1
Securities and Exchange Commission
Washington D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1998
----------------------------
Olicom A/S
(Translation of registrant's name into English)
Nybrovej 114
DK-2800 Lyngby
Denmark
(Address of principal executive offices)
-----------------------------
[Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the
registrant by finishing the information
contained in this Form is also thereby
furnishing the information to the
Commission pursuant to Rule 13g3-2(b) under
the Securities Exchange Act of 1934.
Yes [ ] No [X]
[If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 13g3-2(b): Not Applicable
This Form 6-K shall be
incorporated by reference to the
registrant's registration statement
on Form F-4 under the
Securities Act of 1933, as amended, registration
no. 333-24655.
2
OLICOM A/S
FORM 6-K
Table of Contents
Page
----
ITEM 1. FINANCIAL INFORMATION
Consolidated Balance Sheets as of
December 31, 1997 and June 30, 1998 3
Consolidated Statements of Income
for the three months ended June 30, 1997
and June 30, 1998 4
Consolidated Statements of Cash Flows for the six months
ended June 30, 1997 and June 30, 1998 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 8
ITEM 4. EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated July 15, 1998, relating 12
to Financial Results for Second Quarter 1998
Page 2 of 13
3
OLICOM A/S
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 JUNE 30, 1998
----------------- -------------
(UNAUDITED)
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents $ 45,591 $ 39,365
Short term investments 915 0
Accounts receivable, less allowance of
$3,326 in 1997 and $2,345 in 1998 57,967 67,962
Inventories 25,663 33,156
Deferred tax 1,925 2,598
Prepaid expenses and other 4,337 6,488
--------- ---------
Total current assets 136,398 149,569
Property and equipment 16,028 18,131
Purchased intangibles 9,172 8,171
Investment in affiliated companies 733 912
--------- ---------
Total assets $ 162,331 $ 176,783
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,815 $ 17,569
Accrued payroll and related expenses 4,092 4,418
Accrued product warranty expense 1,118 1,118
Other accrued expenses 8,834 12,529
Deferred revenue 2,942 2,262
Income taxes payable 45 2,040
--------- ---------
Total current liabilities 35,846 39,936
Minority interests 926 779
Shareholders' equity:
Common shares, DKK 0.25 nominal value
authorized and issued -
18,495 in 1997, 18,594 in 1998 712 716
Additional paid - in capital 102,633 98,774
Retained earnings 38,728 45,086
Treasury stock - 940 in 1997 and 697 in 1998 (14,988) (7,179)
Unearned compensation (1,594) (1,329)
Unrealized gains/losses on securities 68 0
--------- ---------
Total shareholders' equity 125,559 136,068
--------- ---------
Total liabilities and shareholders' equity $ 162,331 $ 176,783
========= =========
See accompanying notes
Page 3 of 13
4
OLICOM A/S
CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
1997 1998 1997 1998
--------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Net Sales $ 101,707 $ 136,278 $ 53,303 $ 70,381
Cost of sales 53,840 71,622 27,691 37,025
--------- --------- --------- ---------
Gross profit 47,867 64,656 25,612 33,356
--------- --------- --------- ---------
Operating expenses:
Sales and marketing 22,469 34,441 11,983 17,917
Research and development 6,419 11,784 3,523 6,128
General and administrative 4,823 5,971 2,730 2,761
Acquisition related expenses 40,917 0 40,917 0
--------- --------- --------- ---------
Total operating expenses 74,628 52,196 59,153 26,806
--------- --------- --------- ---------
Income from operations (26,761) 12,460 (33,541) 6,550
Interest income (expense) and other, net 851 1,150 431 586
--------- --------- --------- ---------
Income before income taxes (25,910) 13,610 (33,110) 7,136
Income taxes 4,864 4,066 2,344 2,153
--------- --------- --------- ---------
Income before minority interests (30,774) 9,544 (35,454) 4,983
Minority interests 159 (47) 77 (9)
--------- --------- --------- ---------
Net income $ (30,933) $ 9,591 $ (35,531) $ 4,992
========= ========= ========= =========
Net income per share (diluted EPS) $ (2.07) $ 0.51 $ (2.34) $ 0.27
========= ========= ========= =========
Weighted average shares outstanding
Including common stock equivalents 14,944 18,649 15,192 18,758
========= ========= ========= =========
Net income per share (basic EPS) $ (2.07) $ 0.54 $ (2.34) $ 0.28
========= ========= ========= =========
Weighted average shares outstanding 14,944 17,739 15,192 17,821
========= ========= ========= =========
See accompanying notes
Page 4 of 13
5
OLICOM A/S
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED
JUNE 30,
------------------------------------
1997 1998
---------- ----------
(UNAUDITED)
(IN THOUSANDS)
Operating activities:
Net income $ (30,934) $ 9,590
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,122 4,542
Equity in net income of affiliate 0 (179)
Minority interest in earnings 193 (47)
Exchange rate adjustment re. minority interest (34) (100)
Deferred income taxes (1,194) (673)
Purchased research and development 40,917 0
Change in operating assets and liabilities:
Accounts receivable (4,914) (9,995)
Other receivables 1,642 0
Inventories 736 (7,493)
Prepaid expenses (4,006) (2,152)
Accounts payable (10,866) 3,693
Accrued payroll and related expenses (144) 326
Accrued product warranty expense 173 0
Other accrued liabilities 14,428 (1,923)
Income taxes payable (1,067) 1,996
---------- ----------
Net cash provided by (used in)
operating activities 7,052 (2,415)
Investing activities:
Capital expenditures (2,487) (5,644)
Proceeds from sale of property and affiliated company 0 0
Investment in affiliated company Digianswer 0 0
Proceeds from sale of short-term investments 0 0
Acquisition of CrossComm net of cash acquired (39,634) 0
Short-term investments (net) 6,553 1,112
---------- ----------
Net cash provided by (used in)
investing activities (35,568) (4,532)
Financing activities:
Borrowings (repayments) 0 0
Proceeds from warrants/options exercised 441 5,407
Sale (purchase) of treasury stock 160 (4,690)
---------- ----------
Net cash used in financing activities 601 717
Effect of exchange rate changes on cash (915) 0
---------- ----------
Net increase (decrease) in cash and cash equivalents (28,830) (6,230)
Cash and cash equivalents at beginning of period 41,664 45,591
---------- ----------
Cash and cash equivalents at end of period $ 12,834 $ 39,361
========== ==========
Interest paid during the period $ 8 $ 27
========== ==========
Tax paid during the period $ 6,142 $ 2,846
========== ==========
See accompanying notes
Page 5 of 13
6
OLICOM A/S
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements as of June 30, 1997 and 1998, are
unaudited. In the opinion of the management of Olicom A/S (the "Company"), such
unaudited financial statements include only such normally recurring adjustments
necessary for a fair presentation of the results of operations for the interim
periods presented and of the financial position of the Company at the date of
the interim balance sheet. The results for such interim periods are not
necessarily indicative of the results for the entire year.
It is recommended that this financial data be read in conjunction with the
audited consolidated financial statements and notes thereto included in the 1997
Annual Report.
1. EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share".
The Standard is effective for both interim and annual periods ending after
December 15, 1997. The Company has adopted SFAS 128 retroactively.
Accordingly, the Company has disclosed both Basic earnings per share and
Diluted earnings per share for all periods presented.
Diluted earnings per share are computed based on the weighted average
number of common stock and common stock equivalents outstanding during each
year. Common stock equivalents are determined under the assumption that
outstanding warrants and options are exercised. Outstanding warrants and
options have been included in earnings per share computations based on the
treasury stock method. Basic earnings per share are computed based on the
weighted average shares outstanding during each year.
2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Olicom A/S
and its majority-owned subsidiaries. The Company's investments in 20-50%
owned companies are accounted for by the equity method of accounting.
3. INVENTORIES
Inventories are stated as the lower of cost or market with cost determined
on the basis of the first in, first out method. Raw materials inventories
are sold at the Company's cost to subcontractors who assemble products to
the Company's specifications. Finished goods inventories include completed
products purchased from subcontractors. Inventories consist of:
DECEMBER 31, 1997 JUNE 30, 1998
----------------- -------------
(UNAUDITED)
(IN THOUSANDS)
Finished goods $ 17,704 $ 26,040
Raw materials 7,959 7,116
---------- ----------
Total inventories $ 25,663 $ 33,156
========== ==========
4. LEASEHOLD IMPROVEMENTS AND EQUIPMENT
Leasehold improvements and equipment are carried at cost. Depreciation is
charged on a straight-line basis to costs and expenses over the expected
useful lives of the assets. Equipment is depreciated over four years, and
leasehold improvements are amortized over the shorter of their estimated
lives or non-cancelable term of the lease. Leasehold improvements and
equipment consist of:
Page 6 of 13
7
OLICOM A/S
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 JUNE 30, 1998
----------------- -------------
(UNAUDITED)
(IN THOUSANDS)
Leasehold improvements $ 2,970 $ 3,240
Equipment 31,809 36,832
-------- --------
34,779 40,072
Accumulated depreciation (18,751) (21,941)
-------- --------
Total property and equipment $ 16,028 $ 18,131
======== ========
5. REPORTING CURRENCY
Although the Company and its subsidiaries maintain their books and records
in local currencies, as required by law, the Consolidated Financial
Statements have been prepared in U.S. dollars because the U.S. dollar is
the currency of the primary economic environment in which the Company and
its subsidiaries conduct their operations.
The majority of the Company's sales are billed and collected in U.S.
dollars, and the majority of the Company's purchases of raw materials and
finished goods inventories are invoiced and paid in U.S. dollars.
6. RESEARCH AND DEVELOPMENT COSTS
Research and development costs, including costs of developing software
products, are expensed as incurred. Application of Statement of Financial
Accounting Standards No. 86, "Accounting for the Costs of Computer Software
to Be Sold, Leased, or Otherwise Marketed", has not had any material effect
on the Company's consolidated financial position or results of operations.
Page 7 of 13
8
OLICOM A/S
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1998.
Certain statements included in this Report include trend analysis and are
forward-looking statements (within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended), including, without limitation, statements containing the words
"believes", "anticipates", "expects" and words of similar import. Such
forward-looking statements relate to future events, the future financial
performance of the Company, and involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of the Company or industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Prospective investors should specifically consider
the various factors identified in this Report that could cause actual results to
differ, including, without limitation, those discussed in the following section,
as well as in the Company's Annual Report on Form 20-F. The Company disclaims
any obligation to update any such factors or to publicly announce the results of
any revisions to any of the forward-looking statements contained herein to
reflect future events or developments.
The following discussion should be read in conjunction with the information
contained in the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 1997, and the consolidated financial statements and related notes
included elsewhere herein.
RESULTS OF OPERATIONS
Net sales increased $17.1 million, or 32.0%, from the three months ended June
30, 1997, to the comparable period of 1998. The Company believes that the
increase in net sales during such period was due to several factors, including
the revenues attributable to the former CrossComm Corporation (CrossComm), which
was acquired on June 12, 1997, increased sales in the U.S. in general, and
continued strength in the Company's traditional lines of business (especially,
growth in sales of Token-Ring PCI adapters). Net sales also benefited from the
introduction in mid-September, 1997 of the Company's Token-Ring and ATM switch
products. Net sales during the second quarter of 1998 were negatively impacted
by weaker than expected international sales compared with the first quarter of
1998 and a slight slowdown in sales of network system products. The Company's
disappointing sales in Europe were attributed to intensified competition in
certain European markets.
Gross profit increased $7.7 million, or 30.2%, from the three months ended June
30, 1997, to the comparable period of 1998, and decreased as a percentage of net
sales from 48.0% to 47.4%. The decrease in gross margins was primarily due to
increased pricing pressure, particularly in the adapter market.
Sales and marketing expenses increased $5.9 million, or 49.5%, from the three
months ended June 30, 1997, to the comparable period of 1998, and increased as a
percentage of net sales from 22.5% to 25.5%. The increase in the amount of such
expenses during such period was primarily due to increased marketing activities
both in the United States and Europe, including higher costs associated with
personnel expenses and promotional expenditures, and the inclusion of expenses
associated with CrossComm's operations. The Company has initiated a program to
increase the cost effectiveness of its marketing activities. Accordingly,
marketing expenses are expected to decline as a percentage of net sales.
Research and development expenses increased $2.6 million, or 73.9%, from the
three months ended June 30, 1997, to the comparable period of 1998, and
increased as a percentage of net sales from 6.6% to 8.7%. The increase primarily
reflected the research and development activities that were acquired as part of
the CrossComm transaction and the hiring of additional personnel required to
support enhancements of current products and expenditures for new product
development. All of the Company's research and development costs have been
expensed as incurred.
General and administrative expenses increased $31,000, or 1.1%, from the three
months ended June 30, 1997, to the comparable period of 1998, and decreased as a
percentage of net sales from 5.1% to 3.9%.
Page 8 of 13
9
During the second quarter of 1997, a non-recurring expense of $40.9 million was
reported as a result of the write-off of in process research and development
projects of the former CrossComm and other transaction-related expenses.
The Company's operating income for the second quarter of 1998 was $6.6 million,
compared to an operating loss of $33.5 million for the second quarter of 1997.
During the second quarter of 1998, Olicom initiated a comprehensive program to
further strengthen the Company's competitiveness. The Company established an
aggressive schedule to simplify internal processes and improve operational
efficiencies, while maintaining focus on customer satisfaction. In this
connection, on September 9, 1998, the Company announced plans to discontinue its
U.S.-based research and development activities and consolidate all such
activities in Denmark and Poland. Also, certain other functions presently
undertaken as the Company's facility in Marlboro, Massachusetts, will be
transferred to other locations. These actions are part of a global
consolidation, which will result in the release of approximately 50 employees in
administrative functions, marketing, research and development, and operations.
The Company also announced that it was informing employees in its service
business unit in Marlboro that the Company is having discussions with a third
party service provider to outsource portions of the Company's service
activities. As a consequence of such actions, the Company expects to accrue
non-recurrent pre-tax cash charges of approximately $2 million and expects to
make certain fixed and intangible asset write-offs. These non-recurrent charges
and write-offs will be reflected in the Company's financial statements for the
third quarter of 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company has two unsecured line of credit facilities for an aggregate amount
of DKK 15.0 million ($2.2 million) and, in addition, a USD-denominated line of
credit facility for $8.5 million, of which $10.7 million was unused at June 30,
1998. Under prevailing banking practice in Denmark, these lines of credit are
terminable by the lender on 14 days prior notice (even if the Company is not in
breach of the general conditions for such facilities) and are terminable without
notice in the event of a breach thereof by the Company (subject to any
applicable cure period).
On June 30, 1998, the Company's inventory levels had increased 29.2% from that
recorded at December 31. 1997. This increase was primarily due to lower sales
than expected in the first half of 1998.
Trade accounts receivable at June 30, 1998, increased 17.7% to $68.0 million,
from that recorded at December 31, 1997. This increase was primarily due to
sales revenue in the first half of 1998 being recognized later than normal.
BUSINESS ENVIRONMENT AND RISK FACTORS
The Company's future operating results may be affected by various trends and
factors, which the Company must successfully manage in order to achieve
favorable operating results. In addition, there are trends and factors that are
beyond the Company's control that may affect its operations.
Such trends and factors include, without limitation, the following: conditions
within the networking industry, and economic conditions generally; rapid
technological change, frequent product introductions, changes in customer needs
and evolving industry standards, which require that the Company continue to add
engineering refinements to its existing products and develop and introduce new
products which achieve market acceptance; difficulties or delays in the
development, production and marketing of products, including, without
limitation, any failure to ship new products and technologies when anticipated
and a failure of manufacturing economies to develop when planned; fluctuations
in the Company's revenues and operating results from quarter to quarter, due to
a variety of factors, including, among others, the timing of significant orders,
the timing of product introductions by the Company or its competitors,
variations in net revenues by product and distribution channel, increased price
and other competition, and decisions by distributors and OEMs as to the quantity
of the Company's products to be maintained in inventories; pricing, purchasing,
operational and promotional decisions by distributors, value added resellers and
OEMs, which could affect their supply of, or end-user demand for, the Company's
products; the absence of long-term obligations on the part of distributors and
OEMs to purchase products from the Company (and the implicit
Page 9 of 13
10
risk of any unanticipated declines in sales to any of the Company's material
customers for competitive reasons or because of the internalization of
production of products purchased from the Company on an OEM basis); the
Company's shipment of products shortly after receipt of a purchase order, with
the result that a substantial portion of the Company's revenues for any quarter
results from orders received during such quarter, and minor shifts in the timing
of purchase orders can have a significant effect on net sales for any quarter;
the Company's failure to accurately anticipate the demand for its products, due
to, among other things, the fact that the Company's expectations of future net
sales as well as its expenditures are based largely on its own estimate of
future demand and not on firm customer orders; declines in the demand for
Desktop Network Interface cards, which accounted for approximately 53.9% of the
Company's net sales during 1997; the effect that consolidation in the LAN
industry may have on the competitive position of the Company and its revenues
and operating results; the acquisition of assets and businesses and the making
or incurring of any expenditures and expenses in connection therewith,
including, without limitation, any research and development expenses relating
thereto; the ability of the Company to reduce product and other costs; the
activities of any parties with whom the Company has an agreement or
understanding, including, without limitation, issues affecting joint development
projects in which the Company is a participant; unexpected changes in regulatory
requirements, tariffs and other trade barriers, longer accounts receivable
payment cycles and other risks associated with international operations; the
ability or inability of the Company to hedge against foreign currency, exchange
rates and fluctuations in such rates; and a change in the value of the U.S.
dollar (the Company's functional currency) relative to other currencies.
In light of the foregoing factors, as well as other factors affecting the
Company's operating results, past trends should not be used by investors or
others to anticipate future trends, and prior operating performance may not be
an accurate indicator of future performance.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical information, certain of the matters discussed
in this report and the press release included herewith are forward-looking
statements that involve risks and uncertainties, including, without limitation,
the risks and uncertainties described above under the caption "Business
Environment and Risk Factors", together with such risks and uncertainties as are
described in registration statements, reports and other documents filed by the
Company from time to time with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended. Such risks and uncertainties could cause the Company's actual
consolidated results for 1998 and beyond to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Company.
Page 10 of 13
11
SIGNATURES
The registrant certifies that it meets all of the requirements for filing and
has duly caused this form to be signed on its behalf by the undersigned,
thereunto duly authorized.
Olicom A/S
Date: September 10, 1998 By: /s/ Boje Rinhart
----------------------------
Boje Rinhart
Chief Financial Officer
Page 11 of 13
12
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------
99.1 Press Release dated July 15, 1998, relating
to Financial Results for Second Quarter 1998