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 March 29, 1997 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 (847) 680-7400 Not Applicable ------------------------------------------------------------------ 		 Former name, former address and former fiscal year, 			 if changed since last report. 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 reg- istrant 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--3,819,843 Shares as of April 18, 1997 			 Exhibit Index on Page 9 CORCOM, INC. INDEX PART I--FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheets--March 29, 1997 (Unaudited) and December 31, 1996 			 Consolidated Condensed Statements of Income (Unaudited)--For the Thirteen Weeks Ended March 29, 1997 and March 30, 1996 Consolidated Condensed Statements of Cash Flows (Unaudited)--For the Thirteen Weeks Ended March 29, 1997 and March 30, 1996 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 				9 	 Signatures 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) 			 March 29, December 31, ASSETS 1997 1996 ---------- ----------- CURRENT ASSETS (Unaudited) Cash & cash equivalents $ 5,831 $ 4,789 Accounts receivable - net 5,609 4,688 Inventories - Note B 6,530 6,691 Deferred income tax asset, net 1,690 2,000 Other current assets 572 682 Total current assets 20,232 18,850 PROPERTY, PLANT AND EQUIPMENT - AT COST 18,852 18,391 Less allowances for depreciation & amortization 14,271 14,014 4,581 4,377 TOTAL ASSETS $24,813 $23,227 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $ 58 $ 59 Accounts payable 2,625 1,368 Other accrued liabilities 1,421 1,728 Total current liabilities 4,104 3,155 LONG-TERM DEBT 87 102 STOCKHOLDERS' EQUITY Common Stock, no par value; 10,000,000 shares authorized; issued - 3,833,743 shares in 1997 and 3,815,543 in 1996 14,083 14,057 Retained earnings 6,764 6,023 Accumulated exchange rate adjustments (225) (110) 20,622 19,970 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $24,813 $23,227 See notes to Consolidated Condensed Financial Statements. CORCOM, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) (In Thousands, except Share Data) 				 ------Thirteen Weeks Ended------- March 29, 1997 March 30, 1996 -------------- --------------- Net sales $8,993 $8,313 Costs and expenses: Cost of sales 5,624 5,130 Engineering expenses 338 311 Selling, administrative & other expenses 1,976 1,869 Interest expense 3 4 Interest income (49) (19) 7,892 7,295 Earnings before income taxes 1,101 1,018 Income tax provision (benefit) 360 (246) Net earnings $ 741 $1,264 Average number of common and common equivalent shares outstanding 3,971,246 3,939,928 Net earnings per common and common equivalent share - Note C $0.19 $0.32 Cash dividends have not been declared in the periods covered by these state- ments. See notes to Consolidated Condensed Financial Statements. 						 CORCOM, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (In Thousands) ------Thirteen Weeks Ended---- March 29, March 30, 1997 1996 ------------ ------------ OPERATING ACTIVITIES Net cash flows from operating activities $1,556 $1,513 INVESTING ACTIVITIES Additions to property, plant and equipment, net (524) (213) FINANCING ACTIVITIES Stock options exercised 26 43 Repayments of notes payable and long term debt (16) (14) TOTAL FINANCING ACTIVITIES 10 29 INCREASE IN CASH AND CASH EQUIVALENTS 1,042 1,329 Cash and cash equivalents at beginning of period 4,789 887 CASH AND CASH EQUIVALENTS AT END OF PERIOD $5,831 $2,216 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 March 29, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. 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, 1996. NOTE B - INVENTORIES Major classes of the Company's inventories are as follows (in thousands): 				 March 29, December 31, 1997 1996 -------- -------- Finished products $2,241 $2,693 Raw materials and work-in-process 4,289 3,998 $6,530 $6,691 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 components of the net deferred tax asset, tax effected, recognized in the accompanying balance sheet as of March 29, 1997 are as follows (in thousands): Deferred tax asset $1,975 Less valuation allowance (285) Net deferred tax asset $1,690 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - First Quarter 1997 vs. First Quarter 1996 Corcom's net sales for the first quarter of 1997 were $8,993,000, an increase of 8.2% from the $8,313,000 reported for the first quarter of 1996. This in- crease was the result of revenue growth in the Company's North American and European commercial filter businesses. North American revenue represented over 73% of total revenue in the first quarter of 1997 and was up 10.2% over the comparable number in 1996 as a result of the continued strength of the do- mestic market for passive components. European sales, which represent ap- proximately 25% of total first quarter 1997 revenue, was up 5.6% in 1997 over 1996. There were no appreciable price changes year to year. Cost of sales for the current quarter equaled 62.5% of net sales compared to 61.7% for the year ago period. Certain peso-based costs at the Company's main manufacturing plant in Juarez, Mexico have increased year to year as a result of the inflation in this currency over the past year. Since a portion of the Company's costs are peso-based, the Company's manufacturing costs could rise further if the value of the peso increases relative to the dollar, or if in- flation in Mexico escalates. Engineering expenses, at $338,000 in the first quarter of 1997, were slightly higher than the $311,000 reported in the first quarter of 1996 as a result of higher prototype costs in the current period. Selling, administrative and other expenses rose in 1997 to $1,976,000 from the $1,869,000 reported in the first quarter of 1996. The largest component of this increase was the higher sales and commission expenses on the higher revenue level. Interest expense was negligible in the first quarter of 1997 as it was in 1996. Interest income increased to $49,000 in the first quarter of 1997 as compared to $19,000 in the year-ago period as a result of the higher cash bal- ances in the current period. The Company's pre-tax earnings for the first quarter of 1997 were $1,101,000 as compared with $1,018,000 for the first quarter of 1996. The reasons for the improvement are discussed above. The income tax provision in the first quarter of 1997, at $360,000, represents a normal statutory provision based on current pretax earnings. This compares to an income tax benefit of $246,000 in the first quarter of 1996. The prin- cipal component of this benefit was a reversal of part of the valuation allow- ance against the deferred tax asset related to existing tax net operating loss (NOL) carryforwards at the beginning of 1996. This was a one-time benefit ex- perienced in 1996 only and was not repeatable in 1997. After tax, the Company's net earnings for the first quarter of 1997 were $741,000 ($.19 per share). This compares to net earnings in the year ago pe- riod of $1,264,000 ($.32 per share), including the tax benefit experienced in that year. The average number of common and common equivalent shares out- standing as of March 29, 1997 were 3,971,246, an increase of 31,318 from the 3,939,928 shares reported as of March 30,1996. The increase was the joint re- sult of the issuance of additional shares on exercise of stock options by cer- tain key employees over the past year, and the dilutive effect of existing un- exercised stock options. Liquidity and Capital Resources As of March 29, 1997, the Company had cash reserves on hand of $5,831,000, an increase of $1,042,000 over the $4,789,000 reported at the beginning of the year. In addition to current cash reserves, the Company's loan agreement with American National Bank and Trust Company of Chicago is still in place. This agreement is a one year, unsecured line of credit with maximum borrowings of $4,000,000, or 80% of eligible accounts receivable, whichever is less. Inter- est 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 runs through April 30, 1998. There were no borrowings against this agreement as of March 29, 1997. On March 26, 1997, the Company announced that the Board of Directors had ap- proved a stock repurchase program for up to 200,000 shares of the Company's common stock. It was announced that the stock purchases would be made from time to time, depending on market conditions, in the open market and in pri- vately negotiated transactions. The Company had not made any repurchases un- der this program as of March 29, 1997. The Company does not believe it will need to identify additional sources of capital over the next year and feels that current cash reserves, 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 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 March 29, 1997. 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. Dated: April 24, 1997 Corcom, Inc. /S/ Thomas J. Buns By: Thomas J. Buns Vice President and Treasurer (Principal Financial Officer)