SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended September 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the Transition Period from  to
 Commission File Number 0-23212
 Telular Corporation
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    36-3885440
(I.R.S. employer
identification no.)
 311 South Wacker Drive, Suite 4300, Chicago, Illinois 60606-6622
(Address of principal executive offices and zip code)
 (312) 379-8397
(Registrants telephone number, including area code)
 Securities registered pursuant to 12(b) of the Act:
 Title of Each Class 
Common Stock, $.01 Par Value
    
    Name of each exchange on which registered
The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAPART IIIITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANYITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSIGNATURESExhibit IndexExhibit 21Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32.1 
 PART I
 
 ITEM 1.
    
    BUSINESS
 OVERVIEW
   COMPANY STRATEGY
      2




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GEOGRAPHICAL MARKETS
     TECHNOLOGY
  RESEARCH AND DEVELOPMENT AND PRODUCT LINES
    3




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Telguard
 TankLink
 Other
M2M Solutions
 SALES, MARKETING SERVICE AND SUPPORT
 Domestic Sales
  International Sales
  Service and Support
  MAJOR CUSTOMERS
   4




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MANUFACTURING
  EXECUTIVE OFFICERS
  Name
    
    Age
    
    
    PositionJoseph A. Beatty
    
    
    46
    
    
    President, Chief Executive Officer and DirectorJonathan M. Charak
    
    
    40
    
    
    Senior Vice President, Chief Financial Officer and SecretaryGeorge S. Brody
    
    
    55
    
    
    Senior Vice President, Telguard and TerminalsRobert L. Deering
    
    
    51
    
    
    Controller, Treasurer and Chief Accounting Officer
 Joseph A. Beatty
 Jonathan M. Charak
 George S. Brody
 Robert L. Deering
 EMPLOYEES
   5




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COMPETITION
  Greater
focus
 More experience
 Broader
product line
 Economies
of Scale
 Service and support
 Financial strength
      6




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PATENTS AND OTHER INTELLECTUAL PROPERTY
 PATENTS
  TRADEMARKS AND OTHER PROPRIETARY INFORMATION
  AVAILABLE INFORMATION
 Internet Address
 www.telular.com
 Filings with the Securities and Exchange Commission
  ITEM 1A.
    
    RISK FACTORS
 You should carefully consider the following risks before you decide to buy our common stock.
If any one of these risks or uncertainties were to occur, our business, financial condition,
results and performance could be seriously harmed and/or the price of our common stock might
significantly decrease.
 Technology changes rapidly in our industry and our future success will depend on our ability to
keep pace with these changes and meet the needs of our customers.
  
    
    proper product definition;
    
    component cost;
    
    resolving technical hurdles;
    
    timely completion and introduction to the market;
    
    differentiation from the products of our competitors; and
    
    market acceptance of our products.
   7




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Our results depend on our ability to develop and introduce new products and to reduce the costs to
produce existing products.
  Products from our investments in research and development of new products may not be realized for
an extended period of time, if at all.
  We must devote substantial resources to research and development to remain competitive and we may
not have the resources to do so.
  Unfavorable economic events including competitive pricing pressure in our target markets could lead
to lower sales of our products
      8




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Our efforts to increase the focus of our production, marketing and sales efforts to the M2M market
may not be successful.
  We rely on third parties to manufacture our products and others to manufacture components for our
products.
    We rely on limited or sole sources for many of our components, and the loss of any such sources may
adversely impact our business.
    9




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We rely on cellular networks for service revenue that may be affected by the following:
 
    
    service may be interrupted or limited due to carrier transmission limitations
caused by atmospheric, terrain, other natural or artificial conditions adversely affecting
transmission;
    
    interruption of service due to cellular carrier equipment modification,
upgrades, repairs and other similar activities;
    
    service may be limited based on available coverage;
    
    interruption of service may occur between various cellular network and
participating carriers;
    
    the cost of this service could be increased such that it will affect our
ability to compete while maintaining satisfactory margins; and,
    
    carriers disclaim all liability of any nature to customers, whether direct,
indirect, incidental or consequential, arising out of our customers use of their service.
    We
have two highly significant customers and the loss of these particular customers may seriously
harm our business.
  We have extended credit terms with one key customer.
  If we cannot sustain profitable operations, we may not be able to obtain the funding we need to
operate our business.
   10




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Our operating results may fluctuate greatly on a quarterly and annual basis, which may cause the
price of our common stock to be volatile.
  
    
    our reliance on large volume orders from only a few customers for most of our product sales,
which may result in volatility when those orders are filled and not immediately followed by
comparable orders;
    
    variations in our distribution channels;
    
    the mix of products we sell;
    
    general economic conditions in our target markets;
    
    the timing of final product approvals from our customers or regulators;
    
    the timing of orders from and shipments to major customers;
    
    the timing of new product introductions by us or our competitors;
    
    changes in our pricing policies and the pricing policies of our suppliers and our competitors;
    
    changes in the terms of our arrangements with customers and suppliers;
    
    the availability and cost to us of the key components for our products;
    
    ability of our customers to accurately forecast demand for our products by their end users;
    
    delays or failures to fulfill orders for our products on a timely basis;
    
    our inability to accurately forecast our manufacturing needs;
    
    change in the financial position of our manufacturers;
    
    an increase in product warranty returns or in our allowance for doubtful accounts;
    
    operational disruptions, such as transportation delays or failures of our order processing system;
    
    the timing of personnel hirings; and
    
    delays in the introduction of new or enhanced versions of our existing products or market
acceptance of these products.
   11




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Our common stock price has been extremely volatile, and extreme price fluctuations could negatively
affect your investment.
   
    
    shortfalls in our revenue or net income;
    
    the results of product trials or the introduction of new products by us or our competitors;
    
    market conditions in the telecommunications, technology and emerging growth sectors; and
    
    rumors related to us or our competitors.
  From time-to-time we face litigation that could significantly damage our business and financial
condition.
  
    
    antitrust;
    
    breach of contract;
    
    trade secret;
    
    copyright or patent infringement;
    
    patent or copyright invalidity; and
    
    unfair business practices.
  12




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
    
    cease selling, incorporating or using products that incorporate the challenged intellectual property;
    
    obtain a license from the holder of the infringed intellectual
property right, which license may not be available on reasonable
terms, if at all; and
    
    redesign products that incorporate the disputed technology.
    Our costs may increase if we are unable to accurately forecast our needs.
  Quality control problems could harm our sales.
  We may experience long sales cycles for our products, as a result of a variety of factors.
   13




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We operate in developing markets, which may subject us to volatile conditions not present in the
United States.
  
    
    foreign currency exchange fluctuations and instability of foreign currencies;
    
    political or economic instability and volatility in particular countries or regions;
    
    limited protection for intellectual property;
    
    difficulties in complying with foreign regulatory requirements applicable to our operations and products;
    
    difficulties in obtaining domestic and foreign export, import and other governmental approvals, permits
and licenses and compliance with foreign laws, including employment laws;
    
    difficulties in staffing and managing international operations, including work stoppages or strikes and
cultural differences in the conduct of business, labor and other workforce requirements and inadequate
local infrastructure;
    
    trade restrictions or higher tariffs, quotas, taxes and other market barriers;
    
    transportation delays and difficulties of managing international distribution channels;
    
    longer payment cycles for, and greater difficulty in collecting accounts receivable; and
    
    public health emergencies such as SARS, avian bird flu, and
the H1N1 virus.
  Company products have limited patent protection.
     14




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We may not address successfully the problems encountered in connection with any potential future
acquisitions.
  
    
    problems assimilating the purchased technologies, products or business operations;
    
    problems maintaining uniform standards, procedures, controls and policies;
    
    unanticipated costs associated with the acquisition;
    
    diversion of managements attention from our core business;
    
    adverse effects on existing business relationships with suppliers and customers;
    
    risks associated with entering new markets in which we have no or limited prior experience; and
    
    potential loss of key employees of acquired businesses.
  Delaware law and our charter documents may inhibit a potential takeover bid that would be
beneficial to common stockholders.
   15




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Sales of common stock issuable on the exercise of outstanding and contemplated options and warrants
may depress the price of the common stock.
     ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
   16




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ITEM 2. PROPERTIES
  Lease Dates
    
    Square
    
    
    RenewalFunctions
    
    Commencement
    
    Termination
    
    Footage
    
    
    OptionsCorporate Headquarters,
    
    Sales, marketing, operations administration,
    
    February 2007
    
    February 2014
    
    
    11,700
    
    
    NoChicago, Illinois
    
    finance and general administrationsTerminal and Security
    
    Sales, marketing, operations and general
    
    November 2007
    
    December 2012
    
    
    15,154
    
    
    NoProducts Operations and
    
    administration for terminal products andEngineering, Atlanta, Georgia
    
    product research and developmentInternational Sales Office,
    
    Sales
    
    October 1999
    
    December 2009 (a)
    
    
    1,700
    
    
    YesWeston, FloridaInternational Sales Office,
    
    Sales
    
    January 2010
    
    December 2010 (a)
    
    
    433
    
    
    YesWeston, FloridaTanklink Corporation,
    
    Sales, marketing and operations
    
    January 2009
    
    December 2009 (b)
    
    
    7,017
    
    
    NoSchaumburg, Illinois
    
    administrationOperations, Wheeling, Ilinois
    
    Warehousing and shipping
    
    January 2009
    
    February 2011
    
    
    9,480
    
    
    No
 (a)
    
    The International Sales Office will occupy a new office location in the same building beginning on January 1, 2010.(b)
    
    In October 2009, Tanklink Corporation moved its sales, marketing and operations administration personnel to Telulars
Corporate Headquarters. The lease on the Schaumburg space was not renewed. ITEM 3. LEGAL PROCEEDINGS
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   17




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PART II
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK
  QUARTER ENDED DURING FISCAL YEAR 2009December 31
    
    
    March 31
    
    
    June 30
    
    
    September 30High
    
    $
    2.05
    
    
    $
    1.82
    
    
    $
    2.15
    
    
    $
    3.52Low
    
    $
    1.14
    
    
    $
    1.32
    
    
    $
    1.69
    
    
    $
    2.05
 QUARTER ENDED DURING FISCAL YEAR 2008December 31
    
    
    March 31
    
    
    June 30
    
    
    September 30High
    
    $
    8.59
    
    
    $
    6.84
    
    
    $
    3.88
    
    
    $
    3.89Low
    
    $
    5.47
    
    
    $
    2.50
    
    
    $
    2.78
    
    
    $
    1.99
  TREASURY SHARES
  TELULAR CORPORATION COMMON STOCK PERFORMANCE GRAPH
 The following Performance Graph and related information shall not be deemed soliciting material
or to be filed with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of 1933 or Securities
Exchange Act of 1934, each as amended, except to the extent that the Company specifically
incorporates it by reference into such filing.
   18




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19




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ITEM 6.
    
    SELECTED FINANCIAL DATA
  Year ended September 30,(In thousands, except share data)2009
    
    
    2008 (a)
    
    
    2007 (a)
    
    
    2006
    
    
    2005Results of Operations:Total revenue
    
    $
    47,194
    
    
    $
    66,154
    
    
    $
    74,507
    
    
    $
    45,706
    
    
    $
    33,489Income (loss) from continuing operations
    
    
    2,285
    
    
    
    6,101
    
    
    
    5,625
    
    
    
    (644
    )
    
    
    (4,507
    )Loss from discontinued operations
    
    
    (419
    )
    
    
    (7,480
    )
    
    
    (7,571
    )
    
    
    (11,174
    )
    
    
    (6,375
    )Net income (loss)
    
    $
    1,866
    
    
    $
    (1,379
    )
    
    $
    (1,946
    )
    
    $
    (11,818
    )
    
    $
    (10,882
    )Per Share Data:Basic and dilutive:Income (loss) from continuing operations
    
    $
    0.13
    
    
    $
    0.32
    
    
    $
    0.31
    
    
    $
    (0.04
    )
    
    $
    (0.34
    )Income (loss) from discontinued operations
    
    $
    (0.02
    )
    
    $
    (0.39
    )
    
    $
    (0.42
    )
    
    $
    (0.66
    )
    
    $
    (0.47
    )Net income ( loss)
    
    $
    0.11
    
    
    $
    (0.07
    )
    
    $
    (0.11
    )
    
    $
    (0.70
    )
    
    $
    (0.81
    )As of September 30 - balance sheet data:Total assets
    
    $
    40,325
    
    
    $
    47,969
    
    
    $
    55,608
    
    
    $
    57,937
    
    
    $
    53,499Current loans payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,313
    
    
    
    Long term obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stockholders equity
    
    
    35,422
    
    
    
    40,167
    
    
    
    38,366
    
    
    
    38,812
    
    
    
    43,792
 (a)
    
    In July 2007, the Company formulated a plan to sell the net assets of its FCP segment and exit
the FCP market. During the third quarter of fiscal 2008, the Company determined it would be unable
to secure a buyer for the FCP segment and made a strategic decision to abandon the FCP segment
effective June 30, 2008. As a result, the FCP segment has been segregated and classified as
discontinued operations and amounts for all periods presented have been reclassified to reflect
this classification. ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 INTRODUCTION
    20




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Telguard
 TankLink
 Other M2M Solutions
     21




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##### 



OUTLOOK
    RESULTS OF OPERATIONS
 (In Thousands, Except Share Data)
 Fiscal Year 2009 Compared to Fiscal Year 2008
 Revenues and Costs of Sales
 Change2009
    
    
    2008
    
    
    Amount
    
    
    PercentageNet product salesMonitoring Equipment
    
    $
    18,116
    
    
    $
    28,391
    
    
    $
    (10,275
    )
    
    
    -36
    %Terminal
    
    
    6,638
    
    
    
    17,542
    
    
    
    (10,904
    )
    
    
    -62
    %Total product revenues
    
    
    24,754
    
    
    
    45,933
    
    
    
    (21,179
    )
    
    
    -46
    %Service revenues
    
    
    22,440
    
    
    
    20,221
    
    
    
    2,219
    
    
    
    11
    %Total revenues
    
    
    47,194
    
    
    
    66,154
    
    
    
    (18,960
    )
    
    
    -29
    %Cost of salesProducts
    
    
    18,270
    
    
    
    31,805
    
    
    
    (13,535
    )
    
    
    -43
    %Services
    
    
    9,953
    
    
    
    9,817
    
    
    
    136
    
    
    
    1
    %28,223
    
    
    
    41,622
    
    
    
    (13,399
    )
    
    
    -32
    %Gross margin
    
    $
    18,971
    
    
    $
    24,532
    
    
    $
    (5,561
    )
    
    
    -23
    %
 Revenues
   22




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Cost of Sales
    Operating Expenses
 Change
    
    
    % of Revenues2009
    
    
    2008
    
    
    Amount
    
    
    Percentage
    
    
    2009
    
    
    2008Engineering and development
    
    $
    4,783
    
    
    $
    5,171
    
    
    $
    (388
    )
    
    
    -8
    %
    
    
    10
    %
    
    
    8
    %Selling and marketing
    
    
    6,039
    
    
    
    6,287
    
    
    
    (248
    )
    
    
    -4
    %
    
    
    13
    %
    
    
    10
    %General and administrative
    
    
    6,118
    
    
    
    7,409
    
    
    
    (1,291
    )
    
    
    -17
    %
    
    
    13
    %
    
    
    11
    %$
    16,940
    
    
    $
    18,867
    
    
    $
    (1,927
    )
    
    
    
    
    
    
    36
    %
    
    
    29
    %
 Engineering and Development
  
    
    $234 in professional fees primarily due to placement fees incurred in fiscal 2008
to replace voluntary employee terminations as a result of the move of the
Engineering and Development function to Atlanta from New York;
    
    $132 in engineering materials and supplies, as a result of efforts to hold costs
down;
    
    $72 in travel expenses which reflects the move of the Engineering and Development
function to Atlanta from New York in 2008.
  Selling and Marketing
  
    
    Expenses specifically related to decreased levels of product sales:
 
    
    $544 of third party commission expenses;
    
    $373 of co-op marketing expenses; and,
    
    $304 of internal commissions.
 
    
    $219 in consulting fees as a result of hiring additional permanent marketing and
sales staff, reducing the use of consultants.
   23




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General and Administrative (G&A)
  
    
    $766 in professional fees related to decreased legal fees as a result of reduced
costs from outside counsel, decreased accounting fees resulting from factors
impacting the cost of our external audit and decreased consulting fees as a result
of not renewing strategic projects undertaken in fiscal 2008;
    
    $450 in payroll related fees such as reduced bonuses and non-cash compensation
related to issued stock options and stock option modifications;
    
    $349 of expenses as a result of the reduction of amortization expense related to
a prepaid loan fee and reduced commercial insurance;
    
    $70 of travel expenses as a result of efforts to control costs;
    
    $97 of facility, office and general expenses.
  Other
Income
 Income Taxes
 Discontinued Operations
 Net Income
 Fiscal Year 2008 Compared to Fiscal Year 2007
 Revenues and Costs of Sales
 Change2008
    
    
    2007
    
    
    Amount
    
    
    PercentageNet product salesTelguard
    
    $
    28,391
    
    
    $
    40,694
    
    
    $
    (12,303
    )
    
    
    -30
    %Terminal
    
    
    17,542
    
    
    
    16,442
    
    
    
    1,100
    
    
    
    7
    %Total product revenues
    
    
    45,933
    
    
    
    57,136
    
    
    
    (11,203
    )
    
    
    -20
    %Service revenues
    
    
    20,221
    
    
    
    17,371
    
    
    
    2,850
    
    
    
    16
    %Total revenues
    
    
    66,154
    
    
    
    74,507
    
    
    
    (8,353
    )
    
    
    -11
    %Cost of salesProducts
    
    
    31,805
    
    
    
    40,539
    
    
    
    (8,734
    )
    
    
    -22
    %Services
    
    
    9,817
    
    
    
    9,169
    
    
    
    648
    
    
    
    7
    %41,622
    
    
    
    49,708
    
    
    
    (8,086
    )
    
    
    -16
    %Gross margin
    
    $
    24,532
    
    
    $
    24,799
    
    
    $
    (267
    )
    
    
    -1
    %
  24




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Revenues
   Cost of Sales
    Operating Expenses
 Change
    
    
    % of Revenues2008
    
    
    2007
    
    
    Amount
    
    
    Percentage
    
    
    2008
    
    
    2007Engineering and development
    
    $
    5,171
    
    
    $
    6,930
    
    
    $
    (1,759
    )
    
    
    -25
    %
    
    
    8
    %
    
    
    9
    %Selling and marketing
    
    
    6,287
    
    
    
    6,157
    
    
    
    130
    
    
    
    2
    %
    
    
    10
    %
    
    
    8
    %General and administrative
    
    
    7,409
    
    
    
    6,259
    
    
    
    1,150
    
    
    
    18
    %
    
    
    11
    %
    
    
    9
    %$
    18,867
    
    
    $
    19,346
    
    
    $
    (479
    )
    
    
    
    
    
    
    29
    %
    
    
    26
    %
 Engineering and Development
  
    
    $1,578 in payroll related expenses as a result of elimination of one-time
expenses in fiscal 2007 related to costs associated with w reduction on workforce of
$661 and savings from reduced engineering staff of $917;
    
    $144 in facility costs as a result of moving the engineering function from New
York to Atlanta;
    
    $261 in prototype and supplies costs.
  Selling and Marketing
  
    
    $780 in payroll related expenses from increased staff in marketing, sales and product support;
    
    $158 in facility costs as a result of moving to a new location in Atlanta;
    
    $172 in targeted co-op marketing expenses related to the Telguard products.
  General and Administrative (G&A)
  
    
    $538 in legal and professional fees;
 
    
    $450 in payroll related costs as a result of severance paid to
terminated officers and non-cash compensation related to stock option modifications:
    
    $89 in bank fees and insurance costs.
   25




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Other Income
 Income Taxes
 Discontinued Operations
 2008
    
    
    2007
    
    
    Change
    
    
    PercentageRevenues
    
    $
    7,544
    
    
    $
    20,931
    
    
    $
    (13,387
    )
    
    
    -64
    %Cost of sales
    
    
    11,252
    
    
    
    20,357
    
    
    
    (9,105
    )
    
    
    -45
    %Gross margin
    
    
    (3,708
    )
    
    
    574
    
    
    
    (4,282
    )Engineering and development
    
    
    
    
    
    
    723
    
    
    
    (723
    )
    
    
    -100
    %Selling and marketing
    
    
    767
    
    
    
    3,313
    
    
    
    (2,546
    )
    
    
    -77
    %Amortization
    
    
    
    
    
    
    3,149
    
    
    
    (3,149
    )
    
    
    -100
    %Impairment loss
    
    
    1,711
    
    
    
    563
    
    
    
    1,148
    
    
    
    204
    %Loss on asset disposals
    
    
    1,083
    
    
    
    
    
    
    
    1,083
    
    
    
    > 100
    %Other
    
    
    211
    
    
    
    397
    
    
    
    (186
    )
    
    
    -47
    %$
    (7,480
    )
    
    $
    (7,571
    )
    
    $
    91
 Net Loss
 LIQUIDITY AND CAPITAL RESOURCES
   26




---



##### 



Fiscal 2009
  $
    2,285
    
    
    Income from continuing operations; cash provided.368
    
    
    The decrease in trade accounts receivable is due to the timely collection of outstanding balances, resulting from a
more favorable product mix. Service revenue represents 48% of Telulars total revenues for the twelve month period
ending September 30, 2009. The accounts receivable associated with this revenue stream are generally collected within
30 days of invoicing. The timely collections along with reduced product billings resulted in the decrease.2,656
    
    
    The decrease in inventory reflects the Companys overall inventory strategy; sell from exiting stock while reducing
production levels to augment the reduction in sales levels.(1,252
    )
    
    Trade accounts payable primarily consists of amounts due to Telulars contract manufacturers. The decrease reflects
decreased purchases from our contract manufactures, primariily due to reduced sales volume.(1,885
    )
    
    The decrease in accrued liabilities was primarily due to payments for bonuses, royalties and co-op advertising and the
reduction in liability balances related to reduced sales volumes such as agent commissions, professional fees and
certain operating expenses.2,455
    
    
    Non-cash expenses: $1,384 from stock based compensation; $789 depreciation expense; $282 amortization expense.826
    
    
    Net cash provided by other working capital items.$
    5,453
    
    
    Total cash provided by continuing operations
 Fiscal 2008
  $
    6,101
    
    
    Income from continuing operations; cash provided.2,388
    
    
    Non-cash expenses: $1,705 from stock based compensation; $674 depreciation expenses; $9 loss on disposal
of fixed assets.12,819
    
    
    The decrease in trade accounts receivable is due primarily to the collection during the period of balances outstanding
balances at September 30, 2007 and timely customer payments on sales made during the nine month period.(6,507
    )
    
    The increase in inventory reflects the buildup of Telguard and terminal inventory to a level the Company feels is
modestly above normal. Inventory levels decreased substantially in the fourth quarter of fiscal 2007 as a result of the
large sale of Telguard units to customers who were anticipating the conversion of cellular networks to digital from analog.(6,913
    )
    
    Trade accounts payable primarily consists of amounts due to Telulars contract manufacturers. To assure timely
production of inventory to meet customers needs, these accounts are kept current. That process, in addition to the
payments made to our contract manufacturers in the first quarter of fiscal 2008 for the production to support the
increased sales in the fourth quarter of fiscal 2007, led to the reduction in trade accounts payable.(804
    )
    
    Net cash used in other working capital items primarily due to a $850 increase in notes receivable related to a temporary
cash advance to related party. The note receivable has been repaid in October 2008. (See Subsequent Events footnote
in Item 8, Financial Statements and Supplementary Data, of this Form 10-K)$
    7,084
    
    
    Total cash provided by continuing operations
   27




---



##### 



Payments Due by PeriodLess thanTotal
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    After 5 yearsContractual Cash ObligationsOperating leases
    
    $
    2,743
    
    
    $
    782
    
    
    $
    1,811
    
    
    $
    150
    
    
    $
    Purchase Commitments
    
    
    4,757
    
    
    
    4,757
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    7,500
    
    
    $
    5,539
    
    
    $
    1,811
    
    
    $
    150
    
    
    $
    
  CRITICAL ACCOUNTING POLICIES
   Allowance for Doubtful Accounts
  Reserve for Obsolescence
   28




---



##### 



Goodwill
  Income Taxes
  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
  FORWARD-LOOKING INFORMATION
 .
   29




---



##### 



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
     30




---



##### 



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  Reports of Independent Registered Public Accounting Firms
    
    
    32Consolidated Balance Sheets as of September 30, 2009 and 2008
    
    
    35Consolidated Statements of Operations for the years ended
September 30, 2009, 2008 and 2007
    
    
    36Consolidated Statements of Stockholders Equity for the years ended
September 30, 2009, 2008 and 2007
    
    
    37Consolidated Statements of Cash Flows for the years ended
September 30, 2009, 2008 and 2007
    
    
    38Notes to Consolidated Financial Statements
    
    
    39
  31




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  32




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal Control 
Integrated Framework
 
 (ERNST & YOUNG LLP)Ernst & Young LLP
  33




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
       
 (ERNST & YOUNG LLP)Ernst & Young LLP
  34




---



##### 



TELULAR CORPORATION
 
 CONSOLIDATED BALANCE SHEETS  (Dollars in thousands, except share data)
 September 30,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    17,904
    
    
    $
    21,168Trade accounts receivable, net
    
    
    7,589
    
    
    
    6,904Inventories, net
    
    
    7,803
    
    
    
    10,007Prepaid expenses and other current assets
    
    
    273
    
    
    
    1,023Assets of discontinued operations
    
    
    
    
    
    
    4,709Total current assets
    
    
    33,569
    
    
    
    43,811Property and equipment, net
    
    
    2,193
    
    
    
    2,016Other assets:Goodwill
    
    
    3,159
    
    
    
    2,043Intangible assets, net
    
    
    1,338
    
    
    
    Other
    
    
    66
    
    
    
    99Total other assets
    
    
    4,563
    
    
    
    2,142Total assets
    
    $
    40,325
    
    
    $
    47,969LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    2,213
    
    
    $
    2,701Accrued liabilities
    
    
    2,527
    
    
    
    4,286Income taxes payable
    
    
    25
    
    
    
    Liabilities of discontinued operations
    
    
    138
    
    
    
    815Total current liabilities
    
    
    4,903
    
    
    
    7,802Stockholders equity:Common stock; $.01 par value; 75,000,000 shares
authorized; 19,365,035 and 19,343,819 shares issued
at September 30, 2009 and 2008, respectively
    
    
    194
    
    
    
    194Additional paid-in capital
    
    
    176,879
    
    
    
    175,456Accumulated deficit
    
    
    (132,490
    )
    
    
    (134,356
    )Treasury stock, at cost; 4,453,347 and 383,207 shares at September 30, 2009 and 2008, respectively
    
    
    (9,161
    )
    
    
    (1,127
    )Total stockholders equity
    
    
    35,422
    
    
    
    40,167Total liabilities and stockholders equity
    
    $
    40,325
    
    
    $
    47,969
 See accompanying notes
  35




---



##### 



TELULAR CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  (Dollars in thousands, except share data)
 Year Ended September 30,2009
    
    
    2008
    
    
    2007RevenueNet product sales
    
    $
    24,754
    
    
    $
    45,933
    
    
    $
    57,136Service revenue
    
    
    22,440
    
    
    
    20,221
    
    
    
    17,371Total revenue
    
    
    47,194
    
    
    
    66,154
    
    
    
    74,507Cost of salesNet product cost of sales
    
    
    18,270
    
    
    
    31,805
    
    
    
    40,539Service cost of sales
    
    
    9,953
    
    
    
    9,817
    
    
    
    9,169Total cost of sales
    
    
    28,223
    
    
    
    41,622
    
    
    
    49,708Gross margin
    
    
    18,971
    
    
    
    24,532
    
    
    
    24,799Operating expensesEngineering and development expenses
    
    
    4,783
    
    
    
    5,171
    
    
    
    6,930Selling and marketing expenses
    
    
    6,039
    
    
    
    6,287
    
    
    
    6,157General and administrative expenses
    
    
    6,118
    
    
    
    7,409
    
    
    
    6,259Total operating expenses
    
    
    16,940
    
    
    
    18,867
    
    
    
    19,346Income from operations
    
    
    2,031
    
    
    
    5,665
    
    
    
    5,453Other income, net
    
    
    319
    
    
    
    436
    
    
    
    172Income from continuing operations before income taxes
    
    
    2,350
    
    
    
    6,101
    
    
    
    5,625Provision for income taxes
    
    
    65
    
    
    
    
    
    
    
    Income from continuing operations
    
    
    2,285
    
    
    
    6,101
    
    
    
    5,625Loss from discontinued operations
    
    
    (419
    )
    
    
    (7,480
    )
    
    
    (7,571
    )Net income (loss)
    
    $
    1,866
    
    
    $
    (1,379
    )
    
    $
    (1,946
    )Income (loss) per common share:BasicContinuing operations
    
    $
    0.13
    
    
    $
    0.32
    
    
    $
    0.31Discontinued operations
    
    $
    (0.02
    )
    
    $
    (0.39
    )
    
    $
    (0.42
    )Net income (loss)
    
    $
    0.11
    
    
    $
    (0.07
    )
    
    $
    (0.11
    )DilutedContinuing operations
    
    $
    0.13
    
    
    $
    0.32
    
    
    $
    0.31Discontinued operations
    
    $
    (0.02
    )
    
    $
    (0.39
    )
    
    $
    (0.42
    )Net income (loss)
    
    $
    0.11
    
    
    $
    (0.07
    )
    
    $
    (0.11
    )Weighted average number of common shares outstanding:Basic
    
    
    17,125,601
    
    
    
    19,145,132
    
    
    
    18,211,553Diluted
    
    
    17,205,307
    
    
    
    19,145,132
    
    
    
    18,211,553
 See accompanying notes
  36




---



##### 



TELULAR CORPORATION
 
 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY  (In Thousands)
 Common Stock and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalAdditional Paid-In Capital
    
    
    Accumulated
    
    
    Treasury Stock
    
    
    StockholdersAmount
    
    
    Shares
    
    
    Deficit
    
    
    Amount
    
    
    Shares
    
    
    EquityBalance at September 30, 2006
    
    $
    169,033
    
    
    
    18,066
    
    
    $
    (130,221
    )
    
    $
    
    
    
    
    
    
    
    $
    38,812Cumulative effect of adjustments resulting from
the adoption of SAB No. 108
    
    
    
    
    
    
    
    
    
    
    (810
    )
    
    
    
    
    
    
    
    
    
    
    (810
    )Adjusted balance at October 1, 2006
    
    
    169,033
    
    
    
    18,066
    
    
    
    (131,031
    )
    
    
    
    
    
    
    
    
    
    
    38,002Comprehensive income:Net loss for the year ended September 30, 2007
    
    
    
    
    
    
    
    
    
    
    (1,946
    )
    
    
    
    
    
    
    
    
    
    
    (1,946
    )Stock issued in connection with purchase of
business unit
    
    
    563
    
    
    
    151
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    563Stock based compensation expense
    
    
    877
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    877Stock options exercised
    
    
    823
    
    
    
    288
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    823Restricted stock award
    
    
    47
    
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47Balance at September 30, 2007
    
    
    171,343
    
    
    
    18,524
    
    
    
    (132,977
    )
    
    
    
    
    
    
    
    
    
    
    38,366Comprehensive income:Net loss for the year ended September 30, 2008
    
    
    
    
    
    
    
    
    
    
    (1,379
    )
    
    
    
    
    
    
    
    
    
    
    (1,379
    )Stock based compensation expense
    
    
    1,653
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,653Stock options exercised
    
    
    1,807
    
    
    
    412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,807Warrants exercised
    
    
    795
    
    
    
    395
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    795Restricted stock award
    
    
    52
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52Treasury stock purchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,127
    )
    
    
    (383
    )
    
    
    (1,127
    )Balance at September 30, 2008
    
    
    175,650
    
    
    
    19,344
    
    
    
    (134,356
    )
    
    
    (1,127
    )
    
    
    (383
    )
    
    
    40,167Comprehensive income:Net income for the year ended September 30, 2009
    
    
    
    
    
    
    
    
    
    
    1,866
    
    
    
    
    
    
    
    
    
    
    
    1,866Stock based compensation expense
    
    
    1,161
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,161Stock options exercised
    
    
    23
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23Restricted stock units awarded
    
    
    239
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239Restricted stock units converted to common stock
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock purchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,034
    )
    
    
    (4,070
    )
    
    
    (8,034
    )Balance at September 30, 2009
    
    $
    177,073
    
    
    
    19,365
    
    
    $
    (132,490
    )
    
    $
    (9,161
    )
    
    
    (4,453
    )
    
    $
    35,422
 See accompanying notes
  37




---



##### 



TELULAR CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (Dollars in thousands)
 Year ended September 30,2009
    
    
    2008
    
    
    2007Operating Activities:Net income (loss)
    
    $
    1,866
    
    
    $
    (1,379
    )
    
    $
    (1,946
    )Add back loss from discontinued operations
    
    
    (419
    )
    
    
    (7,480
    )
    
    
    (7,571
    )Income from continuing operations
    
    
    2,285
    
    
    
    6,101
    
    
    
    5,625Adjustments to reconcile income from continuing operations to net cash
provided by (used in) operating activities:Depreciation
    
    
    789
    
    
    
    674
    
    
    
    732Amortization
    
    
    282
    
    
    
    
    
    
    
    Stock based compensation expense  stock options
    
    
    1,161
    
    
    
    1,653
    
    
    
    877Stock based compensation expense  restricted stock
    
    
    223
    
    
    
    52
    
    
    
    47Loss on disposal of operating assets
    
    
    
    
    
    
    9
    
    
    
    60Changes in assets and liabilities, net of the effects of acquisition:Trade accounts receivable
    
    
    368
    
    
    
    12,819
    
    
    
    (8,403
    )Inventories
    
    
    2,656
    
    
    
    (6,507
    )
    
    
    (1,023
    )Prepaid expenses and other assets
    
    
    826
    
    
    
    (724
    )
    
    
    181Trade accounts payable
    
    
    (1,252
    )
    
    
    (6,913
    )
    
    
    2,497Accrued liabilities
    
    
    (1,885
    )
    
    
    (80
    )
    
    
    973Net cash provided by operating activities of continuing operations
    
    
    5,453
    
    
    
    7,084
    
    
    
    1,566Investing Activities:Acquisition of property and equipment
    
    
    (932
    )
    
    
    (1,090
    )
    
    
    (845
    )Decrease (increase) in restricted cash
    
    
    
    
    
    
    340
    
    
    
    (340
    )Purchase of business
    
    
    (2,409
    )
    
    
    
    
    
    
    Net cash used in investing activities of continuing operations
    
    
    (3,341
    )
    
    
    (750
    )
    
    
    (1,185
    )Financing Activities:Proceeds from working capital line of credit
    
    
    
    
    
    
    
    
    
    
    5,737Payments on working capital line of credit
    
    
    
    
    
    
    
    
    
    
    (9,050
    )Proceeds from the exercise of stock options
    
    
    23
    
    
    
    1,807
    
    
    
    823Proceeds from the exercise of warrants
    
    
    
    
    
    
    795
    
    
    
    Payment of notes payable
    
    
    (978
    )
    
    
    
    
    
    
    Purchases of treasury stock, at cost
    
    
    (8,034
    )
    
    
    (1,127
    )
    
    
    Net cash (used in) provided by financing activities of continuing operations
    
    
    (8,989
    )
    
    
    1,475
    
    
    
    (2,490
    )Cash Flows of Discontinued OperationsNet cash provided by operating activities of discontinued operations
    
    
    3,519
    
    
    
    2,799
    
    
    
    5,596Net cash provided by (used in) investing activities of discontinued operations
    
    
    94
    
    
    
    306
    
    
    
    (32
    )Net cash provided by discontinued operations
    
    
    3,613
    
    
    
    3,105
    
    
    
    5,564Net (decrease) increase in cash and cash equivalents
    
    
    (3,264
    )
    
    
    10,914
    
    
    
    3,455Cash and cash equivalents, beginning of period
    
    
    21,168
    
    
    
    10,254
    
    
    
    6,799Cash and cash equivalents, end of period
    
    $
    17,904
    
    
    $
    21,168
    
    
    $
    10,254
 See accompanying notes
  38




---



##### 



TELULAR CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Description of Business
  2. Summary of Significant Accounting Policies
 Consolidation
  Revenue Recognition
  Cash Equivalents
  Financial Instruments
  Inventories and Reserve for Obsolescence
  Goodwill and Intangibles
   39




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  
    
    Significant underperformance relative to expected historical or projected future
operating results;
 
    
    Significant changes in the manner of use of the acquired assets or the strategy for the
overall business;
 
    
    Significant negative industry or economic trends; and,
 
    
    Significant decline in Telulars stock price for a substantial period.
    Property and Equipment
  Income Taxes
   40




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Net Income Per Share of Common Stock
  For the Year Ended September 30,2009
    
    
    2008
    
    
    2007Basic
    
    
    17,125,601
    
    
    
    19,145,132
    
    
    
    18,211,553Diluted
    
    
    17,205,307
    
    
    
    19,145,132
    
    
    
    18,211,553
  For the Year Ended September 30,2009
    
    
    2008
    
    
    2007Stock options
    
    
    1,982,064
    
    
    
    1,712,342
    
    
    
    1,590,073Restricted Stock Units
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    2,523,425
    
    
    
    2,523,425
    
    
    
    3,020,8484,505,489
    
    
    
    4,235,767
    
    
    
    4,610,921
  Stock-Based Compensation
   Twelve Months Ended September 30,2009
    
    
    2008
    
    
    2007Volatility
    
    
    68%
    
    
    
    70%
    
    
    
    69%  73%Expected term
    
    4.0 yrs
    

    
    4.0 yrs
    

    
    4.0 yrsRisk free interest rate
    
    
    3.77%
    
    
    
    3.69%  4.40%
    
    
    
    4.61%  4.96%Dividend yield
    
    
    0.0%
    
    
    
    0.0%
    
    
    
    0.0%
  41




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  For the Year Ended September 30,2009
    
    
    2008
    
    
    2007Stock based compensation:Stock options
    
    $
    1,161
    
    
    $
    1,653
    
    
    $
    877Restricted stock
    
    
    223
    
    
    
    52
    
    
    
    47$
    1,384
    
    
    $
    1,705
    
    
    $
    924
 Fair Value of Financial Instruments
  Research and Development Costs
  Shipping and Handling Costs
  Warranty
   September 30,2009
    
    
    2008Balance at the beginning of the period
    
    $
    96
    
    
    $
    83Warranty expense during the period
    
    
    349
    
    
    
    334Warranty payments made during the period
    
    
    (365
    )
    
    
    (321
    )Balance at the end of the period
    
    $
    80
    
    
    $
    96
 Use of Estimates
  Reclassifications
   42




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Recently Issued Accounting Pronouncements
         43




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   3. Business Combination
   Accounts receivable
    
    $
    1,053Inventories, net
    
    
    452Prepaid expenses and deposits
    
    
    27Property and equipment, net
    
    
    34Customer relationships
    
    
    1,230Developed technology
    
    
    320Tradename
    
    
    70Goodwill
    
    
    1,116Total assets acquired
    
    
    4,302Accounts payable
    
    
    764Accrued liabilities
    
    
    71Deferred revenue
    
    
    80Notes payable
    
    
    978Total liabilities assumed
    
    
    1,893Net assets acquired
    
    $
    2,409
  44




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Twelve Months EndedSeptember 30, 2008Net revenues
    
    $
    71,515Net loss
    
    
    (3,009
    )Basic loss per common share
    
    $
    (0.16
    )Diluted loss per common share
    
    $
    (0.16
    )
  4. Trade Accounts Receivable and Allowance for Doubtful Accounts
  September 30,2009
    
    
    2008Trade receivables
    
    $
    7,609
    
    
    $
    6,943Less: allowance for doubtful accounts
    
    
    (20
    )
    
    
    (39
    )$
    7,589
    
    
    $
    6,904
 5. Inventories
 Inventories consist of the following: September 30,2009
    
    
    2008Raw materials
    
    $
    2,144
    
    
    $
    1,958Finished goods
    
    
    5,750
    
    
    
    8,1337,894
    
    
    
    10,091Less: reserve for obsolescence
    
    
    (91
    )
    
    
    (84
    )$
    7,803
    
    
    $
    10,007
  45




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 6. Property and Equipment
  September 30,2009
    
    
    2008Furniture and fixtures
    
    $
    87
    
    
    $
    85Computer equipment
    
    
    2,520
    
    
    
    1,967Machinery and equipment
    
    
    3,243
    
    
    
    3,002Leasehold improvements
    
    
    375
    
    
    
    363Product Certification Costs
    
    
    284
    
    
    
    1266,509
    
    
    
    5,543Less accumulated depreciation and amortization
    
    
    (4,316
    )
    
    
    (3,527
    )Property and equipment, net
    
    $
    2,193
    
    
    $
    2,016
 7. Goodwill and Intangible Assets
  Balance at September 30, 2007
    
    $
    2,043Additional goodwill
    
    
    Impairment of goodwill
    
    
    Balance at September 30, 2008
    
    $
    2,043Acquisition of TankLink
    
    
    1,116Impairment of goodwill
    
    
    Balance at September 30, 2009
    
    $
    3,159
  Weighted Average
    
    
    2009
    
    
    2008Useful Life
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulated(in months)
    
    
    Cost
    
    
    Amortization
    
    
    Net
    
    
    Cost
    
    
    Amortization
    
    
    NetCustomer relationships
    
    
    84.6
    
    
    $
    1,230
    
    
    $
    (183
    )
    
    $
    1,047
    
    
    $
    
    
    
    $
    
    
    
    $
    Developed technology
    
    
    60.0
    
    
    
    320
    
    
    
    (64
    )
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    Tradename
    
    
    24.0
    
    
    
    70
    
    
    
    (35
    )
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    Total intangible assets
    
    
    
    
    
    $
    1,620
    
    
    $
    (282
    )
    
    $
    1,338
    
    
    $
    
    
    
    $
    
    
    
    $
    
  46




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Fiscal Year2010
    
    $
    2822011
    
    
    2472012
    
    
    2472013
    
    
    2472014
    
    
    105Thereafter
    
    
    210$
    1,338
 8. Accrued Liabilities
  September 30,2009
    
    
    2008Payroll and benefits expense
    
    $
    1,549
    
    
    $
    1,770Royalties
    
    
    121
    
    
    
    558Other
    
    
    857
    
    
    
    1,958$
    2,527
    
    
    $
    4,286
 9. Line of Credit
      47




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 10. Income Taxes
  For the Year Ended September 30,2009
    
    
    2008
    
    
    2007CurrentFederal
    
    $
    48
    
    
    $
    
    
    
    $
    State
    
    
    17
    
    
    
    
    
    
    
    $
    65
    
    
    $
    
    
    
    $
    
   2009
    
    
    2008
    
    
    2007Provision for income taxes at statutory rate
    
    
    34.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Increases (decreases) in taxes resulting from:Valuation allowance
    
    
    (32.2
    %)
    
    
    0.0
    %
    
    
    0.0
    %State taxes net of federal benefit
    
    
    0.6
    %
    
    
    0.0
    %
    
    
    0.0
    %Other
    
    
    1.0
    %
    
    
    0.0
    %
    
    
    0.0
    %3.4
    %
    
    
    0.0
    %
    
    
    0.0
    %
     48




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  For the Year Ended September 30,2009
    
    
    2008
    
    
    2007Balance at beginning of year
    
    $
    2,834
    
    
    $
    3,117
    
    
    $
    3,117Reductions for expiring credits
    
    
    (348
    )
    
    
    (283
    )
    
    
    Balance at end of year
    
    $
    2,486
    
    
    $
    2,834
    
    
    $
    3,117
   September 30,2009
    
    
    2008Deferred tax assets:Reserve for inventory obsolescence
    
    $
    32
    
    
    $
    32Allowance for doubtful accounts
    
    
    7
    
    
    
    15Fixed assets
    
    
    22
    
    
    
    150Intangible assets
    
    
    214
    
    
    
    450Research and development tax credits
    
    
    2,486
    
    
    
    2,834Non-cash compensation
    
    
    1,127
    
    
    
    774Net operating loss carryforwards
    
    
    44,422
    
    
    
    52,911Accrued liabilities
    
    
    229
    
    
    
    216Other
    
    
    150
    
    
    
    151Total deferred tax assets
    
    
    48,689
    
    
    
    57,533Deferred tax liabilities:Intangible assets
    
    
    (551
    )
    
    
    Product certification costs
    
    
    (91
    )
    
    
    (43
    )Total deferred tax liabilities
    
    
    (642
    )
    
    
    (43
    )Net deferred tax asset
    
    
    48,047
    
    
    
    57,490Less valuation allowance
    
    
    48,047
    
    
    
    57,490Net deferred tax assets
    
    $
    
    
    
    $
    
   49




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    11. Commitments
  Fiscal Year2010
    
    $
    7822011
    
    
    6982012
    
    
    6732013
    
    
    4402014
    
    
    150Thereafter
    
    
    $
    2,743
    50




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 12. Redeemable Preferred Stock and Preferred Stock
  13. Capital Stock and Stock Options
      AvailableReserved
    
    
    to IssueStock Incentive Plan
    
    
    3,450,000
    
    
    
    259,1122008 Employee Stock Incentive Plan
    
    
    500,000
    
    
    
    10,000Non-employee Director Stock Incentive Plan
    
    
    500,000
    
    
    
    153,879
   51




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2009
    
    
    2008
    
    
    2007Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageOptions
    
    
    Exercise
    
    
    Options
    
    
    Exercise
    
    
    Options
    
    
    Exercise(000s)
    
    
    Price
    
    
    (000s)
    
    
    Price
    
    
    (000s)
    
    
    PriceOutstanding at beginning of the year
    
    
    1,712
    
    
    $
    4.85
    
    
    
    1,590
    
    
    $
    4.67
    
    
    
    1,765
    
    
    $
    4.52Granted
    
    
    490
    
    
    
    1.52
    
    
    
    916
    
    
    
    5.81
    
    
    
    453
    
    
    
    3.66Exercised
    
    
    (14
    )
    
    
    1.72
    
    
    
    (411
    )
    
    
    4.39
    
    
    
    (288
    )
    
    
    2.86Canceled
    
    
    (206
    )
    
    
    4.73
    
    
    
    (383
    )
    
    
    6.88
    
    
    
    (340
    )
    
    
    4.07Outstanding at end of the year
    
    
    1,982
    
    
    $
    4.06
    
    
    
    1,712
    
    
    $
    4.85
    
    
    
    1,590
    
    
    $
    4.67
  Weighted-
    
    
    Outstanding
    
    
    
    
    
    
    ExercisableAverage
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Outstanding as of
    
    
    Remaining
    
    
    Average
    
    
    Exercisable as of
    
    
    AverageRange of
    
    September 30, 2009
    
    
    Contractual
    
    
    Exercise
    
    
    September 30, 2009
    
    
    ExerciseExercise Prices
    
    (000s)
    
    
    Life (in years)
    
    
    Price
    
    
    (000s)
    
    
    Price$1.48  1.49
    
    
    437
    
    
    
    5.10
    
    
    $
    1.49
    
    
    
    115
    
    
    $
    1.491.50  3.50
    
    
    579
    
    
    
    4.24
    
    
    
    2.93
    
    
    
    356
    
    
    
    2.873.51  6.62
    
    
    667
    
    
    
    4.52
    
    
    
    5.04
    
    
    
    510
    
    
    
    4.876.63  16.45
    
    
    299
    
    
    
    4.02
    
    
    
    7.86
    
    
    
    129
    
    
    
    7.891,982
    
    
    
    4.49
    
    
    $
    4.06
    
    
    
    1,110
    
    
    $
    4.23
  52




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateShares
    
    
    Exercise
    
    
    Contractual
    
    
    Intrinsic(000s)
    
    
    Price
    
    
    Life (in years)
    
    
    ValueOutstanding as of September 30, 2008
    
    
    1,712
    
    
    $
    4.85Granted
    
    
    490
    
    
    
    1.52Exercised
    
    
    (14
    )
    
    
    1.72Canceled
    
    
    (206
    )
    
    
    4.73Outstanding as of September 30, 2009
    
    
    1,982
    
    
    $
    4.06
    
    
    
    4.49
    
    
    $
    997Exercisable as of September 30, 2009
    
    
    1,110
    
    
    $
    4.23
    
    
    
    4.46
    
    
    $
    368
  14. Major Customers
   53




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 15. Export Sales
  Export Sales by RegionCALA
    
    
    EA
    
    
    AME
    
    
    Total
    
    
    Domestic
    
    
    Total SalesFiscal 2009 sales
    
    $
    463
    
    
    $
    394
    
    
    $
    119
    
    
    $
    976
    
    
    $
    46,218
    
    
    $
    47,194Regions sales as % oftotal export sales
    
    
    47.44
    %
    
    
    40.37
    %
    
    
    12.19
    %
    
    
    100.00
    %Regions sales as % ofTotal Company sales
    
    
    0.98
    %
    
    
    0.84
    %
    
    
    0.25
    %
    
    
    2.07
    %
    
    
    97.93
    %
    
    
    100.00
    %Fiscal 2008 sales
    
    $
    8,574
    
    
    $
    677
    
    
    $
    117
    
    
    $
    9,368
    
    
    $
    56,786
    
    
    $
    66,154Regions sales as % oftotal export sales
    
    
    91.52
    %
    
    
    7.23
    %
    
    
    1.25
    %
    
    
    100.00
    %Regions sales as % ofTotal Company sales
    
    
    12.96
    %
    
    
    1.02
    %
    
    
    0.18
    %
    
    
    14.16
    %
    
    
    85.84
    %
    
    
    100.00
    %Fiscal 2007 sales
    
    $
    8,368
    
    
    $
    1,126
    
    
    $
    244
    
    
    $
    9,738
    
    
    $
    64,769
    
    
    $
    74,507Regions sales as % oftotal export sales
    
    
    85.92
    %
    
    
    11.57
    %
    
    
    2.51
    %
    
    
    100.00
    %Regions sales as % ofTotal Company sales
    
    
    11.23
    %
    
    
    1.51
    %
    
    
    0.33
    %
    
    
    13.07
    %
    
    
    86.93
    %
    
    
    100.00
    %
 16. Contingencies
 The Company is involved in various legal proceedings that arose in the ordinary course of its
business. While any litigation contains an element of uncertainty, management believes that the
outcome of such proceedings will not have a material adverse effect on the Companys consolidated
results of operations, cash flows or financial position. 17. Employee Benefit Plan
    54




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 18. Supplemental Disclosures of Cash Flow Information
 For the Year Ended September 30,2009
    
    
    2008
    
    
    2007Supplemental disclosure of cash flow information:Interest paid
    
    $
    1
    
    
    $
    2
    
    
    $
    107Income taxes paid
    
    $
    40
    
    
    $
    
    
    
    $
    Supplemental disclosure of non-cash investing and financing activities:Common stock issued to CSI in connection with the earn-out provisions
of the Purchase Agreement - 150,990 shares
    
    $
    
    
    
    $
    
    
    
    $
    563Restricted common stock awarded as director compensation 
0, 13,165 and 18,482 shares, respectively
    
    $
    
    
    
    $
    52
    
    
    $
    47Restricted common stock units awarded as director compensation 
158,001, 0 and 0 units, respectively
    
    $
    239
    
    
    $
    
    
    
    $
    
 19. Quarterly Results of Operations (Unaudited)
  Three months ended,December 31
    
    
    March 31
    
    
    June 30
    
    
    September 30Fiscal year 2009Total revenues
    
    $
    10,775
    
    
    $
    11,823
    
    
    $
    12,351
    
    
    $
    12,245Gross margin
    
    
    4,458
    
    
    
    4,583
    
    
    
    4,712
    
    
    
    5,218Income from continuing operations
    
    
    117
    
    
    
    138
    
    
    
    596
    
    
    
    1,434Loss from discontinued operations
    
    
    
    
    
    
    160
    
    
    
    (557
    )
    
    
    (22
    )Net income (loss)
    
    
    117
    
    
    
    298
    
    
    
    39
    
    
    
    1,412Basic income (loss) per
common share:Continuing operations
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.09Discontinued operations
    
    $
    
    
    
    $
    0.01
    
    
    $
    (0.03
    )
    
    $
    Net income (loss)
    
    $
    0.01
    
    
    $
    0.02
    
    
    $
    0.00
    
    
    $
    0.09Diluted income (loss) per
common share:Continuing operations
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.09Discontinued operations
    
    $
    
    
    
    $
    0.01
    
    
    $
    (0.03
    )
    
    $
    (0.00
    )Net income (loss)
    
    $
    0.01
    
    
    $
    0.02
    
    
    $
    0.00
    
    
    $
    0.09Fiscal year 2008Total revenues
    
    $
    19,726
    
    
    $
    19,613
    
    
    $
    15,312
    
    
    $
    11,503Gross margin
    
    
    7,047
    
    
    
    7,629
    
    
    
    5,241
    
    
    
    4,615Income from continuing operations
    
    
    2,247
    
    
    
    2,485
    
    
    
    644
    
    
    
    725Loss from discontinued operations
    
    
    (565
    )
    
    
    (2,178
    )
    
    
    (4,737
    )
    
    
    Net income (loss)
    
    
    1,682
    
    
    
    307
    
    
    
    (4,093
    )
    
    
    725Basic income (loss) per common share:Continuing operations
    
    $
    0.12
    
    
    $
    0.13
    
    
    $
    0.03
    
    
    $
    0.04Discontinued operations
    
    $
    (0.03
    )
    
    $
    (0.11
    )
    
    $
    (0.24
    )
    
    $
    Net income (loss)
    
    $
    0.09
    
    
    $
    0.02
    
    
    $
    (0.21
    )
    
    $
    0.04Diluted income (loss) per
common share:Continuing operations
    
    $
    0.11
    
    
    $
    0.13
    
    
    $
    0.03
    
    
    $
    0.04Discontinued operations
    
    $
    (0.03
    )
    
    $
    (0.11
    )
    
    $
    (0.24
    )
    
    $
    Net income (loss)
    
    $
    0.08
    
    
    $
    0.02
    
    
    $
    (0.21
    )
    
    $
    0.04
   55




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 20. Cumulative Effect Adjustment to Retained Earnings
  21. Discontinued Operations
   For the Year Ended September 30,2009
    
    
    2008
    
    
    2007Revenues
    
    $
    1,597
    
    
    $
    7,544
    
    
    $
    20,931Cost of sales
    
    
    1,877
    
    
    
    11,252
    
    
    
    20,357Total operating expenses
    
    
    139
    
    
    
    3,772
    
    
    
    8,145Income (loss) from discontinued operations
    
    $
    (419
    )
    
    $
    (7,480
    )
    
    $
    (7,571
    )
  56




---



##### 



TELULAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  For the Year Ended September 30,2009
    
    
    2008
    
    
    2007Operating Activities:Loss from discontinued operations
    
    $
    (419
    )
    
    $
    (7,480
    )
    
    $
    (7,571
    )Adjustments to reconcile income (loss) to
net cash provided by (used in) operating activities:Depreciation
    
    
    
    
    
    
    
    
    
    
    718Amortization
    
    
    
    
    
    
    
    
    
    
    3,149Intangible assets impairment loss
    
    
    
    
    
    
    1,098
    
    
    
    Goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    563Fixed asset impairment loss
    
    
    
    
    
    
    613
    
    
    
    Loss on disposal of fixed assets
    
    
    32
    
    
    
    1,083
    
    
    
    256Changes in assets and liabilities:Assets of discontinued operations
    
    
    4,583
    
    
    
    9,930
    
    
    
    11,331Liabilities of discontinued operations
    
    
    (677
    )
    
    
    (2,445
    )
    
    
    (2,850
    )Net cash provided by operating activities
    
    
    3,519
    
    
    
    2,799
    
    
    
    5,596Investing Activities:Sale of property and equipment
    
    
    94
    
    
    
    306
    
    
    
    Acquisition of property and equipment
    
    
    
    
    
    
    
    
    
    
    (32
    )Net cash provided by (used in) investing activities
    
    
    94
    
    
    
    306
    
    
    
    (32
    )Cash provided by discontinued operations
    
    $
    3,613
    
    
    $
    3,105
    
    
    $
    5,564
  September 30,2009
    
    
    2008Trade accounts receivable, net
    
    $
    
    
    
    $
    4,583Equipment, net
    
    
    
    
    
    
    126Total assets
    
    $
    
    
    
    $
    4,709Trade accounts payable
    
    $
    
    
    
    $
    149Accrued liabilities
    
    
    138
    
    
    
    666Total liabilities
    
    $
    138
    
    
    $
    815
   57




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##### 



PART III
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
   Managements Report on Internal Control Over Financial Reporting
     
 ITEM 9B. OTHER INFORMATION
   58




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##### 



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
   www.telular.com/profile/codes.asp
 ITEM 11. EXECUTIVE COMPENSATION
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  PART IV
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 (a)
    1.

    The following financial statements are included in Part II, Item 8 of this Form 10-K.Reports of Independent Registered Public Accounting FirmsConsolidated Balance Sheets as of September 30, 2009 and 2008Consolidated Statements of Operations for the years ended September 30, 2009, 2008 and 2007Consolidated Statements of Stockholders Equity for the years ended September 30, 2009, 2008
and 2007Consolidated Statements of Cash Flows for the years ended September 30, 2009, 2008 and 2007Notes to Consolidated Financial Statements
  59




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##### 



2.


    The following financial statement schedule, Schedule II  Valuation and
Qualifying Accounts for the years ended September 30, 2009, 2008 and 2007 is filed as
part of this report. All other financial statement schedules have been omitted because
they are not applicable or are not required or the
information required to be set forth therein is included in the financial statements
or notes thereto contained in Part II, Item 8 of this annual report.Schedule II  Valuation and Qualifying Accounts
 ChargedBalance at
    
    
    to Costs
    
    
    Charged
    
    
    
    
    
    
    Balance atBeginning
    
    
    and
    
    
    to Other
    
    
    
    
    
    
    EndDescription
    
    of Period
    
    
    Expenses
    
    
    Accounts
    
    
    Deductions
    
    
    of PeriodPeriod Ended September 30, 2009Accumulated amortization of intangible
assets
    
    $
    
    
    
    $
    282
    (1)
    
    $
    
    
    
    $
    
    
    
    $
    282Valuation allowance of deferred tax asset
    
    
    57,490
    
    
    
    
    
    
    
    
    
    
    
    (9,443
    )(2)
    
    
    48,047Reserve for inventory obsolescence
    
    
    84
    
    
    
    (43
    )
    
    
    195
    (3)
    
    
    (145
    )(4)
    
    
    91Allowance for doubtful accounts
    
    
    39
    
    
    
    19
    
    
    
    
    
    
    
    (38
    )(5)
    
    
    20Period Ended September 30, 2008Accumulated amortization of intangible
assets
    
    $
    6,105
    
    
    $
    1,098
    (6)
    
    $
    
    
    
    $
    (7,203
    )(7)
    
    $
    Valuation allowance of deferred tax asset
    
    
    57,153
    
    
    
    337
    (2)
    
    
    
    
    
    
    
    
    
    
    57,490Reserve for inventory obsolescence
    
    
    551
    
    
    
    19
    
    
    
    
    
    
    
    (486
    )(4)
    
    
    84Allowance for doubtful accounts
    
    
    40
    
    
    
    61
    
    
    
    
    
    
    
    (62
    )(5)
    
    
    39Period Ended September 30, 2007Accumulated amortization of intangible
assets
    
    $
    2,956
    
    
    $
    3,149
    (6)
    
    $
    
    
    
    $
    
    
    
    $
    6,105Valuation allowance of deferred tax asset
    
    
    55,822
    
    
    
    1,331
    (2)
    
    
    
    
    
    
    
    
    
    
    57,153Reserve for inventory obsolescence
    
    
    922
    
    
    
    328
    
    
    
    
    
    
    
    (699
    )(4)
    
    
    551Allowance for doubtful accounts
    
    
    185
    
    
    
    (54
    )(8)
    
    
    
    
    
    
    (91
    )(5)
    
    
    40
 (1)
    
    Amount represents the amortization of intangible assets related to the acquisition of
TankLink on October 1, 2008.(2)
    
    Amount represents the change in the valuation amount for deferred taxes due principally to the
origination and utilization of net operating loss carryforwards. The valuation amount reflects the
net tax effects of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.(3)
    
    Amount represents the opening balance of TankLinks reserve for inventory obsolescence at date
of acquisition.(4)
    
    Inventory disposed.(5)
    
    Accounts receivable written-off.(6)
    
    Amortization of intangibles includes impairment charges. All charges are included in loss from
discontinued operations.(7)
    
    Intangible assets related to the discontinued operations were fully written off when that
business unit was abandoned during the third quarter of fiscal 2008.(8)
    
    Reversal of previously charged expense for allowance for doubtful accounts.  60




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##### 



3.
    
    Exhibits Number
    
    Description
    
    Reference3.1
    
    
    Certificate of Incorporation
    
    Filed as Exhibit 3.1 to Registration Statement
No. 33-72096 (the Registration Statement)3.2
    
    
    Amendment No. 1 to Certificate
of Incorporation
    
    Filed as Exhibit 3.2 to the Registration Statement3.3
    
    
    Amendment No. 2 to Certificate
of Incorporation
    
    Filed as Exhibit 3.3 to the Registration Statement3.4
    
    
    Amendment No. 3 to Certificate
of Incorporation
    
    Filed as Exhibit 3.4 to Form 10-Q filed February 16, 19993.5
    
    
    Amendment No.4 to Certificate
of Incorporation
    
    Filed as Exhibit 3.5 to Form 10-Q filed February 16, 19993.6
    
    
    By-Laws
    
    Filed as Exhibit 3.4 to the Registration Statement4.1
    
    
    Certificate of Designations, Preferences,
and Rights of Series A Convertible Preferred
Stock
    
    Filed as Exhibit 99.2
Form 8-K filed
April 25, 199710.1
    
    
    Nonqualified Stock Option Agreement,
dated as of October 31, 2000, by and
between the Company and Larry J. Ford
    
    Filed as Exhibit 4.9 to
Registration Statement on
Form S-8, Registration
No. 333-61970 filed
May 31, 200110.2
    
    
    Nonqualified Stock Option Agreement,
dated as of October 26, 1999, by and
between the Company and Larry J. Ford
    
    Filed as Exhibit 4.10 to
Registration Statement on
Form S-8, Registration
No. 333-61970 filed
May 31, 200110.3
    
    
    Nonqualified Stock Option Agreement,
dated as of October 31, 2000, by and
between the Company and John E. Berndt
    
    Filed as Exhibit 4.15 to
Registration Statement on
Form S-8, Registration
No. 333-61970 filed
May 31, 200110.4
    
    
    Nonqualified Stock Option Agreement,
dated as of October 26, 1999, by and
between the Company and John E. Berndt
    
    Filed as Exhibit 4.16 to
Registration Statement on
Form S-8, Registration
No. 333-61970 filed
May 31, 200110.5
    
    
    Nonqualified Stock Option Agreement,
dated as of October 30, 2001, by and
between the Company and John E. Berndt
    
    Filed as Exhibit 10.41 to
Form 10-K filed
December 21, 200110.6
    
    
    Nonqualified Stock Option Agreement,
dated as of October 30, 2001, by and
between the Company and Larry J. Ford
    
    Filed as Exhibit 10.42 to
Form 10-K filed
December 21, 200110.7
    
    
    Telular Corporation Non-employee
Directors Stock Incentive Plan
    
    Filed as Exhibit 10.22
to Form 10-Q filed
February 14, 2003
  61




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##### 



Number
    
    Description
    
    Reference10.8
    
    
    Amendment to Warrants dated
November 11, 2007
    
    Filed as Exhibit
10.1 to Form 8-K Filed on November 15, 200710.9
    
    
    Second Amended and Restated
Employment Agreement with
Michael J. Boyle dated
December 7, 2007
    
    Filed as Exhibit
10.1 to Form 8-K filed December 6,
200710.10
    
    
    Employment Agreement with
Joseph A. Beatty dated
December 14, 2007
    
    Filed as Exhibit
10.1 to Form 8-K filed December 19,
200710.11
    
    
    Retention and Severance
Agreement with Jonathan M.
Charak dated March 17, 2008
    
    Filed as Exhibit
10.1 to Form 8-K
filed on March 19, 200810.12
    
    
    Retention and Severance
Agreement with George S.
Brody dated July 29, 2008
    
    Filed as Exhibit
10.1 to Form 8-K
Filed on August 4, 200821
    
    
    Subsidiaries of Registrant
    
    Filed herewith23.1
    
    
    Consent of Grant Thornton LLP
    
    Filed herewith23.2
    
    
    Consent of Ernst & Young LLP
    
    Filed herewith31.1
    
    
    Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    
    Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.1
    
    
    Certification Pursuant to 18
U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Furnished herewith
 (1)
    
    Certain portions of this exhibit have been omitted and filed separately with the
United
States Securities and Exchange Commission pursuant to a request for confidential
treatment.
The omitted portions have been replaced by an * enclosed by brackets ([*]).  62




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##### 



SIGNATURES
  Telular CorporationDate: December 14, 2009
    
    By:
    
    /s/ JOSEPH A. BEATTYJoseph A. BeattyPresident & Chief Executive Officer
  Signature
    
    Title
    
    Date/s/ JOSEPH A. BEATTY

Joseph A. Beatty
    
    President, Chief Executive
Officer and Director
    
    December 14, 2009/s/ JONATHAN M. CHARAK

Jonathan M. Charak
    
    Senior Vice President,
Chief Financial Officer
and Secretary
    
    December 14, 2009/s/ ROBERT L. DEERING

Robert L. Deering
    
    Chief Accounting Officer
    
    December 14, 2009/s/ LARRY J. FORD

Larry J. Ford
    
    Chairman of the Board
    
    December 14, 2009/s/ LAWRENCE S. BARKER

Lawrence S. Barker
    
    Director
    
    December 14, 2009/s/ BETSY J. BERNARD

Betsy J. Bernard
    
    Director
    
    December 14, 2009/s/ BRIAN J. CLUCAS

Brian J. Clucas
    
    Director
    
    December 14, 2009/s/ JEFFREY JACOBOWITZ

Jeffrey Jacobowitz
    
    Director
    
    December 14, 2009/s/ M. BRIAN MCCARTHY

M. Brian McCarthy
    
    Director
    
    December 14, 2009
  63




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##### 



Exhibit Index
 Number
    
    
    Description
    
    Reference21
    
    
    Subsidiaries of Registrant
    
    Filed herewith23.1
    
    
    Consent of Grant Thornton LLP
    
    Filed herewith23.2
    
    
    Consent of Ernst & Young LLP
    
    Filed herewith31.1
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith31.2
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    
    Furnished herewith
  64