<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
Form 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from_________to_________
Commission File No. 0-14805
MICROCOM, INC.
(Exact name of registrant as specified in its charter)
---------------------------------------
MASSACHUSETTS 04-2710644
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 RIVER RIDGE DRIVE 02062-5028
NORWOOD, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 551-1000
---------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.01
---------------------------------
Indicate by check X whether the registrant (1) has filed all reports
---
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: As of September 30, 1995,
15,253,334.
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MICROCOM, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS ...................................... 3
CONSOLIDATED STATEMENTS OF OPERATIONS ............................ 4
CONSOLIDATED STATEMENTS OF CASH FLOWS ............................ 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ....................... 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ................................... 7
PART II. OTHER INFORMATION
SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS .............. 9
EXHIBITS AND REPORTS ON FORM 8-K ................................. 9
SIGNATURES ....................................................... 10
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
MICROCOM, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands)
SEPTEMBER 30, 1995 MARCH 31, 1995
------------------ --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents ......................................... $ 40,894 $ 863
Accounts receivable, less reserves of $257 and $250 at
September 30, 1995 and March 31, 1995, respectively ......... 27,132 22,183
Inventories .................................................. 20,574 16,248
Prepaid expenses and other current assets .................... 1,061 822
-------- --------
Total current assets ........................................ 89,661 40,116
Property and equipment, net ................................... 6,300 5,683
Other assets, net ............................................. 13,591 11,989
-------- --------
$109,552 $ 57,788
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capitalized leases and short-term debt .... $ 609 $ 12,543
Accounts payable ............................................. 10,619 6,923
Accrued expenses ............................................. 3,399 2,918
-------- --------
Total current liabilities ................................... 14,627 22,384
-------- --------
Long-term portion of capitalized leases ....................... 1,030 122
-------- --------
Stockholders' equity:
Common stock, $.01 par value, authorized - 30,000 shares,
issued - 16,234 shares at September 30, 1995, and 12,088 shares
at March 31, 1995 ........................................... 162 121
Capital in excess of par value ............................... 114,192 61,223
Stock loans - related parties ................................ (2,609) (1,942)
Unrealized gain (loss) on marketable securities .............. 1,034 (33)
Accumulated deficit .......................................... (16,386) (21,589)
Treasury stock, at cost, 981 shares .......................... (2,613) (2,613)
Cumulative translation adjustment ............................ 115 115
-------- --------
Total stockholders' equity .................................. 93,895 35,282
-------- --------
$109,552 $ 57,788
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
MICROCOM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Unaudited)
<TABLE>
<CAPTION>
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
-------------------- ---------------------
1995 1994 1995 1994
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Net sales .................................... $ 32,809 $ 22,770 $ 61,364 $ 44,085
Cost of sales ................................ 18,651 12,613 34,453 24,340
-------- -------- -------- --------
Gross margin ................................. 14,158 10,157 26,911 19,745
-------- -------- -------- --------
Operating expenses:
Research and development .................... 3,524 2,662 6,902 4,876
Sales and marketing ......................... 6,062 4,557 11,236 9,371
General and administrative .................. 1,205 1,191 2,334 2,294
-------- -------- -------- --------
Total operating expenses ................... 10,791 8,410 20,472 16,541
-------- -------- -------- --------
Income from operations ....................... 3,367 1,747 6,439 3,204
Interest income .............................. 535 3 539 63
Interest and other expense, net .............. (269) (121) (857) (255)
-------- -------- -------- --------
Income before income taxes ................... 3,633 1,629 6,121 3,012
Income taxes ................................. 545 244 918 451
-------- -------- -------- --------
Net income ................................... $ 3,088 $ 1,385 $ 5,203 $ 2,561
======== ======== ======== ========
Net income per share ......................... $.19 $.12 $.36 $.22
==== ==== ==== ====
Weighted average number of shares
outstanding.................................. 16,523 11,601 14,614 11,392
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
MICROCOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Unaudited)
<TABLE>
<CAPTION>
(In thousands)
1995 1994
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income ......................................................... $ 5,203 $ 2,561
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization ..................................... 3,655 2,987
Changes in assets and liabilities:
Accounts receivable, net ......................................... (4,949) (1,476)
Inventories ...................................................... (4,326) (14,653)
Prepaid expenses and other current assets ........................ (239) 602
Accounts payable and accrued expenses ............................ 3,650 4,691
Accrued restructuring costs ...................................... --- (829)
------- -------
Net cash provided by (used in) operating activities ............ 2,994 (6,117)
------- -------
Cash flows used in investing activities:
Capitalized software development costs and purchased technology .... (2,607) (1,919)
Purchase of property and equipment ................................. (1,778) (1,120)
Other assets ....................................................... (122) ---
------- -------
Net cash used in investing activities ............................. (4,507) (3,039)
------- -------
Cash flows from financing activities:
Proceeds from public offering, net ................................. 50,418 ---
(Payments) borrowings under revolving credit line, net ............. (12,020) 6,450
Banker acceptance on inventory purchases ........................... (195) (541)
Borrowings (payments) on capitalized leases ........................ 1,189 (152)
Repayment of stock loans............................................ 147 ---
Exercise of stock options and employee stock purchase plan ......... 2,005 479
------- -------
Net cash provided by financing activities ......................... 41,544 6,236
------- -------
Net increase (decrease) in cash and equivalents ..................... 40,031 (2,920)
Cash and equivalents at beginning of period ......................... 863 5,342
------- -------
Cash and equivalents at end of period ............................... $40,894 $ 2,422
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
MICROCOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands)
NOTE 1. BASIS FOR PRESENTATION
The consolidated balance sheet as of September 30, 1995, and the related
consolidated statement of operations and cash flows for the three and six
months ended September 30, 1995, and 1994, are unaudited. In the opinion of
management, all adjustments necessary for the fair presentation of such
financial statements have been included, such adjustments consisted only of
normal recurring items. Interim results are not necessarily indicative of
results for a full year.
The financial statements are presented as permitted by Form 10-Q and do not
contain certain information included in the Company's annual consolidated
financial statements.
<TABLE>
NOTE 2. INVENTORIES
<CAPTION>
SEPTEMBER 30, 1995 MARCH 31, 1995
------------------ --------------
<S> <C> <C>
Raw materials ................. $ 4,752 $ 4,557
Finished goods ................ 15,822 11,691
--------- ---------
$ 20,574 $ 16,248
========= =========
</TABLE>
NOTE 3. PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
Depreciable Life
SEPTEMBER 30, 1995 MARCH 31, 1995 in Years
------------------ -------------- ----------------
<S> <C> <C> <C>
Computer equipment and software ............. $ 9,494 $ 9,503 2-7
Manufacturing equipment ..................... 2,987 2,937 3-7
Furniture and fixtures ...................... 1,539 1,458 8
Leasehold improvements ...................... 2,091 1,830 Life of Lease
------- -------
16,111 15,728
Accumulated depreciation and amortization ... (9,811) (10,045)
------- -------
$ 6,300 $ 5,683
======= =======
</TABLE>
<TABLE>
NOTE 4. SUPPLEMENTAL CASH FLOW INFORMATION
<CAPTION>
SEPTEMBER 30, 1995 SEPTEMBER 30, 1994
------------------ ------------------
<S> <C> <C>
Cash received (paid for):
Income taxes ..................................... $ (85) $ (61)
Interest expense ................................. (565) (191)
Items not effecting cash:
Stock loans ...................................... (587) (330)
Unrealized gain (loss) on marketable securities .. 1,067 (83)
</TABLE>
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net Sales - Net sales for the three and six month periods ended September 30,
1995, were $32,809,000 and $61,364,000, respectively, a 44% and 39% increase
from the same periods in fiscal 1995. These increases were primarily
attributable to increased sales of remote site V.34 modem products and central
site remote network access products, particularly the High Density Management
Systems (HDMS). International sales for the three and six month periods ended
September 30, 1995, were $14,308,000 and $23,401,000, respectively, as compared
to $6,867,000 and $10,953,000 for the same periods last year. International
sales for the three and six month periods ended September 30, 1995, were 44%
and 38%, respectively, of net sales as compared to 30% and 25% for the same
periods last year. The increases in international sales were primarily due to
increased sales of remote site V.34 modem products. In the second quarter of
fiscal year 1996, sales to an international distributor and a
telecommunications carrier accounted for 15% and 13% of net sales,
respectively.
Gross Margin - Gross margins for the three and six month periods ended
September 30, 1995, were 43% and 44%, respectively, of net sales, as compared to
45% for each of the same periods last year. The decreases were primarily due
to a change in product mix. Net sales of the Company's modem products are
increasing at a higher rate than the growth of other higher margin products.
Research and Development - During the three and six month periods ended
September 30, 1995, research and development costs increased $862,000 and
$2,026,000, respectively, or 32% and 42% from the same periods last year.
These increases reflect the Company's continued investment in new and existing
technologies. Research and development costs were 11% of net sales for each of
the three and six months ended September 30, 1995, as compared to 12% and 11%
in the previous fiscal year. The increases were principally due to the hiring
of additional engineering personnel and increased consulting and contract fees.
Sales and Marketing - In the three and six month periods ended September 30,
1995, sales and marketing expenses increased $1,505,000 and $1,865,000,
respectively, increases of 33% and 20% from the same periods last year. The
increases were directly related to the expansion of the Company's international
distribution channels, coupled with additional marketing programs and variable
selling expenses from increased net sales.
General and Administrative - During the three and six month periods ended
September 30, 1995, general and administrative expenses remained at
approximately the same levels as compared to the three and six month periods
ended September 30, 1994. General and administrative expenses were 4% of net
sales for each of the three and six months periods down from 5% in the previous
year. The decrease reflects the Company's commitment to keep general and
administrative expenses at current levels in order to invest in other operating
expenses.
Interest Income - In the three and six month periods ended September 30,
1995 interest income increased by $532,000 and $476,000, respectively. These
increases were primarily due to the investment of the proceeds from the
Company's public offering of common stock completed on June 28, 1995.
Interest and Other Expense - During the three and six month periods ended
September 30, 1995, interest and other expense increased by $148,000 and
$602,000, respectively. These increases were primarily due to the utilization
of the Company's line of credit during the first three months of the year.
There were no borrowings under the Company's line of credit at September 30,
1995.
Income Taxes - The Company's effective tax rate was 15% for both periods
reported. The difference between the statutory rate and the effective tax rate
reflects the utilization of a portion of the Company's net operating loss carry
forwards. At March 31, 1995, the Company had available $21,509,000 in net
operating loss carry forwards, which may be used to offset future taxable
income, and $3,959,000 in research and development credit carry forwards, which
may be used to offset future taxes payable. These carry forwards expire
through 2009 and are subject to review and possible adjustment by the Internal
Revenue Service.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
On June 28, 1995, the Company completed a public offering of 3,480,000 shares
of common stock at $15.625 per share. The proceeds to the Company after
deducting underwriting commissions and other expenses of the offering were
$50,418,000. Approximately $12,000,000 of the offering proceeds were used to
repay indebtedness under the Company's credit facility.
As of September 30, 1995, the Company had $40,894,000 in cash and
equivalents. In addition, the Company had a bank revolving credit facility
which allowed the Company to borrow up to an amount (the "Maximum Borrowing
Amount") equal to the lesser of (i) $16,000,000 or (ii) an amount based on the
Company's eligible accounts receivable and inventory. The Maximum Borrowing
Amount is reduced by amounts which may be drawn on outstanding letters of
credit and bankers' acceptances and by a percentage of the Company's exposure
under foreign currency exchange contracts. Interest on borrowings is at the
banks' prime rate plus 2%. At September 30, 1995, the Company was contingently
liable with respect to $10,635,000 in outstanding letters of credit and its
bank credit availability was approximately $5,353,000. Under the terms of the
credit facility, which expires in March 1996, the Company is required to comply
with certain covenants. At September 30, 1995, the Company was in compliance
with all covenants.
Since its inception, the Company has met its liquidity requirements through
cash provided by operations, product line dispositions, public and private
stock offerings, lease arrangements for facilities and equipment and short-term
borrowings from banks. Management believes that its cash and equivalents, line
of credit availability, and cash provided by operations will be adequate to
meet the Company's liquidity requirements through fiscal 1997.
FOREIGN CURRENCY HEDGING
To date, all of the Company's transactions (including customer sales and
purchases from vendors) have been denominated in U.S. dollars, except for an
immaterial amount of customer sales denominated in U.K. pounds sterling. The
Company has hedged the currency risk associated with these foreign sales by
entering into forward contracts. The gains or losses on such contracts are
deferred until the contracts are settled and are then recognized as other
income or expense. The Company had $331,490 and $60,080 in foreign currency
contracts at September 30, 1995, and 1994, respectively. The Company had no
material unrealized gains or losses on these contracts.
8
<PAGE> 9
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
<TABLE>
The Company's Annual Meeting of Stockholders was held on July 20,
1995. At the meeting, the following matters were voted upon:
<CAPTION>
1a. Election of Roland D. Pampel as director of the Company.
<S> <C> <C> <C> <C>
For Against Withheld Abstain Broker Non-Votes
--------- ------- -------- ------- ----------------
9,746,526 0 617,102 0 0
<CAPTION>
1b.Election of Donald G. Kennedy as a director of the Company.
<S> <C> <C> <C> <C>
For Against Withheld Abstain Broker Non-Votes
--------- ------- -------- ------- ----------------
9,746,326 0 617,302 0 0
<CAPTION>
2. Approval of an amendment to the Company's Long Term Performance
Plan increasing the number of shares issuable thereunder by
400,000 shares.
<S> <C> <C> <C>
For Against Abstain Broker Non-Votes
--------- --------- ------- ----------------
4,858,860 1,938,250 20,435 3,546,083
<CAPTION>
3. Approval of an amendment to the Company's 1987 Employee Stock
Purchase Plan increasing the number of shares issuable thereunder
by 300,000 shares.
<S> <C> <C> <C>
For Against Abstain Broker Non-Votes
--------- --------- ------- ----------------
5,278,748 1,598,935 40,465 3,445,480
<CAPTION>
4. Approval of amendments to the Company's 1993 Non-Employee
Director Stock Option Plan (i) increasing the number of shares
issuable by 50,000 shares, (ii) providing that non-employee
directors first elected after March 17, 1995 shall receive an
initial grant of an option to purchase 16,000 shares and (iii)
providing that each non-employee director serving on March 17,
1995, shall receive an option to purchase 16,000 shares.
<S> <C> <C> <C>
For Against Abstain Broker Non-Votes
--------- --------- ------- ----------------
5,699,572 1,084,653 33,320 3,546,083
<CAPTION>
5. Approve the selection by the Board of Arthur Andersen LLP as the
Company's independent auditors.
<S> <C> <C> <C>
For Against Abstain Broker Non-Votes
---------- ------- ------- ----------------
10,319,887 22,891 20,850 0
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS.
Exhibit 11.0 - Calculation of net income per share
Exhibit 27.0 - Financial Data Schedule
(B) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed by the Company during the
period covered by this report.
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: NOVEMBER 14, 1995 BY: /s/ Roland D. Pampel
---------------------- -------------------------------------------
Roland D. Pampel, President,
Chief Executive Officer and Director
DATE: NOVEMBER 14, 1995 BY: /s/ Peter J. Minihane
---------------------- -------------------------------------------
Peter J. Minihane, Executive Vice President,
Chief Financial Officer and Treasurer
10
<PAGE> 1
EXHIBIT 11.0
MICROCOM, INC.
CALCULATION OF NET INCOME PER SHARE
FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994
(Unaudited)
<TABLE>
<CAPTION>
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
------------------ ----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net income ........................................................ $3,088 $1,385 $5,203 $2,561
====== ====== ====== ======
Reconciliation of average number of shares outstanding to
amount used in net income per share computation:
Weighted average number of shares outstanding ................... 15,225 10,720 13,409 10,648
Assumed exercise of stock options ............................... 1,298 881 1,205 744
------ ------ ------ ------
Weighted average number of shares outstanding,
as adjusted .................................................... 16,523 11,601 14,614 11,392
====== ====== ====== ======
Net income per share .............................................. $.19 $.12 $.36 $.22
==== ==== ==== ====
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 4,170
<SECURITIES> 36,724
<RECEIVABLES> 27,132
<ALLOWANCES> 257
<INVENTORY> 20,574
<CURRENT-ASSETS> 89,661
<PP&E> 16,111
<DEPRECIATION> 9,811
<TOTAL-ASSETS> 109,552
<CURRENT-LIABILITIES> 14,627
<BONDS> 0
<COMMON> 162
0
0
<OTHER-SE> 93,733
<TOTAL-LIABILITY-AND-EQUITY> 109,552
<SALES> 61,364
<TOTAL-REVENUES> 61,364
<CGS> 34,453
<TOTAL-COSTS> 34,453
<OTHER-EXPENSES> 20,472
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 318
<INCOME-PRETAX> 6,121
<INCOME-TAX> 918
<INCOME-CONTINUING> 5,203
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,203
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
