-----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, ArDxONOuXcBTJ5kVfzd1hDdY4Wgx+zASIKqgP3Y55af2B2QYwS9/Au5jASgJzXyy o6zbHylLSc5cZFeMAIukkg== 0001019056-98-000505.txt : 19980814 0001019056-98-000505.hdr.sgml : 19980814 ACCESSION NUMBER: 0001019056-98-000505 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL AMERICAN SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000818074 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 592814714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16207 FILM NUMBER: 98685999 BUSINESS ADDRESS: STREET 1: 16115 N W 52ND AVENUE CITY: MIAMI STATE: FL ZIP: 33014 BUSINESS PHONE: 3056218282 MAIL ADDRESS: STREET 1: 16115 NW 52ND AVENUE CITY: MIAMI STATE: FL ZIP: 33014 10-Q 1 FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 --OR-- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 1998 Commission File Number: 0-16207 ALL AMERICAN SEMICONDUCTOR, INC. (Exact name of registrant as specified in its charter) DELAWARE 59-2814714 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 16115 NORTHWEST 52ND AVENUE, MIAMI, FLORIDA 33014 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (305) 621-8282 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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No As of August 11, 1998, 19,863,895 shares (including 160,703 shares held by a wholly-owned subsidiary of the Registrant) of the common stock of All American Semiconductor, Inc. were outstanding. ================================================================================ ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES FORM 10-Q - INDEX Part Item Page No. No. Description No. - -------------------------------------------------------------------------------- I FINANCIAL INFORMATION: 1. Financial Statements Consolidated Condensed Balance Sheets at June 30, 1998 (Unaudited) and December 31, 1997................................ 1 Consolidated Condensed Statements of Income for the Quarters and Six Months Ended June 30, 1998 and 1997 (Unaudited).......... 2 Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 1998 and 1997 (Unaudited).............. 3 Notes to Consolidated Condensed Financial Statements (Unaudited)... 4 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................ 6 II OTHER INFORMATION: 6. Exhibits and Reports on Form 8-K................................... 9 SIGNATURES......................................................... 9 i ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
June 30 December 31 ASSETS 1998 1997 - -------------------------------------------------------------------------------------------- (UNAUDITED) Current assets: Cash .................................................... $ 128,000 $ 444,000 Accounts receivable, less allowances for doubtful accounts of $1,325,000 and $1,166,000 ................. 35,131,000 32,897,000 Inventories ............................................. 66,957,000 67,909,000 Other current assets .................................... 2,697,000 2,074,000 ------------- ------------- Total current assets .................................. 104,913,000 103,324,000 Property, plant and equipment - net ....................... 4,517,000 4,779,000 Deposits and other assets ................................. 2,956,000 3,157,000 Excess of cost over fair value of net assets acquired - net 1,108,000 1,026,000 ------------- ------------- $ 113,494,000 $ 112,286,000 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY - -------------------------------------------------------------------------------------------- Current liabilities: Current portion of long-term debt ....................... $ 319,000 $ 304,000 Accounts payable and accrued expenses ................... 38,644,000 39,154,000 Income taxes payable .................................... 433,000 389,000 Other current liabilities ............................... 170,000 169,000 ------------- ------------- Total current liabilities ............................. 39,566,000 40,016,000 Long-term debt: Notes payable ........................................... 39,311,000 39,084,000 Subordinated debt ....................................... 6,207,000 6,293,000 Other long-term debt .................................... 1,208,000 1,219,000 ------------- ------------- 86,292,000 86,612,000 ------------- ------------- Commitments and contingencies Shareholders' equity: Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued ............................... -- -- Common stock, $.01 par value, 40,000,000 shares authorized, 19,863,895 and 20,353,894 shares issued,19,863,895 shares outstanding .................. 199,000 199,000 Capital in excess of par value .......................... 25,588,000 25,588,000 Retained earnings ....................................... 1,866,000 338,000 Treasury stock, at cost, 180,295 shares ................. (451,000) (451,000) ------------- ------------- 27,202,000 25,674,000 ------------- ------------- $ 113,494,000 $ 112,286,000 ============= =============
See notes to consolidated condensed financial statements 1
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) QUARTERS SIX MONTHS PERIODS ENDED JUNE 30 1998 1997 1998 1997 - --------------------------------------------------------------------------------------------- NET SALES ................ $ 62,981,000 $ 68,131,000 $ 126,511,000 $ 130,370,000 Cost of sales ............ (48,426,000) (52,935,000) (97,846,000) (101,034,000) ------------- ------------- ------------- ------------- Gross profit ............. 14,555,000 15,196,000 28,665,000 29,336,000 Selling, general and administrative expenses (11,689,000) (12,846,000) (23,792,000) (25,259,000) ------------- ------------- ------------- ------------- INCOME FROM OPERATIONS ... 2,866,000 2,350,000 4,873,000 4,077,000 Interest expense ......... (1,094,000) (1,259,000) (2,192,000) (2,456,000) ------------- ------------- ------------- ------------- INCOME BEFORE INCOME TAXES 1,772,000 1,091,000 2,681,000 1,621,000 Income tax provision ..... (762,000) (469,000) (1,153,000) (697,000) ------------- ------------- ------------- ------------- NET INCOME ............... $ 1,010,000 $ 622,000 $ 1,528,000 $ 924,000 ============= ============= ============= ============= Earnings per share: Basic and diluted ...... $ .05 $ .03 $ .08 $ .05 ===== ===== ===== =====
See notes to consolidated condensed financial statements 2
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30 1998 1997 - --------------------------------------------------------------------------------------- Cash Flows Provided By (Used For) Operating Activities ... $ (162,000) $ 3,449,000 ----------- ----------- Cash Flows From Investing Activities: Acquisition of property and equipment .................... (189,000) (120,000) Increase in other assets ................................. (67,000) (13,000) ----------- ----------- Cash flows used for investing activities ............. (256,000) (133,000) ----------- ----------- Cash Flows From Financing Activities: Net borrowings (repayments) under line of credit agreement 247,000 (3,504,000) Repayments of notes payable .............................. (145,000) (144,000) Net proceeds from issuance of equity securities .......... -- 15,000 ----------- ----------- Cash flows provided by (used for) financing activities 102,000 (3,633,000) ----------- ----------- Decrease in cash ......................................... (316,000) (317,000) Cash, beginning of period ................................ 444,000 525,000 ----------- ----------- Cash, end of period ...................................... $ 128,000 $ 208,000 =========== =========== Supplemental Cash Flow Information: Interest paid ............................................ $ 2,040,000 $ 2,320,000 =========== =========== Income taxes paid (refunded) - net ....................... $ 1,111,000 $ (383,000) =========== ===========
See notes to consolidated condensed financial statements 3 ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) ================================================================================ 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited Consolidated Condensed Financial Statements include all adjustments (consisting of normal recurring accruals or adjustments only) necessary to present fairly the financial position at June 30, 1998, and the results of operations and the cash flows for all periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for the entire year. For a summary of significant accounting policies (which have not changed from December 31, 1997) and additional financial information, see the Company's Annual Report on Form 10-K for the year ended December 31, 1997, including the consolidated financial statements and notes thereto which should be read in conjunction with these financial statements. EARNINGS PER SHARE The following average shares were used for the computation of basic and diluted earnings per share:
Quarters Six Months PERIODS ENDED JUNE 30 1998 1997 1998 1997 - --------------------------------------------------------------------------------------------------- Basic........................... 19,683,600 19,673,600 19,683,600 19,669,489 Diluted......................... 20,279,532 19,686,277 20,217,534 19,691,161
2. LONG-TERM DEBT Outstanding borrowings at June 30, 1998 under the Company's $100 million line of credit facility aggregated $39,247,000. In July 1998, subsequent to the balance sheet date, the Company's credit facility was amended whereby certain financial covenants were modified. 3. OPTIONS During the quarter ended June 30, 1998, no stock options were granted by the Company. During the quarter ended March 31, 1998, the Company granted an aggregate of 195,000 stock options to 31 individuals pursuant to the Employees', Officers', Directors' Stock Option Plan, as previously amended and restated. These options have an exercise price of $1.44 per share and generally vest over a five-year period and are exercisable over a six-year period. During the six months ended June 30, 1998, 33,750 stock options were canceled at exercise prices ranging from $1.00 to $1.44 per share. 4. ACQUISITIONS In connection with the December 29, 1995 acquisitions of all of the capital stock of Added Value Electronics Distribution, Inc. and A.V.E.D.-Rocky Mountain, Inc. (collectively the "Added Value Companies"), the Company is currently obligated to pay approximately $107,000 of additional consideration to certain of the selling stockholders of the Added Value Companies since the aggregate value of the shares of the Company's common stock issued to certain of the selling stockholders of the Added Value Companies did not, by June 30, 1998, appreciate in the aggregate by $107,000. The additional consideration is included in excess of cost over fair value of net assets acquired in the 4 ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) ================================================================================ accompanying Consolidated Condensed Balance Sheet as of June 30, 1998. The Company has not included in excess of cost over fair value of net assets acquired as of June 30, 1998 approximately $159,000 of additional consideration that would have been payable to another selling stockholder of the Added Value Companies since such additional consideration has been applied by the Company to partially satisfy certain claims alleged by the Company against such selling stockholder arising with respect to the transaction with the Added Value Companies. 5. MERGER The Company has signed a letter of intent ("LOI") dated June 21, 1998 with Reptron Electronics, Inc. ("Reptron"). The LOI memorializes the nonbinding understanding between the Company and Reptron regarding the merger of Reptron's distribution operations with the Company (the "Merger"). The merged businesses will be conducted in a wholly-owned subsidiary of Reptron dedicated to the distribution activities of the combined businesses. The transaction is subject to the execution of a definitive agreement and plan of merger and thereafter, among other conditions, compliance with the Hart-Scott-Rodino Antitrust Act, the filing and effectiveness of a registration statement with the Securities and Exchange Commission, completion of certain due diligence items and approval of the shareholders of each of the Company and Reptron. If all of the conditions are satisfied and if the Merger becomes effective, the Company's shareholders will receive .2222 shares of fully paid and nonassessable shares of common stock, $.01 par value, of Reptron for each issued and outstanding share of common stock, $.01 par value, of the Company. The transaction is expected to close around October 1998 and be accounted for as a pooling of interests and a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986. 5 ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ================================================================================ All American Semiconductor, Inc. and its subsidiaries (the "Company") is a national distributor of electronic components manufactured by others. The Company distributes a full range of semiconductors (active components), including transistors, diodes, memory devices and other integrated circuits, as well as passive components, such as capacitors, resistors, inductors and electromechanical products, including cable, switches, connectors, filters and sockets. These products are sold primarily to original equipment manufacturers ("OEMs") in a diverse and growing range of industries, including manufacturers of computers and computer-related products, satellite and communications products, consumer goods, robotics and industrial equipment, defense and aerospace equipment and medical instrumentation. The Company also sells products to contract electronics manufacturers who manufacture products for companies in all electronics industry segments. Through the Aved Memory Products and Aved Display Technologies divisions of its subsidiary, Aved Industries, Inc., the Company also designs and has manufactured under the label of its subsidiary's divisions, certain board level products including memory modules and flat panel display driver boards. These products are also sold to OEMs. RESULTS OF OPERATIONS Net sales for the quarter and six months ended June 30, 1998 were $63.0 million and $126.5 million, representing a 7.6% and 3.0% decrease from net sales of $68.1 million and $130.4 million for the same periods of 1997. The decreases in net sales were attributable to market conditions and the continued decline in unit prices on certain products. The decline in unit prices more than offset an increase in volume. Gross profit was $14.6 million and $28.7 million for the second quarter and first six months of 1998, compared to $15.2 million and $29.3 million for the same periods of 1997. The decreases were due to the decrease in net sales. Gross profit margins as a percentage of net sales were 23.1% and 22.7% for the second quarter and first six months of 1998 compared to 22.3% and 22.5% for the second quarter and first six months of 1997. The gross profit margins for the 1998 periods reflected a fewer number of low margin, large volume transactions as compared to the same periods of 1997 as well as continued changes in the Company's product mix. Management expects downward pressure on gross profit margins in the future. Selling, general and administrative expenses ("SG&A") was $11.7 million for the second quarter of 1998 compared to $12.8 million for the second quarter of 1997. SG&A for the first half of 1998 was $23.8 million compared to $25.3 million for the first six months of 1997. The decreases reflect the continued benefits of the Company's expense control programs. SG&A as a percentage of net sales improved to 18.6% and 18.8% for the second quarter and six months ended June 30, 1998, from 18.9% and 19.4% for the same periods of 1997. The improvement in SG&A as a percentage of net sales reflects the decrease in SG&A in absolute dollars which more than offset the impact of the reduction in net sales. With its present infrastructure, including the Company's excess plant capacity, the Company believes that it can support higher sales without a significant increase in fixed costs. This should result in improved operating efficiencies and greater economies of scale in the future if the Company succeeds in increasing its sales volume. SG&A in absolute dollars and as a percentage of net sales may increase in the near term. Income from operations increased to $2.9 million for the second quarter of 1998, compared to $2.4 million for the second quarter of 1997. For the six months ended June 30, 1998, income from operations increased to $4.9 million, compared to $4.1 million for the same period of 1997. The increases in income from operations were attributable to the benefits derived from the Company's cost control programs and improved operating efficiencies as well as the decrease in SG&A in both absolute dollars and as a percentage of net sales. 6 ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ================================================================================ Interest expense was $1.1 million and $2.2 million for the second quarter and first half of 1998, as compared to $1.3 million and $2.5 million for the same periods of 1997. The decrease in the second quarter and first six months of 1998 as compared to the 1997 periods resulted from lower average borrowings. Net income was $1.0 million ($.05 per share) and $1.5 million ($.08 per share) for the quarter and six months ended June 30, 1998, compared to $622,000 ($.03 per share) and $924,000 ($.05 per share) for the same periods of 1997. The increase in earnings reflects the improved operating efficiencies combined with a reduction in interest expense which offset the decrease in net sales. LIQUIDITY AND CAPITAL RESOURCES Working capital at June 30, 1998 increased to $65.3 million from working capital of $63.3 million at December 31, 1997. The current ratio was 2.65:1 at June 30, 1998, as compared to 2.58:1 at December 31, 1997. The increases in working capital and the current ratio were primarily due to an increase in accounts receivable and a decrease in accounts payable. These changes more than offset a decrease in inventory. Accounts receivable levels at June 30, 1998 were $35.1 million, up from accounts receivable of $32.9 million at December 31, 1997, reflecting increased sales for June 1998 over December 1997. During the first quarter of 1998, as a result of the Company satisfying certain conditions, the Company's borrowing rate under its credit facility was decreased by one-quarter of one percent (.25%). In July 1998, subsequent to the balance sheet date, the Company's credit facility was amended whereby certain financial covenants were modified. At June 30, 1998, outstanding borrowings under this facility aggregated $39.2 million. The Company expects that its cash flows from operations and additional borrowings available under its credit facility will be sufficient to meet its current financial requirements over the next twelve months. The Company has signed a letter of intent ("LOI") dated June 21, 1998 with Reptron Electronics, Inc. ("Reptron"). The LOI memorializes the nonbinding understanding between the Company and Reptron regarding the merger of Reptron's distribution operations with the Company (the "Merger"). The merged businesses will be conducted in a wholly-owned subsidiary of Reptron dedicated to the distribution activities of the combined businesses. The transaction is subject to the execution of a definitive agreement and plan of merger and thereafter, among other conditions, compliance with the Hart-Scott-Rodino Antitrust Act, the filing and effectiveness of a registration statement with the Securities and Exchange Commission, completion of certain due diligence items and approval of the shareholders of each of the Company and Reptron. If all of the conditions are satisfied and if the Merger becomes effective, the Company's shareholders will receive .2222 shares of fully paid and nonassessable shares of common stock, $.01 par value, of Reptron for each issued and outstanding share of common stock, $.01 par value, of the Company. The transaction is expected to close around October 1998 and be accounted for as a pooling of interests and a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986. FORWARD-LOOKING STATEMENTS This Form 10-Q contains forward-looking statements (within the meaning of Section 21E. of the Securities Exchange Act of 1934, as amended), representing the Company's current expectations and beliefs concerning the Company's future performance and operating results, its products, services, markets and 7 ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ================================================================================ industry, and/or future events (including the contemplated Merger with Reptron) relating to or effecting the Company and its business and operations. When used in this Form 10-Q, the words "believes," "estimates," "plans," "expects," "intends," "anticipates," and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. The actual results or achievements of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties. Factors that could adversely affect the Company's future results, performance or achievements or the Merger with Reptron include, without limitation, the failure of the Company and Reptron to enter into a definitive agreement and plan of merger or thereafter, among other matters, the inability to obtain any required consents or approvals of governmental agencies, the shareholders of either company not approving the proposed Merger or Reptron being unable to refinance or otherwise retire the Company's revolving credit facility, the effectiveness of the Company's business and marketing strategies, timing of delivery of products from suppliers, the product mix sold by the Company, the Company's development of new customers, existing customer demand as well as the level of demand for products of its customers, availability of products from and the establishment and maintenance of relationships with suppliers, price competition for products sold by the Company, management of growth and expenses, the Company's ability to collect accounts receivable, price decreases on inventory that is not price protected, gross profit margins, availability and terms of financing to fund capital needs, the continued enhancement of telecommunication, computer and information systems, the achievement by the Company and its vendors and customers of Year 2000 compliance in a timely and cost efficient manner, the continued and anticipated growth of the electronics industry and electronic components distribution industry, the impact on certain of the Company's suppliers and customers of economic or financial turbulence in off-shore economies and/or financial markets, change in government tariffs or duties, a change in interest rates, the state of the general economy, and the other risks and factors detailed in this Form 10-Q and in the Company's other filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control. In many cases, the Company cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. 8 ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION ================================================================================ ITEM 6. Exhibits and Reports on Form 8-K (a) EXHIBITS 10.1 Amendment No. 3 to Loan and Security Agreement dated July 31, 1998. 11.1 Statement Re: Computation of Per Share Earnings (Unaudited). 27.1 Financial Data Schedule. (b) REPORTS ON FORM 8-K The Company did not file any reports on Form 8-K during the quarter ended June 30, 1998. ------------------------ 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 thereunto duly authorized. ALL AMERICAN SEMICONDUCTOR, INC. (Registrant) Date: August 13, 1998 /s/ PAUL GOLDBERG ------------------------------------------------- Paul Goldberg, Chairman of the Board (Duly Authorized Officer) Date: August 13, 1998 /s/ HOWARD L. FLANDERS ------------------------------------------------- Howard L. Flanders, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 9 EX-10.1 2 EXHIBIT 10.1 EXHIBIT 10.1 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT July 31, 1998 All American Semiconductor, Inc. 16115 Northwest 52nd Avenue Miami, Florida 33014 Attention: Chief Financial Officer Ladies and Gentlemen: Reference is made to the Loan and Security Agreement dated as of May 3, 1996 among Harris Trust and Savings Bank, as a Lender and as Administrative Agent for the Lenders, American National Bank and Trust Company of Chicago, as a Lender and as Collateral Agent for the Lenders and the other Lenders party thereto and All American Semiconductor, Inc., as amended to date (the "Loan Agreement"). Unless defined herein, capitalized terms used herein shall have the meanings provided for such terms in the Loan Agreement. Borrower has requested that Requisite Lenders agree to amend the Loan Agreement in order to modify certain financial covenants contained therein. Requisite Lenders have agreed to the foregoing on the terms and pursuant to the conditions provided herein. Therefore, the parties hereto hereby agree as follows: 1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as follows: (a) SECTION 8.12. Section 8.12 of the Loan Agreement is hereby amended by deleting therefrom the phrase "Three Million Two Hundred Thousand Dollars ($3,200,000) for any fiscal year" and inserting in its place the following phrase: "(i) Four Million Five Hundred Thousand Dollars ($4,500,000) for the 1998 fiscal year or (ii) Four Million Five Hundred Thousand Dollars ($4,500,000) for any fiscal year after the 1998 fiscal year." (b) SECTION 8.17. The table contained in Section 8.17 of the Loan Agreement is hereby amended and restated in its entirety, as follows:
"Period Amount ------- ------ Each three month period commencing on The actual Tangible Net March 31 and ending on the next succeeding Worth of the Designated June 29 (beginning with the period ending Companies as of the prior June 29, 1998) September 30, plus $1,500,000 Each three month period commencing on The actual Tangible Net June 30 and ending on the next succeeding Worth of the Designated September 29 (beginning with the period Companies as of the prior ending September 29, 1998) December 31, plus $750,000
Each three month period commencing on The actual Tangible Net September 30 and ending on the next Worth of the Designated succeeding December 30 (beginning with Companies as of the prior the period ending December 31, 1998) March 31, plus $750,000 Each three month period commencing on The actual Tangible Net December 31 and ending on the next Worth of the Designated succeeding March 30 (beginning with the Companies as of the prior period ending March 30, 1999) June 30, plus $1,000,000"
(c) SCOPE. This Amendment No. 3 to Loan and Security Agreement shall have the effect of amending the Loan Agreement and the other Financing Agreements as appropriate to express the agreements contained herein. In all other respects, the Loan Agreement and the other Financing Agreements shall remain in full force and effect in accordance with their respective terms. 2. CONDITIONS TO EFFECTIVENESS. This Amendment No. 3 to Loan and Security Agreement shall be effective immediately upon the execution hereof by Requisite Lenders, the acceptance hereof by each Borrower and each Guarantor, and the delivery hereof to the Administrative Agent, at 111 West Monroe Street, Chicago, Illinois 60603, Attention: Mr. William Kane, on or before July 31, 1998. Very truly yours, HARRIS TRUST AND SAVINGS BANK, as Administrative Agent and a Lender Pro Rata Share: 25% By:_______________________________________ Its:______________________________________ AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Collateral Agent and a Lender Pro Rata Share: 25% By:_______________________________________ Its:______________________________________ SANWA BUSINESS CREDIT CORPORATION, as a Lender Pro Rata Share: 12.5% By:_______________________________________ Its:______________________________________ -2- MERCANTILE BUSINESS CREDIT, INC., as a Lender Pro Rata Share: 12.5% By:_______________________________________ Its:______________________________________ THE BANK OF NEW YORK COMMERCIAL CORPORATION, as a Lender Pro Rata Share: 12.5% By:_______________________________________ Its:______________________________________ NATIONSBANK OF TEXAS, N.A., as a Lender Pro Rata Share: 12.5% By:_______________________________________ Its:______________________________________ Acknowledged and agreed to as of this 31st day of July, 1998. ALL AMERICAN SEMICONDUCTOR, INC. By:_______________________________________ Its:______________________________________ -3- ACKNOWLEDGMENT AND ACCEPTANCE OF GUARANTORS Each of the undersigned, in its capacity as a Guarantor of the Liabilities of Borrowers to Agents and Lenders under the Loan Agreement, hereby acknowledges receipt of the foregoing Amendment No. 3 to Loan and Security Agreement, accepts and agrees to be bound by the terms thereof, ratifies and confirms all of its obligations under the Master Corporate Guaranty executed by it and agrees that such Master Corporate Guaranty shall continue in full force and effect as to it, notwithstanding such amendment. Dated: July 31, 1998 Each of the Subsidiaries of All American Semiconductor, Inc. By:_______________________________________ Its:______________________________________ -4- EX-11.1 3 EXHIBIT 11.1
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES EXHIBIT 11.1 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS (UNAUDITED) QUARTERS SIX MONTHS PERIODS ENDED JUNE 30 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------------------ BASIC EARNINGS PER SHARE: Net Income................................. $ 1,010,000 $ 622,000 $ 1,528,000 $ 924,000 =============== =============== =============== =============== Weighted Average Shares Outstanding........ 19,683,600 19,673,600 19,683,600 19,669,489 =============== =============== =============== =============== Basic Earnings Per Share................... $ .05 $ .03 $ .08 $ .05 ====== ====== ====== ====== DILUTED EARNINGS PER SHARE: Net Income................................. $ 1,010,000 $ 622,000 $ 1,528,000 $ 924,000 =============== =============== =============== =============== Weighted Average and Dilutive Shares: Weighted average shares outstanding...... 19,683,600 19,673,600 19,683,600 19,669,489 Dilutive shares.......................... 595,932 12,677 533,934 21,672 --------------- --------------- --------------- --------------- 20,279,532 19,686,277 20,217,534 19,691,161 =============== =============== =============== =============== Diluted Earnings Per Share................. $ .05 $ .03 $ .08 $ .05 ====== ====== ====== ======
EX-27.1 4 FINANCIAL DATA SCHEDULE
5 The schedule contains summary financial information from the Registrant's consolidated condensed financial statements as of and for the six months ended June 30, 1998, and is qualified in its entirety by reference to such consolidated financial statements. 0000818074 ALL AMERICAN SEMICONDUCTOR, INC. 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 128 0 36,456 1,325 66,957 104,913 9,617 5,100 113,494 39,566 46,726 0 0 199 27,003 113,494 126,511 126,511 97,846 97,846 23,348 444 2,192 2,681 1,153 1,528 0 0 0 1,528 .08 .08
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