INACOM CORP
8-K, 1999-02-03
PATENT OWNERS & LESSORS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                February 2, 1999
                Date of Report (Date of earliest event reported)



                                  InaCom Corp.
             (Exact name of registrant as specified in its charter)


              Delaware                   0-16114                47-0681813
           (State or other            (Commission             (IRS Employer
           jurisdiction of             File Number)         Identification No.)
           incorporation)


           10810 Farnam Drive, Omaha Nebraska                   68154
         (Address of principal executive offices)             (Zip Code)

                                 (402) 758-3900
               Registrant's telephone number, including area code
                                

                   ------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>


Item 5.   OTHER EVENTS.

             On  February  2,  1999,  InaCom  Corp.  ("InaCom"),  announced  its
earnings for its fiscal year and fourth  quarter ended December 26, 1998. A copy
of the InaCom press release dated February 2, 1999 is attached hereto as Exhibit
99.1 and incorporated herein by reference.

Item 7.      FINANCIAL STATEMENTS AND EXHIBITS.

             99.1     InaCom Press Release dated February 2, 1999.


<PAGE>


                                    SIGNATURE

         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 hereunto duly authorized.

                                               INACOM CORP.

February 2, 1999                               /s/ David C. Guenthner
                                            By:______________________
                                               David C. Guenthner
                                               Executive Vice President and
                                               Chief Financial Officer


<PAGE>


                                INDEX TO EXHIBITS

      Exhibit                               Description


         99.1     InaCom Press Release dated February 2, 1999.


FOR IMMEDIATE RELEASE
For more information contact:
John P. Lambrechts
Director, Investor Relations
(402) 758-3281

INACOM SETS REVENUE AND EARNINGS RECORDS FOR 1998

Services Revenue Increases 35 Percent in Fourth Quarter to $107 Million

     (OMAHA,  NEB.--February  2, 1999) - Inacom  Corp.(NYSE:ICO),  a Fortune 500
technology  services  company,  reported full year 1998 record  revenues of $4.3
billion, a nine percent increase over 1997 revenues of $3.9 billion.  Record net
earnings  of $42.6  million  or $2.26 a share,  increased  45  percent  and four
percent respectively, over prior-year net earnings of $29.5 million or $2.17 per
share.  Excluding a third-quarter 1998 charge related to an accounts  receivable
securitization,  net earnings for 1998 were $43.3 million or $2.30 per share, an
increase of 47 percent and six percent, respectively.

     Inacom reported fourth quarter 1998 net earnings of $10.7 million  compared
to net earnings of $10.3 million in the fourth quarter of 1997. Diluted earnings
per  share  for the  fourth  quarter  of 1998  were 55 cents  compared  64 cents
reported  in the fourth  quarter of 1997.  Revenues  were $1.1  billion  for the
fourth quarter of 1998, reaching prior year levels.

     "Inacom's  record  performance  in 1998 was led by strong revenue growth in
distributed  technology  infrastructure  solutions,"  said  Bill  L.  Fairfield,
President and Chief Executive Officer of Inacom. "Our strategic focus on growing
the  higher-margin  services  business resulted in a 41 percent increase in 1998
services revenues."

     "As  we  enter  1999,   Inacom  remains  committed  to  high  standards  of
performance  for our clients  which is expected to result in more  business from
existing  clients and new client  relationships,"  Fairfield  said. "The pending
merger with  Vanstar,  which is scheduled for  stockholder  vote on February 17,
exemplifies a major  investment in our vision to be the world's largest and most
reputable technology services company providing effective distributed technology
infrastructure solutions to clients worldwide."

     The services  business  showed strong revenue growth of 35 percent over the
fourth  quarter of 1997,  while product  revenues  decreased four percent in the
fourth  quarter of 1998  compared to the prior year.  In the products  business,
strong end-user demand and a 18 percent  increase in the direct  (company-owned)
side of the business was offset by a weakness in the reseller (indirect) market,
which declined 28 percent in the fourth quarter compared to the prior year.

     Gross margins in the fourth  quarter of 1998 rose to 10.3 percent  compared
to 9.2  percent in the third  quarter of 1998.  The  increase  resulted  from an
improvement  in revenue mix in the  product  segment to a higher  proportion  of
direct  business,  coupled  with  strong  revenue  growth  in the  higher-margin
services business. <PAGE>

     David C. Guenthner,  Inacom's  executive vice president and chief financial
officer said, "Our 1998 financial performance was very good given the transition
occurring in the industry  throughout the year. The industry  transition issues,
which were customer  driven,  have  benefited  Inacom.  Lower  inventory  levels
coupled  with  sound  asset  management  enabled us to reach  another  milestone
generating $54 million of cash flow from  operations  during the fourth quarter.
As a result, we were cash flow positive for all of 1998."

     "Inacom's strategy fulfills what IT professionals  worldwide are demanding:
an  independent  advocate  with an extensive  client  portfolio to draw upon for
proven expertise in distributed technology infrastructure  solutions," said Rick
Inatome,  Inacom  chairman of the board.  "The pending  merger with Vanstar will
enhance this position."

     This press release contains certain  forward-looking  statements  regarding
revenues,  margins,  earnings, growth rates, certain business trends and pending
business  combinations  based on certain  assumptions and information  currently
available  to  management.  Such  statements  are  subject to various  risks and
uncertainties,  including  those described in the Company's 1997 10-K Report and
the  Company's  1998 Form 10-Q Report for the period ended  September  26, 1998,
that could cause actual results to differ  materially from the results discussed
herein.

     Inacom Corp. is a leading single-source  provider of information technology
products and technology management services designed to enhance the productivity
of  information  systems  primarily  for Fortune 1000  clients.  Inacom offers a
comprehensive  range of  integrated  life  cycle  services  to manage the entire
technology  life  cycle.  Inacom  sells  its  products  and  services  through a
marketing network of company-owned business centers throughout the United States
that  focus  on  serving  large  corporations.  Inacom  also  has a  network  of
value-added  resellers  that  typically  have a  regional,  industry or specific
product focus.  Inacom has international  affiliations in Europe,  Asia, Central
and South America, the Caribbean,  the Middle East, Africa, Canada and Mexico to
satisfy the management needs of its multinational clients.  Inacom employs 5,600
people, including 3,100 technical professionals,  and is headquartered in Omaha,
NE.
                                     # # #
<PAGE>
<TABLE>

                          INACOM CORP. AND SUBSIDIARIES
                    Condensed and Consolidated Balance Sheets
                                   (Unaudited)
                    (Amounts in Thousands, Except Share Data)


                                                                                    December 26,      December 27,
                                                                                        1998              1997
                                                                                   ---------------  ------------------
                                                                                   ---------------  ------------------
                                     ASSETS
<S>                                                                                    <C>                 <C>                    
Current assets:
    Cash and cash equivalents                                                           $  54,416          $   52,592
    Accounts receivable, net                                                              408,052             252,067
    Inventories                                                                           267,775             429,362
    Other current assets                                                                   23,741              13,758
                                                                                   ---------------  ------------------
                                                                                   ---------------  ------------------
      Total current assets                                                                753,984             747,779
                                                                                   ---------------  ------------------
                                                                                   ---------------  ------------------

Other assets, net                                                                          39,105              34,502
Cost in excess of net assets of businesses acquired,
    net of accumulated amortization                                                       211,353              88,411
Property and equipment, net                                                                98,202              89,847
                                                                                   ---------------  ------------------
                                                                                   ===============  ==================
                                                                                       $1,102,644          $  960,539
                                                                                   ===============  ==================
                                                                                   ===============  ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                                    $ 369,492          $  409,513
    Notes payable                                                                          60,000               -    
    Other current liabilities                                                             102,711              80,280
                                                                                   ---------------  ------------------
                                                                                   ---------------  ------------------
      Total current liabilities                                                           532,203             489,793
                                                                                   ---------------  ------------------
                                                                                   ---------------  ------------------

Convertible subordinated debentures                                                       141,500             141,500
Other long-term liabilities                                                                 3,804               4,030

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 16,768,473 shares in 1998 and 14,825,049 in 1997                               1,677               1,482
    Additional paid-in capital                                                            275,050             216,671
    Retained earnings                                                                     149,647             107,063
                                                                                   ---------------  ------------------
                                                                                   ---------------  ------------------
                                                                                          426,374             325,216
    Less unearned restricted stock                                                        (1,237)               -    
                                                                                   ---------------  ------------------
                                                                                   ---------------  ------------------
      Total stockholders' equity                                                          425,137             325,216
                                                                                   ---------------  ------------------
                                                                                     $  1,102,644          $  960,539
                                                                                   ===============  ==================
</TABLE>




<PAGE>
<TABLE>

                          INACOM CORP. AND SUBSIDIARIES
               Condensed and Consolidated Statements of Operations
                                   (Unaudited)
                  (Amounts in Thousands, Except Per Share Data)

                                                           Thirteen Weeks Ended              Fifty-Two Weeks Ended
                                                       ------------------------------    ------------------------------
                                                        December 26,     December 27,     December 26,    December 27,
                                                            1998           1997               1998           1997
                                                       --------------- --------------    --------------- --------------
<S>                                                    <C>             <C>               <C>             <C>           
Revenues:
    Products                                                $ 949,715      $ 989,723         $3,879,334     $3,626,532
    Services                                                  107,300         79,341            379,091        269,770
                                                       --------------- --------------    --------------- --------------

                                                            1,057,015      1,069,064          4,258,425      3,896,302
                                                       --------------- --------------    --------------- --------------

Direct costs:
    Product                                                   882,213        935,447          3,647,653      3,419,366
    Services                                                   65,597         40,622            228,737        147,944
                                                       --------------- --------------    --------------- --------------

                                                              947,810        976,069          3,876,390      3,567,310
                                                       --------------- --------------    --------------- --------------

Gross margin                                                  109,205         92,995            382,035        328,992
Selling, general and administrative expenses                   83,042         68,275            275,953        250,097
                                                       --------------- --------------    --------------- --------------

Operating income                                               26,163         24,720            106,082         78,895
Financing expense, net (1)                                      8,100          7,351             33,785         29,024
                                                       --------------- --------------    --------------- --------------

Earnings before income taxes                                   18,063         17,369             72,297         49,871
Income tax expense                                              7,405          7,096             29,713         20,415
                                                       --------------- --------------    --------------- --------------

Net earnings (1)                                             $ 10,658       $ 10,273          $  42,584       $ 29,456
                                                       =============== ==============    =============== ==============

Earnings per share (1):
    Basic                                                    $   0.63       $   0.76           $   2.66       $   2.48
    Diluted                                                  $   0.55       $   0.64           $   2.26       $   2.17
                                                       =============== ==============    =============== ==============

Common shares and equivalents outstanding:
    Basic                                                      16,800         13,500             16,000         11,900
    Diluted                                                    21,300         17,400             20,700         14,600
                                                       =============== ==============    =============== ==============

</TABLE>


(1)  Includes the impact of a charge  under  Statement  of Financial  Accounting
Standards No. 125,  "Accounting for Transfers and Servicing of Financial  Assets
and   Extinguishments  of  Liabilities,"   related  to  an  accounts  receivable
securitization  in the third quarter of 1998. The pre-tax impact is $1.3 million
and the after-tax impact is $0.7 million, or $0.04 per diluted share in 1998.

(2) Certain prior period  amounts have been  reclassified  to conform to current
year presentation.





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