-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3lgC9iGX4PppVXFRCp42ArgspinvoTIK/VZiicQlfcg2UxMsbW7Y+u4ziB1kEd6 VLR4zPyKSNILgVM56mE1Rw== 0000892569-97-001102.txt : 19970508 0000892569-97-001102.hdr.sgml : 19970508 ACCESSION NUMBER: 0000892569-97-001102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970423 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970424 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: XIRCOM INC CENTRAL INDEX KEY: 0000883905 STANDARD INDUSTRIAL CLASSIFICATION: 3576 IRS NUMBER: 954221884 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19856 FILM NUMBER: 97586372 BUSINESS ADDRESS: STREET 1: 2300 CORPORATE CENTER DR CITY: THOUSAND OAKS STATE: CA ZIP: 91320 BUSINESS PHONE: 8053769300 MAIL ADDRESS: STREET 1: 2300 CORPORATE CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 8-K 1 FORM 8-K 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) 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" 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 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - - ------- ----------- 99.1 Press Release dated April 14, 1997 entitled "Xircom Announces Second Quarter 1997 Results" EX-99.1 2 PRESS RELEASE DATEE APRIL 14, 1997 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. 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 kcushing@xircom.com peggy_garcia@xircom.com http://www.xircom.com http://www.xircom.com 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. 4 XIRCOM, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share information)
Three months ended Six months ended March 31 March 31 --------------------- ----------------------- 1997 1996 1997 1996 ------- ------- -------- ------- 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%
5 XIRCOM, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
March 31, 1997 September 30, 1996 -------------- ------------------ (Unaudited) 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 ======== ========
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