305) ----- Balance as of September 27, 2003 $ 430 ----- Note 5. Related Party Transactions The Company has a supply agreement (the "OSE Agreement") with Orient Semiconductor Electronics, Ltd., ("OSE"). OSE and one of its principal shareholders own, in aggregate, approximately 11.8% of the Company's Common Stock as of September 27, 2003. Under the OSE Agreement, the Company purchases from and sells at cost to OSE certain component parts. The Company is obligated to purchase goods only to the extent it has signed firm purchase commitments with OSE. At September 27, 2003, the Company's firm purchase commitments under the OSE Agreement were insignificant. For fiscal 2003, 2002, and 2001, the Company sold, at cost, approximately $7,000, $37,000, and $100,000, respectively, of component parts to OSE and purchased $100,000, $500,000, and $1.3 million, respectively, of goods from OSE. On March 16, 2000, the Company signed a Stock Purchase Agreement with Delta Networks Inc., and Delta International Holdings Ltd. The Company issued 500,000 shares at $3.00 per share, amounting to $500,000 from Delta Networks, and $1,000,000 from Delta International Holdings Ltd. During fiscal years 2003, 2002 and 2001, the Company purchased approximately $2.7 million, $3.2 million and $4.8 million respectively, of goods from Delta and sold component parts totaling approximately $14,000, $10,000 and $80,000, respectively, at cost to Delta. At September 27, 2003, the Company had approximately $100,000 in accounts payable to Delta and approximately $9,000 in receivables from Delta, and at September 28, 2002 the Company had 44 approximately $700,000 in accounts payable to Delta and approximately $29,000 in receivables from Delta. Note 6. Income Taxes There was no provision or benefit for income taxes made in fiscal years 2003, 2002, or 2001 as the Company incurred losses and provided a full valuation allowance against its deferred tax assets. Deferred tax assets, net, comprise the following at September 27, 2003 and September 28, 2002 (in thousands): 2003 2002 -------- -------- Deferred tax assets: Net operating losses $ 7,936 $ 5,141 Research and development credits 2,928 2,942 Inventory-related reserves 1,820 2,370 Receivable and sales-related reserves 510 687 Compensation accruals 100 100 Depreciation 98 103 Other reserves and accruals 128 91 -------- -------- Total deferred tax assets 13,520 11,434 Valuation allowance (13,520) (11,434) -------- -------- $ -- $ -- ======== ======== The Company believes that sufficient uncertainty exists regarding the realizability of the deferred tax assets such that a full valuation allowance was provided as of September 27, 2003 and September 28, 2002. At September 27, 2003, the Company had federal and state net operating loss carryforwards of approximately $16.5 million and $11.1 million, respectively, available to offset future taxable income which expire beginning in 2018 and 2003, respectively. In addition, as of September 27, 2003, the Company had approximately $1.9 million and approximately $1.3 million of federal and state research and development credits, respectively. The federal credits will expire beginning in 2012 if not utilized. The state tax credits will be carried forward until utilized. Under Internal Revenue Code Section 382 and 383, the future utilization of net operating losses and tax credits may be limited in certain circumstances where there is a significant ownership change. Events which may cause changes include, but are not limited to, a cumulative ownership change of more than 50% over a three year period. 45 A reconciliation between the Company's income tax provision and the amount computed by applying the statutory federal rate to income before taxes follows (in thousands): ` 2003 2002 2001 ------- ------- ------- Tax (benefit) at U.S. statutory rate $ (763) $ (751) $ (632) State taxes, net of federal benefits (131) (106) (90) Other 44 192 6 Valuation allowance 850 1,051 716 ------- ------- ------- $ -- $ -- $ -- ======= ======= ======= Note 7 Bank Borrowings The Company has a bank line of credit that provides for maximum borrowings of up to $2.0 million and is limited to a certain percentage (60%) of eligible accounts receivable. The line of credit is subject to certain covenant requirements, including maintaining certain net tangible worth amounts. The line of credit agreement was set to expire in November 2003. However, the parties entered into an amendment to extend the line of credit term to January 31, 2004 during which time the Company negotiated a renewal of its line of credit with the bank. On February 11, 2004, the line of credit was renewed for a term of one year with a maturity date of January 30, 2005. As of February 11, 2004, approximately $500,000 was available on this line of credit and the Company was in compliance with the covenants of the agreement. Note 8. Stockholders' Equity Preferred Stock There are 2,000,000 shares of Preferred Stock authorized by the Board of Directors none of which have been issued. Stock Based Compensation Plans As of September 27, 2003, the Company had granted options under five stock-based compensation plans that are described below. The 2001 Stock Option Plan allows for issuance of options to Company employees and consultants to purchase a maximum of 1,000,000 shares of common stock plus 7% of the outstanding common shares as of the last day of the immediately preceding year beginning in fiscal year 2002. This plan replaces the Company's 1990 Stock Option Plan (the 1990 Plan) which allowed for the issuance of options to Company employees and consultants to purchase a maximum of 4,597,333 shares of common stock. The 1990 Plan expired in May 2000, and was temporarily replaced by the 2000 Non-Statutory Stock Option Plan which allows for issuance of options to Company employees and consultants to purchase a maximum of 120,000 shares of common stock. 46 The Directors' Stock Option Plan allows for the issuance of options to directors of the Company who are not employees of, or consultants to, the Company or any affiliate of the Company. The Directors' Stock Option Plan allows for the issuance of options to Non-Employee Directors to purchase a maximum of 300,000 shares of common stock. The Directors Plan expired in October 30, 2003, and the Company is in the process of drafting a replacement plan. The Key Executive Option Plan allows for the issuance of options to key employees of the Company who are not recognized under the Directors' Stock Option Plan. The Key Executive Option Plan allows for the issuance of options to Key Employees to purchase a maximum of 404,999 shares of common stock. The Key Executive Option Plan expired in July 2003. The Company is currently in the process of drafting a replacement plan. Individuals owning more than 10% of the Company's stock are not eligible to participate in the above Plans unless the exercise price of the option is at least 110% of the fair market value of the common stock at the date of grant. Incentive stock options issued to holders of less than 10% of the Company's stock must be issued at exercise prices no less than the fair market value of the Company's common stock per share on the date of grant and with expirations not to exceed ten years from the grant date. Under the terms of the Plans, options are granted at 100% of the fair market value of the common stock at the date of grant with an expiration date of ten years from the date of grant. Initial option grants generally become vested over a period of four years from the date of hire, commencing on the date one year after the date of grant of the initial option. Unexercised options terminate three months after an Optionee's termination of all service with the Company and its affiliates. It is expected that the replacement plans will have terms similar to those of the expired plans. Currently, the Company may not issue new options from those plans which expired. Activity under the 1990 Stock Option Plan, 2000 Nonstatutory Stock Option Plan, 2001 Stock Option Plan, Directors' Stock Option Plan and the Key Executive Option Plan are summarized as follows: 2003 2002 2001 --------------------------- --------------------------- --------------------------- Weighted Weighted Weighted Number Average Number Average Number Average of Price per of Price per of Price per Shares Share Shares Share Shares Share --------- -------- --------- -------- --------- -------- Beginning Balance 1,719,520 $ 1.58 1,613,058 $ 1.82 1,576,971 $ 1.91 Granted 29,000 $ 0.10 230,726 $ 0.17 125,500 $ 0.81 Exercised (3,592) $ 0.19 -- -- (2,516) $ 0.87 Canceled (253,585) $ 2.48 (124,264) $ 2.22 (86,897) $ 1.74 --------- --------- --------- Ending Balance 1,491,343 $ 1.41 1,719,520 $ 1.58 1,613,058 $ 1.82 ========= ========= ========= 47 The following table summarizes information about stock options outstanding at September 27, 2003: Options Outstanding Options Exercisable ----------------------------------------- ----------------------- Weighted Average Weighted Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Prices Outstanding Life in Years Price Exercisable Price --------------- ----------- ------------- ----- ----------- ----- $0.0800 - $0.2800 194,581 8.26 $0.20 72,040 $0.21 $0.6400 - $0.8125 46,650 7.33 $0.79 25,900 $0.79 $0.8750 - $0.8750 197,100 5.87 $0.88 195,433 $0.88 $0.9000 - $1.000 83,900 6.10 $0.94 81,500 $0.94 $1.0320 - $1.0320 600,000 5.85 $1.03 600,000 $1.03 $1.6250 - $2.3750 155,437 5.93 $1.98 137,378 $1.98 $2.5000 - $4.6250 149,150 2.72 $3.15 149,150 $3.14 $5.0000 - $6.3125 57,325 2.90 $5.69 57,325 $5.69 $6.5000 - $6.5000 1,000 2.79 $6.50 1,000 $6.50 $6.8750 - $6.8750 6,200 3.08 $6.88 6,200 $6.88 --------- --------- $0.0800 - $6.8750 1,491,343 5.79 $1.41 1,325,926 $1.52 ========= ========= Under SFAS No. 123, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants during fiscal 2003, 2002, and 2001, risk free interest rates ranging at the date of grant from 2.90% to 6.79%; expected average volatility of 85%, 120%, and 119%, respectively; an expected option term of four years, and no expected dividends. The weighted average fair value of stock options granted under the plans for fiscal 2003, 2002, and 2001 was $0.16, $0.17, and $0.69, respectively. In 1993, the Company adopted the Employee Stock Purchase Plan (the "Purchase Plan") covering an aggregate of 500,000 shares of common stock. During fiscal 2000 the Stockholders approved an amendment increasing the number of shares available for issuance under the Purchase Plan by 500,000 shares. Under the Purchase Plan, the Board of Directors may authorize participation by eligible employees, including officers, in periodic offerings following the commencement of the Purchase Plan. Employees who participate in the Purchase Plan can have up to 10% of their earnings withheld and used to purchase shares of common stock on specified dates as determined by the Board. The price of common stock purchased under the Purchase Plan is equal to 85% of the lower of the fair market value of the common stock determined by the closing price on the Nasdaq National Market System, at the commencement date or the ending date of each six month offering period. Sales under the Purchase Plan in fiscal 2003, 2002, and 2001 were 79,909, 62,839, and 88,202 shares of common stock, respectively, at an average price of $0.07, $0.15, and $0.64, respectively. On September 27, 2003, 264,102 shares of common stock were available for future purchase. 48 The fair value of the employee's purchase rights under SFAS No. 123, was estimated using the Black-Scholes model with the following assumptions used for grants during fiscal 2003, 2002, and 2001: risk free interest rates ranging from 2.90% to 6.73%, respectively, expected volatility of 85%, 120%, and 119%, respectively, an expected option term of six months for all years, and no expected dividends. The weighted average fair value of stock purchased under the Purchase Plan for fiscal 2003, 2002, and 2001, was $0.43, $0.15, and $0.72, respectively. If compensation expense under these plans had been recorded in the Company's financial statements pursuant to SFAS No. 123, the Company's net loss and net loss per share for fiscal 2003, 2002, and 2001 would have been as follows (in thousands, except per share amounts): 2003 2002 2001 ----------- ----------- ---------- Net loss: As reported $ (2,243) $ (2,208) $ (1,859) Pro forma $ (2,324) $ (2,397) $ (2,084) Net loss per share As reported Basic and diluted $ (0.22) $ (0.22) $ (0.19) Pro forma Basic and diluted $ (0.23) $ (0.24) $ (0.21) Such pro forma disclosures may not be representative of future compensation cost because options vest over several years and additional grants are made each year. Note 9. Commitments The Company has an operating lease for its main facility that expires on August 31, 2004. Other leases for sales offices expire through 2005. Rent expense under such operating leases aggregated approximately $720,000, $714,000, and $692,000, for fiscal 2003, 2002, and 2001, respectively. Certain leases require the Company to pay a portion of facility operating expenses. Future minimum lease payments under these leases at September 27, 2003 are as follows (in thousands): Year ---- 2004 821 2005 9 -------- $ 830 As of September 27, 2003, none of the Company's existing facilities are being subleased. 49 Note 10. Litigation From time to time the Company is subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of trademarks and other intellectual property rights. The Company does not believe that any of these legal proceedings or claims are likely to have a material adverse effect on the Company's results of operations, financial condition or cash flows. In September 1999, certain inventory having a cost of approximately $400,000 was seized by the United States Customs for the alleged improper use of certification marks owned by Underwriters Laboratories Inc. ("UL"). In March 2003, the US Attorney and the Company entered into a final settlement under which the seized inventory was returned to the Company and the Company was obligated to pay $57,000, and remove improper marks from the product. Note 11. Subsequent Event On December 18, 2003, the Company signed a Letter of Intent with UNETEK, for the private investment of funds with the Company for approximately $3.0 million. Additionally, on December 23, 2003, the Company entered into a new, non-binding, Letter of Intent to merge with Oblique, Inc. The Merger was conditioned upon, among other things, an expedited due diligence period, and several other factors, including an expedited process to arrive at a Definitive Merger Agreement with certain minimum acceptable terms including a bridge funding of approximately $1.0 million. The Company plans on proceeding with only one of these transactions, however, and the Board of Directors is currently evaluating each of these proposals. 50 Unaudited Quarterly Results Of Operations (In Thousands Except Net Loss Per Share): Fiscal 2003 Quarter Ended -------------------------------------------------------------------------------- September 27 June 28 March 29 December 28 ------------ ------- -------- ----------- Net sales $ 2,933 $ 2,677 $ 2,564 $ 3,834 Gross profit $ 897 $ 910 $ 997 $ 1,447 Net loss $ (579) $ (600) $ (755) $ (309) Net loss per share $ (0.06) $ (0.06) $ (0.07) $ (0.03) Fiscal 2002 Quarter Ended -------------------------------------------------------------------------------- September 27 June 28 March 29 December 28 ------------ ------- -------- ----------- Net sales $ 3,371 $ 4,002 $ 3,904 $ 3,959 Gross profit $ 1,291 $ 1,426 $ 1,452 $ 1,317 Net loss $ (42) $ (413) $ (627) $(1,126) Net loss per share $ (0.00) $ (0.04) $ (0.06) $ (0.11) 51 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE As previously reported on Form 8-K filed with the SEC on August 5, 2003, on July 28, 2003, the Company dismissed PricewaterhouseCoopers LLP ("PWC") as its independent accountants subject to completion of services related to the restatement of the Company's financial statements as of September 28, 2002 and September 29, 2001 and for each of the three fiscal years in the period ended September 28, 2002. The Company's amended Form 10-K for fiscal year 2002 reflecting the restatement was filed with the SEC on January 5, 2004. The Company's Audit Committee participated in and approved the decision to change independent accountants. The reports of PricewaterhouseCoopers LLP on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. In connection with its audits for the two most recent fiscal years and through July 28, 2003, there have been no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years. The Company engaged Odenberg, Ullakko, Muranishi & Co. LLP ("OUMC") as its new independent accountants as of July 28, 2003. During the two most recent fiscal years and through July 28, 2003, the Company has not consulted with OUMC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company or oral advice was provided that the Company concluded was an important factor considered by it in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 204(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K. ITEM 9A. CONTROLS AND PROCEDURES (a) Disclosure controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) as of the end of the period covered by this Annual Report on Form 10-K, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures, as modified by the changes discussed in subparagraph (b) below, are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods 52 specified in Securities and Exchange Commission rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. (b) Changes to internal controls over financial reporting. During fiscal years 1998 and 1999, the Company reported reserves offsetting accounts receivable for customers' product returns, price protection and other customer sales price rebates, as well as accruals for market development funds and other related obligations due to reseller customers that were relatively large compared to the sales activities with those customers. The Company undertook an investigation of this issue in 2003 and determined that a portion of such reserves and accruals were overstated at October 2, 1999 and in earlier periods and were misstated in periods subsequent to October 2, 1999. As a result of the foregoing, the Company has restated its financial statements for each of the three fiscal years in the period ended September 28, 2002. In connection with their audits of the restatement of previously issued financial statements, the Company's prior independent auditors identified a "material weakness" (as defined under standards established by the AICPA) relating to the Company's initial recording and management's review and oversight of certain accounting estimates. In response to the above and the Company's investigation, the Company, under the direction of the Audit Committee, has directed management to dedicate resources and take steps to strengthen control processes and procedures in order to identify and prevent a recurrence of the circumstances that resulted in the need to restate prior period financial statements. 53 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The directors and executive officers of the Company, their ages as of January 30, 2004, and certain information regarding each of them are as follows: Name Age Position with the Company Director Since ---- --- ------------------------- -------------- Wilson Wong 56 Chairman, President and Chief Executive Officer 1988 Jeff Lin 53 Chief Operating Officer and Director 1988 Edmond Y. Tseng 56 Director 1989 Michael D. Kaufman* Director 1995 Rusty Callihan 54 Vice President of Sales Anthony Contos 40 Vice President of Finance and Administration Steven Dix 44 General Manager and Senior Vice President Sales and Marketing Jim Hsia 41 Vice President of Product Marketing and Business Development Chiu K. Fung 56 Vice President of Operations ---------------------------------------- *On August 15, 2003, Michael Kaufman informed management of his resignation from the Board of Directors. Mr. Kaufman's reasons for resigning from the Board were not related to the Company's restatement, or the Company's then ongoing merger activity. Mr. Wong co-founded the Company in 1988, and has served as President, Chief Executive Officer and Chairman of the Board of Directors since January 1, 1999. Mr. Wong also continues to serve as Vice President of Engineering. Prior to his return to the Company as Vice President of Engineering on September 10, 1998, Mr. Wong was Chief Executive Officer of Pixo Arts Corporation. From 1994 to August 1997, he served as Vice President and General Manager for the Company. From 1993 to 1994, he served as Vice President and General Manager for the Company's Client Access products. From 1988 to 1993, he served as the Company's President and Chief Executive Officer. Mr. Lin co-founded the Company in 1988, and has been a director of the Company since 1988. He rejoined the Company as an executive officer in June 2002. Mr. Lin is also a General Partner of Proton Management Consulting located in San Jose, a venture management company. Prior to that, Mr. Lin served as Chairman and Chief Executive Officer of United Optical Networks International, a supplier of fiber optic components, and as Chairman of FITGlobal, an online transaction company. Prior to that, Mr. Lin was President and Chief Executive Officer of Lite-On Communications Corporation, which is an internetworking company located in Taiwan. Lite-on Communications is a subsidiary of Lite-On Group, which is one of Asante's OEM suppliers in Asia. Mr. Lin co-founded Asante Technologies, Inc. (the "Company") in 1988, and served as 54 President, Chief Executive Officer and Chairman of the Board of Directors from July 1994 until December 31, 1998. Since his resignation as President and Chairman of the Board of Directors, Mr. Lin has served as a Director of the Company. Mr. Lin also held the position of Vice President of Engineering from November 1997 until August 1998. From June 1993 through July 1994, he served as Vice President, General Manager of Network Systems Business for the Company. From 1991 to 1993, he served as the Company's Chairman of the Board of Directors and Chief Operating Officer. From 1988 to 1991, Mr. Lin served as the Company's Vice President of Operations and Engineering, Chief Financial Officer and Secretary. Mr. Tseng has served as President and Chief Executive Officer of OSE, Inc., a semiconductor products company which serves as the exclusive North American sales representative for Orient Semiconductor Electronics, Ltd., since January 1990. Orient Semiconductor Electronics, Ltd. is one of Asantes OEM suppliers in Asia. See "Security Ownership of Directors, Officers and Certain Beneficial Owners" and "Certain Relationships and Related Transactions." Prior to that time, Mr. Tseng was the Director of Engineering at Condata, Inc., an electronics products and engineering consulting company. Mr. Rusty Callihan rejoined the Company in August 1999 and currently serves as Vice President of Sales. Mr. Callihan initially joined the Company in October 1990 and served in various sales positions until July 1996. Prior to rejoining the Company Mr. Callihan was the Vice President of Sales for UMAX Corporation from June 1997 to July 1998. He also held senior sales management positions with RasterOps Corporation and Apple Computer Inc. Mr. Anthony Contos joined the Company in June 1994, and has served as Vice President of Finance and Administration, and corporate Secretary since August 1999. From October 1997 to August 1999 he served as the Company's Corporate Controller/Director of Finance. Prior to joining the Company Mr. Contos was a financial consultant for Electronic Arts, Inc. where he was responsible for the international consolidation activities. Prior to that he was a financial and operations analyst with Ross Stores. Mr. Steven Dix rejoined the company in October 2003 and currently serves as Senior Vice President and General Manager. Mr. Dix initially joined the company in 1993 and served as Director of Int'l Sales and Marketing until 1994. Prior to rejoining the company Mr. Dix was the VP of Sales and Marketing for NETGEAR, Inc. from Feb 1996 until March 2003. He has held senior sales management positions with Borland, SysKonnect and Farallon Computing Mr. Jim Hsia joined the Company in September 1999 and served as Vice President of Marketing for the Company. Mr. Hsia now serves as Vice President of Product Marketing and Business Development. From February 1996 to September 1999 Mr. Hsia was the Vice President of Marketing at ZNYX Corporation. Prior to that he held various marketing positions at National Semiconductor, Eagle Technology (a business unit of Artisoft), Accton Technology and 3Com Corporation. 55 Mr. Chiu K. Fung (C.K.) joined the Company in October 2000, and has served as Vice President of Operations since October 2001. Before that Mr. Fung held the position of Senior Director of Operations with the Company. From June 1998 to June 2000, Mr. Fung served as Monitor Service Manager for Nakamichi America Corporation where he was responsible for management of service and repair operations. From December 1995 to March 1998, Mr. Fung served as Technical Director at Orient Power Holding Ltd. where he was responsible for management of their audio business unit. Prior to that, Mr. Fung held other management positions in operations. There are no family relationships among the directors and executive officers of the Company. Board Meetings and Committees The Board of Directors of the Company held a total of eight meetings and acted by written consent two times during the fiscal year ended September 27, 2003. During fiscal 2003, no director attended fewer than 75% of the meetings of the Board of Directors and its committees upon which such director served. The Board of Directors has an Audit Committee and a Compensation Committee. The Board of Directors has no nominating committee or any committee performing similar functions. The information contained in the following sections entitled "Audit Committee" and "Audit Committee Report" shall not be deemed to be "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, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference into such filing. Audit Committee The Audit Committee of the Board of Directors, which consisted of Mr. Lin, Mr. Kaufman (who resigned in August, 2003) and Mr. Tseng, met three times during the last fiscal year of the Company. The Company's Common Stock trades on the OTC (Over-the-Counter) Bulletin Board, and, accordingly, the Company is not subject to the rules of the Nasdaq Stock Market. During the last fiscal year, the Audit Committee did not consist solely of members who are independent directors within the meaning of Rule 4200(a)(14) of the Market Place Rules of the Nasdaq Stock Market. The Board of Directors has adopted a written charter for the Audit Committee, the functions of the Audit Committee include, among others: recommending to the Board of Directors the retention of independent public accountants, subject to stockholder approval; reviewing and approving the planned scope, proposed fee arrangements and results of the Company's annual audit; reviewing and evaluating the Company's accounting principles and its system of internal accounting controls; and reviewing the independence of the Company's independent accountants. 56 Audit Committee Report for the Fiscal Year ended September 27, 2003 The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended September 27, 2003 with the Company's management. The Audit Committee has discussed with Odenberg, Ullakko, Muranishi & Co. LLP, the Company's independent public accountants, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees. The Audit Committee has also received the written disclosures and the letter from Odenberg, Ullakko, Muranishi & Co. LLP required by Independence Standards Board Standard No. 1, Independence Discussion with Audit Committees and the Audit Committee has discussed the independence of Odenberg, Ullakko, Muranishi & Co. LLP with that firm. The Audit Committee reviewed non-audit services provided by its independent accountants for the last fiscal year, and determined that those services did not impair the accountants' independence. The Audit Committee is also responsible for handling disagreements with the Company's independent accountants or the termination of their engagement. Based on the Audit Committee's review and discussions noted above, the Audit Committee recommended to the Board of directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2003 for filing with the Securities and Exchange Commission. In addition, the Audit Committee reviewed and recommended to the Board that Odenberg, Ullakko, Muranishi & Co. be retained by the Company for the fiscal year ending October 4, 2004. Submitted by The Audit Committee Jeff Yuan-Kai Lin Edmond Y. Tseng Compensation Committee The Compensation Committee of the Board of Directors, which during the fiscal year ended September 27, 2003, consisted of Mr. Kaufman (who resigned in August 2003) and Mr. Tseng, met four times during the year. The Compensation Committee reviews and approves the Company's executive compensation policy, including the salaries and target bonuses of the Company's executive officers. In addition, the Compensation Committee administers the Company's stock plans, which includes recommending or approving the grant of options to new and existing employees (including officers and employee directors). Compensation Committee Interlocks and Insider Participation For the fiscal year ended September 27, 2003, the Compensation Committee consisted of Mr. Kaufman (who resigned in August 2003) and Mr. Tseng, neither of who is an officer of the Company. 57 Mr. Tseng is the President and Chief Executive Officer and Dr. Duh is a director of OSE, Inc., a semiconductor products company which serves as the exclusive North American sales representative for Orient Semiconductor Electronics, Ltd. ("OSE"). The Company subcontracts the manufacturing of a substantial portion of its products through OSE. Under the Company's arrangement with OSE, the Company purchases certain components from third party vendors and sells these components to OSE at cost. OSE purchases or manufactures other components, assembles printed circuit boards, and tests and packages products for the Company on a purchase order basis. The Company is obligated to purchase products only to the extent it has signed firm purchase commitments with OSE. During fiscal 2001, 2002 and 2003, the Company's purchases from OSE totaled $1.3 million, $0.5 million and $0.1 million, respectively. The Company's arrangement with OSE provides for payment terms of 45 days from date of receipt of product. The Company sells certain component parts to OSE with payment terms similar to those granted to the Company. OSE and its affiliates are significant stockholders of the Company. A portion of the purchases from OSE included payments to OSE, Inc. See "Security Ownership of Directors, Officers and Certain Beneficial Owners." COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION In fiscal 2003, the Compensation Committee ("Committee") consisted of Mr. Kaufman (who resigned in August 2003) and Mr. Tseng, neither of whom is or has been an employee of the Company. The Committee is responsible for reviewing the compensation and benefits for the Company's executive officers, as well as supervising and making recommendations to the Board on compensation matters generally. The Committee also administers the Company's stock option and purchase plans and makes grants to executive officers under the Company's Key Executive Stock Plan and 2001 Stock Option Plan. The Committee held four meetings during fiscal 2003. The following report is submitted on behalf of the Compensation Committee. Compensation Policies The Company operates in the high technology industry, characterized by rapid changes and extreme competition. The Board's compensation philosophy is to provide cash and equity incentives to the Company's executive officers and other employees to attract highly qualified personnel in order to maintain the Company's competitive position. The Board's compensation program goals are to: attract, retain and motivate qualified executive officers and employees who contribute to the Company's long-term success; align the compensation of executive officers with the Company's business objectives and performance; and align incentives for executive officers with the interests of stockholders in maximizing value. 58 Compensation Components The compensation for executive officers generally consists of salary, annual incentives and stock option awards. Base Salary. The salaries of each of the executive officers of the Company are generally based on salary levels of similarly sized companies, primarily those located in Silicon Valley. The Committee reviews generally available surveys and other published compensation data. The compensation of the executive officers, including the Chief Executive Officer, are generally reviewed annually by the Committee and/or the Board and adjusted on the basis of performance, the Company's results for the previous year and competitive conditions. Due to the Company's recurring operating losses and beginning in April 2001, the Compensation Committee recommended and the Company implemented a temporary salary reduction program which effects all salaries over certain minimum levels. Such salary reduction program affects primarily executive officer compensation and was implemented as part of the Company's cost cutting efforts. Bonuses. The Company's intention is to develop bonus compensation plans designed to reward the Company's executive officers based on the Company's financial performance. There is no bonus plan in place for officers at this time. The Company has a profit sharing plan approved by the Board of Director's during fiscal 2001. However, there were no bonuses earned under the profit sharing plan during fiscal year 2003. This plan covers all active, full-time employees of the Company who have been with the Company for a certain minimum period of the applicable fiscal year. Cash payments under the plan shall be made subsequent to the Company's applicable fiscal year and be based on yearly net income. Equity-Based Compensation. The Company enables all eligible employees, including executive officers other than Mr. Wong, to purchase the Company's Common Stock at a discount by participating in the Company's 1993 Employee Stock Purchase Plan. In addition, the Company periodically grants to its executive officers stock options under the 2001 Stock Plan, and the Key Executive Plan, and grants to other employees stock options under the 2001 Stock Plan, in order to provide additional incentive for such persons. The Committee believes that such incentive promotes the long-term interests of the Company's stockholders. Options generally vest over a four-year period to encourage option holders to continue employment with the Company. In granting options, the Committee takes into account each individual's level of responsibility within the Company and such individual's expected future contribution, as well as the number of shares and outstanding options already held by the individual. The Board has adopted a stock option grant policy, pursuant to which employees (including officers except for Mr. Wong) may receive annual stock option grants, generally on their review date with the Company, in amounts based on certain criteria including continuous time with the Company, current salary, responsibilities, and job performance. Employees may also be entitled to receive additional 59 option grants where the employee's job has significantly changed through growth or promotion. The exercise price of all options is the market price on the date of grant. Compensation of Chief Executive Officer The process of determining the compensation for the Company's Chief Executive Officer and the factors taken into consideration in such determination are generally the same as the process and factors used in determining the compensation of all of the executive officers of the Company. In fiscal 2003, the Company decreased the pay rates of most employee's, including the compensation of Mr Wong, as part of the Company's salary reduction program. Tax Deductibility of Executive Compensation Section 162(m) of the Code limits the federal income tax deductibility of compensation paid to the Company's Chief Executive Officer and to each of the other four most highly compensated executive officers. The Company may deduct such compensation only to the extent that during any fiscal year the compensation paid to any such individual does not exceed $1,000,000, unless compensation is performance-based and meets certain specified conditions (including stockholder approval). Based on the Company's current compensation plans and policies, the Committee does not anticipate, for the foreseeable future, that the Company will lose any significant tax deduction for executive compensation. This report presented herein was approved by a motion of the Board of Directors. FOR THE COMPENSATION COMMITTEE Edmond Tseng Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers and directors, and persons who own more than 10% of the Company's Common Stock, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities and Exchange Commission (the "SEC"). Such executive officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon its review of copies of such forms received by it, or on written representations from certain reporting persons that no other filings were required for such persons, the Company believes that, during the fiscal year ended September 27, 2003, its executive officers, directors and 10% stockholders complied with all applicable Section 16(a) filing requirements. 60 ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth all compensation received by the Named Officers for services rendered to the Company in all capacities for fiscal years ended September 29, 2001, September 28, 2002; and September 27, 2003: Long-Term Annual Compensation Compensation Awards ------------------------------------- ------------------- Number Name and Principal Position Restricted of Shares --------------------------- Other Annual Stock Underlying LTIP All Other Year Salary Bonus Compensation Awards Options Payouts Compensation (1) ---- ------ ----- ------------- ------ ------- ------- ---------------- ($) Wilson Wong 2003 84,000 - - - -- - 609 President and Chief Executive 2002 114,108 - - - -- - 920 Officer 2001 162,662 - - - -- - 789 Chairman of the Board Jeff Lin (2) 2003 84,000 - - - -- - 326 Chief Operating Officer 2002 49,002 - - - -- - 132 Rusty Callihan 2003 87,519 - - - -- - 5,335 Vice President of Sales 2002 162,473 - - - 2,500 - 759 2001 170,845 - - - 1,000 - 551 Anthony Contos 2003 115,696 - - - - - 214 Vice President Finance & 2002 127,669 - - - 5,000 - 222 Administration and Secretary 2001 136,412 - - - 2,573 - 248 Jim Hsia 2003 114,216 - - - - - 208 Vice President of Marketing 2002 131,721 - - - 2,500 - 256 2001 142,059 - - - 1,000 - 261 ----------------------------------- (1) Amount consists of premiums paid by the Company for life insurance, including compensation relating to over $50,000 Life Insurance and Executive Life. (2) Mr. Jeff Lin rejoined the Company as an officer on June 1, 2002. Stock Based Compensation Plans As of September 27, 2003, the Company had granted options under five stock-based compensation plans that are described below. 61 The 2001 Stock Option Plan allows for issuance of options to the Company employees and consultants to purchase a maximum of 1,000,000 shares of common stock plus 7% of the outstanding common shares as of the last day of the immediately preceding year beginning in fiscal year 2002. The 2000 Non-Statutory Stock Option Plan which allows for issuance of options to the Company employees and consultants to purchase a maximum of 120,000 shares of common stock. The Directors' Stock Option Plan is described under the section "Compensation of Directors" The Key Executive Option Plan allows for the issuance of options to key employees of the Company who are not recognized under the Directors' Stock Option Plan. The Key Executive Option Plan allows for the issuance of options to Key Employees to purchase a maximum of 404,999 shares of common stock. The Key Executive Option Plan expired in July 2003. The Company is currently in the process of redrafting a new plan to replace it. In 1993, the Company adopted the Employee Stock Purchase Plan (the "Purchase Plan") covering an aggregate of 500,000 shares of common stock. During fiscal 2000 the Stockholders approved an amendment increasing the number of shares available for issuance under the Purchase Plan by 500,000 shares. Under the Purchase Plan, the Board of Directors may authorize participation by eligible employees, including officers, in periodic offerings following the commencement of the Purchase Plan. Employees who participate in the Purchase Plan can have up to 10% of their earnings withheld and used to purchase shares of common stock on specified dates as determined by the Board. The price of common stock purchased under the Purchase Plan is equal to 85% of the lower of the fair market value of the common stock determined by the closing price on the Nasdaq National Market System, at the commencement date or the ending date of each six month offering period. Sales under the Purchase Plan in fiscal 2003, 2002, and 2001 were 79,909, 62,839, and 88,202 shares of common stock, respectively, at an average price of $0.07, $0.15, and $0.64, respectively. On September 27, 2003, 264,102 shares of common stock were available for future purchase. Option Grants in Last Fiscal Year The following table sets forth certain information with respect to stock options granted to each of the Named Officers during the fiscal year ended September 27, 2003. In accordance with the rules of the Securities and Exchange Commission, also shown below is the potential realizable value over the term of the option (the period from the grant date to the expiration date) based on assumed rates of stock appreciation of 5% and 10%, compounded annually. These amounts are based on certain assumed rates of appreciation and do not represent the Company's estimate of future stock price. Actual gains, if any, on stock option exercises will be dependent on the future performance of the Common Stock. 62 Option Grants in Last Fiscal Year Individual Grants Potential Realizable Value at Assumed Annual Rates of Number of Stock Price Shares % of Total Options Appreciation Underlying Granted to Exercise for Option Term (3) Options Granted Employees in Price ------------------- Name (1) Fiscal Year (2) Per Share Expiration Date 5% 10% ---- --- --------------- --------- --------------- -- --- Rusty Callihan 2,500 1.51% 0.120 5/1/12 $189 $478 Anthony Contos 5,000 3.02% 0.120 5/1/12 $377 $956 Jim Hsia 2,500 1.51% 0.120 5/1/12 $189 $478 Chiu K. Fung 10,000 6.03% 0.280 11/2/11 1,761 4,463 3,000 1.81% 0.120 5/1/12 226. 574 Jeff Lin 10,000 6.03% 0.2800 11/2/11 $1,761 $4,463 ------------------------ (1) All options were granted under either the Company's 2001 Stock Option Plan or the Company's Key Executive Stock Plan and have exercise prices equal to the fair market value on the grant date. All options vest and become exercisable over a four-year period, generally at the rate of 25% on the first anniversary of the date of grant and 1/48 per month thereafter, subject to the option holder's continued employment with the Company. Under the foregoing plans, the Board retains discretion to modify the terms, including the prices, of outstanding options (2) Based on options to purchase an aggregate of 79,909 shares granted in fiscal 2003. (3) Potential gains are net of exercise price, but before taxes associated with exercise. These amounts represent certain assumed rates of appreciation only, based on the Securities and Exchange Commission rules. Actual gains, if any, on stock option exercises are dependent on the future performance of the Common Stock, overall market conditions and the option holders' continued employment through the vesting period. The amounts reflected in this table may not necessarily be achieved. Option Exercises and Holdings The following table provides information with respect to option exercises in fiscal 2002, by the Named Officers and the value of such officers' unexercised options at September 27, 2003: 63 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values Number of Shares Underlying Unexercised Value of Unexercised Options at In-the-Money Options at Fiscal Year-End Fiscal Year-End (1) ------------------------------- --------------------------- Shares Acquired Value Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable ---- ----------- -------- ----------- ------------- ----------- ------------- Wilson Wong -- -- 600,000 - $ 0 $ 0 Jeff Lin 15,000 5,000 $ 750 $ 750 Anthony Contos -- -- 72,922 6,031 $ 581 $1,355 Jim Hsia 52,888 2,962 $ 269 $ 656 Rusty Callihan -- -- 60,083 3,417 $ 269 $ 656 Chiu K. Fung -- -- 13,250 9,750 $ 983 $ 1,448 ---------------------- (1) Market value of unexercised options is based on the price of the last reported sale of the Company's Common Stock on the OTC (Over-the-Counter) Bulletin Board of $0.43 per share on September 26, 2003 (the last trading day for fiscal 2003), minus the exercise price. Does not include options that had an exercise price greater than $0.43. Compensation of Directors Directors who are employees of the Company receive no fees for services provided as members of the Board of Directors, but are reimbursed for out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors and its committees. Directors who are not employees of the Company receive a fee of $1,000 for each meeting attended and are also reimbursed for out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and its committees. Non-employee Directors are also entitled to participate in the Company's 1993 Directors' Stock Option Plan (the "Directors' Plan"). The Directors' Plan, which was adopted by the Board of Directors in September 1993, and approved by the stockholders in October 1993, authorizes a total of 300,000 shares of Common Stock for issuance pursuant to options granted under the Directors' Plan. The Directors' Plan provides for an automatic grant of 40,000 shares of Common Stock to each non-employee Director on the date on which such individual first becomes a director. As approved by stockholders at the 1996 Annual Shareholder's Meeting, an amendment to the Directors' Plan also provides that each non-employee Director will be granted additional options for the purchase of 10,000 shares of Common Stock at the Board meeting immediately following the annual anniversary date of the non-employee Director's commencement of service on the Board of Directors. 64 Initial options granted under this plan have terms of ten years and typically the shares underlying the option vest over four years at the rate of 25% on the one year anniversary date, with the remaining shares vesting monthly in equal increments over the remaining three years. Subsequent options granted under this plan have a term of ten years and typically vest over the four years at the rate of 25% annually from the anniversary date. The exercise price of each option granted equals 100% of the fair market value of the Common Stock on the grant date, based on the closing price of the Common Stock as reported on the OTC (Over-the-Counter) Bulletin Board. Options granted under the Directors' Plan must be exercised within three months following the end of the optionee's tenure as a director of the Company, or within six months after the termination of a director's tenure due to death or disability; options not so exercised are then cancelled and may be reissued pursuant to the 1993 Directors' Stock Option Plan. The Directors' Plan is designed to work automatically, without administration; to the extent administration is necessary, however, such services are provided by those who administer the Company's stock plans. The Directors' Plan has been structured so that options granted to non-employee Directors will qualify as transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. The Director's Plan expired on October 30, 2003 and the Company is in the process of redrafting a new plan to replace it. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information known to the Company with respect to beneficial ownership of the Company's Common Stock as of December 31, 2003, by (i) each beneficial owner of more than 5% of the Company's Common Stock, (ii) the Company's Chief Executive Officer and each of the four other most highly compensated executive officers during the fiscal year ended September 27, 2003, (collectively, the "Named Officers"), (iii) each director of the Company and (iv) all directors and executive officers of the Company as a group. Except as otherwise indicated, each person has sole voting and investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. 65 Shares Percentage Beneficially Beneficially Beneficial Owner Owned Owned ------------------ -------- ------ Jeff Yuan-Kai Lin (1) 1,173,000 11.6% Wilson Wong (2) 1,774.250 17.5% Dr. Eugene C.Y. Duh (3) 1,199,504 11.8% OSE, Ltd.(4)(5) 25,293 0.02% MK GVD Fund(6) 500,000 4.9% Michael D. Kaufman(6) 8,333 0.1% Delta International Holding, Ltd(7) 333,333 3.3% Delta Networks, Inc.(7) 166,667 1.6% Edmond Tseng(8)(9) 98,333 1.0% Rusty Callihan(10) 60,083 * Anthony Contos (11) 72,922 * Jim Hsia(12) 58,299 * Chiu K. Fung(13) 13,250 * All directors and executive officers as a group 5,483.267 54.0% (9 persons) *Represents less than one percent of the outstanding Common Stock. ----------------------- (1) The address for Mr. Lin is 821 Fox Lane, San Jose, California 95131. Includes 15,000 shares issuable under stock options exercisable within 60 days of December 31, 2003. (2) The address for Mr. Wong is 821 Fox Lane, San Jose, California 95131. Includes 587,498 shares issuable under stock options exercisable within 60 days of December 31, 2003. (3) The address for Dr. Duh is Orient Semiconductor Electronics, Ltd., No. 12-2 Nei Huang S. Rd., NEPZ Kaohsiung 81120, Taiwan, ROC. (4) Dr. Duh is a Director of OSE Ltd. As such, Dr. Duh may be deemed to be a beneficial owner of these shares. (5) Dr. Duh is a Director and Mr. Tseng is President of OSE, Inc. As such, Dr. Duh, Mr. Tseng, and OSE Ltd. may be deemed to be beneficial owners of these shares. (6) The address for MK GVD Fund and Mr. Kaufman is 2471 E. Bayshore Road, Suite 520, Palo Alto, California 94303. Mr. Kaufman and Gregory Lahann are general partners of MK GVD Management. Each of these individuals shares voting and investment power with respect to the shares held by MK GVD Fund, and therefore may be deemed to be beneficial owners of such shares. (7) Delta International Holding, Ltd, and Delta Networks, Inc. are related parties, and therefore may be deemed to be beneficial owners of such shares. (8) The address for Edmond Tseng is Orient Semiconductor, Inc., 2221 Old Oakland Rd, San Jose, CA 95131. (9) Includes 55,000 shares issuable under stock options exercisable within 60 days of December 31, 2003. (10) All shares indicated are issuable under stock options exercisable within 60 days of December 31, 2003. (11) All shares indicated are issuable under stock options exercisable within 60 days of December 31, 2003. (12) Includes 52,888 shares issuable under stock options exercisable within 60 days of December 31, 2003. (13) All shares indicated are issuable under stock options exercisable within 60 days of December 31, 2003. 66 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Delta Electronics Group of Companies includes Delta Networks, Inc. and Delta International Holdings, Ltd. who owns 166,667 and 333,333, respectively, of the Company's common stock, which together represents approximately 5.0% of the common stock of the Company. The Company subcontracts the manufacturing of a substantial portion of its products through Delta Networks, Inc. ("Delta"). Under the Company's arrangement with Delta, the Company purchases certain components from third party vendors and sells these components to Delta at cost. Delta purchases or manufactures other components, assembles printed circuit boards, and tests and packages products for the Company on a purchase order basis. The Company is obligated to purchase products only to the extent it has signed firm purchase commitments with Delta. During fiscal 2002 and 2003, the Company's purchases from Delta totaled $3.2 million and $2.7 million, respectively. The Company's arrangement with Delta provides for payment terms of 90 days from date of receipt of product. The Company sells certain component parts to Delta with payment terms similar to those granted to the Company. Delta and its affiliates own in aggregate approximately 5% of the Company. See "Security Ownership of Certain Beneficial Owners and Management" 67 PART IV ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES Pursuant to SEC Release No. 33-8183 (as amended by release No. 33-8183A), the disclosure requirements of this Item are not effective until the Annual Report on Form 10-K for the Company's first fiscal year ending after December 15, 2003. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) Financial Statements - See Index to Financial Statements and Financial Statement Schedule at page 30 of this Form 10-K. (2) Financial Statement Schedule - See Index to Financial Statements and Financial Statement Schedule at page 30 of this Form 10-K. (3) Exhibits - See Exhibit Index at page 69 of this Form 10-K. (b) The Registrant filed or amended the following reports on Form 8-K during the last quarter of the fiscal year ended September 27, 2003: (1) On August 5, 2003 the Company filed a Form 8-K reporting an Item 4 event relating to the change of its certifying accountants. (2) On August 14, 2003 the Company filed a Form 8-K reporting an Item 9 event regarding the Company's intention to restate its historical financial statements from fiscal year 2002 and prior. (3) On September 17, 2003 the Company filed a Form 8-K reporting an Item 5 event regarding its termination of the Merger Agreement with Oblique, Inc. and the signing of a Letter of Intent to merge with Acorn Campus. (c) See Exhibit Index at page 69 of this Form 10-K. (d) See Index to Financial Statements and Financial Statement Schedule at page 30 of this Form 10-K. 68 EXHIBIT INDEX Number Description of Document ------ ----------------------- 2.1 Agreement and Plan of Merger between Registrant and Asante Technologies, Inc., a California corporation, effective October 12, 1993.(1) 3.1 Certificate of Incorporation of Registrant. (1) 3.1A Certificate of Amendment of Certificate of Incorporation of Registrant. (1) 3.1B Certificate of Retirement of Stock of Registrant. 3.2 By Laws of Registrant. (1) 4.1 Form of Common Stock certificate.(1) 10.1* 1990 Stock Option Plan and form of Option Agreement.(1) 10.2* 1993 Directors' Stock Option Plan and form of Option Agreement.(1) 10.3* 1993 Employee Stock Purchase Plan and form of subscription agreement thereunder.(1) 10.4* Form of Key Executive Stock Plan Agreement.(1) 10.5 Form of Indemnification Agreement entered into between Registrant and its directors and officers.(1) 10.6 Registration Rights Agreement dated July 10, 1992 between Registrant and certain holders of Common Stock and Series E Preferred Stock.(1) 10.7 Lease dated July 16, 1992 for facilities located at 821 Fox Lane in San Jose, California.(1) 10.8 Manufacturing Payment Agreement dated October 1, 1990 between Registrant and Orient Semiconductor Electronics, Ltd.(1) 10.9 Distribution Agreement dated November 2, 1989 between Registrant and Ingram Micro, Inc., as amended.(1)(2) 10.10 Distribution Agreement dated June 19, 1989 between Registrant and Merisel, Inc. (formerly Macamerica), as amended.(1)(2) 10.11 Distribution Agreement dated August 30, 1990 between Registrant and TechData Corporation, as amended.(1)(2) 10.12 Volume Purchase Agreement dated April 15, 1992 between Registrant and National Semiconductor Corporation.(1)(2) 10.13 Sublease agreement dated August 21, 1995 for facilities located at 821 Fox Lane in San Jose, California, and amendments pertaining thereto.(1)(2) 10.14 Extension of Sublease Agreement dated June 10, 1997.(2) 10.15 Distribution Agreement dated September 30, 1992 between Registrant and MicroWarehouse.(4) 23.1 Consent of Odenberg, Ullakko, Muranishi & Co. LLP 69 23.2 Consent of PricewaterhouseCoopers LLP 31.1 Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * The item listed is a compensatory plan. (1) Previously filed as an Exhibit to the Registrant's Registration Statement on Form S-1 (No. 33-70300). (2) Confidential treatment granted as to certain portions of these exhibits. (3) Previously filed as an Exhibit to the Registrant's Form 10-K for the fiscal year ended September 30, 1994. (4) Previously filed as an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 1998. 70 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 on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. March 5, 2004 ASANTE TECHNOLOGIES, INC. By: /s/Wilson Wong ----------------------------------- Wilson Wong, President and Chief Executive Officer By: /s/Robert Pendergrass Robert Pendergrass Interim Chief Financial Officer and Secretary 71 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilson Wong and Robert Pendergrass, and each of them, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated: Signature Title Dates ---------------------------------------- ------------------------------------------------- ------------------------- /s/ Wilson Wong President and Chief Executive Officer March 5, 2004 ---------------------------- (Principal Executive Officer) and Director (Wilson Wong) /s/ Robert Pendergrass Acting Chief Financial Officer, President of March 5, 2004 ---------------------------- Finance and Administration (principal (Robert Pendergrass) Finance and Accounting Officer) /s/ Edmond Tseng Director March 5, 2004 ---------------------------- (Edmond Tseng) /s/ Jeff Yuan Kai Lin Director March 5, 2004 ---------------------------- (Jeff Yuan Kai Lin) 72 SCHEDULE II ASANTE TECHNOLOGIES, INC. VALUATION AND QUALIFYING ACCOUNTS (In thousands) Additions Balance at Charged to Balance at Beginning Costs and End of Description of Period Expenses Deductions Period ----------- --------- -------- ---------- ------ Year ended September 29, 2001 Allowance for doubtful accounts, price protection and distributor rebates $ 2,043 $ 974 $(1,111) $ 1,906 Allowance for sales returns 568 36 (172) 432 ------- ------- ------- ------- $ 2,611 $ 1,010 $(1,283) $ 2,338 ======= ======= ======= ======= -------------------------------------------------------------------------------------------------------- Year ended September 28, 2002: Allowance for doubtful accounts, price protection and distributor rebates $ 1,906 $ 864 $(1,334) $ 1,436 Allowance for sales returns 432 75 (173) 334 ------- ------- ------- ------- $ 2,338 $ 939 $(1,507) $ 1,770 ======= ======= ======= ======= -------------------------------------------------------------------------------------------------------- Year ended September 27, 2003: Allowance for doubtful accounts, price protection and distributor rebates $ 1,436 $ 1,029 $(1,486) $ 979 Allowance for sales returns 334 228 (345) 217 ------- ------- ------- ------- $ 1,770 $ 1,257 $(1,831) $ 1,196 ======= ======= ======= ======= 72