SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1997
A. Full title of the plan and address of the plan, if different from
that of the issuer named below:
COMARCO, Inc.
SAVINGS AND RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
COMARCO, Inc.
22800 Savi Ranch Parkway, Suite 214
Yorba Linda, CA 92887
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS
(Including Supplemental Schedules)
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
Page
----
Independent Auditors' Report 4
Statements of Net Assets Available for Plan Benefits
as of December 31, 1997 and 1996 5
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1997, 1996 and 1995 6
Notes to Financial Statements 7
SUPPLEMENTAL SCHEDULES
Schedule 1 - Item 27a - Schedule of Assets Held for Investment 14
Purposes As of December 31, 1997
Schedule 2 - Item 27b - Schedule of Loans or Fixed Income
Obligations Year Ended December 31, 1997 15
Schedule 3 - Item 27d- Schedule of Reportable Transactions
Year Ended December 31, 1997 16
The additional schedules required under the Employee Retirement Income Security
Act of 1974 and regulations issued by the Department of Labor are not presented
because they are not applicable or are not a required disclosure.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
COMARCO, Inc.:
We have audited the accompanying statements of net assets available for
plan benefits of the COMARCO, Inc. Savings and Retirement Plan (the "Plan")
as of December 31, 1997 and 1996, and the related statements of changes in
net assets available for plan benefits for each of the years in the
three-year period ended December 31, 1997. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1997 and 1996, and the changes in net assets
available for plan benefits for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
Our audits of the Plan's financial statements as of December 31, 1997 and
1996, and for each of the years in the three-year period ended December 31,
1997 were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of Assets Held for
Investment Purposes, Loans or Fixed Income Obligations and Reportable
Transactions are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are supple-
mentary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental schedules have been subjected
to the auditing procedures applied in the audits of the basic financial
statements, and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
McLean, Virginia
June 18, 1998
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1997 and 1996
<TABLE>
1997 1996
---- ----
<S> <C> <C>
ASSETS
Cash and cash equivalents (Note 4) $ 19,000 $ 27,000
Investment in 193,044 shares in 1997 and
203,836 shares in 1996 of COMARCO common
stock, at fair value (Note 4) 4,247,000 3,720,000
Investment in mutual funds, at fair value (Note 4)
CGCM Small Cap Growth Fund 2,623,000 2,195,000
CGCM Large Cap Growth Fund 2,760,000 1,963,000
CGCM Large Cap Value Fund 3,031,000 2,303,000
CGCM International Fund 1,258,000 1,238,000
CGCM Long Term Bond 1,006,000 776,000
CGCM Stable Value Fund 2,944,000 2,450,000
CGCM Emerging Market Fund 22,000 -
---------- ----------
Total Investment in Mutual Funds 13,644,000 10,925,000
Investment in investment contracts,
at contract value (Notes 4 and 5) - 629,000
Participant Loans 355,000 314,000
---------- ----------
Total Assets 18,265,000 15,615,000
LIABILITIES
Fees payable (Note 7) - -
---------- ----------
Net assets available for plan benefits $18,265,000 $15,615,000
========== ==========
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31, 1997, 1996 and 1995
<TABLE>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net assets available for plan benefits,
beginning of year $ 15,615,000 $ 12,274,000 $ 11,157,000
---------- ---------- ----------
Additions:
Contributions:
Employer 602,000 526,000 599,000
Employee 1,569,000 1,326,000 1,498,000
Rollovers (Note 3) 96,000 1,100,000 -
Interest and dividends 127,000 215,000 164,000
Realized and unrealized appreciation
of investments 2,445,000 1,732,000 2,571,000
---------- ---------- ----------
Total additions 4,839,000 4,899,000 4,832,000
---------- ---------- ----------
Deductions:
Plan distributions 2,082,000 1,441,000 2,571,000
Transfer of shares to Employee Stock
Ownership Plan (Note 3) - - 1,078,000
Realized and unrealized depreciation
of investments 12,000 38,000 -
Administrative expenses (Note 7) 95,000 79,000 66,000
---------- ---------- ----------
Total deductions 2,189,000 1,558,000 3,715,000
---------- ---------- ----------
Net assets available for plan benefits,
end of year $ 18,265,000 $ 15,615,000 $ 12,274,000
=========== ========== ==========
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
1. Description of the Plan
The following description of the COMARCO, Inc. Savings and Retirement Plan
(Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General. The Plan is a defined contribution plan covering
substantially all full-time employees of COMARCO, Inc. ("the Company"
or "the Plan Sponsor") who have three months of service and are age 18
or older. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions. Employee contributions to the Plan may range from 1% to
15% of eligible earnings. Employees at one Company location are
permitted to contribute up to 20%. The Company contributes 100% of the
first 3% of earnings that a participant contributes to the Plan. All
forfeitures of terminated participants' non-vested accounts are used
to offset Plan expenses. In addition, the Company may, at its
discretion, make an additional contribution each year to the Plan.
Participant Accounts. Each participant's account is credited with the
participant's contribution and the Company's matching contribution
plus Plan earnings less Plan expenses not paid by the Company.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account. At December 31,
1997 and 1996, 709 and 764 participants, respectively, had assets in
the Plan.
Loans. Effective January 1, 1995, the Plan permits participants to
obtain loans from their account balances, subject to certain IRS
limitations. The loans are repaid over fixed time periods.
Vesting. Participants are vested at all times in their voluntary
contributions and, in certain circumstances, the matching Company
contributions plus actual earnings thereon. Company contributions
generally vest over a 7 year graded vesting schedule. Exceptions to
this graded vesting are the Company contributions which are invested
in the Company's Stock-100 Fund, which are immediately 100% vested.
(The Stock 100 Fund is no longer an investment option for the
participants).
Payment of Benefits. On termination of service, a participant may
elect to receive either a lump-sum amount equal to the value of his or
her account, annual installments, or monthly annuity payments.
Participants with accrued benefits greater than $3,500 may elect to
delay receiving benefits until reaching age 65.
Investment Options. Participant contributions to the Plan are made to
one of the eight investment options (Stable Value, Long Term Bond,
Small Cap Growth, Large Cap Growth, Large Cap Value, International,
Emerging Markets or Company Stock) as designated by the participant.
All investment options other than COMARCO shares are provided through
the Smith Barney TRAK program, and consist of fund shares.
2. Significant Accounting Policies
Basis of Accounting - The Plan prepares its financial statements
on the accrual basis of accounting.
Payment of Benefits - Benefits are recorded when paid.
Investment Valuation and Income Recognition - The Plan's
investments are stated at fair value in the accompanying
statements of net assets available for plan benefits except for
its investment in investment contracts, which are valued at
their respective contract values. Fair value is determined based
on quoted market prices. The difference between cost and fair
value of investments is recognized as a realized gain or loss at
the date of disposition using the first-in, first-out method.
Purchases and dispositions are recorded on a trade-date basis.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of additions
and deductions during the reporting period. Actual results could
differ from those estimates.
3. Employee Stock Option Plan
The assets of the Plan prior to January 1, 1995 included shares of Company
stock formerly held in the Company's Employee Stock Ownership Plan
("ESOP"), which were combined into the Savings and Retirement Plan. In
1995, the Company received approval from the Internal Revenue Service to
terminate the ESOP, and consequently the former ESOP shares were
transferred from the Savings and Retirement Plan back to the ESOP. In 1996,
the ESOP was terminated and a majority of the participants elected to roll
their ESOP shares into the Savings and Retirement Plan.
4. Investments
All amounts contributed to the Plan have been deposited with the Funding
Agent, SBS Trust. The following table presents the fair values of
investments. Investments that represent 5% or more of the Plan's net assets
are separately identified.
<TABLE>
December 31, 1997 December 31, 1996
----------------- -----------------
Identity of Party and Shares or Carrying Shares or Carrying
Description of Asset Principal Amount Amount Principal Amount Amount
--------------------- ---------------- --------- ---------------- --------
<S> <C> <C> <C> <C>
Cash and Cash Equivalents:
SBS Short Term Investment Fund $ 19,000 $ 27,000
Investments:
Guaranteed Investment Contracts: Various -
629,000
Total Investment Contracts - 629,000
-------
Mutual Funds:
CGCM Small Cap Growth Fund 155,000 2,623,000 134,000 2,195,000
CGCM Large Cap Growth Fund 162,000 2,760,000 138,000 1,963,000
CGCM Large Cap Value Fund 228,000 3,031,000 188,000 2,303,000
CGCM International Fund 126,000 1,258,000 123,000 1,238,000
CGCM Long Term Bond 115,000 1,006,000 94,000 776,000
CGCM Stable Value Fund 295,000 2,944,000 261,000 2,450,000
CGCM Emerging Market Fund 3,000 22,000
--------- ----------
Total Mutual Funds 13,644,000 10,925,000
---------- ----------
Participant Loans 355,000 314,000
COMARCO common stock 193,000 4,247,000 204,000 3,720,000
--------- ---------
Total Investments $ 18,265,000 $ 15,615,000
========== ==========
</TABLE>
5. Investment Contracts
The Stable Value option is a blend of individual investment contracts
(purchased by COMARCO and which all matured in 1997) and the Consulting
Group Capital Markets (CGCM) Stable Value Fund. The contracts are included
in the financial statements at contract value, which approximates fair
value. Contract value represents contributions made under the contract,
plus earnings, less administrative expenses. Investment contracts in the
Stable Value Fund are considered fully benefit responsive, as they provide
reasonable access to the funds by the Plan's participants, with a liquidity
guarantee. The average yields earned on guaranteed investment contracts for
the years ended December 31, 1997 and 1996 were 5.1% for both years.
<PAGE>
6. Changes in Net Assets by Investment Program
The changes in net assets by investment program for the years ended December 31,
1995, 1996, and 1997 are as follows:
<TABLE>
Stable Value Equity Growth Balanced Stock Long Term
Fund Fund Fund Fund International Bond
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
January 1, 1995 $4,574,000 $1,265,000 $1,452,000 $3,880,000 $0 $0
Additions:
Contributions:
Employer $101,000 $0 $0 $47,000 $69,000 $45,000
Employee $298,000 $0 $0 $108,000 $207,000 $141,000
Interest and dividends $44,000 $0 $0 $1,000 $15,000 $41,000
Realized and unrealized appreciation $138,000 $0 $0 $1,256,000 $80,000 $96,000
of investments
--------------------------------------------------------------------------------------
Subtotal $581,000 $0 $0 $1,412,000 $371,000 $323,000
--------------------------------------------------------------------------------------
Transfer between funds ($1,373,000) ($1,230,000) ($1,378,000) ($944,000) $671,000 $751,000
Deductions:
Plan distributions $940,000 $35,000 $74,000 $553,000 $88,000 $178,000
Transfer of shares to Employee Stock
Ownership Plan (Note 3) $0 $0 $0 $1,078,000 $0 $0
Realized and unrealized depreciation
of investments $0 $0 $0 $0 $0 $0
Administrative expenses $0 $0 $0 $0 $2,000 $3,000
--------------------------------------------------------------------------------------
Subtotal $940,000 $35,000 $74,000 $1,631,000 $90,000 $181,000
--------------------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1995 $2,842,000 $0 $0 $2,717,000 $952,000 $893,000
======================================================================================
</TABLE>
<PAGE>
6. Changes in Net Assets by Investment Program (table continued)
<TABLE>
Large Cap Large Cap Small Cap Participant Holding/
Growth Value Growth Notes Other Total
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
January 1, 1995 $0 $0 $0 $0 ($14,000) $11,157,000
Additions:
Contributions:
Employer $69,000 $71,000 $99,000 $0 $98,000 $599,000
Employee $213,000 $232,000 $299,000 $0 $0 $1,498,000
Interest and dividends $6,000 $36,000 - $8,000 $13,000 $164,000
Realized and unrealized appreciation $266,000 $343,000 $392,000 $0 $0 $2,571,000
of investments
------------------------------------------------------------------------------------
Subtotal $554,000 $682,000 $790,000 $8,000 $111,000 $4,832,000
------------------------------------------------------------------------------------
Transfer between funds $936,000 $1,225,000 $927,000 $210,000 $205,000 $0
Deductions:
Plan distributions $212,000 $251,000 $223,000 $0 $17,000 $2,571,000
Transfer of shares to Employee Stock
Ownership Plan (Note 3) $0 $0 $0 $0 $0 $1,078,000
Realized and unrealized depreciation
of investments $0 $0 $0 $0 $0 $0
Administrative expenses $3,000 $4,000 $4,000 $0 $50,000 $66,000
------------------------------------------------------------------------------------
Subtotal $215,000 $255,000 $227,000 $0 $67,000 $3,715,000
------------------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1995 $1,275,000 $1,652,000 $1,490,000 $218,000 $235,000 $12,274,000
====================================================================================
</TABLE>
<PAGE>
6. Changes in Net Assets by Investment Program (continued)
<TABLE>
Stable Value Stock Long Term Large Cap
Fund Fund International Bond Growth
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for plan benefits
January 1, 1996 $2,842,000 $2,717,000 $952,000 $893,000 $1,275,000
Additions:
Contributions:
Employer $84,000 $63,000 $82,000 $39,000 $112,000
Employee $174,000 $99,000 $183,000 $83,000 $256,000
Rollovers $11,000 $1,066,000 $16,000 $1,000 $2,000
Interest and dividends $53,000 $0 $15,000 $53,000 $11,000
Realized and unrealized appreciation $125,000 $622,000 $39,000 $0 $300,000
of investments
------------------------------------------------------------------------
Subtotal $447,000 $1,850,000 $335,000 $176,000 $681,000
------------------------------------------------------------------------
Transfer between funds $207,000 ($606,000) $59,000 ($205,000) $131,000
Deductions:
Plan distributions $407,000 $241,000 $103,000 $46,000 $117,000
Realized and unrealized depreciation
of investments $0 $0 $0 $38,000 $0
Administrative expenses $10,000 $0 $5,000 $4,000 $7,000
------------------------------------------------------------------------
Subtotal $417,000 $241,000 $108,000 $88,000 $124,000
------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1996 $3,079,000 $3,720,000 $1,238,000 $776,000 $1,963,000
========================================================================
</TABLE>
<PAGE>
6. Changes in Net Assets by Investment Program (table continued)
<TABLE>
Large Cap Small Cap Participant Holding/
Value Growth Notes Other Total
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for plan benefits
January 1, 1996 $1,652,000 $1,490,000 $218,000 $235,000 $12,274,000
Additions:
Contributions:
Employer $88,000 $156,000 $0 ($98,000) $526,000
Employee $210,000 $354,000 $0 ($33,000) $1,326,000
Rollovers $1,000 $3,000 $0 $0 $1,100,000
Interest and dividends $61,000 $0 $22,000 $0 $215,000
Realized and unrealized appreciation $319,000 $325,000 $0 $2,000 $1,732,000
of investments
-----------------------------------------------------------------------
Subtotal $679,000 $838,000 $22,000 ($129,000) $4,899,000
-----------------------------------------------------------------------
Transfer between funds $112,000 $158,000 $88,000 $56,000 $0
Deductions:
Plan distributions $131,000 $282,000 $14,000 $100,000 $1,441,000
Realized and unrealized depreciation
of investments $0 $0 $0 $0 $38,000
Administrative expenses $9,000 $9,000 $0 $35,000 $79,000
-----------------------------------------------------------------------
Subtotal $140,000 $291,000 $14,000 $135,000 $1,558,000
-----------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1996 $2,303,000 $2,195,000 $314,000 $27,000 $15,615,000
=======================================================================
</TABLE>
<PAGE>
6. Changes in Net Assets by Investment Program (continued)
<TABLE>
Stable Value Stock Emerging Long Term Large Cap
Fund Fund International Markets Bond Growth
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
January 1, 1997 $3,079,000 $3,720,000 $1,238,000 $0 $776,000 $1,963,000
Additions:
Contributions:
Employer $72,000 $83,000 $65,000 $1,000 $32,000 $120,000
Employee $180,000 $151,000 $160,000 $3,000 $82,000 $324,000
Rollovers $6,000 $14,000 $2,000 $0 $3,000 $31,000
Interest and dividends $42,000 $0 $0 $0 $54,000 $0
Realized and unrealized appreciation $162,000 $720,000 $0 $0 $57,000 $578,000
of investments
-----------------------------------------------------------------------------------
Subtotal $462,000 $968,000 $227,000 $4,000 $228,000 $1,053,000
-----------------------------------------------------------------------------------
Transfer between funds $208,000 ($66,000) ($72,000) $24,000 $33,000 ($61,000)
Deductions:
Plan distributions $780,000 $370,000 $121,000 $0 $26,000 $180,000
Realized and unrealized depreciation
of investments $0 $0 $5,000 $6,000 $0 $0
Administrative expenses $25,000 $5,000 $9,000 $0 $5,000 $16,000
-----------------------------------------------------------------------------------
Subtotal $805,000 $375,000 $135,000 $6,000 $31,000 $196,000
-----------------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1997 $2,944,000 $4,247,000 $1,258,000 $22,000 $1,006,000 $2,759,000
===================================================================================
</TABLE>
<PAGE>
6. Changes in Net Assets by Investment Program (table continued)
<TABLE>
Large Cap Small Cap Participant Holding/
Value Growth Notes Other Total
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for plan benefits
January 1, 1997 $2,303,000 $2,195,000 $314,000 $27,000 $15,615,000
Additions:
Contributions:
Employer $90,000 $151,000 $0 ($12,000) $602,000
Employee $266,000 $402,000 $0 $1,000 $1,569,000
Rollovers $24,000 $16,000 $0 $0 $96,000
Interest and dividends $0 $0 $28,000 $3,000 $127,000
Realized and unrealized appreciation $704,000 $224,000 $0 $0 $2,445,000
of investments
--------------------------------------------------------------------------
Subtotal $1,084,000 $793,000 $28,000 ($8,000) $4,839,000
--------------------------------------------------------------------------
Transfer between funds ($12,000) ($129,000) $80,000 ($5,000) $0
Deductions:
Plan distributions $329,000 $216,000 $67,000 ($7,000) $2,082,000
Realized and unrealized depreciation
of investments $0 $0 $0 $1,000 $12,000
Administrative expenses $15,000 $20,000 $0 $0 $95,000
--------------------------------------------------------------------------
Subtotal $344,000 $236,000 $67,000 ($6,000) $2,189,000
--------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1997 $3,031,000 $2,623,000 $355,000 $20,000 $18,265,000
==========================================================================
</TABLE>
<PAGE>
7. Expenses of the Plan
The Plan provides that all reasonable expenses for custodial costs and fees
incurred for the benefit of the Plan are to be paid by the Plan to the
extent they are not paid by the Company. Total Plan expenses of
approximately $95,000, $79,000 and $66,000 in 1997, 1996 and 1995
respectively, were paid by the Plan. Plan expenses accrued as of December
31, 1997 and 1996 were $0.
8. Income Tax Status
The Internal Revenue Service has determined and informed the Company by
letter dated February 9, 1995, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the IRS.
9. Plan Termination
The Company intends to continue the plan indefinitely, but reserves the
right at any time to terminate the Plan subject to the provisions of ERISA.
Upon termination of the Plan, a participant's fund share shall become 100%
vested and shall become payable in accordance with the "payment of
benefits" article of the Plan.
10. Form 5500
The Form 5500 annual reports show benefits payable to terminated and
in-service participants as a liability. This liability amounts to
approximately $13,000 and $36,000 at December 31, 1997 and 1996,
respectively. At December 31, 1997 and 1996, no amounts were payable to
in-service employees. These benefits payable to plan participants are
disclosed as components of net assets available for benefits for terminated
and continuing participants rather than as a liability of the Plan in these
financial statements.
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1997
<TABLE>
(a) (b) (c) (d) (e)
Identity of issue, Description of investment including
borrower, lessor maturity date, rate of interest, Current
or similar party collateral, par or maturity value Cost Value
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* SBS TRUST Short Term Investment Fund 19,499 19,499
* CGCM Consulting Group Cap Mkts Fund 115,443 shares 927,116 1,005,511
of Long Term Bond Investments Fund
* CGCM Consulting Group Cap Mkts Fund 228,242 shares 2,575,332 3,031,055
of Large Cap Value Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 126,083 shares 1,284,544 1,258,309
of International Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 2,916 shares 27,226 21,723
of Emerging Market Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 162,339 shares 2,130,728 2,759,758
of Large Cap Growth Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 155,003 shares 2,488,477 2,622,649
of Small Cap Growth Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 295,056 shares 2,716,259 2,944,657
of Stable Value Investments Fund
* COMARCO, Inc. COMARCO, Inc. common stock 1,445,426 4,246,968
193,044 shares, quote $22.00
* Plan Participants Participant Loans 355,063 355,063
COMARCO, Inc.
Various dates and rates of 9% to 10% ---------- ----------
13,969,720 18,265,192
========== ==========
* Party in interest
</TABLE>
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
Item 27b - Schedule of Loans or Fixed Income Obligations
Year Ended December 31, 1997
<TABLE>
Original Amount Received Unpaid Detailed
Identity of Amount During Reporting Balance Description Amount
Obligor of Loan Year at Year End of Loan Overdue
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Hoang, Sonny 29,637 137 29,500 Personal Loan 29,500
Davis, Deborah 7,600 333 7,267 Personal Loan 7,267
Reeves, Harry 13,000 397 12,603 Personal Loan 12,603
</TABLE>
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
<TABLE>
Cost of Asset
Purchase Selling Cost of on Transaction Net Gain
Identity of Party Involved Description of Asset Price Price Asset Date or (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Purchases:
Smith Barney Trust RDA Cash Reserve Account 4,410,152 --- 4,410,152 4,410,152 ---
Smith Barney Trust CGCM Small Cap Growth Fund 901,261 --- 901,261 901,261 ---
Smith Barney Trust CGCM Large Cap Growth Fund 891,614 --- 891,614 891,614 ---
Smith Barney Trust CGCM Large Cap Value Fund 1,202,368 --- 1,202,368 1,202,368 ---
Smith Barney Trust CGCM Stable Value Fund 1,524,643 --- 1,524,643 1,524,643 ---
Sales:
Smith Barney Trust RDA Cash Reserve Account --- 4,431,095 4,431,095 4,431,095 ---
Smith Barney Trust CGCM Small Cap Growth Fund --- 536,638 517,204 517,204 19,434
Smith Barney Trust CGCM Large Cap Growth Fund --- 485,374 367,535 367,535 117,839
Smith Barney Trust CGCM Large Cap Value Fund --- 656,423 496,668 496,668 159,755
Smith Barney Trust CGCM Stable Value Fund --- 1,184,985 1,087,115 1,087,115 97,870
This schedule of reportable transaction represents a series of transactions
involving the same issue during the year ended December 31, 1997,
which amounts in the aggregate to more than 5 percent ($781,000) of the fair
value of total plan assets as of January 1, 1997.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
COMARCO, Inc. SAVINGS AND RETIREMENT PLAN
BY:
Don M. Bailey
President & Chief Executive Officer
COMARCO, Inc.
DATE: June 18, 1998
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
COMARCO, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-44943) on Form S-8 of COMARCO, Inc. of our report dated June 18, 1998,
relating to the statements of net assets available for plan benefits of COMARCO,
Inc. Savings and Retirement Plan as of December 31, 1997 and 1996 and the
related statements of changes in net assets available for plan benefits for each
of the years in the three-year period ended December 31, 1997 which report
appears in the December 31, 1997 annual report on Form 11-K of COMARCO, Inc.
Savings and Retirement Plan.
KPMG Peat Marwick LLP
McLean, Virginia
June 26, 1998
