SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended: April 1, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-9487 CORCOM, INC. (Exact name of registrant as specified in its charter) Illinois 36-2307626 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 844 E. Rockland Road, Libertyville, Illinois 60048 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (708) 680-7400 Indicate by checkmark 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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practical date. Common Stock, No Par Value--3,658,386 Shares as of April 19, 1995 CORCOM, INC. INDEX PART I -- FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheets -- April 1, 1995 (Unaudited) and December 31, 1994 Consolidated Condensed Statements of Operations (Unaudited) for the Thirteen Weeks Ended April 1, 1995 and April 2, 1994 Consolidated Condensed Statements of Cash Flows (Unaudited)--For the Thirteen Weeks Ended April 1, 1995 and April 2, 1994 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Signatures Exhibit 4.1 -- Loan Agreement and Note with American National Bank and Trust Company of Chicago Exhibit 11.1 -- Computation of Earnings per Share Exhibit 27.1 -- Financial Data Schedule (EDGAR ONLY) PART I. -- FINANCIAL INFORMATION CORCOM, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands, except Share Data) April 1, December 31, 1995 1994 (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 339 $ 202 Accounts receivable--net 4,832 4,225 Inventories--Note B 6,501 6,418 Other current assets 412 572 Total current assets 12,084 11,417 PROPERTY, PLANT AND EQUIPMENT--AT COST 16,680 16,302 Less allowances for depreciation and amortization 13,210 12,903 Net Property Plant & Equipment 3,470 3,399 TOTAL ASSETS $15,554 $14,816 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Cash overdraft $ 0 $ 130 Current portion of long-term debt 278 300 Accounts payable 1,449 1,235 Other accrued liabilities 1,090 1,257 Notes payable 428 249 Total current liabilities 3,245 3,171 LONG-TERM DEBT 200 213 STOCKHOLDERS' EQUITY Common stock, no par value: Authorized 10,000,000 shares; issued (including shares in treasury) - 3,658,543 shares in 1995 and 3,619,543 in 1994 13,839 13,749 (Accumulated deficit) (1,729) (2,235) Accumulated exchange rate adjustment (1) (82) 12,109 11,432 Less cost of common stock in treasury-- 157 shares in 1995 and 1994 0 0 12,109 11,432 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $15,554 $14,816 <FN> See notes to Consolidated Condensed Financial Statements. CORCOM, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (In Thousands, except Share Data) Thirteen Weeks Ended April 1, 1995 April 2, 1994 Net sales $6,920 $6,496 Costs and expenses: Cost of sales 4,464 4,519 Engineering expenses 298 299 Selling, administrative and other expenses 1,601 1,181 Interest expense 25 86 Total cost and expenses 6,388 6,085 Earnings before income taxes 532 411 Income taxes 26 8 Net earnings $ 506 $ 403 Average number of common and common equivalent shares outstanding 3,798,144 3,638,637 Net earnings per common and common equivalent share--Note C $ 0.13 $ 0.11 <FN> Cash dividends have not been declared in the periods covered by these statements. <FN> See notes to Consolidated Condensed Financial Statements. CORCOM, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (In Thousands) Thirteen Weeks Ended April 1, 1995 April 2, 1994 OPERATING ACTIVITIES Net cash flows from operating activities $ 364 $ (75) INVESTING ACTIVITIES Additions to property, plant and equipment, net (331) (69) Proceeds from sale of property 0 2,541 TOTAL INVESTING ACTIVITIES (331) 2,472 FINANCING ACTIVITIES Proceeds from borrowings under notes payable and long-term debt 190 0 Stock options exercised 90 0 Repayments of notes payable and long-term debt (46) (2,230) Change in cash overdraft (130) (241) TOTAL FINANCING ACTIVITIES 104 (2,471) Effect of exchange rate changes on cash and cash equivalents 0 2 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 137 (72) Cash and cash equivalents at beginning of year 202 238 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 339 $ 166 <FN> See notes to Consolidated Condensed Financial Statements CORCOM, INC NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE A--BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the thirteen weeks ended April 1, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1994. NOTE B--INVENTORIES Major classes of the Company's inventories are as follows (in thousands): April 1, 1995 April 2, 1994 Finished products $2,760 $2,848 Materials and work-in-process 3,741 3,570 $6,501 $6,418 NOTE C--EARNINGS PER SHARE Net earnings per common and common equivalent share are based upon the weighted average number of shares of common stock and common stock equivalents (dilutive stock options) outstanding during each period. NOTE D--INCOME TAXES The provision for income taxes in 1995 as a percentage of earnings before income taxes is less than the federal statutory rate due principally to the effect of utilization of net operating loss carryovers. The components of the net deferred tax asset, tax effected, recognized in the accompanying balance sheet as of April 1, 1995 are as follows (in thousands): Deferred tax assets $4,832 Less valuation allowance (4,832) Net deferred tax assets $ 0 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - First Quarter 1995 vs. First Quarter 1994 Net sales for the first quarter 1995 were $6,920,000, an increase of 6.5 % from the $6,496,000 reported in the first quarter of 1994. This increase was commensurate with the increase in the overall electronics market. Cost of sales for the current quarter were 64.5% of net sales compared to 69.6% for the first quarter of 1994. The improvement is due to lower costs at the Company's North American manufacturing facilities. Engineering expenses, at $298,000 in the first quarter of 1995, were about the same as the $299,000 reported in the first quarter of 1994. Selling, administrative, and other expenses rose in the first quarter of 1995 to $1,601,000 from the $1,181,000 reported in the first quarter of 1994 due principally to the fact that a $241,000 one-time gain on the sale of real estate in the first quarter of 1994 was not repeated in 1995 and also to the fact more sales commission were paid on the higher level of sales in 1995. Interest expense was $25,000 in the first quarter of 1995 as compared to $86,000 in the first quarter of 1994, the result of lower borrowings in the current period. Income tax expense was $26,000 in the first quarter of 1995 as compared to $8,000 in the first quarter of 1994. Net earnings for the first quarter of 1995 were $506,000 ($0.13 per share on average shares outstanding of 3,798,144). This compares to earnings of $403,000 including the gain on sale of real estate ($0.11 per share on 3,638,637 average shares outstanding) for the first quarter of 1994. Liquidity and Capital Resources On April 3, 1995, the Company entered into a new loan agreement with American National Bank and Trust Company of Chicago. This agreement is a one year, presently unsecured line of credit with maximumborrowings of $4,000,000, or 80% of eligible accounts receivable, whichever is less. Interest on this loan is the Company's choice of either LIBOR plus one hundred fifty basis points, or the Bank's prime rate. This agreement replaces the secured line of credit with Norwest Business Credit, Inc. which had been established in June 1991. Maximum borrowings under the old agreement were $5,000,000, of which $4,600,000 was a revolving credit facility and $400,000 was a term loan. The borrowings were collateralized by domestic inventory and receivables. The interest rate under the old loan agreement was the Bank's prime rate plus two and one half percent. The Company was borrowing $478,000 against its line of credit as of April 1, 1995. This compares to borrowings of $513,000 as of December 31, 1994. The Company does not believe that it will need to identify additional sources of capital over the next year and feels that cash provided by operating activities and the existing credit facility will be sufficient to meet its operating needs and capital resource requirements. PART II. OTHER INFORMATION CORCOM, INC. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit No. Description 4.1 Loan Agreement with American National Bank and Trust Company of Chicago 11.1 Computation of Earnings per share 27.1 Financial Data Schedule (EDGAR ONLY) (b) The Company did not file any reports on Form 8-K during the thirteen week period ended April 1, 1995. CORCOM, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CORCOM, INC. Dated: April 25, 1995 Thomas J. Buns By: Thomas J. Buns Vice President and Treasurer (Principal Financial Officer)