SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1996
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
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 5(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [x] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K or an
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant. The aggregate market value has been computed
by reference to the closing price of such stock as of February 21, 1997:
Approximately $14,222,000.
Indicate the number of shares outstanding of the registrant's common
stock as of February 21, 1997: 3,821,543.
Documents incorporated by reference: Definitive proxy statement to be
filed for 1997 annual meeting (Part II).
<PAGE>
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, military, and facility 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 75% of net sales in
1996, 70% in 1995, and 74% in 1994.
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 represent 4% of 1996 sales, 5% of
1995 sales, and 8% of 1994 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 21% of sales in 1996, 25% in 1995,
and 18% in 1994.
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 1996. No single customer accounted for more than 10% of
sales in 1996, 1995, or 1994.
Distribution
Sales of CORCOM products in the United States are obtained by 20
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 31 international representative/distributors plus
wholly-owned subsidiaries in Germany, Mexico, and Hong Kong. This network
sold into 24 countries in 1996. Primary export markets include Canada,
Germany, the United Kingdom, France, Italy, Spain, Scandinavia, Japan, South
Korea, Taiwan, and Hong Kong. International catalogs are published in German
and English. Total international sales, which include the sales from Corcom's
German and Hong Kong subsidiaries, totaled $9,490,000 in 1996 (28.6% of sales),
$7,688,000 in 1995 (25.1% of sales) and $5,928,000 in 1994 (22.2% of sales).
Export sales from the United States and sales of the Company's Hong
Kong subsidiary are invoiced in United States dollars; 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 and by advertising in technical magazines. Advertising and
catalog costs for the Company were approximately $284,000, $209,000, and
$173,000 in 1996, 1995, and 1994, respectively.
Backlog
The Company's backlog of orders with firm delivery schedules was
approximately $9,296,000 on January 31, 1997, compared to $10,346,000 on
January 31, 1996. 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 Tesch. 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 $1,220,000 in 1996. This compares to $1,247,000
in 1995 and $1,152,000 in 1994.
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 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 11 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, 1997, CORCOM had 710 full-time employees, of whom 601
were engaged in production activities, 23 in product development and related
activities, 20 in sales and marketing, and 66 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 30 years.
Item 2. Properties
The following table contains information about the Company's principal
facilities at February 21, 1997:
Location Square Footage Owned or Leased (1) Type of Facility
Libertyville, IL 35,000 Lease expiring 1999 Office, research,
manufacturing
and warehouse
El Paso, Texas 16,000 Lease expiring 1998 Office and
warehouse
Ciudad Juarez, Mexico 47,000 Beneficially owned Office and
manufacturing
Ciudad Juarez, Mexico 13,000 Lease expiring 1998 Office,
manufacturing,
and warehouse
Martinsried, Germany 7,000 Lease expiring 2000 Office and
warehouse
__________
(1) For further information regarding lease rentals and foreign properties,
see Notes 7 and 8 to consolidated financial statements
In 1996, 1995, and 1994 the major portion of the Company's production was
performed in Mexico.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 4A. Executive Officers of the Registrant
Name Age Principal Occupation and Position and Office with
Registrant
Werner E. Neuman 71 President and Director since 1955; Treasurer from
1955 until April, 1980, and again from March, 1981
until August, 1981.
Thomas J. Buns 47 Vice President and Treasurer since April, 1991.
Michael P. Raleigh 35 Vice President of Engineering and Quality Assurance
since August, 1995. Vice President of Engineering
from July, 1993 to August, 1995. Director of
Engineering from May, 1992 to July, 1993. Prior to
joining the Company in May, 1992, employed by Guardian
Electric (manufacturer of relays and solenoids) from
1984 to 1992, with the position of Director of
Engineering from January, 1989.
Fernando Pena 39 Vice President of Manufacturing since January, 1997.
Vice President and General Manager, Corcom S.A. from
May, 1992 to December, 1996. General Manager,
Corcom S.A. from December, 1988 to May, 1992.
The officers of the registrant are elected annually by the Board of
Directors at the first meeting of the Board held after each annual meeting of
shareholders. Each officer holds office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed as provided in the next sentence. Any
officer may be removed by the Board whenever in its judgment the best interests
of the registrant would be served thereby. Mr. Neuman and Mr. Buns have
employment agreements with the registrant. These agreements will be described
in the registrant's definitive proxy statement.
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The Company's common stock trades on the Nasdaq National Market tier
of The Nasdaq Stock Market under the symbol: CORC. The range of high and low
sales prices for such stock for the Company's two most recent fiscal years,
as shown in the monthly statistical reports furnished to the Company by The
Nasdaq Stock Market has been as follows:
Period High Low
1996:
1st Quarter $ 7.87 $5.00
2nd Quarter $12.75 $6.00
3rd Quarter $10.50 $7.25
4th Quarter $10.00 $6.25
1995:
1st Quarter $ 3.38 $2.75
2nd Quarter $ 4.13 $3.13
3rd Quarter $ 8.25 $3.75
4th Quarter $ 8.25 $5.75
The approximate number of record holders of the Company's common
stock at December 31, 1996 (including participants in security position
listings) was greater than 500.
The Company has declared no cash dividends with respect to its common
stock and presently intends to retain all earnings for use in its business.
It is anticipated that such dividends will not be paid to holders of common
stock in the foreseeable future
Item 6. Selected Financial Data
----------Year Ended December 31------------
1996 1995 1994 1993 1992
(In thousands except per share data)
Net sales $33,166 $30,660 $26,726 $25,854 $26,990
Income (loss):
Before income taxes and
extraordinary item $ 3,683 $ 2,967 $ 1,310 $(1,993) $ (232)
Before extraordinary item $ 5,472 $ 2,786 $ 1,243 $(2,047) $ (687)
Net income (loss) $ 5,472 $ 2,786 $ 1,243 $(2,047) $ (305)
Net income (loss) per common
and common equivalent share:
Before extraordinary item $ 1.38 $ .72 $ .33 $ (.58) $ (.20)
Net income (loss) $ 1.38 $ .72 $ .33 $ (.58) $ (.09)
At December 31:
Total assets $23,227 $17,394 $14,816 $16,936 $19,524
Long-term debt $ 102 $ 162 $ 213 $ 1,256 $ 1,056
No cash dividends were declared during the five years in the period ended
December 31, 1996.
Notes:
(1) Loss before income taxes in 1993 includes restructuring costs of
$2,051,000.
(2) The 1992 extraordinary item represents a $382,000 ($.11 per share)
benefit from the utilization of foreign income tax net operating loss
carryforwards. The benefit from the utilization of net operating loss
carryforwards in 1994 ($381,000), 1995 ($848,000), and 1996
($1,122,000) is included in the provision for income taxes. An
additional component to the 1996 benefit is a $2,000,000 reversal of
valuation allowance.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Corcom's net sales for 1996 were $33,166,000, an increase of 8.2% from
the $30,660,000 reported for the previous year. The bulk of the increase came
in the form of volume increases in the Company's European and North American
commercial filter businesses. The increase in Europe was principally
attributable to the more stringent 1996 European RFI/EMI testing regulations
which went into effect January 1, 1996. The increase in North America was the
result of an increase in the overall electronics market. There were no
appreciable price changes year to year. Between 1994 and 1995, sales increased
14.7%. Most of this increase came as a result of volume increases in the
Company's North American and European commercial filter businesses. There
were no appreciable price changes in this period either.
The Company's backlog of orders with firm delivery schedules was
approximately $9,296,000 as of January 31, 1997, compared to $10,346,000 as of
January 31, 1996 and $8,195,000 on January 31, 1995. The backlog grew
substantially from January 1995 to January 1996 as a result of the large
number of European and North American orders which were booked in the fourth
quarter of 1995 as equipment manufacturers scrambled to qualify their
products under the new EU regulations which were to take effect in 1996. This
resulted in an unusually high level order backlog as of January 31, 1996.
These orders came out of backlog when they were shipped in 1996 and, as new
1996 orders were booked more evenly throughout the year, the order backlog as
of January 31, 1997 dropped to a more normal level.
In 1996 the Company's gross margins improved to 37.9% of sales from
the 37.1% reported in 1995. This 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 the peso increase relative to the dollar, or
if inflation in Mexico escalates, the Company's manufacturing costs could
rise further. The period 1994 to 1995 showed an improvement in gross margins
from 32.1% in 1994 to 37.1% in 1995. This improvement as the result of
reductions in manufacturing overhead costs at the Company's Mexican production
facility, productivity increases at this same facility, and the devaluation of
the peso relative to the dollar in late 1994.
Engineering expenses in 1996, at $1,220,000, were about the same as
the $1,247,000 incurred in 1995. In 1995, engineering expenses increased
$95,000, or 8.2%, over 1994's level as a result of higher new product support
and development costs.
Selling, administrative and other expenses were $704,000, or 9.9%,
higher in 1996 than in 1995, the majority of which was due to higher
commission and sales expenses on the higher 1996 revenue. Sales,
administrative and other expenses increased $1,163,000, or 19.6%, from 1994 to
1995. The major components of this increase were higher sales commission and
sales and management incentive compensation costs on the higher levels of
sales and earnings in 1995, and the fact that certain one-time gains
recognized in 1994 (a $241,000 gain on the sale of real estate and a $198,000
recapture of part of the restructuring reserve established in 1993) were not
repeated in 1995.
Interest expense in 1996 was $55,000, or 77.5%, lower than in 1995 as
a result of lower borrowings and outstanding lease obligations. Interest
expense was $106,000, or 60%, lower than in 1995 versus 1994 for the same
reason.
The Company recorded interest income from its cash and investments of
$134,000 in 1996. This was $127,000 higher than in 1995 as a result of the
increase in the Company's cash balances in this period.
The Company's pre-tax earnings for 1996 were $3,683,000. This
compares to pre-tax earnings of $2,967,000 and $1,310,000 in 1995 and 1994
respectively. The primary reasons for the improvement are discussed above.
The Company recorded a net income tax benefit of $1,789,000 in 1996,
as compared with income tax expense of $181,000 and $67,000 in 1995 and 1994
respectively. The principal component of the 1996 benefit was a one-time
$2,000,000 reversal of part of the valuation allowance which existed as of
December 31, 1995, principally related to domestic net operating loss (NOL)
carryforwards. Since it became apparent in 1996 that there were no longer
any uncertainties surrounding the ultimate utilization of domestic NOL's,
the valuation allowance against the net deferred asset was substantially
removed in the fourth quarter of 1996, resulting in the negative income tax
expense in the period. This one-time benefit will not recur in subsequent
years.
The Company's net income after tax in 1996 was $5,472,000 ($1.38 per
share). This compares to net income of $2,786,000 ($.72 per share) and
$1,243,000 ($.33 per share) in 1995 and 1994 respectively. The Company
utilized income tax net operating loss (NOL) carryforwards of $3,364,000 in
1996, $2,493,000 in 1995, and $1,624,000 in 1994 to reduce the income tax
provision in these years. Average shares outstanding for 1996 were 3,957,000,
an increase of 90,000 shares from the 3,867,000 average shares outstanding
reported for 1995. The increase was the joint result of the issuance of the
75,000 shares on exercise of stock options by certain key employees in 1996,
and the dilutive effect of existing unexercised stock options. Average shares
outstanding in 1995 were 3,867,000, an increase of 147,000 shares from the
3,720,000 reported in 1994. This increase was the joint result of the
issuance of 121,000 shares on exercise of stock options by certain key
employees in 1995, and the dilutive effect of existing unexercised stock
options.
Liquidity and Capital Resources
As of December 31, 1996, the Company had cash reserves on hand of
$4,789,000 as compared with $887,000 cash on hand as of December 31, 1995.
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, 1996 or 1995.
The Company has domestic income tax NOL carryforwards of $3,870,000
which expire in the years 2001 through 2008 and foreign income tax NOL
carryforwards of $1,296,000. Approximately $941,000 of the foreign NOL
carryforwards have no expiration dates.
Management feels that existing cash balances and the existing bank
line of credit will be sufficient to support its cash needs through 1997.
The Company utilizes various mainframe and PC based computer software
packages as tools in running its daily operations. Management does not
believe that the Company will encounter any material problems with this
software as a result of the change of the millennium on January 1, 2000.
Item 8. Financial Statements and Supplementary Data
The response to this item is submitted in a separate section of this
report following Item 14.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
<PAGE>
PART III
The information called for by PART III (Item 10 (Directors and
Executive Officers of the Registrant), Item 11 (Executive Compensation), Item
12 (Security Ownership of Certain Beneficial Owners and Management), and Item
13 (Certain Relationships and Related Transactions)) is incorporated by
reference, to the extent required, from the Company's definitive proxy
statement to be filed pursuant to Regulation 14A not later than 120 days after
December 31, 1996.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The lists of financial statements and schedules are submitted in a
separate section of this report following Item 14. The exhibit index
immediately precedes the index.
(b) No report on Form 8-K was filed during the last quarter of the period
covered by this report
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 8 AND ITEM 14 (a)(1) and (2), and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL STATEMENT SCHEDULES
Year Ended December 31, 1996
CORCOM, INC.
LIBERTYVILLE, ILLINOIS
<PAGE>
CORCOM, INC. AND SUBSIDIARIES
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Page (s)
Report of Independent Accountants F-2
The following consolidated financial statements of Corcom, Inc.
are included in Item 8:
Consolidated Balance Sheets, December 31, 1996 and 1995 F-3
Consolidated Statements of Income for each of the three years ended
December 31, 1996 F-4
Consolidated Statements of Stockholders' Equity for each of the
three years ended December 31, 1996 F-5
Consolidated Statements of Cash Flow for each of the three years
ended December 31, 1996 F-6
Notes to Consolidated Financial Statements F-7 to F-13
The following consolidated financial statement schedule of
Corcom, Inc. is included in Item 14(d):
Schedule II - Valuation and Qualifying Accounts F-14
All other schedules for which provision is made in the applicable
regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and, therefore,
have been omitted.
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Stockholders and Board of Directors
Corcom, Inc.
Libertyville, Illinois
We have audited the consolidated financial statements and related financial
statement schedules of Corcom, Inc. and Subsidiaries listed in the index on
page F-1 of this Form 10-K. These financial statements and related schedules
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and related schedules 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 and related
schedules are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements and related schedules. An audit also includes assessing the
accounting principals 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 consolidated financial position of Corcom, Inc. and
Subsidiaries as of December 31, 1996 and 1995 and the consolidated results of
their operations and their cash flows for each of the years in the three year
period ended December 31, 1996 in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedules referred to above, when considered in relation to the basic
financial statements take as a whole, present fairly, in all material
respects, the information required to be included herein.
S/S Coopers & Lybrand L.L.P.
Chicago, Illinois
February 28, 1997
F-2
<PAGE>
CORCOM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 and 1995
(Amounts in thousands, except share information)
ASSETS 1996 1995
Current assets:
Cash and cash equivalents $ 4,789 $ 887
Accounts receivable, net of allowance
for uncollectible accounts of $76 in
1996 and $80 in 1995 4,688 5,157
Inventories 6,691 7,071
Deferred income tax asset, net 2,000 0
Other current assets 682 531
Total current assets 18,850 13,646
Property, plant and equipment:
Land 340 340
Buildings and improvements 936 936
Leasehold improvements 516 465
Machinery and equipment 15,017 13,554
Furniture and fixtures 1,582 1,515
18,391 16,810
Less: accumulated depreciation 14,014 13,062
4,377 3,748
Total assets $23,227 $17,394
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 59 $ 54
Accounts payable 1,368 1,023
Other accrued liabilities 1,728 1,690
Total current liabilities 3,155 2,767
Long-term debt, net of current maturities 102 162
Commitments (Note 7)
Stockholders' equity:
Common stock, no par value; 10,000,000
shares authorized; 3,815,543 (1996) and
3,740,543 (1995) issued 14,057 13,942
Retained earnings 6,023 551
Accumulated exchange rate adjustments (110) (28)
Total stockholders' equity 19,970 14,465
Total liabilities and stockholders'
equity $23,227 $17,394
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
<PAGE>
CORCOM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the three years ended December 31, 1996
(Amounts in thousands, except share information)
1996 1995 1994
Net sales $33,166 $30,660 $26,726
Costs and expenses:
Cost of sales 20,582 19,287 18,155
Engineering expenses 1,220 1,247 1,152
Selling, administrative and
other expenses 7,799 7,095 5,932
29,601 27,629 25,239
Operating income 3,565 3,031 1,487
Interest expense 16 71 178
Interest income (134) (7) (1)
Income before provision for income taxes 3,683 2,967 1,310
Provision (benefit) for income taxes (1,789) 181 67
Net income $ 5,472 $ 2,786 $ 1,243
Per common and common equivalent share:
Net income $ 1.38 $ .72 $ .33
Average number of common and
common equivalent shares outstanding 3,957,000 3,867,000 3,720,000
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
<PAGE>
CORCOM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
for the three years ended December 31, 1996
(Amounts in thousands except share information)
Common Stock Cost of
Issued Retained Accum Common
--------------------- Earnings Exch Rate Stock in
Shares Amount Deficit Adj Treasury
Balance at
January 1, 1994 3,560,543 $13,656 $(3,478) $(133) $(1)
Purchase of 5,000
shares of common
stock for treasury (18)
Issuance of 5,811
shares of common
stock under employee
stock purchase plan 19
Stock options
exercised for $1.12
to $2.25 per share 59,000 93
Net income 1,243
Exchange rate adjustments (51)
Balance at December
31, 1994 3,619,543 13,749 (2,235) (82) 0
Stock options
exercised for
$1.00 to $2.50
per share 121,000 193
Net income 2,786
Exchange rate
adjustments 54
Balance at December
31, 1995 3,740,543 13,942 551 (28) 0
Stock options
exercised for
$1.00 to $3.00
per share 75,000 115
Net income 5,472
Exchange rate
adjustments (82)
Balance at December
31, 1996 3,815,543 $14,057 $ 6,023 $(110) $ 0
The accompanying notes are an integral part of the consolidated financial
statements.
F-5
<PAGE>
CORCOM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three years ended December 31, 1996
(Amounts in thousands)
1996 1995 1994
Cash flows from operating activities:
Net income $ 5,472 $ 2,786 $ 1,243
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of properties (237)
Provision for uncollectible accounts
receivable 33 77 34
Restructuring costs (25) (263) (198)
Depreciation 1,028 1,105 1,075
Deferred tax benefit (2,000)
Common stock issued under employee stock
purchase plan 19
Changes in operating assets and liabilities:
Trade accounts receivable 436 (1,009) (448)
Inventories 298 (599) 498
Other current assets (151) 41 (96)
Accounts payable 345 (212) (347)
Accrued liabilities 63 696 46
Net cash provided by operating activities 5,499 2,622 1,589
Cash flows from investing activities:
Proceeds from sale of properties 2,548
Expenditures for property, plant and equipment (1,657) (1,454) (1,239)
Net cash provided by (used in) investing
activities (1,657) (1,454) 1,309
Cash flows from financing activities:
Common stock purchased for treasury (18)
Net payments under bank line of credit (483) (1,536)
Stock options exercised 115 193 93
Principal payments on long-term debt (55) (63) (1,200)
(Decrease) in cash overdraft (130) (273)
Net cash provided by (used in) financing
activities 60 (483) (2,934)
Net increase (decrease) in cash and cash
equivalents 3,902 685 (36)
Cash and cash equivalents at beginning of year 887 202 238
Cash and cash equivalents at end of year $ 4,789 $ 887 $ 202
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 16 $ 71 $ 177
Income taxes 223 181 68
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
<PAGE>
CORCOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Corcom, Inc.
and its wholly-owned subsidiaries (the Company). Intercompany accounts and
transactions have been eliminated in consolidation.
Cash Equivalents
The company considers all highly liquid investments with original maturities
of three months or less as cash equivalents.
Inventories
Inventories are stated at the lower of cost or market. The first-in,
first-out method is used to determine cost.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed
principally by the straight-line method over the estimated useful lives of
the related assets or terms of the related leases for leasehold improvements,
if shorter. Estimated useful lives range from three to eight years.
Amounts incurred for maintenance and repairs are charged to operations as
incurred. Expenditures for improvements are capitalized. Upon sale or
retirement, the related cost and accumulated depreciation are removed from the
respective accounts and any resulting gain or loss in included in the
consolidated statements of income.
Income Taxes
Income taxes are accounted for in accordance with SFAS No. 109, "Accounting
for Income Taxes". The Company recognizes deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred income
taxes are recorded to reflect the tax consequences on future years of
differences between the basis of assets and liabilities for income tax and for
financial reporting purposes using enacted tax rates in effect for the year in
which the differences are expected to reverse. In addition, the amounts of
any future tax benefits are reduced by a valuation allowance to the extent
such benefits are not expected to be fully realized.
Translation of Foreign Currencies
The Company measures foreign assets, liabilities, equity, and results of
operations in the functional currencies of the countries in which it operates
except for its operations in Mexico for which the U.S. dollar is the
functional currency. The Company translates foreign currency financial
statements by translating balance sheet accounts at the current exchange rate
in effect at year-end and income statement accounts at the average exchange
rates during the year.
Translation adjustments result from the process of translating foreign
currency financial statements into U.S. dollars. These translation adjustments,
which are generally not included in the determination of net income, are
reported separately as a component of stockholders' equity.
Per Share Data
Net income per common and common equivalent share is based on the weighted
average number of shares of common stock and common stock equivalents (stock
options) outstanding during each year.
F-7
<PAGE>
1. Summary of Significant Accounting Policies, continued
Revenue Recognition
Sales to customers are recorded at the time of shipment net of estimated
discounts and allowances.
Stock Based Compensation
Effective December 31, 1996, the Company adopted Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation"
(SFAS 123). As provided by SFAS 123, the Company has elected to continue to
account for its stock-based compensation plans according to the provisions of
APB Opinion No. 25 "Accounting for Stock Issued to Employees." The Company
has adopted the disclosure provisions required by SFAS 123 (see Note 6).
Use of Estimates in the Preparation of Financial Statements
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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
2. Inventories
The Company's inventories consist of the following at December 31 (in
thousands):
1996 1995
Finished products $2,693 $3,033
Raw materials and work-in-process 3,998 4,038
$6,691 $7,071
3. Accrued Liabilities
Accrued liabilities consist of the following at December 31 (in thousands):
1996 1995
Accrued payroll, incentive bonus and commissions $1,045 $ 1,069
Other 683 621
$1,728 $1,690
4. Bank Notes Payable
The Company has a loan agreement with a bank which provides for a revolving
line of credit through April 30, 1998, of up to $4,000,000, limited by a
borrowing base calculated as a percentage of eligible accounts receivable,
with interest at the bank's base rate (8.25% at December 31, 1996) or LIBOR
plus 1.5%. There were no borrowings in 1995 or 1996. Under the provisions
of the agreement the Company is subject to certain covenants which, among
other things, restrict the payment of dividends to a calculation based upon
net income.
F-8
<PAGE>
5. Income Taxes
Income before provision for income taxes consisted of the following as of
December 31:
1996 1995 1994
(In thousands)
Domestic $3,138 $2,184 $1,166
Foreign 545 783 144
$3,683 $2,967 $1,310
The provision (benefit) for income taxes is comprised of the following:
1996 1995 1994
(In thousands)
Current income tax expenses:
State $ 1 $ 1 $ 1
Domestic 65 80
Foreign 145 100 66
211 181 67
Deferred income tax credits:
Domestic (2,000) -- --
$ (1,789) $ 181 $ 67
The provision (benefit) for income tax differs from a provision computed at
the U.S. statutory rate as follows:
1996 1995 1994
(In thousands)
Statutory rate provision $ 1,252 $1,008 $ 445
State taxes, net 1 1 1
Benefit of net
operating loss carryforwards (1,122) (848) (381)
Reduction of valuation allowance (2,000)
Subpart F Income 129
Effect of foreign income tax rates (40) 33 17
Other ( 9) (13) (15)
$(1,789) $ 181 $ 67
The components of the deferred tax asset and the tax effect are as follows at
December 31, 1996:
Temporary Tax
Difference Effect
(In thousands)
Inventory valuation $ 322 $ 129
Fixed assets 158 63
Reserve for lease cancellation 94 37
Self-insurance 30 12
Allowance for doubtful accounts 60 24
Foreign NOL carryforwards 1,296 280
Domestic NOL carryforwards 3,870 1,548
Other 58 24
Alternative minimum tax credit 163
Subtotal $ 5,888 2,280
Valuation allowance (280)
Total $2,000
F-9
<PAGE>
5. Income Taxes, continued
As of December 31, 1996, the Company maintained a valuation allowance with
respect to the deferred tax asset as a result of the uncertainty of ultimate
realization of foreign NOL carryforwards. The valuation allowance, which
existed at December 31, 1995, was reduced by $3,392,000 in 1996 principally
due to the utilization of $1,392,000 income tax NOL carryforward and
$2,000,000 reversal of valuation allowance, primarily in the fourth quarter
of 1996, since management's uncertainty of the utilization of the net
deferred tax asset, except for foreign NOL, was substantially removed.
At December 31, 1996, the Company had a domestic income tax NOL carryforward
of $3,870,000 which expires in the years 2001 through 2008, and foreign
income tax NOL carryforwards of $1,296,000. The foreign NOL carryforwards
were principally in Hong Kong, Mexico and the West Indies. Approximately
$941,000 of the foreign NOL carryforwards have no expiration date.
6. Employee Benefit Plans
The Company has established certain stock-based compensation plans, described
below, for the benefit of certain officers, key employees, and directors. The
Company accounts for these plans under APB Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25) and related Interpretations. Accordingly,
compensation expense has been recognized to the extent of employee or director
services rendered based on the intrinsic value of compensatory options granted
under the plans.
The Company has stock option plans which provide for the granting of options
to certain officers, key employees, and directors. The option price per share
is not less than the market price at the date of grant. Options granted under
the officer and key employee plan become exercisable at 40% one year from date
of grant and an additional 20% per year thereafter. Options granted under the
directors' plan become exercisable six months after date of grant. All
unexercised options expire five years after the date of grant.
Under an employee stock purchase plan, the Company is authorized to issue up
to 150,000 shares of common stock to eligible employees through December 31,
1994. The purchase price of such shares is equal to 85% of the lower of
market value at the beginning or end of a six month purchase period which
commences each January 1 and July 1. During 1994, 5,811 shares of common
stock were issued pursuant to the plan. The resulting expense charged to
operations amounted to approximately $8,000 in 1994. The plan expired on
December 31, 1994 and was not renewed.
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions: (1)
expected volatility of 57.6%, (2) risk-free interest rate of 6.9% in 1995 and
5.9% in 1994, and (3) expected life of 4.13 to 4.26 years. The Company has
declared no cash dividends during 1996, 1995, and 1994.
The weighted average fair value of stock options, calculated using the
Black-Scholes option pricing model, granted during 1996, 1995 and 1994,
respectively, was $3.68, $1.63, and $0.85. Had the Company elected to apply
the provisions of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" (SFAS 123) regarding recognition of
compensation expense to the extent of the calculated fair value of
compensatory options or shares, additional compensation expense would have
been recorded in the amount of approximately $110,400 in 1996, $114,400 in
1995, and $92,600 in 1994.
A summary of the status of the Company's stock options as of December 31, 1996,
1995 and 1994 and changes during the year ended on those dates is presented
below:
F-10
<PAGE>
6. Employee Benefit Plans, continued
-------1996------- --------1995------- -------1994-------
Wgtd Wgtd Wgtd
Avg Avg Avg
Exer Exer Exer
Shares Price Shares Price Shares Price
Outstanding at 293,000 $1.84 350,000 $1.49 354,000 $1.79
beginning of year
Granted 30,000 $7.00 70,000 $3.19 110,000 $1.71
Exercised 75,000 $1.54 121,000 $1.60 59,000 $1.57
Forfeited 0 -- 0 -- 5,000 $1.13
Expired 0 -- 6,000 $2.25 50,000 $4.05
Outstanding at 248,000 $2.55 293,000 $1.84 350,000 $1.49
end of year
Options exercisable 178,000 $2.71 168,000 $1.65 206,000 $1.50
at year end
Under the Company's defined contribution incentive savings plan, covering
substantially all United States employees, Company contributions are based on
varying percentages of the participants' total contributions. The aggregate
contributions made by the Company to the savings plan and charged to
operations were $38,000 (1996), $34,000 (1995), and $28,000 (1994).
7. Leases
The Company leases certain facilities and equipment under operating leases.
The leases generally require the company to pay real estate taxes, insurance,
and maintenance costs. Rental expense amounted to $547,000 (1996), $597,000
(1995), and $508,000 (1994).
Future minimum rental commitments as of December 31, 1996 for noncancelable
leases (principally real estate) are as follows:
(In thousands)
1997 $ 541
1998 464
1999 259
2000 141
$1,405
8. Business Information by Geographic Area
The Company's operations consist of one business segment: the design,
manufacture, and sale of radio frequency interference filters for digital
electronic equipment to the commercial, military, and facility filter markets.
Operations are conducted principally in the United States, Mexico, and
Germany. The net assets of the Company's operations located outside the
United States at December 31 were: $3,080,000 (1996), $2,660,000 (1995), and
$2,331,000 (1994).
F-11
<PAGE>
8. Business Information by Geographic Area, continued
Foreign sales and operations may be subject to various risks including, but
not limited to, possible unfavorable exchange rate fluctuations, governmental
regulations (including import and export controls), restrictions on currency
repatriation and labor relations laws.
Intercompany transactions consist of the transfer of raw material between the
United States parent and its manufacturing subsidiary and the purchase of
finished goods by the United States parent or its German or Far East
subsidiaries. Raw materials are transferred at cost. Finished goods are
purchased at predetermined transfer prices that allow the parent or its
manufacturing subsidiary to recover cost plus an operating profit.
No single customer accounted for 10% of net sales for any of the years
presented.
Interest and dividend income, interest expense and general corporate expenses
are not allocated to specific geographic areas. Corporate assets consist of
cash and cash equivalents.
F-12
<PAGE>
CORCOM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Business Information by Geographic Area, continued
(In Thousands)
------United States----- ---------Germany-----------
1996 1995 1994 1996 1995 1994
Revenues:
Net sales $24,935 $24,098 $21,577 $7,445 $5,424 $4,271
Intercompany
transfers 5,840 4,013 3,210 8 3 68
Geographic area
totals $30,775 $28,111 $24,787 $7,453 $5,427 $4,339
Operating income
(loss) $ 4,411 $ 3,458 $ 2,853 $ 108 $ 215 $ (49)
Identifiable assets
at December 31:
Operating assets $ 9,340 $ 7,774 $ 6,587 $1,170 $1,354 $1,105
Corporate assets
Total assets
----------Other--------- ---------Consolidated------
1996 1995 1994 1996 1995 1994
Revenues:
Net sales $ 786 $1,138 $ 878 $33,166 $30,660 $26,726
Intercompany
transfers 3,607 3,079 3,612 9,455 7,095 6,890
Geographic area
totals $4,393 $4,217 $4,490 $42,621 $37,755 $33,616
Elimination of
intercompany
transfers (9,455) (7,095) (6,890)
Net sales $33,166 $30,660 $26,726
Operating
income (loss) $ 75 $ 255 $ (304) $ 4,594 $ 3,928 $ 2,500
Interest income
(expense) 118 (64) (177)
General corporate
expenses (1,029) (890) (1,013)
Income before
income taxes $ 3,683 $ 2,967 $ 1,310
Identifiable assets at
December 31:
Operating assets $7,928 $7,379 $6,922 $18,438 $16,507 $14,614
Corporate assets 4,789 887 202
Total assets $23,227 $17,394 $14,816
F-13
<PAGE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
CORCOM, INC. AND SUBSIDIARIES
Column A Column B Column C Column D Column E
Additions Deductions
-----------------------
Charged
Balance at to Balance
Beginning Costs & Charge for at End
Description of Period Expense Restructuring Describe of Period
- -------------------- --------- -------- ------------- -------- ---------
Year ended December
31, 1996:
Allowance for doubtful
accts. $ 80 $ 33 $ 37 (A) $ 76
Reserve for excess and
obsolete inventories 583 386 411 (B) 558
Year ended December
31, 1995:
Allowance for doubtful
accts. $145 $ 77 $142 (A) $ 80
Reserve for excess and
obsolete inventories 523 489 429 (B) 583
Year ended December
31, 1994:
Allowance for doubtful
accts. $174 $ 34 $ 63 (A) $145
Reserve for excess and
obsolete inventories 695 119 291 (B) 523
Note A - Uncollectible accounts written off, net of recoveries
Note B - Obsolete inventories disposed of and written off
F-14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Date: March 11, 1997
CORCOM, INC.
(Registrant)
By:
s/s Thomas J. Buns
Thomas J. Buns
Vice President & Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Name Title Date
WERNER E. NEUMAN* President and Director )
(Werner E. Neuman) (Principal Executive Officer))
)
THOMAS J. BUNS Vice President and Treasurer )
(Thomas J. Buns) (Principal Financial and )
Accounting Officer) )
)
CAROLYN A. BERRY* Director )
(Carolyn A. Berry) )
)
HERBERT L. ROTH* Director ) March 11, 1997
(Herbert L. Roth) )
)
JAMES A. STEINBACK* Director )
(James A. Steinback) )
)
GENE F. STRAUBE* Director )
(Gene F. Straube) )
)
RENATO TAGIURI* Director )
(Renato Tagiuri) )
)
)
*By s/s Thomas J. Buns )
Thomas J. Buns )
Attorney-in-Fact )
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
No.
3.1 Registrant's Articles of Incorporation and all amendments
thereto, filed as Exhibit 3.1 to registrant's 10-Q for the
quarter ended July 2, 1994 and hereby incorporated by reference.
3.2 Registrant's By-laws, as amended, filed as Exhibit 3(ii) to
registrant's Form 10-Q for the quarter ended July 3, 1993 and
hereby incorporated by reference.
10.1 Office space lease between registrant and Komatsu Dresser
Corporation, filed as Exhibit 10.1 to registrant's Form 10-Q
for the quarter ended July 2, 1994 and hereby incorporated
by reference.
10.2* Medical reimbursement plan, filed as Exhibit 13.11 to registrant's
registration statement on Form S-1, Reg. No. 2-67474, and hereby
incorporated by reference.
10.3* CORCOM, Inc. 1985 Key Employees' Incentive Stock Option Plan,
filed as Exhibit 10.7 to registrant's Form 10-K for 1985, and
hereby incorporated by reference.
10.4* CORCOM, Inc. 1991 Directors' Stock Option Plan, filed as Exhibit
10.5 to registrant's Form 10-K for 1990, and hereby incorporated
by reference.
10.5* Amendment to CORCOM, Inc. 1991 Directors' Stock Option Plan as
adopted in March, 1992, filed as Exhibit 10.7 to registrant's
Form 10-K for 1991, and hereby incorporated by reference.
10.6* Amendments to 1985 Key Employees' Incentive Stock Option Plan,
as adopted in February, 1987, filed as Exhibit 10.9 to registrant's
Form 10-K for 1986 and hereby incorporated by reference.
10.7* CORCOM, Inc. 1988 Key Employees' Incentive Stock Option Plan,
filed as Exhibit 10.13 to registrant's Form 10-K for 1987, and
hereby incorporated by reference.
10.8* Employment agreement between Werner E. Neuman and registrant,
dated November 9, 1988, filed as Exhibit 10.15 to registrant's
Form 10-K for 1988, and hereby incorporated by reference.
10.9* Amendment to employment agreement between Werner E. Neuman and
registrant dated August 15, 1990, filed as Exhibit 19.2 to
registrant's Form 10-Q for the quarter ended September 29, 1990
and hereby incorporated by reference.
10.10* Employment agreement between Thomas J. Buns and registrant dated
November 18, 1991, filed as Exhibit 10.19 to registrant's Form
10-K for 1991, and hereby incorporated by reference.
10.11* Executive Bonus Plan for 1994, filed as Exhibit 10.22 to
registrant's Form 10-K for 1993, and hereby incorporated by
reference.
10.12* Executive Bonus Plan for 1995, filed as Exhibit 10.11 to
registrant's Form 10-K for 1994 and hereby incorporated by reference.
10.13* Executive Bonus Plan for 1996, filed as Exhibit 10.10 to registrant's
Form 10-K for 1995 and hereby incorporated by reference.
10.14* Executive Bonus Plan for 1997.
10.15* CORCOM, Inc. 1994 Directors' Stock Option Plan, filed as Exhibit
10.24 to registrant's Form 10-K for 1993, and hereby incorporated
by reference.
10.16 Credit Agreement with American National Bank and Trust Company of
Chicago, dated December 31, 1996
11.1 Computation of Income per Share.
22.1 Significant subsidiaries of the registrant are listed below:
State or Other Jurisdiction
Subsidiary of Incorporation and Organization
-------------------- ---------------------------------
Corcom S.A. de C.V. Mexico
Corcom Far East, Ltd. Hong Kong
23.1 Consent of Coopers and Lybrand.
24.1 Power of Attorney.
27.1 Financial Data Schedule (EDGAR only).
- ----------------
* Management contract or compensatory plan.
<PAGE>
Exhibit 10.14
1997 Executive Bonus Plan
If the pre-tax, pre-bonus earnings of Corcom, Inc. exceed $2,500,000, the
bonus pool is five percent (5%) of such pre-tax, pre-bonus earnings. In
addition, once Corcom's pretax, pre-bonus earnings exceed $3,000,000,
there will be allocated an additional five percent (5%) of all pre-tax,
pre-bonus earnings to the bonus pool.
Exhibit 10.16
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO
REVOLVING LINE OF CREDIT
NOTE
$4,000,000.00 Date: December 31, 1996
Chicago, Illinois Due: April 30, 1998
FOR VALUE RECEIVED, the undersigned, (jointly and severally if more
than one) ("Borrower"), promises to pay to the order of American National Bank
and Trust Company of Chicago ("Bank"), at its principal place of business in
Chicago, Illinois or such other place as Bank may designate from time to time
hereafter, the principal sum of Four Million and No/100 Dollars ($4,000,000.00)
or such lesser principal sum as may be owed by Borrower to Bank hereunder,
such payment to occur on April 30, 1998. Borrower's obligations under this
Note shall be defined and referred to herein as "Borrower's Liabilities."
This Note restates and replaces a Revolving Line of Credit Note in the
principal amount of $4,000,000.00, dated December 27, 1995 executed by
Borrower in favor of Bank (the "Prior Note") and is not a repayment or
novation of the Prior Note.
Borrower may prepay all or part of the principal, together with
accrued interest on the amount so prepaid, without penalty during the term of
the Note. All prepayments shall be applied upon installments of the most
remote maturity.
The principal amount of this Note is available to the Borrower on a
revolving basis. The undersigned may borrow, repay and reborrow any amount,
subject to the limitations contained in the Loan Agreement dated March 28,
1995, as amended from time to time, executed by and between Corcom, Inc. and
Bank (the "Loan Agreement"), provided that the total outstanding principal
balance does not exceed the principal amount of this Note and that Borrower
has complied with all the terms of this Note and the Loan Agreement. The books
and records of the Bank shall be determinative of the unpaid balance of this
Note from time to time outstanding, absent manifest error.
Reference is hereby made to the Loan Agreement for a statement of the
terms and conditions under which the loan evidenced hereby has been made, is
to be repaid and for a statement of Bank's remedies upon the occurrence of an
"Event of Default" as defined in the Loan Agreement. The terms and conditions
of the Loan Agreement are incorporated herein by reference in their entirety.
Borrower's Liabilities unpaid from time to time shall bear interest
(computed on the basis of a 360-day year and actual days elapsed) from the date
hereof until paid at a per annum rate at all times equal to the Bank's Base
Rate or equivalent as announced or published publicly from time to time (the
"Base Rate"). Therefore, interest shall be calculated for each day at 1/360th
of the applicable per annum rate. The Base Rate is not indicative of the
lowest or best rate offered by the Bank to any customer or group of customers.
A change in the Base Rate shall constitute a corresponding change in the
interest rate hereunder effective on and as of the date of such change in the
Base Rate. The above notwithstanding, Borrower may elect to and cause all or
a portion of the principal outstanding on this Note to bear interest at a daily
rate equal to one and one-half percent (1 1/2) in excess of the London
Interbank Offered Rate ("LIBOR") as announced by Bank from time to time
pursuant to the terms and conditions of that certain London Interbank Offered
Rate Borrowing Agreement between Borrower and Bank of even date herewith.
Interest accruing prior to maturity shall be payable by Borrower to Bank
monthly, or as billed by Bank to Borrower, at Bank's principal place of
business, or at such other place as Bank may designate from time to time
hereafter. All unpaid interest at maturity shall be paid with the principal
amount of Borrower's Liabilities due hereunder.
Upon the occurrence of an Event of Default, as hereinafter defined,
interest on the unpaid principal balance shall accrue at a rate equal to the
then existing Base Rate plus three percent (3%) per annum.
Borrower agrees that in any action or proceeding instituted to
collect or enforce collection of this Note, the amount recorded on the books
and records of the Bank shall be prima facie evidence of the unpaid principal
balance of this Note; provided that the failure of the Bank to record any
advance hereunder shall not limit or otherwise affect the obligation of the
Company to repay the principal amount owing on this Note together with accrued
interest thereon.
If any payment becomes due and payable on a Saturday, Sunday or legal
holiday under the laws of the State of Illinois, the due date of such payment
shall be extended to the next business day. If the date for any payment of
principal is thereby extended or is extended by operation of law or otherwise,
interest thereon shall be payable at the then applicable rate of interest for
such extended time.
Borrower warrants and represents to Bank that Borrower shall use the
proceeds represented by this Note solely for the proper business purposes, and
consistently with all applicable laws and statutes.
All of Bank's rights and remedies under this Note are cumulative and
non-exclusive. The acceptance by Bank of any partial payment made hereunder
after the time when any of Borrower's Liabilities become due and payable will
not establish a custom, or waive any rights of Bank to enforce prompt payment
thereof. Bank's failure to require strict performance by Borrower of any
provision of this Note shall not waive, affect or diminish any right of Bank
thereafter to demand strict compliance and performance therewith. Any waiver
of an Event of Default hereunder shall not suspend, waive or affect any other
Event of Default hereunder. Borrower and every endorser waive presentment,
demand and protest and notice of presentment, protest, default, non-payment,
maturity, release, compromise, settlement, extension or renewal of this Note,
and hereby ratify and confirm whatever Bank may do in this regard. Borrower
further waives any and all notice or demand to which Bank might to entitled
with respect to this Note by virtue of any applicable statute or law (to the
extent permitted by law).
Borrower agrees to pay, upon Bank's demand therefore, any and all
reasonable costs, fees and expenses (including attorneys' fees, costs and
expenses) incurred in enforcing any of Bank's rights hereunder, and to the
extent not paid the same shall become part of Borrower's Liabilities hereunder.
If any provision of this Note or the application thereof to any party
or circumstance is held invalid or unenforceable, the remainder of this Note
and the application thereof to other parties or circumstances will not be
affected thereby, the provisions of this Note being severable in any such
instance.
This Note is submitted by Borrower to Bank at Bank's principal place
of business and shall be deemed to have been made there at. This Note shall
be governed and controlled by the laws of the State of Illinois as to
interpretation, validity, construction, affect, choice of law and in all other
respects.
No modification, waiver, estoppel, amendment, discharge or change of
this Note or any related instrument shall be valid unless the same is in
writing and signed by the party against which the enforcement of such
modification, waiver, estoppel, amendment, discharge or change is sought.
TO INDUCE BANK TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES THAT,
SUBJECT TO BANK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN
ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE
SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF
ILLINOIS. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE AND WAIVES ANY OBJECTION IT
MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY
PROCEEDING INSTITUTED HEREUNDER.
BORROWER AND BANK IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
(II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO
THIS NOTE OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT, AND AGREE
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
BORROWER:
CORCOM, INC.
By: s/s Thomas J. Buns
Its: Vice President
ATTESTED:
By: s/s Walter Roth
Its: Secretary
LONDON INTERBANK OFFERED RATE BORROWING AGREEMENT
THIS LONDON INTERBANK OFFERED RATE ("LIBOR") BORROWING AGREEMENT
(this "Agreement"), dated as of the 31st day of December, 1996 by and between
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Bank"), a national
banking association with its principal place of business at 33 North LaSalle
Street, Chicago, Illinois 60690, and CORCOM, INC., ("Borrower"), an Illinois
corporation with its principal place of business at 844 East Rockland Road,
Libertyville, Illinois, has reference to the following facts and
circumstances:
A. Borrower has requested and Bank has agreed to extend an
interest rate option of 1.50% per annum in excess of the LIBOR; and
B. Borrower has executed a Promissory Note dated December 31,
1996, in the amount of $4,000,000.00 in favor of Bank (the "Note") which
reflects the LIBOR option.
NOW, THEREFORE, in consideration of any loan, advance, extension of
credit and/or other financial accommodation at any time made by Bank to or for
the benefit of Borrower, and of the promises set forth herein, the parties
hereto agree as follows:
1. DEFINITIONS AND TERMS
1.1 The following words, terms and/or phrases shall have the
meanings set forth thereafter and such meanings shall be applicable to the
singular and plural form thereof; whenever the context so requires, the use of
"it" in reference to Borrower shall mean Borrower as identified at the
beginning of this Agreement:
(a) "Amortization Date": the dates specified in the Note
when principal payments are due.
(b) "Borrowing": any portion of Borrower's liabilities
bearing interest at LIBOR.
(c) "Business Day": any day on which American National
Bank and Trust Company of Chicago, 33 N. LaSalle Street,
Chicago, Illinois 60690,is open for regular business.
(d) "Event of Default": the definition ascribed to this
term in the Note.
(e) "Interest Period": the period commencing on the date
a LIBOR Loan is made and ending, as the Borrower may select,
30, 60, 90, 120 or 180 days thereafter.
(f) "LIBOR Loans": any principal portion of Borrower's
liabilities bearing interest at LIBOR.
(g) "LIBOR Margin": 150 basis points (1.50%).
(h) "Maturity Date": the date specified in the Note upon
which the Borrower's liabilities are due and payable in full.
1.2 Any terms or phrases not specifically defined in this
Agreement shall have the meanings ascribed to them in the Note.
2. MANNER OF LIBOR ELECTION
2.1 Borrower may elect to cause all or a portion of the principal
outstanding on the Notes to bear interest at a daily rate equal to the daily
rate equivalent of 1.50% in excess of LIBOR, subject to the following
conditions:
(a) Not more than five (5) nor less than two (2) Business Days
prior to the requested date of any LIBOR Borrowing, Borrower shall deliver to
Bank an irrevocable written or telephonic notice setting forth the requested
date and amount of such Borrowing (which amount shall not be less than
$100,000.00 and, if in excess of $100,000.00, shall be in integral multiples
of $100,000.00) and the requested Interest Period of such Borrowing;
(b) The LIBOR used in computing the interest rate applicable to
such Borrowing shall be the LIBOR as quoted by Bank to Borrower as being in
effect for the date of such Borrowing plus the LIBOR Margin, computed on the
basis of a 360-day year and actual days elapsed, and shall be fixed for the
requested period of such Borrowing;
(c) Such Borrowing may not be prepaid prior to the expiration of
the requested Interest Period of such Borrowing and shall be repaid in full
on the last day of the requested Interest Period of such Borrowing;
(d) With respect to any Borrowing of LIBOR Loans, Borrower may
not select an Interest Period that extends beyond the Maturity Date of the
Note; and
(e) With respect to any Borrowing of LIBOR Loans under the Note,
Borrower may not select an Interest Period that extends beyond any
Amortization Date unless, after giving effect to such requested Borrowing,
the aggregate unpaid principal amount of such Loans having Maturity Dates
after such Amortization Date does not exceed the aggregate principal amount of
the Note scheduled to be outstanding after such Amortization Date.
2.2 In the event Borrower fails to give notice pursuant to Section
2.1(a) above of the borrowing of the principal amount of any maturing LIBOR
Borrowing and has not notified the Bank by 10:00 a.m. (Chicago time) on the
day such Borrowing matures that it intends to renew such Borrowing, then
Borrower shall be deemed to have requested a Borrowing of Base or Prime Rate
Loans (as defined in the Note) on such day in the amount of the maturing
Borrowing.
3. GENERAL PROVISIONS
3.1 Funding Indemnity. In the event Bank shall incur any loss,
cost or expense (including, without limitation, any loss of profit, and any
loss, cost or expense incurred by reason of the liquidation or re-employment
of deposits or other funds acquired by such Bank to fund or maintain any
LIBOR Loan or the relending or reinvesting of such deposits or amounts paid
or prepaid to such Bank) as a result of:
(a) any payment or prepayment of a LIBOR Loan on a date other than
the last day of its Interest Period,
(b) any failure by Borrower to borrow a LIBOR Loan on the date
specified in a notice given pursuant to Section 2.1 hereof,
(c) any failure by Borrower to make any payment of principal on
any LIBOR Loan when due (whether by acceleration or otherwise), or
(d) any acceleration of the maturity of a LIBOR Loan as a result
of the occurrence of any Event of Default,
then, upon the demand of Bank, Borrower shall pay to Bank such amount as will
reimburse Bank for such loss, cost or expense. If Bank makes such a claim
for compensation, it shall provide to Borrower a certificate executed by an
officer of Bank setting forth the amount of such loss, cost or expense in
reasonable detail (including an explanation of the basis for the computation
of such loss, cost or expense) and the amounts shown on such certificate if
reasonably calculated shall be conclusive.
3.2 Availability of LIBOR Loans. If Bank determines that
maintenance of its Loans would violate any applicable law, rule, regulation,
or directive, whether or not having the force of law, or if Bank determines
that deposits of a type and maturity appropriate to match fund LIBOR Loans
are not available to it then Bank shall forthwith give notice thereof to
Borrower, whereupon, until Bank notifies Borrower that the circumstances
giving rise to such suspension no longer exist, the obligations of the
Bank to make LIBOR Loans shall be suspended.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
day and year specified at the beginning hereof.
CORCOM, INC.
By:_s/s Thomas J. Buns
Its: Vice President
ATTEST:
By: s/s Walter Roth
Secretary
Accepted this 31st day of December, 1996, at Bank's principal place
of business in the City of Chicago, State of Illinois.
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By: s/s Jack C. Gonder
Its: Commercial Banking Officer
EXHIBIT 11.1
CORCOM INC. AND SUBSIDIARIES
COMPUTATION OF INCOME PER SHARE
for the years ended December 31, 1996, 1995, and 1994
(Amounts in thousands except per share information)
1996 1995 1994
Common and common equivalent
shares:
Average shares outstanding 3,785 3,686 3,570
Additional shares assuming exercise
of dilutive stock options, based
on the treasury stock method using
average market price 172 181 150
Average number of common and common
equivalent shares 3,957 3,867 3,720
Net income $5,472 $2,786 $1,243
Net income per common and common
equivalent share $ 1.38 $ 0.72 $ 0.33
Net income per common and common
equivalent share, assuming full
dilution:
Average shares outstanding 3,785 3,686 3,570
Additional shares assuming exercise
of dilutive stock options, based
on the treasury stock method using
the period-end price if higher than
the average market price 172 209 152
Fully diluted average number of common
and common equivalent shares 3,957 3,895 3,722
Net income $5,472 $2,786 $1,243
Net income per common and common
equivalent share $ 1.38 $ 0.72 $ 0.33
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of Corcom, Inc. on Form S-8 (File No. 2- 96731, 33-22257, 33-41142, and
33-80204) of our report dated February 28, 1997, on our audits of the
consolidated financial statement schedules of Corcom, Inc. as of December 31,
1996 and 1995, and for each of the three years in the period ended December 31,
1996, which report is included in this Annual Report on Form 10-K.
s/s Coopers & Lybrand, L.L.P.
Chicago, Illinois
March 7, 1997
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of CORCOM, INC., an Illinois corporation (the "Company"), does hereby
constitute and appoint Werner E. Neuman, Thomas J. Buns and Walter Roth, and
each of them severally, the true and lawful attorneys and agents of the
undersigned, each with full power to act without any other and with full power
of substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents may deem
necessary or desirable to enable the Company to comply with the Securities
Exchange Act of 1934, as amended (the "Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in connection
with the filing under the Act of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 and all related matters including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the names of the undersigned directors and officers in the
capacities indicated below to said Form 10-K to be filed with the Securities
and Exchange Commission, to any and all amendments to said Form 10-K, and to
any and all instruments or documents filed as part of or in connection with
any of the foregoing and any and all amendments thereto; and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents,
or any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this
6th day of March, 1997.
Capacities Signatures
President and Director s/s Werner E. Neuman
(Principal Executive Officer) Werner E. Neuman
Vice President and Treasurer s/s Thomas J. Buns
(Principal Financial and Accounting Officer) Thomas J. Buns
Director s/s Carolyn A. Berry
Carolyn A. Berry
Director s/s Herbert L. Roth
Herbert L. Roth
Director s/s James A. Steinback
James A. Steinback
Director s/s Gene F. Straube
Gene F. Straube
Director s/s Renato Tagiuri
Renato Tagiuri
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CONSOLIDATED CONDENSED BALANCE SHEET AND CONSOLIDATED CONDENSED STATEMENT OF
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STATEMENTS.
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<MULTIPLIER> 1000
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1996
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