<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-Q
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(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JUNE 27, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-16114
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INACOM CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 47-0681813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10810 FARNAM, SUITE 200
OMAHA, NEBRASKA 68154
(Address of principal executive offices)
TELEPHONE NUMBER (402) 392-3900
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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 August 7, 1998, there were 16,740,261 common shares of the registrant
outstanding.
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<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 27, DECEMBER 27,
1998 1997
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................ $ 54,491 $ 52,592
Accounts receivable, net................. 343,404 252,067
Deferred income taxes.................... 8,120 6,327
Inventories.............................. 403,728 429,362
Other current assets..................... 13,017 7,431
---------- ------------
Total current assets................... 822,760 747,779
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Other assets, net.......................... 42,722 34,502
Cost in excess of net assets of businesses
acquired, net of accumulated
amortization............................. 203,764 88,411
Property and equipment, net................ 93,442 89,847
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$1,162,688 $960,539
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---------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................... $ 401,331 $409,513
Notes payable............................ 113,200 --
Income taxes payable..................... 3,964 5,908
Other current liabilities................ 97,477 74,372
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Total current liabilities.............. 615,972 489,793
---------- ------------
Convertible subordinated debentures........ 141,500 141,500
Other long-term liabilities................ 188 226
Deferred income taxes...................... 3,804 3,804
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
16,699,863 shares in 1998 and
14,825,049 in 1997................... 1,670 1,482
Additional paid-in capital............... 273,011 216,671
Retained earnings........................ 127,954 107,063
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402,635 325,216
Less unearned restricted stock........... (1,411) --
---------- ------------
Total stockholders' equity............. 401,224 325,216
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$1,162,688 $960,539
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</TABLE>
2
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------ --------------------------
JUNE 27, JUNE 28, JUNE 27, JUNE 28,
1998 1997 1998 1997
------------ ---------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Computer products........................................ $ 1,020,643 $ 884,952 $ 1,919,016 $ 1,657,705
Computer services........................................ 85,265 60,607 160,307 108,238
Communication products and services...................... 33,345 26,655 60,383 47,961
------------ ---------- ------------ ------------
1,139,253 972,214 2,139,706 1,813,904
------------ ---------- ------------ ------------
Direct costs:
Computer products........................................ 967,985 836,876 1,822,206 1,565,625
Computer services........................................ 50,108 32,740 92,719 60,393
Communication products and services...................... 28,044 21,583 49,628 37,782
------------ ---------- ------------ ------------
1,046,137 891,199 1,964,553 1,663,800
------------ ---------- ------------ ------------
Gross margin............................................... 93,116 81,015 175,153 150,104
Selling, general and administrative expenses............... 64,344 62,495 122,774 115,658
------------ ---------- ------------ ------------
Operating income........................................... 28,772 18,520 52,379 34,446
Interest expense........................................... 9,354 7,148 16,886 14,184
------------ ---------- ------------ ------------
Earnings before income taxes............................... 19,418 11,372 35,493 20,262
Income tax expense......................................... 8,011 4,663 14,602 8,308
------------ ---------- ------------ ------------
Net earnings............................................... $ 11,407 $ 6,709 $ 20,891 $ 11,954
------------ ---------- ------------ ------------
------------ ---------- ------------ ------------
Earnings per share:
Basic.................................................... $ 0.74 $ 0.59 $ 1.37 $ 1.07
Diluted.................................................. $ 0.62 $ 0.51 $ 1.15 $ 0.94
------------ ---------- ------------ ------------
------------ ---------- ------------ ------------
Common shares and equivalents outstanding:
Basic.................................................... 15,500 11,400 15,300 11,200
Diluted.................................................. 20,200 14,000 20,000 13,700
------------ ---------- ------------ ------------
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</TABLE>
3
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INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
----------------------
JUNE 27, JUNE 28,
1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net earnings............................................................................ $ 20,891 $ 11,954
Adjustments to reconcile net earnings to net cash used by operating activities:
Depreciation and amortization......................................................... 20,799 14,256
Changes in assets and liabilities, net of effects from business combinations:
Accounts receivable................................................................. (69,122) (55,200)
Inventories......................................................................... 28,942 (74,070)
Other current assets................................................................ (5,586) (2,599)
Accounts payable.................................................................... (23,979) 68,840
Other liabilities................................................................... 3,008 (7,756)
Income taxes........................................................................ (3,737) 566
---------- ----------
Net cash used by operating activities............................................. (28,784) (44,009)
---------- ----------
Cash flows from investing activities:
Business combinations................................................................... (55,846) (4,100)
Additions to property and equipment..................................................... (18,998) (19,836)
Investments in unconsolidated affiliates................................................ (10,304) --
(Advances of) receipts from notes receivable............................................ (1,530) 100
Other, including advances to affiliates................................................. 3,156 (12,085)
---------- ----------
Net cash used in investing activities............................................. (83,522) (35,921)
---------- ----------
Cash flows from financing activities:
Proceeds from receivables sold.......................................................... -- 100,000
Proceeds from (payments of) short-term debt............................................. 113,200 (20,770)
Proceeds from the exercise of employee stock options.................................... 1,005 10
---------- ----------
Net cash provided by financing activities......................................... 114,205 79,240
---------- ----------
Net increase in cash and cash equivalents................................................. 1,899 (690)
Cash and cash equivalents, beginning of the period........................................ 52,592 31,410
---------- ----------
Cash and cash equivalents, end of the period.............................................. $ 54,491 $ 30,720
---------- ----------
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</TABLE>
4
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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 for the fiscal year ended December 27, 1997 and
the Company's Annual Report on Form 10-K for the fiscal year ended December 27,
1997. The results of operations for the twenty-six weeks ended June 27, 1998 are
not necessarily indicative of the results for the entire fiscal year ending
December 26, 1998.
2. ACCOUNTS RECEIVABLE
On June 27, 1998, the Company had 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
were sold to the financial institution as collections reduced previously sold
receivables in order to maintain a balance of $200 million sold receivables.
Subsequent to the end of the second quarter, this agreement was terminated. On
July 1, 1998, the Company entered into a new agreement to sell up to $250
million of direct trade accounts receivable, with limited recourse, to another
unrelated financial institution. As with the previous agreement, new qualifying
receivables are sold to the financial institution as collections reduce
previously sold receivables.
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. DIRECT COSTS
In the first quarter of 1998, the Company changed the manner in which the
services business's labor costs are reported. The Company now classifies direct
costs of services personnel in direct costs; previously, such costs were
included in selling, general and administrative expenses. Prior periods have
been reclassified to conform with the current year's presentation.
5. EARNINGS PER SHARE
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 and convertible
subordinated debentures. Statement of Financial Accounting Standards (SFAS) No.
128 "Earnings Per Share", which is effective for periods ending after December
15, 1997, requires companies to present, both currently and retroactively, basic
earnings per share and diluted earnings per share instead of primary and
fully-diluted earnings per share. Accordingly, earnings per share for all
periods presented have been restated to apply the provisions of SFAS No. 128.
Diluted earnings per share, compared to basic earnings per share, includes an
increase to the numerator of $1.1 million and $2.1 million in the second quarter
and the first six month of 1998, respectively, and $0.5 million and $1.0 million
in the second quarter and first six months of 1997, respectively, for interest
expense that would not have
5
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INACOM CORP. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. EARNINGS PER SHARE (CONTINUED)
been incurred if the convertible subordinated debentures were converted to
common stock. Diluted earnings per share, compared to basic earnings per share,
also includes an increase to the denominator of 4.7 million shares in the second
quarter and first six months of 1998 and 2.6 million shares and 2.5 million
shares in the second quarter and the first six months of 1997, respectively, for
additional common shares that would have been outstanding if the convertible
subordinated debentures and certain stock options were exercised.
6. 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 vendors'
products and are earned through performance of specific marketing programs or
upon completion of objectives outlined by the vendors (see "Recent Events").
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 and/or sales.
7. BUSINESS COMBINATIONS
During the first six months of 1998, the Company consummated several
business combinations and made contingent payments in relation to business
combinations. The total consideration given for these business combinations,
including contingent payments based on certain performance criteria, was $55.8
million in cash and 1,729,259 shares of common stock. The business combinations
were accounted for as purchases and accordingly the condensed and consolidated
financial statements reflect the operations of the acquired entities since the
respective acquisition dates. If the above business combinations had occurred at
the beginning of the year, the pro forma operations of the Company would not
have been materially different than that reported in the accompanying condensed
and consolidated statement of operations.
6
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIS REPORT ON FORM 10-Q 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 CERTAIN BUSINESS FACTORS DESCRIBED IN INACOM'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 27, 1997 AND THOSE DESCRIBED
HEREIN UNDER RECENT EVENTS. 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.
RECENT EVENTS
The key vendors of the Company provide various incentives for promoting and
marketing their product offerings. The Company also participates in channel
assembly programs of major computer manufacturers, which reduce the Company's
inventory requirements. Information with respect to these matters is described
in the "Certain Business Factors" section of Inacom's 1997 10-K with respect to
"Impact of Vendor Incentive Funds", "Inventory Management Risk", and
"Build-to-Order Delivery Model". Beginning in May 1998, the major manufacturers
announced and/or instituted changes in their sales incentive programs and
inventory management programs. Pursuant to these changes, the major
manufacturers will (i) provide price protection for periods ranging from 2 to 4
weeks rather than the unlimited protection previously available, (ii) allow
product returns on average of 2% to 3% of product sales per quarter, rather than
the 5% of sales per quarter previously available, and (iii) provide incentives
based on sales of the manufacturers' products, rather than on purchases of the
products from the manufacturers. Further changes in these incentives could have
a material adverse effect on the Company's operating results.
RESULTS OF OPERATIONS
The following tables set forth, for the indicated periods, revenues, gross
margins, and net earnings and the mix of revenues, gross margins, and net
earnings of the Company segmented by the three main classifications:
SUMMARY OF OPERATING RESULTS
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------------------------------ --------------------------------------------------
JUNE 27, JUNE 28, JUNE 27, JUNE 28, JUNE 27, JUNE 28, JUNE 27, JUNE 28,
1998 1997 1998 1997 1998 1997 1998 1997
----------- --------- ----------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Computer products......... $ 1,020,643 $ 884,952 89.6% 91.1% $ 1,919,016 $ 1,657,705 89.7% 91.4%
Computer services......... 85,265 60,607 7.5 6.2 160,307 108,238 7.5 6.0
Communication products and
services................ 33,345 26,655 2.9 2.7 60,383 47,961 2.8 2.6
----------- --------- ----- ----- ----------- ----------- ----- -----
Total................. $ 1,139,253 $ 972,214 100.0% 100.0% $ 2,139,706 $ 1,813,904 100.0% 100.0%
----------- --------- ----- ----- ----------- ----------- ----- -----
----------- --------- ----- ----- ----------- ----------- ----- -----
</TABLE>
7
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<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------------------------------ --------------------------------------------------
JUNE 27, JUNE 28, JUNE 27, JUNE 28, JUNE 27, JUNE 28, JUNE 27, JUNE 28,
1998 1997 1998 1997 1998 1997 1998 1997
----------- --------- ----------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gross Margin:
Computer products......... $ 52,658 $ 48,076 56.5% 59.3% $ 96,810 $ 92,080 55.3% 61.3%
Computer services......... 35,157 27,867 37.8 34.4 67,588 47,845 38.6 31.9
Communication products and
services................ 5,301 5,072 5.7 6.3 10,755 10,179 6.1 6.8
----------- --------- ----- ----- ----------- ----------- ----- -----
Total................. $ 93,116 $ 81,015 100.0% 100.0% $ 175,153 $ 150,104 100.0% 100.0%
----------- --------- ----- ----- ----------- ----------- ----- -----
----------- --------- ----- ----- ----------- ----------- ----- -----
Net Earnings:
Computer products......... $ 4,724 $ 2,550 41.4% 38.0% $ 10,472 $ 4,883 50.1% 40.8%
Computer services......... 5,533 3,464 48.5 51.6 8,660 5,691 41.5 47.7
Communication products and
services................ 1,150 695 10.1 10.4 1,759 1,380 8.4 11.5
----------- --------- ----- ----- ----------- ----------- ----- -----
Total................. $ 11,407 $ 6,709 100.0% 100.0% $ 20,891 $ 11,954 100.0% 100.0%
----------- --------- ----- ----- ----------- ----------- ----- -----
----------- --------- ----- ----- ----------- ----------- ----- -----
</TABLE>
The following table sets forth, for the indicated periods, the gross margin
percentage of the three main classifications and the consolidated gross margin
percentage of the Company.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------ ------------------------
JUNE 27, JUNE 28, JUNE 27, JUNE 28,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Gross Margin:
Computer products...................................................... 5.2% 5.4% 5.0% 5.6%
Computer services...................................................... 41.2 46.0 42.2 44.2
Communication products and services.................................... 15.9 19.0 17.8 21.2
Consolidated Gross Margin............................................ 8.2% 8.3% 8.2% 8.3%
</TABLE>
REVENUES
Revenues for the second quarter and first six months of 1998 increased
$167.0 million or 17.2% and $325.8 million or 18.0% over the second quarter and
first six months of 1997, respectively. Revenue growth resulted from an increase
in all revenue components. Computer product sales increased $135.7 million or
15.3% and $261.3 million or 15.8% during the second quarter and first six months
of 1998, respectively, compared to the same periods in 1997. Revenues from
computer services increased $24.7 million or 40.7% and $52.1 million or 48.1%
during the second quarter and first six months of 1998, respectively, compared
to the same periods in 1997. Revenues from communication products and services
increased $6.7 million or 25.1% and $12.4 million or 25.9% during the second
quarter and first six months of 1998, respectively, compared to the same periods
in 1997.
Computer product revenues increased primarily as a result of an increase in
products shipped directly to the end-user, overall industry growth, and the
acquisitions completed by the Company-owned business centers. The increase in
computer product revenues related to acquisitions was approximately $28.5
million and $77.2 million in the second quarter and first six months of 1998
over the second quarter and first six months of 1997, respectively. The increase
in computer product sales resulted from an increase in sales through the
Company-owned business centers ($55.0 million or 13.0% and $169.6 million or
22.1% in the second quarter and first six months of 1998 over the second quarter
and first six months of 1997, respectively) and an increase in sales through the
independent reseller channel ($80.7 million or 17.4% and $91.7 million or 10.3%
in the second quarter and first six months of 1998 over the second quarter and
first six months of 1997, respectively).
8
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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 revenues related to acquisitions was
approximately $4.3 million and $13.2 million in the second quarter and first six
months of 1998 over the second quarter and first six months of 1997,
respectively. The increase in computer services sales resulted primarily from an
increase in sales through the Company-owned business centers ($23.1 million or
39.8% and $49.8 million or 48.7% in the second quarter and first six months of
1998 over the second quarter and first six months of 1997, respectively).
Revenues from communication products and services increased as a result of
growth in the independent reseller channel.
GROSS MARGINS
The Company's consolidated gross margin percentage decreased in the second
quarter and first six months of 1998 when compared to the same periods in 1997.
The decrease in gross margin percentage for computer products resulted primarily
from pricing pressures in the market in both the Company-owned business centers
and the independent reseller channel in the second quarter and first six months
of 1998 versus the same periods in 1997. The decrease in gross margin percentage
for computer services resulted from a change in the mix of services to include
less higher-margin technology integration services partially offset by an
increase in technology support services and a decrease in lower-margin
technology procurement services in both the second quarter and first six months
of 1998 when compared to the same periods in 1997. The decrease in gross margin
percentage for computer services is also attributable to the lower utilization
rates of services specialists hired in the second quarter and first six months
of 1998. The decrease in gross margin percentage for communication products and
services resulted from an increase in lower margin sales in the independent
reseller channel in both the second quarter and first six months of 1998 when
compared to the same periods in 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (SG&A) expenses for the second quarter
and first six months of 1998 increased $1.8 million or 3.0% and $7.1 million or
6.2% compared to the second quarter and first six months of 1997, respectively.
SG&A as a percent of revenues decreased to 5.7% in the second quarter and first
six months of 1998 versus 6.4% in the second quarter and first six months of
1997. This decrease in SG&A as a percentage of revenues resulted primarily from
efficiencies achieved in the costs of handling the increased product, services,
and communications revenues. The Company incurred additional costs during the
second quarter and first six months of 1998 related to the integration of
acquisitions completed in 1997 and in the first six months of 1998. The increase
in SG&A related to acquisitions was approximately $3.5 million and $10.1 million
in the second quarter and first six months of 1998, respectively, when compared
to the same periods in 1997.
INTEREST EXPENSE
Interest expense for the second quarter and first six months of 1998 was
$9.4 million and $16.9 million, respectively, versus interest expense of $7.1
million and $14.2 million in the second quarter and first six months of 1997,
respectively. Interest expense increased due to higher average daily borrowings
and the temporary use of more expensive financing during the transition to the
Company's new financing agreements. The increase in average daily borrowings was
partially offset by a decrease in the average daily-borrowing rate (excluding
the impact of the temporary financing). Average daily borrowings for the second
quarter and first six months of 1998 were $58.3 million and $63.7 million more
than the average borrowings for the second quarter and first six months of 1997,
respectively. The average daily-borrowing interest rate decreased approximately
23 basis points for the second quarter 1998 versus the second quarter of 1997
and 46 basis points for the first six months of 1998 versus the first six months
of 1997. The increase in the average daily borrowings resulted from financing an
increase in accounts receivable during both the
9
<PAGE>
second quarter and first six months of 1998 resulting from the increase in
revenues during these periods. Higher average inventory levels throughout the
second quarter and first six months of 1998 compared to the same periods in 1997
also contributed to the increase in average daily borrowings. The decrease in
the average daily-borrowing interest rate (excluding the impact of the temporary
financing) resulted primarily from the issuance of $86.25 million of 4.5%
convertible subordinated debentures in November 1997 (see "Liquidity and Capital
Resources").
NET EARNINGS
Net earnings for the quarter ended June 27, 1998 increased 70.0% to $11.4
million compared to net earnings of $6.7 million for the second quarter of 1997.
Share earnings for the second quarter of 1998 increased to $.62 per diluted
share from the $.51 per diluted share reported for the same period in 1997. Net
earnings for the first six months of 1998 increased 74.8% to $20.9 million
compared to net earnings of $12.0 million for the same period in 1997. Share
earnings for the first six months of 1998 increased to $1.15 per diluted share
from $.94 per diluted share reported for the same period in 1997. This increase
resulted from the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
In April 1998, the Company terminated its $550.0 million inventory and
working capital financing agreement with IBM Credit Corp. and its revolving
credit facility for $40.0 million with another unrelated financial institution.
These facilities were replaced by a senior secured revolving credit facility of
$200.0 million with another unrelated financial institution and a $400.0 million
non-interest bearing inventory financing agreement with IBM Credit Corp. for
only IBM products.
The Company's primary sources of liquidity are provided through the senior
secured revolving credit facility of $200.0 million and convertible subordinated
debentures of $141.5 million. The senior secured revolving credit facility was
entered into in April 1998 and expires April 2002. The revolving credit facility
is secured by certain inventory and assets of the Company with an interest rate
based on LIBOR.
On June 27, 1998, $113.2 million was outstanding under the senior secured
revolving credit facility with an interest rate of 7.2% based on 30-day LIBOR.
The $141.5 million of convertible subordinated debentures consists of $86.25
million of 4.5% convertible subordinated debentures issued in November 1997 and
$55.25 million of 6.0% convertible subordinated debentures issued in June 1996.
The 1997 debentures are due November 1, 2004 and are convertible into common
stock of the Company at a conversion rate of 25.235 shares per each $1,000
principal amount of debentures (equivalent to a conversion price of $39.63 per
share), subject to adjustments under certain circumstances. The 1997 debentures
are not redeemable by the Company prior to November 1, 2001; thereafter the
Company may redeem the debentures at various premiums to principal amount. The
1997 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 1996 debentures are due June 15, 2006 and are convertible into common
stock of the Company at a conversion price of $24.00 per share, subject to
adjustments under certain circumstances. The 1996 debentures are not redeemable
by the Company prior to June 16, 2000; thereafter the Company may redeem the
debentures at various premiums to principal amount. The 1996 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.
Long-term debt was 26.1% of total long-term debt and equity on June 27, 1998
versus 30.3% on December 27, 1997. The decrease was a result of an increase in
equity due to earnings and the issuance of additional shares of common stock.
10
<PAGE>
In July 1998, the Company terminated its 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
were sold to the financial institution as collections reduced previously sold
receivables in order to maintain a balance of $200 million sold receivables. On
July 1, 1998, the Company entered into a new agreement to sell up to $250
million of direct trade accounts receivable, with limited recourse, to another
unrelated financial institution. As with the previous agreement, new qualifying
receivables are sold to the financial institution as collections reduce
previously sold receivables.
The senior secured revolving credit facility and the asset securitization
facility entered into in July 1998 contain certain restrictive covenants,
including the maintenance of minimum levels of working capital and tangible net
worth, limitations on the amount of funded debt and interest expense,
limitations on incurring additional indebtedness, and restrictions on the amount
of dividends the Company can pay to stockholders. The Company was in compliance
with the covenants contained in the senior secured revolving credit facility as
of June 27, 1998.
The Company occasionally uses derivative financial instruments to limit the
effect of increases in the interest rates on certain floating-rate debt. The
Company does not hold or issue derivative financial instruments for trading
purposes. The Company currently has two separate one-year interest rate swap
agreements with an unrelated financial institution, which were entered into in
October 1997 and March 1998 and resulted in certain floating-rate interest
payment obligations becoming fixed-rate interest payment obligations both at
5.7% with an aggregate notional amount of $100 million covered under each
agreement. An interest rate swap agreement, which was entered into in January
1997 carrying a fixed-rate interest payment obligation at 5.8% with an aggregate
notional amount of $100 million, expired in January 1998. As a result of these
swap agreements, interest expense was increased by approximately $90 thousand
and $123 thousand in the second quarter and first six months of 1998,
respectively.
During the first six months of 1998, the Company used $28.8 million of cash
in operations. Inventory decreased by $28.9 million during the first six months
with a portion of the decrease offset by a decrease in accounts payable of $24.0
million. Accounts receivable increased $69.1 million during the first six months
of 1998. Inventory decreased during the first six months of 1998 as a result of
increased sales and the Company's efforts in managing its inventory levels.
Accounts payable decreased as a result of the decrease in inventory levels.
Accounts receivable increased as a result of the increase in revenues and
increased vendor receivables.
The Company used $83.5 million in cash for investing activities in the first
six months of 1998. Cash of $55.8 million was used for business combinations and
contingent payments related to business combinations. Cash of $19.0 million was
used to purchase fixtures and equipment and cash of $10.3 million was used to
make investments in unconsolidated affiliates.
Net cash provided from financing activities for the first six months of 1998
totaled $114.2 million, of which $113.2 million was provided from short-term
borrowings.
The Company believes the funding expected to be generated from operations
and provided by the credit facilities existing on August 1, 1998 will be
sufficient to meet working capital and capital investment needs in 1998.
RECENT ACCOUNTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 131 "Disclosures about
Segments of an Enterprise and Related Information", which requires reporting
certain information about operating segments in the financial statements and in
condensed financial statements of interim periods. The Company believes it will
be
11
<PAGE>
required to present segments similar to the current three main classifications
of computer products, computer services, and communication products and services
under Statement No. 131. This Statement is effective for the Company's fiscal
year ended December 26, 1998. Accordingly, disclosure will be in the Company's
year-end financial statements and subsequent interim periods as required.
Retroactive application will be required.
YEAR 2000 ISSUES
Many computer systems and software programs, including several used by the
Company require modification and conversion to allow date code fields to accept
dates beginning with the year 2000. The Company began preparing its
computer-based systems in 1996 and is in the final stages of implementing the
required changes to make the systems year 2000 compliant. All costs associated
with year 2000 compliance that have been incurred by the Company have been
expensed and have not been capitalized. The overall cost to the Company of
modifications and conversion for year 2000 compliance with relation to the
financial statements taken as a whole is not expected to be material. The
Company has been advised by a substantial majority of its vendors and suppliers
that a majority of their products are year 2000 compliant, can be upgraded to be
year 2000 compliant, or will not be affected by the year 2000 problem. The
Company's business could be adversely affected if the Company's computer-based
systems are not year 2000 compliant in a timely manner, the Company incurs
significant additional expenses pursuing year 2000 compliance, the Company's
vendors do not timely provide year 2000 compliant products, or the Company is
subject to warranty or other claims by the Company's clients related to product
failures caused by the year 2000 problem.
12
<PAGE>
INACOM CORP. AND SUBSIDIARIES
PART II--OTHER INFORMATION
ITEM 2. SALES OF UNREGISTERED SECURITIES
The Company acquired Office Products of Minnesota in June 1998 for
consideration including approximately $37.5 million in cash and 1,163,513 shares
of Common Stock; the business provides computer services and sales in the
Midwest. In connection with contingent payments related to the May 1997
acquisition of Bethco, Inc. and the December 1997 acquisition of Computer Biz,
Inc., the Company issued an aggregate of 110,616 shares of Common Stock in June
1998. The issuances of securities were exempt from registration under Section
4(2) of the Securities Act of 1933 and Regulation D thereunder for transactions
not involving a public offering.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
12 Statement re: Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter
ended June 27, 1998.
13
<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 August, 1998.
14
<PAGE>
EXHIBIT 12
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
FISCAL YEAR ENDED DECEMBER ------------------------
----------------------------------------------------- JUNE 27, JUNE 28,
1993 1994 1995 1996 1997 1998 1997
--------- --------- --------- --------- --------- ----------- -----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) from continuing
operations................................ $ 11,975 $ (2,256) $ 11,707 $ 18,733 $ 29,456 $ 11,407 $ 6,709
Add provision for income taxes............ 7,718 (1,493) 8,126 12,986 20,415 8,011 4,663
--------- --------- --------- --------- --------- ----------- -----------
19,693 (3,749) 19,833 31,719 49,871 19,418 11,372
Fixed Charges:
Interest.................................. 8,596 12,031 14,635 20,405 29,024 9,354 7,148
Interest factor portion of rentals........ 2,345 2,851 3,266 3,993 5,981 1,720 1,447
--------- --------- --------- --------- --------- ----------- -----------
Total fixed charges..................... 10,941 14,882 17,901 24,398 35,005 11,074 8,595
--------- --------- --------- --------- --------- ----------- -----------
Earnings before income taxes and fixed
charges................................... $ 30,634 $ 11,133 $ 37,734 $ 56,117 $ 84,876 $ 30,492 $ 19,967
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
Ratio of earnings to fixed charges.......... 2.80 0.75 2.11 2.30 2.42 2.75 2.32
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
<CAPTION>
TWENTY-SIX WEEKS ENDED
------------------------
JUNE 27, JUNE 28,
1998 1997
----------- -----------
<S> <C> <C>
Earnings (loss) from continuing
operations................................ $ 20,891 $ 11,954
Add provision for income taxes............ 14,602 8,308
----------- -----------
35,493 20,262
Fixed Charges:
Interest.................................. 16,886 14,184
Interest factor portion of rentals........ 3,311 2,631
----------- -----------
Total fixed charges..................... 20,197 16,815
----------- -----------
Earnings before income taxes and fixed
charges................................... $ 55,690 $ 37,077
----------- -----------
----------- -----------
Ratio of earnings to fixed charges.......... 2.76 2.20
----------- -----------
----------- -----------
</TABLE>
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-26-1998 DEC-27-1997
<PERIOD-START> DEC-28-1997 DEC-29-1996
<PERIOD-END> JUN-27-1998 JUN-28-1997
<CASH> 54,491 30,720
<SECURITIES> 0 0
<RECEIVABLES> 343,404 257,358
<ALLOWANCES> 4,676 3,970
<INVENTORY> 403,728 464,145
<CURRENT-ASSETS> 822,760 761,066
<PP&E> 93,442 69,674
<DEPRECIATION> 100,993 68,515
<TOTAL-ASSETS> 1,162,688 944,912
<CURRENT-LIABILITIES> 615,972 679,197
<BONDS> 141,500 55,250
0 0
0 0
<COMMON> 1,670 1,153
<OTHER-SE> 399,554 205,859
<TOTAL-LIABILITY-AND-EQUITY> 1,162,688 944,912
<SALES> 2,139,706 1,813,904
<TOTAL-REVENUES> 2,139,706 1,813,904
<CGS> 1,964,553 1,663,800
<TOTAL-COSTS> 1,964,553 1,663,800
<OTHER-EXPENSES> 122,774 115,658
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 16,886 14,184
<INCOME-PRETAX> 35,493 20,262
<INCOME-TAX> 14,602 8,308
<INCOME-CONTINUING> 20,891 11,954
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 20,891 11,954
<EPS-PRIMARY> 1.37 1.07
<EPS-DILUTED> 1.15 0.94
</TABLE>
