SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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)
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report for the
year ended December 31, 1997 on Form 10-K as set forth in the pages attached
hereto:
(List all such items, financial statements, exhibits or other portions
amended)
PART I Item 1. Business
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: May 7, 1998
CORCOM, INC.
(Registrant)
s/s Thomas J. Buns
By: Thomas J. Buns
Vice President & Treasurer
(Principal Financial and Accounting Officer)
PART I
Item 1. Business
CORCOM, Inc. is an Illinois corporation incorporated in March, 1955.
Except as otherwise indicated by the context, references herein to "CORCOM"
or the "Company" mean CORCOM, Inc. and its subsidiaries. CORCOM's business
consists of the design, manufacture, and sale of radio frequency interference
filters to the commercial, facility, and military filter markets. The
Company also manufactures and sells a broad line of power entry devices that
are used to connect electronic equipment to an external power source.
Products
Radio frequency interference (RFI) filters are electronic components
used to protect electronic equipment from radio frequency interference
conducted through the AC power cord. They are also used to control the
emission of the RFI generated by electronic equipment so these emissions do
not interfere with other electronic devices. Customers purchase RFI filters
for emission control purposes to bring their equipment into compliance with
government regulations that limit the amount of radio frequency interference
that can be emitted by digital computing devices. The Company also
manufactures a complete line of Signal Sentry(c) products, filtered modular RJ
jacks designed to solve RFI problems on signal lines.
CORCOM maintains a catalog of standard commercial filters that contains
approximately 500 designs, offering a variety of sizes, electrical
configurations, current ratings and environmental capabilities. These filters
consist of electronic circuits utilizing passive electrical components:
inductance coils, capacitors, and resistors. These are enclosed in a metal or
plastic case having terminals, lead wires, or an integral connector, for
attachment to associated equipment. Sales of commercial filters, including
Signal Sentry(c) products, accounted for approximately 72% of net sales in
1997, 75% in 1996, and 70% in 1995.
CORCOM also manufactures and sells RFI filters for the military and
facility markets. Both product lines are similar to commercial filters in
their basic function and design. However, military filters are subject to
extremely high performance requirements as described by military
specification. Facility filters are larger versions of the Company's line of
commercial filters and are used to control RFI conducted through the main
power line feeding secure facilities. Together they represented 5% of 1997
sales, 4% of 1996 sales, and 5% of 1995 sales.
The Company also distributes a line of power entry products that are
used to connect electronic equipment with a power source. These devices come
in a variety of configurations and may include an on-off switch, voltage
selector, fuse holder, and an IEC connector. Some power entry products also
contain an RFI filter. CORCOM's line of power entry products contains items
of its own design, plus some products obtained under a private label
agreement. Sales of power entry devices accounted for 23% of net sales in
1997, 21% in 1996, and 25% in 1995.
In addition to filters and power entry products, the Company
distributes a variety of A/C power cords for use with filters and power entry
products having integral power connectors plus a series of line to line
capacitors used for RFI suppression.
All of the Company's products are marketed under its federally
registered trademark, "CORCOM".
CORCOM filters are designed to meet the requirements of one or more
safety and reliability specifications, such as those of Underwriters
Laboratories (UL), the Canadian Standards Association (CSA), the Verband
Deutscher Electrotechniker (VDE) in Germany, and the Schweizerischer
Elektrotechnischer Verein (SEV) in Switzerland.
All CORCOM filters are designed and built to operate continuously for
at least five years when connected across a live A/C power line. CORCOM
filters must perform without interruption because in most cases they are
energized even when the equipment in which they are installed is switched off.
Markets
CORCOM power line RFI filters are used as electronic pollution control
devices by manufacturers of digital electronic equipment all over the world.
In addition, many filters are used by field service organizations for
installation in sensitive equipment which was manufactured without an
effective filter. Power entry products are sold into the same markets and
through the same channels of distribution. Military filters are sold to
defense contractors and U.S. government agencies for use in sensitive
electronic devices. Facility filters are sold principally to contractors for
installation in screen room test facilities, computer installations, or other
locations containing sensitive electronic equipment.
Over 4,000 customers in the United States and more than 100 customers
in other countries purchased filters and power entry products from CORCOM or
its distributors in 1997. No single customer accounted for more than 10% of
sales in 1997, 1996, or 1995.
Distribution
Sales of CORCOM products in the United States are obtained by 18
independent sales representative firms which call on major original equipment
manufacturers (OEM's), government contractors, U.S. government agencies, and
independent electronic parts distributors. There are 28 United States
distributor firms which carry the Company's products; these distributors
service the smaller OEM's and the service organizations. Both representatives
and distributors handle other types of products, and some distributors carry
competing lines.
Export sales are conducted through combination
representative/distributor organizations. Representative sales are on a
commission basis with shipments directly to OEM's. On a distributor basis,
filters and power entry products are imported and sold to customers within
their countries.
The Company has 35 international representative/distributors plus
wholly-owned subsidiaries in Germany and Mexico. This network sold into 24
countries in 1997. Primary export markets include Canada, Germany, the United
Kingdom, France, Italy, Spain, Sweden, Japan, South Korea, Taiwan, and Hong
Kong. International catalogs are published in German and English. During 1997
the Company closed its direct sales office in Hong Kong but continues to serve
this market through local distributors. Total international sales, which
include the sales from Corcom's German subsidiary, totaled $9,933,000 in 1997
(27.0% of net sales), $9,490,000 in 1996 (28.6% of net sales) and $7,688,000
in 1995 (25.1% of net sales). For further business information by geographic
area, reference is made to note 8 to the Consolidated Financial Statements.
Export sales from the United States are invoiced in United States
dollars while sales of the Company's German subsidiary are invoiced in German
Deutschmarks. All international sales are subject to factors such as changes
in foreign exchange rates, protective tariffs, tax policy and export/import
controls.
CORCOM supports the marketing of its products by wide distribution of
its catalogs, by advertising in technical publications, and via an
informational internet site on the worldwide web. Advertising and catalog
costs for the Company were approximately $289,000, $284,000, and $209,000 in
1997, 1996, and 1995, respectively.
Backlog
The Company's backlog of orders with firm delivery schedules was
approximately $8,260,000 on January 31, 1998, compared to $9,296,000 on
January 31, 1997. The backlog consists principally of special orders and
scheduled increments of volume contracts. Most catalog items are shipped from
inventory. Typical lead time for special orders is 12-14 weeks. Over 80% of
all orders are scheduled for delivery within 6 months. The Company does not
believe that its business is subject to seasonal variations.
Competition
Although industry statistics generally are not available, CORCOM
believes that in the United States it accounts for approximately 25% of
commercial and industrial power line interference filters, exclusive of
military applications. Competition principally includes Schaffner A.G. of
Switzerland; Delta of Taiwan; Aerovox, Inc.; Stanford Applied Engineering,
Inc.; as well as a number of lesser participants. CORCOM believes that its
sales volume is approximately equal to the aggregate volume of its three
principal United States competitors. In Europe the principal competitors are
Schaffner A.G., Siemens, Timonda and Eichoff. In the Far East CORCOM's
principal competitor is Delta. Many of the competitors are firms much larger
than CORCOM, with far greater financial resources, broader product lines and
larger marketing organizations.
CORCOM believes that its position in the commercial and industrial
power line interference filter market results from a number of factors,
including the Company's concentration on this market sector, its emphasis on
application engineering to meet individual customer requirements, its
reputation for high product reliability and quality, its broad catalog line,
and its ability to provide standard items from inventory and/or local
distributor stock. The Company believes that these factors have to date
enabled CORCOM products to achieve high acceptance in the marketplace.
Because the Company's products are an integral part of the digital
electronic equipment produced by its OEM customers, there will always be the
possibility of a customer electing to produce its own RFI filters and power
entry products rather than purchase the Company's products.
CORCOM's major competitor in power entry products is Schaffner A.G.
of Zurich, Switzerland. The Company believes that the two companies comprise
approximately half the market for these devices in the United States, with
each company having approximately the same market share.
Production, Testing, and Assembly
CORCOM's products are composed of electrical components such as
capacitors and inductors and connectors which are wired into specific circuit
configurations, soldered, assembled into metal or plastic housings, and
tested. Materials and components generally are available from multiple
sources, and loss of a particular supplier would not be expected to have a
materially adverse effect on the Company's operations.
Engineering
The Engineering Department is divided into four sections -
Applications, Catalog, Support, and Manufacturing Engineering. Applications
Engineering provides assistance to key OEM accounts as well as customers
within specific geographic regions. Catalog Engineering develops new products
based on input from Marketing, and maintains and improves existing catalog
products through new technologies. Support Engineering consists of Safety
Engineering, which ensures compliance with safety regulations worldwide, and
Test Engineering, which develops and maintains all testing and inspection
equipment. Manufacturing Engineering verifies that the necessary equipment,
tooling and processes are in place, and updates manufacturing on new and
developing techniques and processes. The costs associated with the
Engineering Department were $1,333,000 in 1997. This compares to $1,220,000
in 1996 and $1,247,000 in 1995.
ISO Registration
CORCOM's manufacturing facilities were granted ISO 9001 registration
in 1995 by Underwriters Laboratories. This registration validates a company's
management system to the internationally accepted ISO 9001 standard relative
to the design, manufacturing, and quality of the products it manufactures. ISO
registration is seen as a benefit to CORCOM's customers, as well as a vehicle
to promote a continuous improvement philosophy within the Company.
Government Regulations
The Federal Communications Commission (FCC) has adopted regulations to
reduce the interference potential of electronic equipment having circuitry
"that generates and uses timing signals or pulses at a rate in excess of
10,000 pulses (cycles) per second and uses digital techniques." This
definition includes essentially all A/C powered computers and other digital
equipment. Although the FCC has exempted several specific types of devices,
compliance with these rules has been required for most types of A/C powered
digital equipment since October, 1983.
CORCOM believes that in most cases compliance with the FCC
requirements will require the suppression of conducted RFI through the use of
power line interference filters, and these are now considered a standard
component in most A/C powered digital electronic equipment.
Outside the United States, RFI is controlled by national and regional
regulation. In Europe, the European Union (EU) has established directives to
control RFI which, in most respects, take into account the recommendations of
the special committee on radio interference (CISPR) of the International
Electrotechnical Commission (IEC). As of January 1, 1996, all electrical or
electronic products under the scope of the EU directives intended for sale or
distribution in the EU countries must display the CE marking for proof of
compliance with the EU specifications. These specifications in many respects
are similar to the FCC rules. It is therefore possible for a manufacturer
using a CORCOM filter to produce equipment in such a manner that it complies
with both FCC and international interference control regulations as well as
domestic and foreign safety requirements.
Patents
The Company holds 12 patents. It may be possible for competitors of
CORCOM to copy aspects of its products even though the Company regards these
as proprietary. However, the Company believes that patent protection is of
less importance than the knowledge and experience of its management and
personnel and their ability to develop and market the Company's products. The
Company will apply for patents if and when it develops patentable processes or
products. The Company is not aware that the manufacture and sale of its
products, including those presently under development, require it to obtain
any licenses from others, although it may be necessary or desirable in the
future to obtain licenses for one or more of its future products.
Employees
On January 31, 1998, CORCOM had 672 full-time employees, of whom 576
were engaged in production activities, 19 in product development and related
activities, 23 in sales and marketing, and 54 in general and administrative
capacities. The Company considers its employee relations to be excellent. The
Company has not experienced any work stoppage due to a labor dispute in over
31 years.
Recent Development
On March 10, 1998 Corcom, Inc. (the "Registrant") entered into an
Agreement and Plan of Merger by and among Communications Instruments, Inc., a
North Carolina corporation ("CII"), RF Acquisition Corp., an Illinois
corporation and wholly owned subsidiary of CII ("Merger Sub") and the
Registrant (the "Merger Agreement"). CII is owned by Code Hennessy &
Simmons, LLC, a Chicago based private investment firm, and CII management.
Pursuant to the Merger Agreement, (a) CII will acquire all of the Registrant's
issued and outstanding shares of common stock for $13.00 per share in cash,
or approximately $51.2 million, and (b) Merger Sub will merge with and into
Registrant (the "Merger"), with Registrant being the surviving corporation in
the Merger.
The closing of the Merger is subject to the satisfaction of certain
conditions, including, among other matters, approval by the holders of two-
thirds of the issued and outstanding shares of common stock of the
Registrant, certain regulatory approvals and receipt by CII of debt financing
necessary to consummate the Merger, a commitment for which has been provided
by Bank of America National Trust and Savings Association. This financing is
subject to certain conditions, including the execution of a definitive credit
agreement satisfactory to Bank of America. A copy of the Merger Agreement is
attached as Exhibit 2.1 to the registrant's Current Report on Form 8-K (date
of report March 10, 1998) and is hereby incorporated by reference.
CII also entered into an agreement with Werner E. Neuman, the President
of the Registrant, and James A. Steinback, a Director of the Registrant,
whereby such individuals agreed to vote in favor of the Merger. These two
individuals hold approximately 31% of the shares outstanding. A copy of this
voting agreement is attached as Exhibit 99.1 to the aforesaid Form 8-K and is
hereby incorporated by reference.
A copy of the press release of the Registrant, dated March 11, 1998, is
attached as Exhibit 99.2 to the aforesaid Form 8-K and is hereby incorporated
by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
CORCOM's net sales for 1997 were $36,788,000, an increase of 10.9% from
the $33,166,000 reported for the previous year. The bulk of the increase
came in the form of a volume increase in the Company's North American
commercial filter business, the result of an increase in the overall
electronics market. Volume increases represented approximately $3,258,000 of
the total increase of $3,622,000. There were no appreciable price changes
year to year. Between 1995 and 1996, sales increased 8.2%. Most of this
increase came as a result of volume increases in the Company's North American
and European commercial filter businesses. The increase in North America was
the result of an increase in the overall electronics market. The increase in
Europe was principally attributable to more stringent European RFI/EMI testing
regulations which went into effect January 1, 1996. There were no appreciable
price changes in this period either.
The Company's backlog of orders with firm delivery schedules was
$8,260,000 as of January 31, 1998, compared to $9,296,000 as of January 31,
1997 and $10,346,000 on January 31, 1996. There has been a reduction in the
last two years of very long lead time orders by certain of the Company's
customers; however the value of orders deliverable in the upcoming 13 week
period has remained relatively constant over the last two years.
In 1997 the Company's gross margins improved to 39.1% of sales from
the 37.9% reported in 1996. This was primarily the result of cost reductions
in certain raw materials used by the Company, coupled with the leveraging
impact of higher production levels on the Company's fixed production-related
costs. The period 1995 to 1996 also showed an improvement in gross margins
from 37.1% in 1995 to 37.9% in 1996. This improvement was due to a shift in
mix to more profitable European sales partially offset by an increase in the
peso-based costs at the Company's Mexican production facility as a result of
the inflation in that currency during 1996. Since a portion of the Company's
costs are Mexican peso- based, should the value of that currency increase
relative to the dollar, or if inflation in Mexico escalates, the Company's
manufacturing costs could rise.
Engineering expenses in 1997, at $1,333,000, were about 9.3% higher than the
$1,220,000 incurred in 1996, the result of resources added to this area in
1997 to keep up with rising demand. In 1996, engineering expenses were
approximately the same as they were in 1995. As a percent of revenue,
engineering expenses remained about the same in 1997, at 3.6% of sales, as
they were in 1996.
Selling, administrative and other expenses were $545,000, or 7%,
higher in 1997 than in 1996, the majority of which was due to higher
commission and sales expenses on the higher 1997 revenue and higher incentive
compensation costs on higher 1997 pretax income. Sales, administrative and
other expenses increased $704,000, or 10%, from 1995 to 1996. The major
components of this increase were higher sales commission and sales expenses on
the higher levels of sales in 1996.
Interest expense was $10,000 in 1997 as compared with $16,000 and
$71,000 for 1996 and 1995 respectively. Interest expense for 1997 and 1996
represents the interest portion of lease payments on certain equipment leases
only. Interest expense for 1995 includes not only the interest portion of the
Company's lease payments, but interest expense on cash borrowings against the
Company's line of credit for a portion of that year. There have been no cash
borrowings since 1995.
The Company recorded interest income from its cash and investments of
$306,000 in 1997. This was $172,000 higher than in 1996 as a result of the
increase in the Company's cash balances in this period. Interest income in
1996 was $127,000 higher than 1995, also the result of an increase in the
Company's level of cash.
The Company's pre-tax earnings for 1997 were $5,013,000. This
compares to pre-tax earnings of $3,683,000 and $2,967,000 in 1996 and 1995
respectively. The primary reasons for the improvement are discussed above.
The Company recorded a provision for income tax expense of $2,010,000
in 1997. This represents approximately 40% of pretax earnings. In 1996, the
Company recorded a net income tax benefit of $1,789,000. The principal
component of this benefit was a $2,000,000 reversal of part of the valuation
allowance which existed as of December 31, 1995 as related to existing tax net
operating loss (NOL) carryforwards. Since it became apparent in 1996 that
there were no longer any uncertainties surrounding the ultimate utilization of
these NOL's, the valuation allowances against this deferred asset were
removed, resulting in the negative income tax expense in the period. In 1995,
the Company had recorded a minimal provision for income tax expense of
$181,000, or 6.1% of pretax earnings.
The Company's net income after tax in 1997 was $3,003,000 ($.76 per
share, diluted). This compares to net earnings of $5,472,000 ($.1.38 per
share, diluted) and $2,786,000 ($.72 per share, diluted) in 1996 and 1995
respectively. The decrease from 1996 to 1997 is due to the effect of the 1996
tax credit described in the paragraph above. If both 1995 and 1996 earnings
were taxed at the full statutory 40% rate, proforma diluted earnings per
share for these two periods would have been $.46 and $.56, respectively.
Weighted average shares outstanding (diluted) for 1997 were 3,952,000, a
decrease of 5,000 shares from the 3,957,000 weighted average shares
outstanding reported for 1996. The decrease was the net effect of the
issuance of the 48,000 shares on exercise of stock options by certain key
employees in 1996, the dilutive effect of existing unexercised stock options,
and the purchase by the Company throughout 1997 of 98,300 shares for the
treasury. Weighted average shares outstanding in 1996 were 3,957,000, an
increase of 90,000 shares from the 3,867,000 reported in 1995. This increase
was the joint result of the issuance of 75,000 shares on exercise of stock
options by certain key employees in 1996, and the dilutive effect of existing
unexercised stock options.
Liquidity and Capital Resources
As of December 31, 1997, the Company had cash reserves on hand of
$8,232,000 as compared with $4,789,000 cash on hand as of December 31, 1996.
As detailed in the Consolidated Statements of Cash Flow presented on page F-6
of this Form 10-K, this increase in cash was the net result of cash provided
by operating activities (principally net income plus depreciation) of
$5,558,000, less cash invested in property, plant, and equipment of
$1,288,000, less cash used in financing activities (principally the repurchase
of Corcom common shares for treasury) of $827,000. This cash is invested in
money-market, Eurodollar, and other conservative and liquid vehicles. In
addition to current cash reserves, the Company's loan agreement with American
National Bank and Trust Company of Chicago was renewed on December 31, 1996
and is now in effect until April 30, 1998. This agreement is an unsecured
line of credit with maximum borrowings 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 150 basis points, or the Bank's prime
rate. There were no borrowings against this agreement as of either December
31, 1997 or 1996.
As of December 31, 1997, the Company had foreign income tax
carryforwards of $1,894,000, principally in Hong Kong, Mexico and the West
Indies. Approximately $1,485,000 of the foreign NOL carryforwards have no
expiration date. The company had no domestic income tax NOL carryforwards
remaining as of December 31, 1997.
Management feels that existing cash balances and the existing bank
line of credit will be sufficient to support its cash needs through 1998.
Except for a significant change in general economic conditions affecting the
Company, its suppliers, and/or its customers, the Company is not aware of any
trends which would be reasonably likely to result in the Company's liquidity
increasing (other than as a result of profitable operations) or decreasing in
a material manner.
In 1997, the Company began converting its computer systems to be year
2000 compliant. Most of the Company's business software consists of
externally written, generic "packages" which have already been upgraded to be
year 2000 compliant by their publishers. These upgraded versions have been
made available to the Company as part of its normal software licensing and/or
maintenance agreements. In certain cases, installation of the upgraded
systems may require additional purchased hardware or software which would be
recorded as assets and amortized. In addition to its main purchased business
software, but to a much lesser extent, the Company also has some internally
developed systems and subsystems which are in the process of being made year
2000 compliant. The Company does not believe it will encounter any material
problems with this conversion. Management does not feel that the cost of this
conversion will be material.