XIRCOM INC
8-K, 1997-04-24
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934


                                 April 23, 1997
                Date of Report (Date of earliest event reported)



                                  XIRCOM, INC.
- - -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



   California                       0-19856                  95-4421884  
- - -----------------               ----------------         ------------------
(State or other                   (Commission             (I.R.S. Employer
jurisdiction of                   File Number)           Identification No.)
 incorporation)


                          2300 Corporate Center Drive
                          Thousand Oaks, CA 91320-1420
                    (Address of principal executive offices)


                                 (805) 376-9300
              (Registrant's telephone number, including area code)



                                 Not Applicable
             (Former name or address, if change since last report)

<PAGE>   2
Item 5.  Other Events.

         The purpose of this Form 8-K is to file a press release issued by
Xircom, Inc. on April 14, 1997 regarding the release of the Company's second
quarter 1997 results.  A copy of the press release is filed herewith as Exhibit
99.1 and is hereby incorporated by reference to this Item 5.

Item 7.  Financial Statements and Exhibits.

         (c)   Exhibits.

               99.1 -- Press Release dated April 14, 1997 entitled "Xircom 
                       Announces Second Quarter 1997 Results"

<PAGE>   3
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            XIRCOM, INC.



Dated:  April 23, 1997                      By: /s/ RANDALL H. HOLLIDAY 
                                            -----------------------------
                                                    Randall H. Holliday 
                                                    Secretary and General 
                                                    Counsel

<PAGE>   4
                               INDEX TO EXHIBITS



EXHIBIT
NUMBER               DESCRIPTION
- - -------              -----------
 99.1                Press Release dated April 14, 1997 entitled "Xircom
                     Announces Second Quarter 1997 Results"


<PAGE>   1
                                                                   EXHIBIT 99.1

XIRCOM ANNOUNCES SECOND QUARTER 1997 RESULTS
PC Card Net Sales of $57.1 Million are 43% Ahead of Last Year's Comparable
Period

THOUSAND OAKS, CALIF., APRIL 14, 1997 -- Xircom, Inc. (Nasdaq: XIRC) today
reported record net sales and earnings from its core PC Card business for the
second quarter of fiscal 1997 ended March 31, 1997.  Net sales of PC Card
products grew to $57.1 million, an increase of 43% over the second quarter of
1996, and income from PC Card operations were $4.9 million in the second
quarter, a 308% improvement over the $1.2 million recorded during the 1996
period.  Net sales of PC Card products for the first six months of fiscal 1997
totaled $113.4 million, an increase of 54% compared to $73.8 million last year,
while income from PC Card operations of $9.0 million is substantially higher
than the $0.8 million in the prior year.

         The Company also announced it's intention to divest Netaccess, Inc.,
its remote access subsidiary and, as a result, will now account for this
activity as a discontinued operation.  Until the divestiture of Netaccess is
complete, the core PC Card business will be reported separately as Continuing
Operations on the earnings statement, while the results of Netaccess will be
reflected on a single line item titled Discontinued Operations.  Net sales for
Netaccess were $4.1 million for the second quarter, a decrease of 24% compared
to the prior-year period and a decrease of 32% compared to the first quarter of
fiscal 1997.  For the six months of 1997, net sales for Netaccess were $10.1
million compared to $9.2 million last year.

         Earnings per share from continuing operations for the second quarter
of $0.22 far exceeds the $0.06 in 1996.  On a year-to-date basis, earnings per
share from continuing operations of $0.42 is a significant improvement over the
$0.04 during the first six months of last year.

         Average shares outstanding used in the per share calculation were
21,748,000 for the three months of this year versus 19,448,000 in 1996.  The
majority of the year-to-year increase is a result of new shares issued in
exchange for a $52 million equity investment made by Intel Corporation, which
was finalized during the second quarter of fiscal 1997.

<PAGE>   2
         "Our PC Card business experienced double-digit sales-out unit growth
in all three of our geographic regions," said Dirk Gates, chairman, president
and chief executive officer.  "This growth far exceeded the growth of notebook
PC shipments during the quarter, a clear indication that we continue to gain
market share in the PC Card space."

         In closing, Mr. Gates stated, "Unfortunately, Netaccess continues to
perform below expectations.  While we believe the market for Netaccess'
products will experience significant growth in the future, we also believe the
investment necessary to fully exploit the opportunity would be dilutive to our
efforts and distract from our primary strategy to maximize the growth and
profitability of our PC Card business.  We have, therefore, decided to divest
the Netaccess subsidiary and have engaged an independent financial advisor to
assist in the transaction.  We are currently in discussions with multiple
parties."

          XIRCOM CORPORATE BACKGROUND.  Founded in 1988, Xircom is the leading
manufacturer of PC Card communications products for connecting mobile and
remote portable computer users to corporate networks, the Internet, and other
online services from a wide variety of locations.  World Wide Web:
http://www.xircom.com


                             #          #         #


FOR MORE INFORMATION CONTACT:

Kristi Cushing, Investor Relations             Peggy Garcia, Public Relations
(805) 376-6968                                 (805) 376-6932
[email protected]                            [email protected]
http://www.xircom.com                          http://www.xircom.com

<PAGE>   3
Xircom is a registered trademark and Netaccess is a trademark of Xircom, Inc.
Other company or product names have been used for identification purposes only
and may be trademarks of their respective companies.

Xircom is headquartered in Thousand Oaks, Calif., and has regional offices in
Salem, N.H.; Antwerp, Belgium; and Singapore.  Sales: (800) 438- 4526.
Telephone: (805) 376-9300.  Fax: (805) 376-9311.

NOTICE TO READERS.  This news release contains forward-looking statements based
on current expectations that involve a number of risks and uncertainties which
could cause actual results to differ materially and include, but are not
limited to, market share gains in the PC Card market, growth in the remote
access market, and future earnings in the PC Card business.  Other additional
risks are described in the company's SEC reports on Form 10-Q for the quarters
ended March 31, 1997 (to be filed subsequent to this release), and December 31,
1996, as well as the report on Form 10-K for the fiscal year ended September
30, 1996.  Investor information may be found on Xircom's web site at
www.xircom.com or on the SEC's EDGAR electronic filing database.

<PAGE>   4
                                  XIRCOM, INC.

            CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  (In thousands, except per share information)

<TABLE>
<CAPTION>

                                                    Three months ended                 Six months ended                         
                                                         March 31                          March 31                             
                                                   ---------------------            -----------------------
                                                    1997          1996                1997           1996                  
                                                   -------       -------            --------        -------                  
<S>                                                <C>           <C>                  <C>            <C>                         
Net sales                                          $57,140       $39,978            $113,449        $73,783                  
Cost of sales                                       35,400        26,281              70,893         48,306                  
                                                   -------       -------            --------        -------                  
Gross profit                                        21,740        13,697              42,556         25,477                  
                                                                                                                             
Operating expenses:
                                                                                                          
   Research and development                          2,738         2,424               5,679          4,692                  
   Sales and marketing                              10,401         7,635              20,483         15,749                  
   General and administrative                        1,660         1,524               3,589          3,212                  
                                                   -------       -------            --------        -------                  
        Total operating expenses                    14,799        11,583              29,751         23,653                  
                                                   -------       -------            --------        -------                  
Operating income from continuing                                                                                             
  operations                                         6,941         2,114              12,805          1,824
Other income (expense), net                             34          (352)                 86           (631)                  
                                                   -------       -------            --------        -------                   
Income from continuing operations                                                                                            
  before income taxes                                6,975         1,762              12,891          1,193                  
Provision for income taxes                           2,092           564               3,867            430                  
                                                   -------       -------            --------        -------                  
Income from continuing operations                    4,883         1,198               9,024            763                  
                                                                                                                             
Discontinued operations:                                                                            
                         
  Operating income (loss), net of                                                                                         
    income taxes                                      (542)          175                (226)          (150)                  
                                                   -------       -------            --------        -------                   
Net income                                         $ 4,341       $ 1,373            $  8,798        $   613                  
                                                   =======       =======            ========        =======                  
Weighted average shares outstanding                 21,748        19,448              21,201         19,428                  

Net income (loss) per share:                                                                                                 

  Continuing operations                            $   .22       $   .06            $    .42        $   .04                  
  Discontinued operations                             (.02)          .01                  --           (.01)                  
                                                   -------       -------            --------        -------                   
  Net income                                       $   .20       $   .07            $    .42        $   .03                  
                                                                                                                             
- - ------------------------------------------------------------------------------------------------------------

Net sales                                           100.0%        100.0%              100.0%         100.0%                  

Gross profit                                         38.0%         34.3%               37.5%          34.5%                  
Research and development                              4.8%          6.1%                5.0%           6.4%                  
Sales and marketing                                  18.2%         19.1%               18.0%          21.3%                  
General and administrative                            2.9%          3.8%                3.2%           4.3%                  
                                                   -------       -------             -------        -------                  
                                                     25.9%         29.0%               26.2%          32.0%                  
Operating income from continuing                                                                                             
  operations                                         12.1%          5.3%               11.3%           2.5%                  
Income tax rate                                      30.0%         32.0%               30.0%          36.0%                  
Income from continuing operations                     8.5%          3.0%                8.0%           1.0%                  
                                                                                                                             
Net income                                            7.6%          3.4%                7.8%           0.8%                  
</TABLE>

<PAGE>   5
                                  XIRCOM, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                                                            
                                                          March 31, 1997      September 30, 1996                                
                                                          --------------      ------------------                                
                                                           (Unaudited)                                                          
<S>                                                       <C>                   <C>                                              
Current assets:                                                                                                                 
     Cash and cash equivalents                                $ 65,537              $ 21,377                                    
     Accounts receivable                                        49,408                25,006                                    
     Income tax receivable                                          --                 2,652                                    
     Inventories                                                16,680                13,771                                    
     Deferred income taxes                                       5,409                 5,409                                    
     Other current assets                                        2,643                 3,330                                    
                                                              --------              --------                                    
Total current assets                                           139,677                71,545                                    
Equipment and improvements, net                                 18,030                18,136                                    
Net assets of discontinued operations                           15,557                17,151                                    
Other assets                                                       390                   369                                    
                                                              --------              --------                                    
Total assets                                                  $173,654              $107,201                                    
                                                              ========              ========                                    
Current liabilities:                                                                                                            
     Notes payable to bank                                    $     --              $  5,100                                    
     Accounts payable                                           14,516                10,260                                    
     Accrued liabilities                                        18,304                18,986                                    
     Current portion of long-term obligations                    1,769                 1,422                                    
     Accrued income taxes                                        2,656                 1,066                                    
                                                              --------              --------                                    
Total current liabilities                                       37,245                36,834                                    
Long-term obligations                                            1,839                 1,860                                    
Deferred income taxes                                            2,904                 2,904                                    
                                                                                                                                
Shareholders' equity:                                                                                                           
     Common stock                                                   23                    20                                    
     Paid-in capital                                           140,483                83,221                                    
     Retained earnings (accumulated deficit)                    (8,840)              (17,638)                                   
                                                              --------              --------
Total shareholders' equity                                     131,666                65,603                                    
                                                              --------              --------                                    
Total liabilities and shareholders' equity                    $173,654              $107,201                                    
                                                              ========              ========                                    

</TABLE>






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