<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM 10-Q
---------------
(MARK ONE)
<TABLE>
<S> <C>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
</TABLE>
COMMISSION FILE NUMBER: 0-16114
------------------------
INACOM CORP
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 47-0681813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
10810 FARNAM, SUITE 200
OMAHA, NEBRASKA 68154
(Address of principal executive offices)
TELEPHONE NUMBER (402) 392-3900
------------------------
Indicate by check mark 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 twelve months, and (2) has been subject to such filing
requirements for the past ninety days:
Yes /X/ No / /
As of November 4, 1997 there were 14,563,482 common shares of the registrant
outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 27, DECEMBER 28,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 27,481 31,410
Accounts receivable, net.......................................................... 287,592 288,407
Inventories....................................................................... 486,199 386,592
Other current assets.............................................................. 11,485 5,889
------------- ------------
Total current assets............................................................ 812,757 712,298
------------- ------------
Other assets, net................................................................... 26,989 27,531
Cost in excess of net assets of business acquired, net of accumulated
amortization...................................................................... 77,977 48,646
Property and equipment, net......................................................... 86,366 59,125
------------- ------------
$ 1,004,089 847,600
------------- ------------
------------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................................. $ 547,185 406,753
Notes payable..................................................................... 88,500 140,770
Other current liabilities......................................................... 95,906 64,472
------------- ------------
Total current liabilities....................................................... 731,591 611,995
------------- ------------
Long-term debt...................................................................... 55,250 55,250
Other long-term liabilities......................................................... 3,000 3,525
Stockholders' equity:
Capital stock:
Class A preferred stock of $1 par value.
Authorized 1,000,000 shares; none issued...................................... -- --
Common stock of $.10 par value. Authorized 30,000,000 shares; issued 11,563,482
in 1997 and 10,850,008 shares in 1996......................................... 1,157 1,085
Additional paid-in capital...................................................... 116,301 98,153
Retained earnings............................................................... 96,790 77,607
------------- ------------
214,248 176,845
Less:
Unearned restricted stock....................................................... -- (15)
------------- ------------
Total stockholders' equity...................................................... 214,248 176,830
------------- ------------
$ 1,004,089 847,600
------------- ------------
------------- ------------
</TABLE>
2
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THIRTEEN WEEKS THIRTY-NINE WEEKS
ENDED ENDED
----------------------- ----------------------
SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28,
1997 1996 1997 1996
------------ --------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Computer products............................................ $ 921,361 713,432 2,579,066 2,029,739
Computer services............................................ 65,634 34,952 173,872 93,292
Communications products and services......................... 26,339 21,068 74,300 58,362
------------ --------- ---------- ----------
1,013,334 769,452 2,827,238 2,181,393
------------ --------- ---------- ----------
Direct costs:
Computer products............................................ 871,014 671,588 2,436,639 1,913,579
Computer services............................................ 16,921 7,971 45,301 23,521
Communications products and services......................... 20,037 16,766 57,819 45,852
------------ --------- ---------- ----------
907,972 696,325 2,539,759 1,982,952
------------ --------- ---------- ----------
Gross margin................................................... 105,362 73,127 287,479 198,441
Selling, general and administrative expenses................... 85,633 60,185 233,304 163,014
------------ --------- ---------- ----------
Operating income............................................... 19,729 12,942 54,175 35,427
Interest expense............................................... 7,489 4,398 21,673 14,317
------------ --------- ---------- ----------
Earnings before income tax..................................... 12,240 8,544 32,502 21,110
Income tax expense............................................. 5,011 3,503 13,319 8,655
------------ --------- ---------- ----------
Net earnings................................................... $ 7,229 5,041 19,183 12,455
------------ --------- ---------- ----------
------------ --------- ---------- ----------
Earnings per share
Primary...................................................... $ .61 .48 1.65 1.20
Fully diluted................................................ $ .55 .43 1.49 1.14
------------ --------- ---------- ----------
------------ --------- ---------- ----------
Common shares and equivalents outstanding
Primary.................................................... 11,800 10,500 11,600 10,400
Fully diluted.............................................. 14,100 12,800 13,900 11,400
------------ --------- ---------- ----------
------------ --------- ---------- ----------
</TABLE>
3
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
ENDED
----------------------
SEPT. 27, SEPT. 28,
1997 1996
----------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings............................................................................ $ 19,183 12,455
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization......................................................... 22,230 15,535
Increase in accounts receivable....................................................... (71,280) (78,674)
Increase in inventories............................................................... (88,071) (25,022)
Increase in other current assets...................................................... (3,897) (575)
Increase in accounts payable.......................................................... 113,726 11,281
Decrease in other long-term liabilities............................................... (536) --
Increase in other current liabilities................................................. 6,673 23,978
----------- ---------
Net cash used in operating activities............................................... (1,972) (41,022)
----------- ---------
Cash flows from investing activities:
Additions to property and equipment..................................................... (41,091) (18,678)
Proceeds from notes receivable.......................................................... (71) (272)
Business combinations................................................................... (7,550) --
Increase in other assets................................................................ (2,260) (22,926)
----------- ---------
Net cash used in investing activities............................................... (50,972) (41,876)
----------- ---------
Cash flows from financing activities:.....................................................
Proceeds from receivables sold.......................................................... 100,000 --
(Payments of)proceeds from short-term debt.............................................. (52,270) 35,651
Payments of long-term debt.............................................................. -- (6,667)
Proceeds from sale of convertible subordinated debentures............................... -- 55,250
Proceeds from exercise of stock options................................................. 1,285 1,742
----------- ---------
Net cash provided by financing activities........................................... 49,015 85,976
----------- ---------
Net (decrease) increase in cash and cash equivalents...................................... (3,929) 3,078
Cash and cash equivalents, beginning of the period........................................ 31,410 20,690
----------- ---------
Cash and cash equivalents, end of the period.............................................. $ 27,481 23,768
----------- ---------
----------- ---------
</TABLE>
4
<PAGE>
INACOM CORP. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
The condensed and consolidated financial statements are unaudited and
reflect all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. The condensed
and consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto contained in the Company's
Annual Report to Stockholders incorporated by reference in the Company's Annual
Report on Form 10-K for the fiscal year ended December 28, 1996. The results of
operations for the nine months ended September 27, 1997 are not necessarily
indicative of the results for the entire fiscal year ending December 27, 1997.
2. ACCOUNTS RECEIVABLE
The Company has entered into an agreement to sell $200 million of accounts
receivable, with limited recourse, to an unrelated financial institution. The
agreement was initially entered into in June 1995 with respect to $100 million
of accounts receivable and was amended in January 1997 to sell an additional
$100 million of accounts receivable. New qualifying receivables are sold to the
financial institution as collections reduce previously sold receivables in order
to maintain a balance of $200 million sold receivables. On September 27, 1997,
$46.4 million of additional accounts receivable were designated to offset
potential obligations under limited recourse provisions; however, historical
losses on Company receivables have been substantially less than such additional
amount. On September 27, 1997, the interest rate was 6.05%.
3. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market and consist of computer hardware, software, voice and data equipment and
related materials.
4. EARNINGS PER COMMON SHARE
Primary earnings per share of common stock have been computed on the basis
of the weighted average number of shares of common stock outstanding after
giving effect to equivalent common shares from dilutive stock options. Fully
diluted earnings per share further assumes the conversion of the Company's
convertible subordinated debentures (issued in 1996) for the period they were
outstanding.
5. MARKETING DEVELOPMENT FUNDS
Primary vendors of the Company provide various incentives, in cash or credit
against obligations, for promoting and marketing their product offerings. The
funds or credits received are based on the purchases or sales of the vendor's
products and are earned through performance of specific marketing programs or
upon completion of objectives outlined by the vendors. Funds or credits earned
are applied to direct costs or selling, general and administrative expenses
depending on the objectives of the program. Funds or credits from the Company's
primary vendors typically range from 1% to 5% of purchases from these vendors.
6. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
For purposes of the condensed and consolidated statement of cash flows, the
Company considers cash and cash investments with a maturity of three months or
less to be cash equivalents.
5
<PAGE>
INACOM CORP. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (CONTINUED)
Interest and income taxes paid are summarized as follows (dollars in
thousands):
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Interest paid............................................................ $ 21,051 13,370
Income taxes paid........................................................ $ 10,062 3,526
--------- ---------
--------- ---------
</TABLE>
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This 10-Q report contains certain forward-looking statements and information
relating to Inacom that are based on the beliefs of Inacom management as well as
assumptions made by and information currently available to Inacom management.
Such statements reflect the current view of Inacom with respect to future events
and are subject to certain risks, uncertainties and assumptions, including the
business factors described in Inacom's current report on Form 8-K dated November
4, 1997. Should one or more of such risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as believed, estimated or expected.
RESULTS OF OPERATIONS
REVENUE
The following tables set forth, for the indicated periods, revenue by
classification and the mix of revenue:
<TABLE>
<CAPTION>
THIRTEEN WEEKS THIRTEEN WEEKS
ENDED ENDED
----------------------- ------------------------
SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28,
1997 1996 1997 1996
------------ --------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Computer products............................... $ 921,361 713,432 90.9% 92.8%
Computer services............................... 65,634 34,952 6.5 4.5
Communication products and services............. 26,339 21,068 2.6 2.7
------------ --------- ----- -----
Total......................................... $ 1,013,334 769,452 100.0% 100.0%
------------ --------- ----- -----
------------ --------- ----- -----
</TABLE>
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS THIRTY-NINE WEEKS
ENDED ENDED
------------------------ ------------------------
SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28,
1997 1996 1997 1996
------------ ---------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Computer products............................. $ 2,579,066 2,029,739 91.3% 93.0%
Computer services............................. 173,872 93,292 6.1 4.3
Communication products and services........... 74,300 58,362 2.6 2.7
------------ ---------- ----- -----
Total....................................... $ 2,827,238 2,181,393 100.0% 100.0%
------------ ---------- ----- -----
------------ ---------- ----- -----
</TABLE>
Revenues for the third quarter and first nine months of 1997 increased
$243.9 million or 31.7% and $645.8 million or 29.6% over the third quarter and
first nine months of 1996. Revenue growth resulted primarily from computer
product sales which increased $207.9 million or 29.1% and $549.3 million or
27.1% over the third quarter and first nine months of 1996, respectively.
Revenues from computer services increased $30.7 million or 87.8% and $80.6
million or 86.4% over the third quarter and first nine months of 1996,
respectively. Revenues from communication products and services increased $5.3
million or 25.0% and $15.9 or 27.3% over the third quarter and first nine months
of 1996, respectively.
Revenues increased primarily as a result of an increase in products shipped
directly to the end-user customer, overall industry growth and the acquisitions
completed by the Company during 1997. The increase in revenues related to the
acquisitions was approximately $38.0 million and $71.7 million over the third
quarter and first nine months of 1996, respectively. The increase in computer
product sales resulted primarily from an increase in sales through the
Company-owned business centers ($128.5 million or 41.4% and $242.1 million or
27.5% over the third quarter and first nine months of 1996, respectively) and
through
7
<PAGE>
an increase in sales through the independent reseller channel ($40.0 million or
9.7% and $191.4 million or 17.0% over the third quarter and first nine months of
1996, respectively).
Revenues from computer services increased as a result of increased sales
efforts for such service offerings, the inclusion of these services with
increasing computer product sales and the recent acquisitions completed by the
Company. The increase in computer services sales resulted primarily from an
increase in sales through the Company-owned business centers ($24.5 million or
94.0% and $63.9 million or 90.1% over the third quarter and first nine months of
1996, respectively). The increase in computer services revenues related to
acquisitions was approximately $8.1 million and $21.5 million over the third
quarter and first nine months of 1996, respectively. Revenues from communication
products and services increased as a result of broad based growth from the
communications product offerings.
GROSS MARGINS
The following tables set forth, for the indicated periods, gross margin and
gross margin percentages by classification:
<TABLE>
<CAPTION>
THIRTEEN WEEKS THIRTEEN WEEKS
ENDED ENDED
----------------------- ------------------------
SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28,
1997 1996 1997 1996
---------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Computer products.................................. $ 50,347 41,844 5.5% 5.9%
Computer services.................................. 48,713 26,981 74.2 77.2
Communication products and services................ 6,302 4,302 23.9 20.4
---------- ----------- --- ---
Total............................................ $ 105,362 73,127 10.4% 9.5%
---------- ----------- --- ---
---------- ----------- --- ---
</TABLE>
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS THIRTY-NINE WEEKS
ENDED ENDED
--------------------- ------------------------
SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28,
1997 1996 1997 1996
---------- --------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Computer products................................. $ 142,427 116,160 5.5% 5.7%
Computer services................................. 128,571 69,771 74.0 74.8
Communication products and services............... 16,481 12,510 22.2 21.4
---------- --------- --- ---
Total........................................... $ 287,479 198,441 10.2% 9.1%
---------- --------- --- ---
---------- --------- --- ---
</TABLE>
The increase in the Company's gross margin percentages for the third quarter
and first nine months of 1997 versus the same periods in 1996 was primarily a
result of the increase in mix of higher-margin computer services versus
lower-margin computer products. The decrease in gross margin percentage for
computer products resulted primarily from a decrease in the margin percentage on
computer product sales through the Company-owned business centers and the
independent reseller channel in the third quarter and first nine months of 1997
versus the same periods in 1996. The decrease in gross margin percentage for
computer services resulted primarily from an increase in the mix of services to
include more lower-margin technology procurement services versus higher-margin
support and systems integration services. The increase in gross margin
percentage for the communication products and services resulted from an increase
in mix of revenues to include more higher-margin long distance and non-product
services as compared to lower-margin communications products.
8
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (SG&A) expenses for the third quarter
and first nine months of 1997 increased $25.4 million or 42.3% and $70.3 million
or 43.1% over the third quarter and first nine months of 1996, respectively.
SG&A as a percent of revenue was 8.5% in the third quarter of 1997 versus 7.8%
in the third quarter of 1996, and 8.3% for the first nine months of 1997 versus
7.5% for the first nine months of 1996. The increase in spending and the related
increase in SG&A as a percent of revenues for the third quarter of 1997 versus
the third quarter of 1996 resulted primarily from the costs of handling the
increased computer services and communications revenues. The increase in
spending and the related increase in SG&A as a percent of revenues for the first
nine months of 1997 versus the first nine months of 1996 resulted primarily from
the costs of handling the increased computer services revenues. The Company
incurred additional costs during the third quarter and first nine months of 1997
related to integrating the acquisitions completed in the fourth quarter of 1996
and acquisitions completed in the first and second quarters of 1997. The
increase in SG&A related to acquisitions was approximately $7.9 million and
$17.0 million over the third quarter and first nine months of 1996,
respectively.
INTEREST EXPENSE
Interest expense for the third quarter and first nine months of 1997 was
$7.5 million and $21.7 million, respectively, versus interest expense for the
third quarter and first nine months of 1996 of $4.4 million and $14.3 million,
respectively. Interest expense increased primarily due to higher average daily
borrowings. Average daily borrowings for the third quarter and first nine months
of 1997 were $168.8 million and $135.1 million more than the average borrowings
for the third quarter and first nine months of 1996, respectively. The weighted
average borrowing rate for the third quarter of 1997 increased approximately 37
basis points over the third quarter of 1996 and nine basis points for the first
nine months of 1997 versus the first nine months of 1996. The increase in the
average daily borrowings resulted primarily from financing an increase in
accounts receivable resulting from the increase in revenues, and an increase in
inventory levels. The weighted average daily borrowing interest rate increased
for the third quarter and first nine months of 1997 primarily due to an increase
in LIBOR rates in 1997 versus 1996. (see "Liquidity and Capital Resources").
NET EARNINGS
The following tables set forth, for the indicated periods, net earnings by
classification and mix of net earnings:
<TABLE>
<CAPTION>
THIRTEEN WEEKS THIRTEEN WEEKS
ENDED ENDED
---------------------- ------------------------
SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28,
1997 1996 1997 1996
--------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Computer products................................... $ 2,883 2,105 39.8% 41.8%
Computer services................................... 3,401 2,507 47.1 49.7
Communication products and services................. 945 429 13.1 8.5
--------- ----- ----- -----
Total............................................. $ 7,229 5,041 100.0% 100.0%
--------- ----- ----- -----
--------- ----- ----- -----
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS THIRTY-NINE WEEKS
ENDED ENDED
---------------------- ------------------------
SEPT. 27, SEPT. 28, SEPT. 27, SEPT. 28,
1997 1996 1997 1996
--------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Computer products................................... $ 7,829 6,207 40.8% 49.8%
Computer services................................... 9,028 5,303 47.1 42.6
Communication products and services................. 2,326 945 12.1 7.6
--------- ----------- ----- -----
Total............................................. $ 19,183 12,455 100.0% 100.0%
--------- ----------- ----- -----
--------- ----------- ----- -----
</TABLE>
Net earnings for the quarter ending September 27, 1997 increased 43.3% to
$7.2 million compared with net earnings of $5.0 million for the third quarter of
1996. Net earnings per share for the third quarter of 1997 increased to $.55 per
fully diluted share from the $.43 per fully diluted share reported for the same
period in 1996. Net earnings for the first nine months of 1997 increased 54.0%
to $19.2 million compared with net earnings of $12.5 million for the first nine
months of 1996. Net earnings per share increased to $1.49 per fully diluted
share from the $1.14 per fully diluted share reported for the same period in
1996. This increase resulted from the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are provided through an inventory
and working capital financing agreement of $550.0 million (increased from $350.0
million as of June 27, 1997), convertible subordinated debentures of $55.25
million, and a revolving credit facility of $40.0 million. (See Part II, Item 5
with respect to recent sales of common stock and convertible subordinated
debentures)
The $550.0 million facility, which is provided by IBM Credit Corp. can be
used by the Company at its discretion, subject to a borrowing base, for its
working capital needs and inventory purchases. The inventory and working capital
financing agreement was amended in 1997 and expires June 29, 1998. On September
27, 1997, $288.2 million was outstanding under the inventory and working capital
financing agreement. Of this amount, $239.7 million was related to non-interest
bearing trade accounts payable. The balance of $48.5 million was related to
working capital with an interest rate of 7.4% based on three-month LIBOR. This
inventory and working capital financing agreement is secured by inventory and
other assets.
The $55.25 million 6% convertible subordinated debentures were issued in
June 1996 and are due June 15, 2006. The debentures are convertible into common
stock of the Company at a conversion price of $24.00 per share, subject to
adjustments under certain circumstances, beginning on September 19, 1996. The
debentures are not redeemable by the Company prior to June 16, 2000 and,
thereafter, the Company may redeem the debentures at various premiums to
principal amount. The debentures may also be redeemed at the option of the
holder if there is a Change in Control (as defined in the indenture) at a price
equal to 100% of the principal amount plus accrued interest at the date of
redemption.
The $40.0 million revolving credit facility agreement expires in February
1998. On September 27, 1997, $40.0 million was outstanding under the revolving
credit facility and the interest rate was 7.0% based on three-month LIBOR. The
revolving credit facility is secured by inventory and other assets.
The debt agreements contain certain restrictive covenants, including the
maintenance of minimum levels of working capital, tangible net worth,
limitations on incurring additional indebtedness and restrictions on the amount
of net loss the Company can incur. Certain covenants effectively limit the
amount of dividends which the Company may pay to the stockholders. The amount of
retained earnings on September 27, 1997 not restricted as to payments of cash
dividends under the most restrictive covenants in such agreements was
approximately $79.3 million. The Company was in compliance with the covenants
contained in the agreements on September 27, 1997.
10
<PAGE>
Long-term debt was 20.5% of total long-term debt and equity at September 27,
1997 versus 26.8% at September 28, 1996. The decrease was primarily a result of
the payment of $23.7 million of private placement notes (of which $6.8 million
were classified as long-term debt on September 28, 1996) which were previously
held by unaffiliated insurance companies, an increase in equity due to earnings,
and the issuance of additional shares of common stock.
The Company has entered into an agreement to sell $200 million of accounts
receivable, with limited recourse, to an unrelated financial institution. The
agreement was initially entered into in June 1995 with respect to $100 million
of accounts receivable and was amended in January 1997 to sell an additional
$100 million of accounts receivable. New qualifying receivables are sold to the
financial institution as collections reduce previously sold receivables in order
to maintain a balance of $200 million sold receivables. On September 27, 1997,
$46.4 million of additional accounts receivable were designated to offset
potential obligations under limited recourse provisions; however, historical
losses on Company receivables have been substantially less than such additional
amount. On September 27, 1997, the interest rate was 6.05%.
The Company occasionally uses derivative financial instruments to reduce
interest rate risk. The Company does not hold or issue derivative financial
instruments for trading purposes. On January 17, 1997 the Company entered into a
one-year interest rate swap agreement with an unrelated financial institution
which resulted in certain floating rate interest payment obligations becoming
fixed rate interest payment obligations at 5.82%. The principal amount of the
swap agreement was $100 million.
During the first nine months of 1997, the Company used $2.0 million of cash
in operations. Inventory increased by $88.1 million during the first nine months
with the increase being offset by an increase in accounts payable of $113.7
million. Accounts receivable also increased $71.3 million during the first nine
months of 1997. Inventory increased during the first nine months of 1997 as a
result of the Company taking advantage of certain major manufacturers inventory
incentive programs. Accounts payable increased as a result of the increase in
inventory levels and the Company taking advantage of extended accounts payable
payment terms with certain major manufacturers. Accounts receivable increased
during the first nine months primarily as a result of the increase in revenues
for the first nine months of 1997.
The Company used $51.0 million in cash for investing activities in the first
nine months of 1997. Cash of $41.1 million was used to purchase fixtures and
equipment and cash of $7.6 million was used for business combinations.
Net cash provided from financing activities for the first nine months of
1997 totaled $49.0 million, of which $100.0 million was provided from the sale
of accounts receivable. The financing proceeds were used to reduce short term
borrowings of $52.3 million.
The Company believes the funding expected to be generated from operations
and provided by the credit facilities existing at November 4, 1997 will be
sufficient to meet working capital and capital investment needs for the next
twelve months.
RECENT ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per share" which revises the calculation and presentation
provisions of Accounting Principals Board opinion 15 and related
interpretations. Statement No. 128 is effective for the Company's fiscal year
ending December 28, 1997. Retroactive application will be required. The Company
believes the adoption of Statement 128 will not have a significant effect on its
reported earnings per share.
11
<PAGE>
INACOM CORP. AND SUBSIDIARIES
PART II -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On November 4, 1997, the Company completed the sale of 3,000,000 shares of
common stock in an underwritten public offering at a price of $32.75 per share.
On the same date, the Company completed the sale of $75 million of convertible
subordinated debentures due November 1, 2004, more fully described below. The
net proceeds to the Company from the sale of the common stock and the debentures
were approximately $165,675,000. The underwriters in the public offering have an
overallotment option, exercisable within thirty days of October 29, 1997, to
purchase an additional 450,000 shares of common stock and an additional
$11,250,000 of convertible subordinated debentures.
The $75,000,000 4.5% convertible subordinated debentures were issued on
November 4, 1997 and are due November 1, 2004. The debentures are convertible
into common stock of the Company at a conversion price of $39.63 per share,
subject to adjustments under certain circumstances. The debentures are not
redeemable by the Company prior to November 1, 2001 and, thereafter, the Company
may redeem the debentures at various premiums to principal amount. The
debentures may also be redeemed at the option of the holder if there is a
Change-of-Control (as defined in the indenture) at a price equal to 100% of the
principal amount plus accrued interest at the date of redemption.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibit
<TABLE>
<C> <S>
12 Statement re: Ratio of Earnings to Fixed Charges
</TABLE>
b) Reports on Form 8-K
The Company filed a current report on Form 8-K dated November 4, 1997
reporting the sale of common stock and convertible subordinated debentures
described at Item 5 above.
12
<PAGE>
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 and by the
undersigned hereunto duly authorized.
<TABLE>
<S> <C> <C>
INACOM CORP.
By: /s/ DAVID C. GUENTHNER
-----------------------------------------
David C. Guenthner
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
</TABLE>
Dated this 11th day of November, 1997.
13
<PAGE>
EXHIBIT 12
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
ENDED
FISCAL YEAR ENDED DECEMBER --------------------
----------------------------------------------------- SEPT. 27, SEPT. 28,
1992 1993 1994 1995 1996 1997 1996
--------- --------- --------- --------- --------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) from continuing
operations......................... $ 10,734 $ 11,975 $ (2,256) $ 11,707 $ 18,733 $ 19,183 $ 12,455
Add provision for income taxes..... 7,225 7,718 (1,493) 8,126 12,986 13,319 8,655
--------- --------- --------- --------- --------- --------- ---------
17,959 19,693 (3,749) 19,833 31,719 32,502 21,110
Fixed Charges:
Interest........................... 7,964 8,596 12,031 14,635 20,405 21,673 14,317
Interest factor portion of
rentals.......................... 1,770 2,345 2,851 3,266 3,993 4,220 2,834
--------- --------- --------- --------- --------- --------- ---------
Total fixed charges.............. 9,734 10,941 14,882 17,901 24,398 25,893 17,151
--------- --------- --------- --------- --------- --------- ---------
Earnings before income taxes and
fixed charges...................... $ 27,693 $ 30,634 $ 11,133 $ 37,734 $ 56,117 $ 58,395 $ 38,261
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Ratio of earnings to fixed charges... 2.85 2.80 0.75 2.11 2.30 2.26 2.23
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-START> DEC-29-1996
<PERIOD-END> SEP-27-1997
<CASH> 27,481
<SECURITIES> 0
<RECEIVABLES> 287,592
<ALLOWANCES> 4,431
<INVENTORY> 486,199
<CURRENT-ASSETS> 812,757
<PP&E> 86,366
<DEPRECIATION> 74,491
<TOTAL-ASSETS> 1,004,089
<CURRENT-LIABILITIES> 731,591
<BONDS> 55,250
0
0
<COMMON> 1,157
<OTHER-SE> 213,091
<TOTAL-LIABILITY-AND-EQUITY> 1,004,089
<SALES> 2,827,238
<TOTAL-REVENUES> 2,827,238
<CGS> 2,539,759
<TOTAL-COSTS> 2,539,759
<OTHER-EXPENSES> 233,304
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,673
<INCOME-PRETAX> 32,502
<INCOME-TAX> 13,319
<INCOME-CONTINUING> 19,183
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,183
<EPS-PRIMARY> 1.65
<EPS-DILUTED> 1.49
</TABLE>
