SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-21479
ALLSTAR SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 76-0515249
(State of Incorporation) (I.R.S. Employer Identification No.)
6401 Southwest Freeway
Houston, TX 77074
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (713) 795-2000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, $.01 Par Value
(Title of Class)
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. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing price of the Common Stock on March 17,
2000, as reported on NASDAQ Small Cap Market, was approximately $7,805,300.
The number of shares of Common Stock, $.01 Par Value, outstanding as of
March 17, 2000 was 4,060,525.
DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
PART I
Item 1. Business
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 RELATING TO
FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF THE COMPANY INCLUDING, BUT
NOT LIMITED TO, STATEMENTS CONTAINED IN ITEM 1. - "BUSINESS" ITEM 2. -
"PROPERTIES," ITEM 3. - "LEGAL PROCEEDINGS" AND ITEM 7. - "MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."
READERS ARE CAUTIONED THAT ANY STATEMENT THAT IS NOT A STATEMENT OF HISTORICAL
FACT, INCLUDING BUT NOT LIMITED TO, STATEMENTS WHICH MAY BE IDENTIFIED BY WORDS
INCLUDING, BUT NOT LIMITED TO, "ANTICIPATE," "APPEAR," "BELIEVE," "COULD,"
"ESTIMATE," "EXPECT" "HOPE," "INDICATE," "INTEND," "LIKELY," "MAY," "MIGHT,"
"PLAN," "POTENTIAL," "SEEK," "SHOULD," "WILL," "WOULD," AND OTHER VARIATIONS OR
NEGATIVE EXPRESSIONS THEREOF, ARE PREDICTIONS OR ESTIMATIONS AND ARE SUBJECT TO
KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. NUMEROUS FACTORS, INCLUDING FACTORS
WHICH THE COMPANY HAS LITTLE OR NO CONTROL OVER, MAY AFFECT THE COMPANY'S ACTUAL
RESULTS AND MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED
IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN. IN EVALUATING SUCH
STATEMENTS, READERS SHOULD CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS
ANNUAL REPORT ON FORM 10-K, INCLUDING MATTERS SET FORTH IN ITEM 1. "FACTORS
WHICH MAY AFFECT THE FUTURE RESULTS OF OPERATIONS," WHICH COULD CAUSE ACTUAL
EVENTS, PERFORMANCE OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH
STATEMENTS.
<PAGE>
GENERAL
Allstar Systems, Inc. is engaged in the business of providing its customers
with single-source solutions to their information and communications technology
needs. We market our products and services primarily in Texas from five
locations in the Houston, Dallas-Fort Worth, El Paso, Austin and San Antonio
metropolitan areas. Our customer base of approximately 2,800 accounts has been
comprised primarily of mid-sized customers and regional offices of larger
customers in commercial, educational and governmental sectors. In 1999, our
revenue was derived through four primary areas of business:
(1) IT Services has provided a variety of services related to the use of
information technology, including primarily: Consulting and project
management services related to networking. Supplemental IT technical
staffing. Computer equipment repair services and desktop computer and
application support.
(2) CTI Software, through a wholly owned subsidiary, Stratasoft, Inc., has
engaged in marketing its own software products for computer-telephony
integration, including products for call center and other high volume
calling applications.
(3) Computer Products has engaged in the business of selling a wide variety of
computer hardware and software products from over 600 manufacturers and
suppliers.
(4) Telecom Systems has engaged in the business of selling business telephone
systems, including large "PBX" systems and smaller "key" systems.
As discussed below in further detail in Item 1. "Recent Developments," we
recently sold certain key assets of, and the ongoing business operations of, our
Telecom Systems business and entered into an agreement to sell certain key
assets of, and the ongoing business operations of, our Computer Products
business.
INDUSTRY CHANGES
The market for information and communications technology products and
services has experienced tremendous growth over the past decade and the industry
has changed significantly as the market has grown and evolved. Reselling of
popular computing hardware and software products, and the support and
maintenance of such products, which was formerly an early stage high growth
industry sector, has now matured. Other information technology industry sectors,
such as consulting and project management related to Internet and Intranet
network infrastructure are still somewhat early stage industry sectors. Yet
other information technology industry sectors, such as consulting and project
management related to Web-enabled Supply Chain Management and Customer Resource
Management systems are in their infancy. As the information technology market
has evolved, both challenges and opportunities have been created for industry
participants.
Our Computer Products business, which has evolved from a business model
created in the early 1980's, has been struggling with numerous challenges
related to the evolution of the computer reselling industry. Major product
manufacturers have been changing their business models and their relationship
with the computer reseller community. Web-based product reselling and direct
selling by the major manufacturers is creating rapid change that has resulted in
lower gross margins throughout the industry. The proliferation of new products
has created an increasingly complex environment in which we and other computer
resellers are forced to operate. Changes related to B2B e-commerce are changing
the purchasing habits of corporations related to computer products purchasing.
Many companies engaged in computer reselling have had difficulty adjusting to
these changes and many of these companies have experienced financial difficulty.
<PAGE>
At the same time, we believe the market for information technology services
has grown increasingly larger, and increasingly more complex and varied. Only a
few short years ago, it was normal for a mid-sized corporation to have a
single-source provider for all of its information technology services, but that
has changed. The increasing number of software and hardware providers, combined
with the increasing diversity of, and complexity of, computing technology used
by corporate America today demands that information technology service providers
specialize. Focus and specialization create improved quality, productivity and
operational effectiveness. Corporate America today realizes this and
increasingly looks to specialized service providers for their needs.
The proliferation of network computing, using standardized operating
systems and application software, combined with the continuing evolution of the
Internet, continue to create new industry sectors. The implementation of
Web-enabled extended enterprise applications such as supply chain management
systems, customer relationship management systems, and systems used for
e-Business and e-Commerce, are changing the shape of the information technology
services industry.
In addition, business opportunities are currently being created by the
manner in which the Internet is destined to change commerce and communications.
Web commerce, both business-to-consumer (B2C) and business-to-business (B2B), is
expected to create very extensive change in the buying patterns and habits of
both consumer and business buyers. This is creating unprecedented change and
opportunity for businesses that offer products and services that can be marketed
via the Internet. The Internet is also expected to radically change the method
by which we communicate. Internet voice communications is expected to
significantly change the market for long-distance communications over the next
three-to-five years.
Mindful of the manner in which the Internet is expected to change commerce
and communications, and realizing that focused specialization by an operating
company was key to operational and marketing effectiveness, we evaluated our
situation and decided that change was prudent. We decided that we should exit
our Telecom Systems business primarily because we had been ineffective at
achieving profitably since we began Telecom Systems in 1994 and secondarily
because the business of selling and installing telephone systems is a mature
industry that offers less opportunity for growth than other emerging areas. We
decided to sell our Computer Products division because, in spite of the fact
that Computer Products is profitable, we could deploy the proceeds from a sale
of Computer Products in other ways that we believe will ultimately create
greater stockholder value.
<PAGE>
RECENT DEVELOPMENTS
On March 16, 2000 we entered into separate agreements whereby we sold
certain key assets of, and the ongoing business operations of, our Telecom
Systems business and we propose to sell certain key assets of, and the ongoing
business operations of, our Computer Products business.
Proposed Disposition of Computer Products Business
On March 16, 2000 Allstar entered into an agreement to sell certain assets
of and the ongoing operations of our Computer Products division, along with
certain assets and operations of our IT Services division related to our El Paso
branch office. Under this agreement, said assets and operations are to be sold
to Amherst Computer Products Southwest, L.P., an affiliate of Amherst
Technologies, L.L.C. The sale transaction is expected to close on or before May
31, 2000 after shareholder and other required consents are obtained. The terms
of the agreement include cash consideration of $14.25 million, plus a cash
payment related to the purchase of certain inventory and equipment, the amount
of which is to be determined, plus the possibility of receiving a future payment
of up to $500,000 from an escrow account. The terms of the agreement also
include possible future cash payments contingent upon future performance of the
operations being sold. Allstar Systems expects to realize a gain of
approximately $5.6 million, net of taxes, on the sale. Upon the closing of the
proposed transaction and after realization of the retained current assets
related to the Computer Products division, we expect to have no debt and cash on
hand of approximately $18 to $20 million. Additional information regarding this
proposed transaction can be found in the recently filed Proxy related to the
transaction.
Sale of Telecom Systems Business
Through Telecom Systems, until March 16, 2000, we marketed, installed and
serviced business telephone systems, including large PBX systems and small "key
systems", along with a variety of related products including hardware and
software products for data and voice integration, wide area connectivity and
telephone system networking, wireless communications and video conferencing.
Because we have been unable to profitably operate the Telecom Systems business,
we determined to exit this business on November 2, 1999. On March 16, 2000, we
sold Telecom Systems to Communications World International, Inc. ("CommWorld"),
a publicly traded company (OTC Bulletin Board: CWII). Under the terms of the
sale, for the inventory and operations of Telecom Systems, we received $250,000
cash, and the ability to obtain up to approximately 100,000 shares of restricted
common stock of CommWorld depending upon the performance of the acquired
operations during a period ending six months after the closing date.
Additionally, the purchaser assumed all of our telephone equipment warranty
obligations up to a maximum of $30,000. Any excess warranty costs incurred by
the purchaser will be billed to us at an agreed upon rate. A disposal loss,
including an estimate of the operating results from the measurement date,
November 2, 1999 to the closing date of the sale of $580,000, and estimates for
impairment of assets caused by the disposal decision of $558,000, totaling
$1,138,000 (net of an income tax saving of $586,000) was recognized. The loss
from discontinued operations (net of income tax savings of $167,000, $159,000
and $505,000) was $323,000, $310,000 and $981,000 in 1999, 1998 and 1997,
respectively. We will retain accounts receivable of $1.4 million, net of
reserves, fixed assets of $30,000 and liabilities related to the Telecom
division. Fixed assets are being redeployed in the continuing operations. The
accounts receivable will be collected in the ordinary course of business and
these amounts will be used to repay all remaining liabilities of the Telecom
division. Any excess cash will be used to repay our line of credit and fund
general corporate purposes.
<PAGE>
BUSINESS STRATEGY
We believe the proposed sale of our Computer Products division provides
sufficient cash to initiate a fundamental change in our business strategy that
will allow us to deploy our increased capital in endeavors that we believe will
ultimately result in improved stockholder value.
We believe we can produce more rapid growth, and better financial
performance, by segregating the various IT Services operations into focused,
specialized companies. We intend to organize our existing IT Services operations
into wholly owned subsidiary companies, each branded to pursue a specialized
mission and each led by a separate management team with personal financial
incentives tied to their company's financial performance.
We plan to continue to expand our CTI Software business through our wholly
owned subsidiary, Stratasoft, Inc. Stratasoft is an example of our successfully
entering a new market with a start-up operation and rapidly creating a valuable
vertical market software company producing high levels of revenue and
profitability growth in a short time. Stratasoft is working to enable its call
center systems to utilize voice-over-IP technology and as voice-over-IP becomes
a viable voice communications methodology, we expect the Stratasoft call center
product to be ready for the significant change that will be created in call
center communications.
After the completion of the sale of Computer Products, we also intend to
pursue starting, acquiring or investing in, including taking significant stakes
in other companies that we expect to benefit from the manner in which the
Internet is changing commerce and communications. Targeted businesses are
expected to include B2B e-commerce product or services sales companies,
companies providing IT services related to network and Web development and
companies involved in the enabling of e-Commerce and e-Business.
PRODUCTS AND SERVICES
IT Services:
To date, we have marketed a variety of service offerings related to the
service and support of information technology systems. We have priced our
services on a time and materials basis, under fixed price project pricing or
under fixed fee service contracts, depending on customer preference and the
level of service commitment required. To support and maintain the quality of
these services and to maintain vendor accreditation necessary to service their
significant product lines, our technical staff participates in various
certification and authorization programs sponsored by hardware manufacturers and
software suppliers. In markets where we do not maintain branch offices, we often
subcontract for necessary technical personnel, particularly where required for
larger scope or prolonged duration contracts. IT services include the following:
o Consulting and project management services related to networking.
o Supplemental IT technical staffing.
o Computer equipment repair services and desktop computer and
application support.
As mentioned above in Item 1. "Business Strategy," we intend to organize our
various IT Services offerings into separate wholly owned companies with a
specialized focus in order to maximize management and operational effectiveness
and because we believe that doing so will result in overall higher revenue
growth and improved financial results.
<PAGE>
CTI Software:
Through our wholly owned subsidiary, Stratasoft, Inc., we develop and
market Stratasoft's proprietary CTI Software, which integrates business
telephone systems and networked computer systems, under the trade name
"Stratasoft." Stratasoft's products are designed to improve the efficiency of a
call center or other type of high volume calling application, for both inbound
and outbound calls. The software products offered are typically customized to
suit a customer's particular needs and are often bundled with computer hardware
supplied by us or by one of Stratasoft's value added resellers at the customer's
request. Stratasoft currently has two primary computer-telephony software
products, which it markets under the trade names StrataDial and StrataVoice.
These products are further described below:
o StrataDial. StrataDial is a predictive dialer software product for
outbound call center applications such as sales and promotion,
collections, surveys, lead generation and announcements that require
personal contact. StrataDial features inbound/outbound call blending
without requiring an automated call distribution feature of the
telephone system. StrataDial collects campaign specific data during
the telephone call and provides comprehensive on line reporting and
statistical analysis of the campaign data. StrataDial also features
open architecture that allows easy interaction with the customer's
other database applications. Dialing parameters and campaign
characteristics can be changed without shutting down the dialer, as is
required with many competing products.
o StrataVoice. StrataVoice is an outbound dialing product designed for
high volume applications that do not require human interaction.
StrataVoice applications include appointment confirmation and setting,
court appearance notification, surveys, community notification such as
school closings and emergency evacuation, employee updates,
absenteeism notification, telemarketing and market research. A
telephone system utilizing StrataVoice dials a computerized list of
numbers and can ask the contacted person a number of questions,
including branching to other questions and statements based on
responses. StrataVoice also allows the contacted person to leave
messages. Scripting tools are included that allow the user to develop
campaigns. The system builds a database of respondent data and has
comprehensive response reporting capabilities.
Computer Products:
Our Computer Products business has offered our customers a wide variety of
computer hardware and software products available from approximately 600
manufacturers and suppliers. Our products include desktop and laptop computers,
monitors, printers and other peripheral devices, operating system and
application software, network products and mid-range host and server systems. We
are an authorized reseller of products from a number of leading manufacturers of
computer hardware, software and networking equipment. The Computer Products
division had operating income in 1999 of $2,702,000 as compared to $560,000 in
1998. Downward pressures on product pricing margins have been a trend in the
industry, although growth of revenues of 27.4% in 1999 as compared to 1998 were
achieved in spite of continuing downward pressure on prices. As computer prices
decrease, more significant increases in the number of units sold must occur in
order to produce revenue growth. As discussed above in Item 1. "Recent
Developments," the proposed sale of the Computer Products division is expected
to close on or before May 31, 2000.
<PAGE>
FINANCIAL INFORMATION BY BUSINESS SEGMENT
See Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations" for financial information on revenue and operating
income of each business segment.
SALES AND MARKETING
To date, we have primarily marketed our products and services through
direct sales representatives. Direct sales representatives have been teamed with
in-house customer service representatives and assigned to specific customer
accounts. We believe that direct sales lead to better account penetration and
management, better communications and long-term relationships with its
customers. Our sales personnel, including account managers and customer service
representatives, are partially compensated, and in some cases are solely
compensated, on the profitability of accounts that they participate in
developing. Our three remaining business segments have utilized slightly
different methods of sales and marketing:
(1) IT Services. The IT Services business segment operates from all of our
offices, and promotes its products and services through general and
trade advertising, participation in trade shows and telemarketing
campaigns. We believe that a significant portion of IT Services' new
customers have originated through word-of-mouth referrals from
existing customers and industry partners such as manufacturers'
representatives, and through customer and lead sharing with our other
two business units.
(2) CTI Software. Stratasoft, Inc., our CTI Software business segment,
operates from our Houston office and utilizes telemarketing,
participation in trade shows and general trade advertising to market
its products. Leads are followed up on and managed by account
managers. In addition, Stratasoft markets its products through a
network of value added resellers, who typically integrate their
products with Stratasoft's software products to provide a complete
solution.
(3) Computer Products. Our Computer Products business segment operates
from all of our offices, and promotes its products and services
through general and trade advertising, participation in trade shows
and telemarketing campaigns. As previously discussed, we entered into
an agreement on March 16, 2000 to sell certain assets of, and the
ongoing operations of this business.
CUSTOMERS
The focus of our marketing efforts has been on mid-sized customers and
regional offices of larger customers located within the regions in which we
maintain offices. We have occasionally provided products and/or services in
markets where we do not have an office, typically to branch operations of
customers with which we have an established relationship. Our customer base has
not been concentrated in any industry group. Our top ten customers (which have
varied from year to year) accounted for 21.2%, 31.7% and 28.4% of our revenue
during 1997, 1998 and 1999, respectively. Approximately 2,800 customers
purchased products or services from us during 1999. In 1999, the largest single
customer constituted 8.3% of total revenues; however, in prior years, our
largest customer has constituted as high as 11.2% of revenues. We have only a
small amount of backlog relative to total revenues because we have no long-term
commitments by customers to purchase products or services from us. Although we
have service contracts with many of our large customers, such service contracts
are project-based and/or terminable upon relatively short notice.
SUPPLY AND DISTRIBUTION
We have relied on wholesale distributors to supply a majority of the
products that we have sold through our Computer Products and CTI Software
business segments. We have purchased the majority of our products from three
primary suppliers to obtain competitive pricing, better product availability and
improved quality control.
<PAGE>
MANAGEMENT INFORMATION SYSTEMS
We utilize a highly customized management information systems ("MIS") to
manage most aspects of our business. Our MIS has provided our sales staff,
customer service representatives and certain customers with product pricing and
availability from its principal suppliers' warehouses throughout the United
States. The purchasing systems are real time, allowing buyers to act within
minutes on a newly received and credit-approved sales order. Our MIS contains
productivity tools for sales lead generation, including integration between
telemarketing and prospect database management. Sales management features
include a variety of reports available for any combination of customer,
salesperson, sales team and office criteria. We use our MIS to manage sales
orders, purchasing, service contracts, service calls and work orders, engineer
and technician scheduling and time tracking, service parts acquisition and
manufacturer warranties. Reporting can also be generated for project
profitability, contract and customer analysis, parts tracking and employee time
tracking.
EMPLOYEES
As of December 31, 1999 we employed approximately 417 individuals. Of
these, approximately 98 were employed in sales, marketing and customer service,
171 were employed in engineering and technical positions and 148 were employed
in administration, finance and MIS. We believe that our ability to recruit and
retain highly skilled and experienced technical, sales and management personnel
has been, and will continue to be, critical to our ability to execute our
business plans. None of our employees are represented by a labor union or are
subject to a collective bargaining agreement. We believe that our relations with
our employees are good.
HISTORY AND REINCORPORATION
Our company was incorporated under Texas law in 1983 under the name
Technicomp Corp. On June 30, 1993, we changed our name to Allstar-Valcom, Inc.,
and then again, on December 28, 1993, we changed our name to Allstar Systems,
Inc. On December 27, 1993, we engaged in a merger in which we were the surviving
corporation. In the merger, Allstar Services, Inc. and R. Cano, Inc., both of
which were affiliated with us, were merged with and into Allstar Systems, Inc.
in order to streamline the business. In 1995 we formed a wholly owned
subsidiary, Stratasoft, Inc., to purchase and develop our CTI Software business
segment. In 1997, we formed another wholly-owned subsidiary, IT Staffing, Inc.,
for the purpose of conducting business in the placement of temporary and
permanent technical personnel. In 1998 we formed another wholly owned
subsidiary, Allstar Systems Rio Grande, Inc., to develop and manage business
opportunities in the Rio Grande region congruent with the business of the
parent. In October 1996, we effected a reincorporation and merger in the State
of Delaware through which the 328,125 shares of our predecessor, Allstar
Systems, Inc., a Texas corporation, which were outstanding prior to the merger,
were converted into approximately 2,675,000 shares of the newly incorporated
Delaware corporation (the "Reincorporation"). The effect of the Reincorporation
on the number of shares outstanding prior to the Reincorporation was similar in
effect to an approximately 8.15-for-1 stock split.
RISKS OF OUR NEW BUSINESS STRATEGY
We plan to sell our Computer Products Division, retain our IT Services and
Stratasoft businesses, and embark on new lines of business that we have not yet
identified. Our new business strategy is based on our ability to redeploy the
proceeds from the sale of our Computer Products to both improve the performance
of businesses we will retain and to enter new lines of business. This strategy
involves many risks including the following:
<PAGE>
Closing of Computer Products Division Sale
We believe that having cash on hand from the sale of the Computer Products
Division will improve our ability to negotiate and consummate acquisitions,
pursue investment opportunities and better enable us to start-up new lines of
business, once we have identified the specific businesses we wish to pursue. We
also will seek to grow our retained businesses using proceeds from the sale.
Closing of the Computer Products Division sale is, however, subject to many
contingencies which could cause the transaction not to close. Some of these
conditions include:
o the absence of any material adverse change in our business prior to
closing;
o the truth of the representations and warranties made by us and the
buyer in the Asset Purchase Agreement;
o consent of a number of our principal suppliers and customers to the
assignment to the buyer of our contracts with them;
o other conditions included in the Asset Purchase Agreement relating to
the Computer Products Division sale, a copy of which is an exhibit to
this report.
If for any reason the proposed sale of the Computer Products Division does not
close, we will not have sufficient cash to pursue our new business strategy.
Risks of Potential Future Acquisitions and Investments
Our business will depend in the future on the successful acquisition,
integration, financing and performance of businesses we have not yet identified.
Following the sale of our Computer Products Division, we plan to pursue
starting-up, acquiring or taking significant stakes in businesses involved in
internet commerce and communications. We have not yet identified any specific
businesses to start, purchase or invest in, and thus many of the risks of our
strategy are unascertainable. Our strategy involves the substantial risk that we
will not find suitable businesses to acquire on terms we believe are reasonable
and that the new businesses we choose to enter will not provide the benefits we
expect. Our future business prospects should therefore be considered in light of
the risks, expenses, problems and delays inherent in starting or acquiring a new
business. We cannot be certain that we will identify and assess these risks.
Some of the acquisition and operating risks that could adversely affect us
include the following:
o We may be unsuccessful in identifying new business opportunities,
completing and financing acquisitions and start-ups on favorable terms
and in subsequently operating the businesses profitably.
o Competition for the acquisition of companies in the internet commerce
and communication sector will likely be intense. Our competitors for
suitable new businesses may have greater financial, personnel and
technical resources than us which may put us at a disadvantage in
finding and concluding acquisitions. These competitive limitations may
compel us to select less attractive acquisitions than if we had
greater resources at our disposal.
o Businesses in the internet commerce and communication sector are the
general focus of our new business expansion strategy. Businesses in
this sector often have an undeveloped or unproven product, technology
or marketing strategy which may prove unsuccessful.
<PAGE>
o We may choose to acquire or invest a business that is financially
unstable or that is in the early stages of development, including one
without earnings or positive cash flow, which may require substantial
additional capital infusions to support.
o Because we plan to seek new businesses with growth potential, there is
a substantial likelihood that the new business will be in competition
with much larger, more established and better capitalized competitors,
thus putting it at a competitive disadvantage.
o Our success in a new business will also depend on our ability to
integrate a new business and its personnel with our existing business
and personnel with a minimum of disruption to both existing and new
enterprises, including management information systems. We also may be
unable to attract and retain new, qualified personnel to operate and
grow our new businesses.
o If we choose to make a strategic investment by acquiring a minority
interest in a business, we may lack sufficient control to influence
the operations and strategy of the business and thus will depend on
that entity's management for our success; additionally, if we choose
to make an investment in a publicly traded company such investment
would also be subject to market risks.
Possible Need for Additional Financing
We may be required to obtain cash to supplement our then available proceeds
from the Computer Products Division Sale to acquire or begin a new business and
for working capital to run existing businesses and any businesses we acquire. We
have no commitments to provide any such additional capital and we may be unable
to find suitable capital on terms we consider acceptable.
If we obtain additional debt financing for our existing businesses or to
acquire new businesses, we will be subject to the risks inherent in debt
financing. Some of these include:
o interest rate fluctuations;
o inability to obtain additional debt financing;
o insufficiency of cash flow to pay interest and principal; and
o restrictive debt covenants imposed by lenders that may limit or
prohibit business activities we consider desirable.
We may seek to raise equity capital to meet our future cash needs. We may
also issue additional shares of our common stock or other equity securities to
acquire new businesses. If we do issue additional equity securities, some of the
possible adverse possible effects include:
o the percentage of our common stock owned by existing stockholders
could be substantially reduced;
o possible increases in the number of shares of our common stock that
are considered restricted stock for federal and state securities laws
purposes, the actual or potential future sale of which could adversely
effect the price of our common stock; and
o we may be required to issue preferred stock which could have rights,
privileges and preferences superior to those of our then existing
stockholders.
<PAGE>
Increased Dependence on IT Services and Stratasoft
Our IT Services and Stratasoft software business will be our only two
business segments immediately after the sale of our Computer Products Division.
Because of that, the success of these business segments will take on a much
greater significance to us. We plan to concentrate our efforts on growing these
businesses and we expect to have additional financial resources to do so from
the proceeds of the Computer Products Division sale. The risk exists that we may
be unable to accomplish this improvement, and the operations of these remaining
businesses may not enable us to operate profitably.
Risks of Our Existing Businesses
As noted above, if our Computer Products Division is sold and our new
business strategy is implemented, the nature and magnitude of risks relating to
our business will change significantly. If, however, we do not close the
Computer Products sale as expected, our business will continue to be subject to
the risks and uncertainties we have identified in the past, including those set
forth below:
Adverse Changes in Our Industry
As described above under the caption "Changes in Industry Conditions," our
industry is undergoing rapid changes that may adversely affect us. If we do not
successfully adapt our business strategy to these new conditions, there is a
growing risk that we may be unable to compete and be profitable in the future.
Risk of Low Margin Business
Significant levels of competition that characterize the computer reseller
market, In order to attract and retain many of our larger customers, we have
frequently agreed to volume discounts and maximum allowable markups that serve
to limit the profitability of sales to such customers. Any increase in inventory
devaluation risks that cannot be passed onto our customers would result in
write-offs or markdowns of the value of such inventory with the result being a
charge to gross profit. All of these factors have contributed to our decision to
make the Computer Products Division available for sale.
Dependence on Availability of Credit
Our business activities have been capital intensive in that we are required
to finance accounts receivable and inventory. In order to obtain necessary
working capital, we have relied primarily on lines of credit under which the
available credit is dependent on the amount and quality of our accounts
receivable and inventory. As a result, the amount of credit available to us was
adversely affected by factors such as delays in collection or deterioration in
the quality of our accounts receivable, inventory obsolescence, economic trends
in the computer industry, interest rate fluctuations and the lending policies of
our lenders. Many of these factors were beyond our control. Any decrease or
material limitation on the amount of capital available to us under our credit
lines and other financing arrangements could limit our ability to fill existing
sales orders, purchase inventory or expand our sales levels and, therefore,
would have a material adverse effect on our financial condition and results of
operations. (See Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations").
Interest Rates
Any significant increases in interest rates will increase our cost of
capital and would have an adverse effect on our financial condition and results
of operations. Our inability to have continuous access to capital at reasonable
costs would materially and adversely impact our financial condition and results
of operations. (See Item 7 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations").
<PAGE>
Highly Competitive Business
We have been engaged in business activities that are intensely competitive
and rapidly changing. Price competition could have a material adverse effect on
our financial condition and results of operations. Our competitors included
major computer products and telephone equipment manufacturers and distributors,
including certain manufacturers and distributors that supplied products to us.
Other competitors include established national, regional and local resellers,
systems integrators, telephone systems dealers, computer-telephony value-added
resellers and other computer-telephony software suppliers.
Management of Growth
We have experienced rapid growth that has, and may continue into 2000 to,
put strains on our management and operational resources. Our ability to manage
growth effectively required it to continue to implement and improve its
operational, financial and sales systems, to develop the skills of our managers
and supervisors and to hire, train, motivate and manage its employees. With the
proceeds of the proposed sale of our Computer Products division, our management
and operational resources will be facing new and different challenges, but the
need to develop the skills of our managers and supervisors remains unchanged.
Regional Concentration
For the foreseeable future, we expect that we will continue to derive most
of our revenue from customers located within the regions in which we maintain
offices. Accordingly, an economic downturn in any of those metropolitan areas
within the region in general, would likely have a material adverse effect on our
financial condition and results of operations.
Dependence on Key Personnel
Our success for the foreseeable future will depend largely on the continued
services of key members of management, leading salespersons and technical
personnel. We do not maintain key personnel life insurance on any of our
executive officers or salespersons other than our Chairman and Chief Executive
Officer. Our success also depends in part on our ability to attract, hire, train
and retain qualified managerial, technical and sales and marketing personnel at
a reasonable cost, particularly those involved in providing systems integration,
support services and training. Competition for such personnel is intense. Our
financial condition and results of operations could be materially adversely
affected if we are unable to attract, hire, train and retain qualified
personnel.
Dependence on Continued Authorization to Resell and Provide
Manufacturer-Authorized Services
Our future success in both product sales and services depends largely on
our continued status as an authorized reseller of products and its continued
authorization as a service provider. We maintain sales and service
authorizations with many industry-leading product manufacturers. Without such
sales and service authorizations, we would be unable to provide the range of
products and services currently offered. In addition, some of these agreements
are based upon our continued supply relationship with our major distributors.
Furthermore, loss of manufacturer authorizations for products that have been
financed under our credit facilities constitutes an event of default under such
credit facilities. In general, the agreements between us and our product
manufacturers either provide for fixed terms or for termination on 30 days prior
written notice. Failure to maintain such authorizations could have a material
adverse effect on our financial condition and our results of operations.
<PAGE>
Dependence on Suppliers
Our business depends upon our ability to obtain an adequate supply of
products and parts at competitive prices and on reasonable terms. Our suppliers
are not obligated to have product on hand for timely delivery to us nor can they
guarantee product availability in sufficient quantities to meet our demands. Any
material disruption in our supply of products would have a material adverse
effect on our financial condition and results of operations.
Inventory Obsolescence
The business in which we compete is characterized by rapid technological
change and frequent introduction of new products and product enhancements. Our
success depends in large part on our ability to identify and obtain products
that meet the changing requirements of the marketplace. There can be no
assurance that we will be able to identify and offer products necessary to
remain competitive or avoid losses related to obsolete inventory and drastic
price reductions. We attempt to maintain a level of inventory required to meet
our near term delivery requirements by relying on the ready availability of
products from our principal suppliers. Accordingly, the failure of our suppliers
to maintain adequate inventory levels of products demanded by our existing and
potential customers and to react effectively to new product introductions could
have a material adverse effect on our financial condition and results of
operations.
Reliance on Key Customers
Our top ten customers, which have varied from year to year, accounted for
21.2%, 31.7% and 28.4% of our revenue during 1997, 1998 and 1999, respectively.
During 1999, our largest customer accounted for 8.3% of total revenues, but in
past years the single largest customer has accounted for as much as 11.2% of
total revenues. Based upon historical results and our existing relationships
with customers, we believe that a substantial portion of our total revenue and
gross profit will continue to be derived from sales to existing customers.
However, while our revenues will be greatly reduced by the new direction the
company is taking, the higher margins generated by the existing divisions along
with reductions in overhead association with the proposed sale, should move us
toward profitability in 2000. There are no long-term commitments by such
customers to purchase products or services from the company. A significant
reduction in business with any of our largest customers could have a material
adverse effect on our financial condition and results of operations.
Reliance on MIS
Our success is largely dependent on the accuracy, quality and utilization
of the information generated by our customized MIS, which affects our ability to
manage our sales, accounting, inventory and distribution. We anticipate that we
will continually need to refine and enhance our management information systems
as we grow and the needs of our business evolve. We have not yet experienced any
serious problems arising from the Year 2000 issue, and therefore do not
anticipate any future interruption or errors in our information and
telecommunications systems which would have an adverse effect on our financial
condition and results of operations. (See Item 1 - "Management Information
Systems" and Item 7 - "Year 2000 Issue").
Acquisition Risk
We intend to pursue potential acquisitions of complementary businesses.
The success of this strategy depends not only upon our ability to acquire
complementary businesses on a cost-effective basis, but also upon our ability to
integrate acquired operations into our organization effectively, to retain and
motivate key personnel and to retain customers of acquired firms.
<PAGE>
Control by Existing Stockholders
James H. Long, founder, Chairman of the Board, President and Chief
Executive Officer, owns 50.1% of the outstanding Common Stock and Mr. Long will
have the ability to control the election of a majority of the members of our
board of directors, prevent the approval of certain matters requiring the
approval of at least two-thirds of all stockholders and exert significant
influence over our affairs.
Anti-Takeover Considerations
Our Certificate of Incorporation and Bylaws contain certain provisions that
may delay, deter or prevent a change in our control. Among other things, these
provisions authorize our board of directors to issue shares of preferred stock
on such terms and with such rights, preferences and designations as the board of
directors may determine without further stockholder action and limit the ability
of stockholders to call special meetings or amend our Certificate of
Incorporation or Bylaws. Each of these provisions, as well as the Delaware
business combination statute could, among other things, restrict the ability of
certain stockholders to effect a merger or business combination or obtain
control of the company.
Uncertain Revenue Sources
In order to maintain a profit, we will have to grow the revenues of the retained
business at a much greater rate than we have historically been able to grow
those revenues. The relatively high level of operating expenses remaining after
the divestiture of Computer Products will contribute to operating losses unless
new revenues can be generated to offset the loss of revenues from the businesses
that are sold. (See Item 1. "Recent Developments")
Absence of Dividends
We expect to retain cash generated from operations to support our cash
needs and do not anticipate the payment of any dividends on the Common Stock for
the foreseeable future. In addition, our credit facilities prohibit the
declaration or payment of dividends, unless consent is obtained from each
lender.
Item 2. Properties
FACILITIES
We do not own any real property and currently lease all of our existing
facilities. We lease our Houston office that is housed in a freestanding
building of approximately 48,000 square feet. On November 30, 1999 the building
was acquired by a related Corporation and a new lease was signed which expires
on December 1, 2004.
Our Dallas office has been housed in a freestanding building of
approximately 20,000 square feet. The Dallas facility lease expired on June 30,
1998 and was renewed for an additional three years under similar terms and
conditions. During 1997, the company added additional offices in Austin and El
Paso, Texas and during 1998 we opened an additional office in San Antonio. In
1998 we expanded our distribution capabilities by entering into a three year
lease on a 30,000 square foot warehouse in Dallas.
The Dallas office and distribution center leases will transfer to the
purchaser under the terms of the proposed sale of the Computer Products division
we will acquire space nearby to house our IT Service technicians working in the
Dallas market. The Austin, San Antonio and El Paso office leases will likewise
be assumed by the purchaser. We will find suitable facilities in Austin and San
Antonio as needed. Under the terms of the proposed sale the purchaser will also
be acquiring the El Paso portion of our IT Service Division.
<PAGE>
Item 3. Legal Proceedings
We are party to litigation and claims which management believes are normal
in the course of our operations; while the results of such litigation and claims
cannot be predicted with certainty, we believe the final outcome of such matters
will not have a material adverse effect on our results of operations or
financial position.
On February 1, 2000, a competitor brought a suit against our wholly owned
subsidiary Stratasoft, Inc. in the United States District Court for the Northern
District of Georgia. The plaintiff alleges infringement of certain patents owned
by the competitor and is seeking unspecified monetary damages. The suit is in
its early stages of discovery, and therefore we are unable to determine the
ultimate costs of this matter. We believe that this suit is without merit and
intend to vigorously defend such action.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's shares are traded on the Nasdaq Small Cap Market under the
symbol "ALLS".
High Low
Fiscal 1998
First quarter 5.50 3.875
Second quarter 5.125 3.625
Third quarter 4.125 1.875
Fourth quarter 3.25 1.25
Fiscal 1999
First quarter 2.1875 1.00
Second quarter 2.875 1.0625
Third quarter 1.75 1.0625
Fourth quarter 1.875 1.00
As of March 17, 2000, there were 45 shareholders of record. Management
estimates that there are approximately 890 beneficial holders of our common
stock. We have never declared or paid any cash dividends on our Common Stock. On
March 17, 2000, the closing sales price of our Common Stock as reported by
Nasdaq was $ 4.00 per share. We currently anticipate that we will retain all
earnings for use in our business operations. The payment of dividends is
prohibited under our credit agreements, unless approved by the lenders.
<PAGE>
Item 6. Selected Financial Data
The following sets forth the selected data of the company for the five
years ended December 31, 1999.
<TABLE>
<CAPTION>
Year ended December 31,
(In Thousands except share and per share amounts)
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Operating Data:
Revenue $ 89,627 $ 116,535 $ 23,764 $ 159,674 $ 201,817
Cost of sales and services 78,734 101,837 107,135 139,866 179,026
-------- -------- -------- -------- --------
Gross profit 10,893 14,698 16,629 19,808 22,791
Selling, general and
Administrative expenses 8,496 11,121 12,527 20,659 20,183
-------- -------- -------- -------- --------
Operating income (loss) 2,397 3,577 4,102 (851) 2,608
Interest expense (net of
other income) 1,212 1,145 642 319 648
-------- -------- -------- -------- --------
Income (loss) from continuing
operations before provision
(benefit) for income taxes 1,185 2,432 3,496 (1,170) 1,960
Provision (benefit) for
income taxes 452 933 1,305 (382) 686
-------- -------- -------- -------- --------
Net income (loss) from
continuing operations 733 1,499 2,191 (788) 1,274
Discontinued Operations:
Net income (loss) from
discontinued operations, net
of taxes (214) 104 (323) (310) (981)
Loss on disposal, net of taxes (1,138)
Net income (loss) $ 519 $ 1,603 $ 1,844 $ (1,098) $ (845)
======== ======== ======== ========= ========
Net income (loss) per share:
Basic
Net income (loss) from
continuing operations $ 0.17 $ 0.36 $ 0.62 $ (0.18) $ 0.31
Net income (loss) from
discontinued operations (0.05) 0.02 (0.10) (0.07) (0.24)
Loss on disposal (0.27)
-------- -------- -------- -------- --------
Net income (loss) per share $ 0.12 $ 0.38 $ 0.52 $ (0.25) $ (0.20)
======== ======== ======== ======== ========
Diluted
Net income (loss) from
continuing operations $ 0.17 $ 0.36 $ 0.61 $ (0.18) $ 0.30
Net income (loss) from
discontinued operations (0.05) 0.02 (0.09) (0.07) (0.23)
Loss on disposal (0.27)
-------- -------- -------- -------- --------
Net income (loss) per share $ 0.12 $ 0.38 $ 0.52 $ (0.25) $ (0.20)
======== ======== ======== ========= ========
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
(In Thousands)
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working Capital $ 1,732 $ 2,291 $ 12,738 $ 9,800 $ 9,567
Total Assets 24,266 24,720 34,855 51,028 53,916
Short-term borrowings (1) 9,912 9,975 1,572 15,958 15,869
Long-term debt -0- -0- -0- -0- -0-
Stockholders' equity 2,724 4,327 14,637 12,705 11,830
<FN>
(1) See Note 6 to our Consolidated Financial Statements. Short-term borrowings
do not include amounts recorded as floor plan financing which are included in
accounts payable.
</FN>
</TABLE>
The following discussion is qualified in its entirety by, and should be
read in conjunction with, our Consolidated Financial Statements, including the
Notes thereto, included elsewhere in this Annual Report on Form 10-K.
Overview
Our company was formed to engage in the business of reselling computer
hardware and software products and providing related services. To date, most of
our revenue has been derived from sales of computer products and related
services. Operations are primarily conducted in Houston and Dallas, Texas.
During 1997 we opened offices in Austin, McAllen and El Paso, Texas, and during
1998 opened additional offices in Albuquerque and Las Cruces, New Mexico, and
San Antonio, Texas. During 1999 we reevaluated the structure of our operations
of the new offices and merged their operations where a physical presence was not
necessary, thereby retaining the El Paso, Austin and San Antonio offices, which
we believe can effectively serve the targeted markets.
Through Telecom Systems, we marketed, installed and serviced business
telephone systems, including large PBX systems and small "key systems", along
with a variety of related products including hardware and software products for
data and voice integration, wide area connectivity and telephone system
networking, wireless communications and video conferencing. On November 2, 1999,
we approved a plan to sell or close our Telecom Systems division. Offers were
entertained for the acquisition of a significant portion of the assets of
Telecom Systems and to assume any ongoing operations of the division. The sale
was finalized on March 16, 2000. Under the terms of the sale we received for the
sale of the inventory and operations of Telecom Systems $250,000 cash, and the
ability to obtain restricted stock in the purchaser contingent upon the
performance of the acquired operations during a period ending six months after
the closing date. Additionally, the purchaser assumed all of our telephone
equipment warranty obligations up to a maximum of $30,000. Any excess warranty
costs incurred by the purchaser will be billed to us at an agreed upon rate. A
disposal loss, including an estimate of the operating results from the
measurement date, November 2, 1999 to the closing date of the sale of $580,000,
and estimates for impairment of assets caused by the disposal decision of
$558,000, totaling $1,138,000 (net of an income tax saving of $586,000) was
recognized. Our loss from discontinued operations (net of income tax savings of
$167,000, $159,000 and $505,000) was $323,000, $310,000 and $981,000 in 1999,
1998 and 1997, respectively. We will retain accounts receivable of $1.4 million,
net of reserves, fixed assets of $30,000 and liabilities related to the Telecom
division. Fixed assets are being redeployed in the continuing operations. The
accounts receivable will be collected in the ordinary course of business and
these amounts will be used to repay all remaining liabilities of the Telecom
division. Any excess cash will be used to repay our line of credit and fund
general corporate purposes.
Our continuing operations are reported as three segments and are IT
Services, CTI Software and Computer Products. Telecom Systems was reported
previously as a segment, accordingly, Telecom Systems has been presented as a
discontinued operation for all information presented. The Computer Products and
IT Services business units were previously combined and reported as the
Information Technology segment during past reporting periods. On March 16, 2000
Allstar entered into an agreement to sell certain assets of and the ongoing
operations of its Computer Products division. The sale is expected to close on
or before May 31, 2000 after shareholder and other required consents are
obtained.
<PAGE>
The gross margin varies substantially between each of these business
segments. Over the past three years the gross margin in IT Services has ranged
between 39.3% and 29.5%; the gross margin for CTI Software has ranged between
43.0% to 50.8% and the gross margin in Computer Products has ranged between 8.9%
and 10.5%. IT Services, CTI Software and Computer Products accounted for 7.4%,
2.1% and 90.5% of total revenues, respectively, during 1999.
In order to reduce freight costs and selling, general and administrative
expenses associated with product handling, we drop ship orders directly from our
suppliers to our customers where possible. Drop shipped orders (measured as the
cost of goods drop shipped as a percentage of total cost of goods sold) were
31.9 % in 1998 and 44.4 % in 1999. While we have not believed that it is in our
best interest to drop ship all orders, we have attempted to increase the volume
of drop shipments with the expectation of reducing our freight, distribution and
administrative costs related to these revenues.
A significant portion of our selling, general and administrative expenses
relate to personnel costs, some of which are variable and others of which are
relatively fixed. Our variable personnel costs are substantially comprised of
sales commissions, which are typically calculated based upon our gross profit on
a particular sales transaction and thus generally fluctuate with our overall
gross profit. The remainder of our selling, general and administrative expenses
are relatively more fixed and, while still somewhat variable, do not vary with
increases in revenue as directly as do sales commissions.
Manufacturers of many of the computer products resold by the company have
consistently reduced unit prices near the end of a product's life cycle, most
frequently following the introduction of newer, more advanced models. While some
manufacturers of products sold by us offer to price-protect the inventory
carried by us for a certain length of time following a price decrease by the
manufacturer, recently many manufacturers have moved to more restrictive price
protection policies or have largely eliminated price protection. Additionally,
manufacturers have developed specialized marketing programs designed to improve
or protect the manufacturer's market share. These programs often involve the
granting of rebates to resellers to subsidize sales of computer products at
reduced prices. While these programs generally enhance revenues they also
generally result in lower margins being realized by the reseller. We have
participated in an increasing number of these programs in recent years. Based
upon recent trends, we believe that the number and amount of these programs will
increase.
Inacom Corp. ("Inacom") has historically been the largest supplier of
products we sell, but purchases from Inacom have declined recently. Purchases
from Inacom accounted for approximately 51.4%, 33.2%, and 17.7% of our total
product purchases in 1997, 1998 and 1999, respectively. We have a long-term
supply arrangement with Inacom under which we have agreed to purchase at least
80% of our products from Inacom, but only to the extent that such products were
available through Inacom and made available within a reasonable period of time
at reasonably competitive pricing. Inacom does not carry certain product lines
that we sell and Inacom may be unable to offer reasonable product availability
with reasonably competitive pricing on those product lines that it does carry.
We expect prospectively that less than 80% of our total purchases, as in past
years, will be made from Inacom.
<PAGE>
Results of Operations
The following table sets forth, for the periods indicated, certain
financial data derived from our consolidated statements of operations and
indicates the percentage of total revenue for each item.
<TABLE>
<CAPTION>
Year ended December 31,
<S> <C> <C> <C>
1997 1998 1999
Amount % Amount % Amount %
(Dollars in thousands)
Revenue
IT Services $ 10,240 8.3% $ 13,183 8.3% $ 14,857 7.4%
CTI Software 2,145 1.7 3,095 1.9 4,318 2.1
Computer Products 111,379 90.0 143,396 89.8 182,642 90.5
------- ----- ------- ----- ------- -----
Total 123,764 100.0 159,674 100.0 201,817 100.0
Gross profit
IT Services 4,029 39.3 4,208 31.9 4,385 29.5
CTI Software 922 43.0 1,492 48.2 2,192 50.8
Computer Products 11,678 10.5 14,108 9.8 16,214 8.9
------- ----- ------- ----- ------- -----
Total 16,629 13.4 19,808 12.4 22,791 11.3
Selling, general and
administrative expenses
IT Services 4,005 39.1 5,238 39.7 4,711 31.7
CTI Software 1,096 51.1 1,873 60.5 1,960 45.4
Computer Products 7,426 6.7 13,548 9.4 13,512 7.4
------- ----- ------- ----- ------- -----
Total 12,527 10.1 20,659 12.9 20,183 10.0
Operating income (loss)
IT Services 24 0.2 (1,030) (7.8) (326) (2.2)
CTI Software (174) (8.1) (381)(12.3) 232 5.4
Computer Products 4,252 3.8 560 0.4 2,702 1.5
------- ----- ------- ----- ------- -----
Total 4,102 3.3 (851) (0.5) 2,608 1.3
Interest expense (net of other income) 642 0.5 319 0.2 648 0.3
------- ----- ------- ----- ------- -----
Income (loss from continuing
operations before provision 3,460 2.8 (1,170) (0.7) 1,960 1.0
Provision (benefit) for income taxes 1,293 1.0 (382) (0.2) 686 (0.3)
------- ----- ------- ----- ------- -----
Net income (loss) from continuing
operations 2,167 1.8 (788) 0.5 1,274 0.7
Discontinued operations:
Income (loss) from discontinued
operations, net of taxes (323 (0.3) (310) (0.2) (981) (0.5)
Loss on disposal, net of taxes (1,138) (0.6)
------- ----- -------- ----- ------- -----
Net income $ 1,844 1.5% $ (1,098) (0.7)% $ (845) 0.4%
======= ===== ======= ===== ======= =====
<FN>
(1) Percentages shown in the table above are percentages of total company
revenue, except for each individual segment's gross profit, selling,
general and administrative expenses, and operating income, which are
percentages of the respective segment's revenue.
</FN>
</TABLE>
<PAGE>
Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998
(Dollars in thousands)
Revenue. Total revenue increased $42,143 (26.4%) to $201,817 in 1999 from
$159,674 in 1998.
Total 1999 IT Services revenue which comprised 7.4% of total revenues
compared to 8.3% in 1998, increased $1,674 (12.7%) to $14,857 in 1999 from
$13,183 in 1998. The increase in revenue is attributable to growth in our newer
offices and increased sales to existing customers and to new customers.
Revenue from CTI Software, which comprised 2.1% of total revenue in 1999,
compared to 1.9% in 1998, increased $1,223 (39.5%) to $4,318 in 1999 from $3,095
in 1998. The increased revenues from CTI Software were primarily the result of
sales to new customers and the expansion of geographic market.
Revenue from Computer Products, which comprised 90.5% of total revenue in
1999 compared to 89.8% in 1998, increased $39,246 (27.4%) to $182,642 in 1999
from $143,396 in 1998. The increase in Computer Products revenue was generally
attributable to increased sales of products and services to new and existing
customers and to sales generated in our newer branch offices. Of the $39,246
increase in Computer Products revenue, $25,396 (64.7%) resulted from increased
sales in our more established offices in Houston and Dallas and $13,850 (35.3%)
resulted from sales in our newer offices opened since mid-1997. The increase of
$25,396 from the older, more established offices in Houston and Dallas
represented an increase of 20.3% to $150,624 in 1999 from $125,228 in 1998. The
increase of $13,850 from our newer branch offices represented an increase of
76.2% to $32,018 in 1999 from $18,168 in 1998.
Gross Profit. Gross profit increased $2,983 (15.1%) to $22,791 in 1999 from
$19,808 in 1998, while gross margin decreased to 11.3% in 1999 from 12.4% in
1998.
IT Services gross profit increased by $177 (4.2%) to $4,385 in 1999
compared to $4,208 in 1998. Gross margin rates for IT Services were 29.5% in
1999 as compared to 31.9% in 1998. The increase in gross profit is commensurate
with the increase in revenues as discussed above.
The gross profit for CTI Software increased by $700 (46.9%) to $2,192 in
1999 from $1,492 in 1998. Gross margin rates for CTI Software were 50.8% in 1999
as compared to 48.2% in 1998. This increase was due primarily to higher revenues
coupled with lower system installation costs, relative to revenue, reflecting
improved productivity and efficiency due to improved software installation and
customization tools introduced in 1998.
Gross profit and gross margin in 1998 were affected by asset valuation
markdowns of $2,040 in our Computer Products segment related to reducing the
carrying value of that segment's inventory and certain vendor accounts
receivables. In 1999 we sold at auction some of the inventory which had become
aged. In addition, we continued to experience downward pressure on product
selling prices from our customers. The gross margin for Computer Products
decreased to 8.9% in 1999 from 9.8% in 1998, reflecting the effect of the
aforementioned auctions, the downward pressures on pricing, excessive freight
costs not passed on to customers and of write-offs of vendor accounts
receivable.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $476 (2.3%) to $20,183 in 1999 from $20,659 in
1998. As a percentage of total revenue, selling, general and administrative
expenses for continuing operations decreased to 10.0% in 1999 from 12.9% in
1998.
<PAGE>
The dollar decrease of approximately $476 was attributable to a decrease in
Delaware franchise tax of $152 (26.4%) attributable to the restructuring of the
authorized stock in 1998 and to reduced property taxes primarily resulting from
both appealing the property taxes for the Houston office and to the closing of
some of the branch offices opened in 1998. Additionally employee recruiting
expenses were reduced by $112 and general office expenses decreased by $137,
primarily due to the closing of unprofitable offices, downsizing of certain
branch offices and the reduction of certain expense structures. Additionally, we
realigned certain operations to eliminate redundancies and improve efficiency.
Contract labor costs decreased by $429 (60.4%) due to the conversion to employee
status and promotional and advertising expenses were decreased by $452 (221.5%),
primarily due to increased vendor co-op funds received in 1999. These savings
were offset by an increase in sales commissions of $294 (5.6%) attributable to
the increased sales volume, and by and increase in bad debt expense of $326
(127.9%).
IT Services' selling, general and administrative expenses decreased $527
(10.1%) to $4,711 in 1999 from $5,238 in 1998. For CTI Software, selling,
general and administrative expenses increased $87 (4.6%) to $1,960 from $1,873
in 1998. Selling, general and administrative expenses in Computer Products
decreased $36 (0.3%) to $13,512 in 1999 compared to $13,548 in 1998.
Operating Income (loss). Operating income increased $3,459 (406.5%) to
operating income of $2,608 in 1999 from a loss of $851 in 1998 due primarily to
the increase in sales volume of $42,143. Operating income for IT Services
increased $704 (68.3%) to an operating loss of $326 in 1999 compared to an
operating loss of $1,030 in 1998. For CTI Software, the operating income
increased $613 (160.9%) to income of $232 in 1999 from an operating loss of $381
in 1998. Computer Products' operating income increased $2,142 (382.5%) to
operating income of $2,702 in 1999 from $560 in 1998.
Interest Expense (Net of Other Income). Interest expense (net of other
income) increased $329 (103.1%) to $648 in 1999 compared to $319 in 1998.
Interest expense was lower in 1998 due to the reduction of outstanding debt
resulting from the 1997 stock offering proceeds applied to the reduction of
debt. Additionally, increased sales volume in 1999 resulting in higher inventory
purchases and accounts receivable levels contributed to higher interest expense
in 1999.
Net Income (Loss) from continuing operations. Net income (loss) from
continuing operations, after an income tax provision totaling $686 (reflecting
an effective tax rate of 35.0% for 1999 compared to 32.6% for 1998), became
income of $1,274 in 1999 compared to a loss of $788 in 1998.
Discontinued operations. On November 2, 1999 we approved a plan to sell
or close our Telecom Systems division. A sale of certain assets of the division
and its ongoing operations closed on March 16, 2000. As a consequence of these
events, the operations of Telecom Systems are reported as discontinued
operations. The company experienced a net loss on the operations of the Telecom
Division of $981 in 1999, net of a tax benefit of $505 and a loss on disposal of
$1,138, net of a tax benefit of $586. The loss on discontinued operations in
1998 was $ 310, net of taxes of $159.
<PAGE>
Year Ended December 31, 1998 Compared to the Year Ended December 31, 1997
(Dollars in thousands)
Revenue. Total revenue increased $35,910 (29.0%) to $159,674 in 1998 from
$123,764 in 1997.
Total 1998 IT Services revenue consisted of $13,183 (8.3%) as compared to
$10,240 (8.3%) , in 1997.
<PAGE>
Revenue from CTI Software, which comprised 1.9% of total revenue in 1998,
compared to 1.7% in 1997, increased $950 (44.3%) to $3,095 in 1998 from $2,145
in 1997. The increased revenues from CTI Software were primarily the result of
sales to new customers, the introduction of a new call center software product,
the addition of several new resellers for their products and the integration of
products with several third-party software products.
Revenue from Computer Products, which comprised 89.8% of total revenue in
1998 compared to 90.0% in 1997, increased $32,017 (28.7%) to $143,396 in 1998
from $111,379 in 1997. The increase in Computer Products revenue was generally
attributable to increased sales of products and services to new and existing
customers and to sales generated in our newer branch offices. Of the $32,017
increase in Computer Product's revenue, $15,898 (49.7%) resulted from increased
sales in our more established offices in Houston and Dallas and $16,119 (50.3%)
resulted from sales in our newer offices opened since mid-1997. The increase of
$15,898 from the older, more established offices in Houston and Dallas
represented an increase of 14.6% to $124,851 in 1998 from $108,953 in 1997. The
increase of $16,119 from our newer branch offices represented an increase of
785.9% to $18,170 in 1998 from $2,051 in 1997.
Gross Profit. Gross profit increased $3,174 (19.1%) to $19,808 in 1998 from
$16,629 in 1997, while gross margin decreased to 12.4% in 1998 from 13.4% in
1997. Gross profit and gross margin were affected by asset valuation markdowns
of $2,040 in our Computer Products division related to reducing the carrying
value of that segment's inventory and certain vendor accounts receivables. We
decided that the mark-downs in inventory value were necessary based upon an
analysis of the impact of supplier's changes in product return privileges and
price protection policies made available by product manufacturers and suppliers.
The markdowns related to reducing the carrying value of certain vendor accounts
receivables were due to our inability to collect certain accounts related to
special promotional funds owed to us from certain of our suppliers.
Gross profit for IT Services increased $179 to $4,208 in 1998 from $4,029
in 1997 while gross margins decreased in 1998 to 31.9% from 39.3% in 1997
reflecting pricing pressures.
The gross profit for CTI Software increased $570 to $1,492 in 1998 from
$922 in 1997 while gross margins increased to 48.2% in 1998 from 43.0% in 1997.
This increase was due primarily to lower system installation costs, relative to
revenue, reflecting improved productivity and efficiency due to improved
software installation and customization tools introduced in 1998.
The gross profit for Computer Products decreased to 9.8% in 1998 from 10.5%
in 1997, reflecting the effect of the aforementioned asset valuation markdowns
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $8,132 (64.9%) to $20,659 in 1998 from $12,527
in 1997. As a percentage of total revenue, selling, general and administrative
expenses increased to 12.9% in 1998 from 10.1% in 1997.
The dollar increase of approximately $3,200 was attributable to a 60.7% in
sales personnel compensation due to our efforts to expand our sales force,
particularly in the newer branch offices, and to increased commissions paid to
sales staff resulting from increases in revenue; approximately $2,500 was
attributable to a 59.5% increase in compensation to administrative personnel
primarily related to the opening of additional offices; and $840 was
attributable to a 79.3% increase in rent, utilities and telephone expenses
primarily related to operating eight physical branch offices and a regional
distribution facility at the end of the 1998 period compared to only three
branch offices at the end of 1997. Other costs were generally higher in 1998
compared to 1997 due to opening and operating the additional branch offices and
the distribution center and due to increased levels of business activity.
<PAGE>
Selling, general and administrative expenses in IT Services increased
$1,233 (30.8%) to $5,238 in 1998 compared to $4,005 in 1997. For CTI Software,
selling, general and administrative expenses increased $777 (70.9%) to $1,873
from $1,096 in 1997. For Computer products, selling, general and administrative
expenses increased $6,122 (82.4%) to $13,548 from $7,426.
Operating Income (loss). Operating income decreased $4,953 to a loss of
$851 in 1998 from a profit of $4,102 in 1997 due primarily to the increase in
selling, general and administrative expenses and the effect of the
aforementioned asset valuation markdowns. Operating income in IT Services
decreased $1,054 to a loss of $1,030 in 1998 from operating income of $24 in
1997. For CTI Software, the operating loss increased $207 (119.0%) to $381 in
1998 from $174 in 1997. For Computer Products, the operating income decreased
$3,692 (86.8%) to $560 in 1998 from $4,252 in 1997.
Interest Expense (Net of Other Income). Interest expense (net of other
income) decreased $323 (50.3%) to $319 in 1998 compared to $642 in 1997.
Interest expense decreased in 1998 due to the reduction of outstanding debt
resulting from the 1997 stock offering proceeds applied to the reduction of
debt.
Net Income (Loss) From Continuing Operations. Net income (loss) from
continuing operations, after an income tax benefit totaling $382 (reflecting an
effective tax rate of 32.6% for 1998 compared to 37.4% for 1997), became a loss
of $788 in 1998 compared to a profit of $2,167 in 1997.
Discontinued Operations. The loss on discontinued operations was $310 in
1998, net of taxes of $159, as compared to $323 in 1997, net of taxes of $167.
<PAGE>
Quarterly Results of Operations
The following table sets forth certain unaudited quarterly financial
information for each of our last eight quarters and, in the opinion of
management, includes all adjustments (consisting of only normal recurring
adjustments) which the company considers necessary for a fair presentation of
the information set forth therein. Our quarterly results may vary significantly
depending on factors such as the timing of large customer orders, timing of new
product introductions, adequacy of product supply, variations in our product
costs, variations in our product mix, promotions, seasonal influences and
competitive pricing pressures. Furthermore, we generally have experienced a
higher volume of product orders in our computer products business segment in the
fourth quarter, which we attribute to year-end capital spending by some of our
customers. Any decrease in the number of year-end orders we experience may not
be offset by increased revenues in our first three quarters. The results of any
particular quarter may not be indicative of results for the full year or any
future period.
<TABLE>
<CAPTION>
1998 1999
------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
Revenue
IT Services $ 2,892 $ 3,062 $ 3,533 $ 3,696 $ 3,548 $ 3,691 $ 3,591 $ 4,027
CTI Software 826 513 723 1,033 770 825 1,329 1,394
Computer Products 27,752 34,447 38,217 42,980 42,254 44,611 45,961 49,816
------- ------- ------- ------- ------- ------- ------- -------
Total 31,470 38,022 42,473 47,709 46,572 49,127 50,881 55,237
Cost of sales and services
IT Services 1,917 2,025 2,406 2,627 2,531 2,479 2,415 3,047
CTI Software 515 278 319 491 331 413 623 759
Computer Products 24,400 30,556 33,733 40,599 38,419 41,001 41,793 45,215
------- ------- ------- ------- ------- ------- ------- -------
Total 26,832 32,859 36,458 43,717 41,281 43,893 44,831 49,021
Gross Profit
IT Services 975 1,037 1,127 1,069 1,017 1,212 1,176 980
CTI Software 311 235 404 542 439 412 706 635
Computer Products 3,352 3,891 4,484 2,381 3,835 3,610 4,168 4,601
------- ------- ------- ------- ------- ------- ------- -------
Total 4,638 5,163 6,015 3,992 5,291 5,234 6,050 6,216
Selling, general and
administrative expenses
IT Services 972 1,212 1,452 1,602 1,136 1,227 1,201 1,147
CTI Software 374 450 395 654 497 448 524 491
Computer Products 2,662 3,219 3,615 4,052 3,459 3,345 3,237 3,471
------- ------- ------- ------- ------- ------- ------- -------
Total 4,008 4,881 5,462 6,308 5,092 5,020 4,962 5,109
Operating income (loss)
IT Services 3 (175) (325) (533) (119) (15) (25) (167)
CTI Software (63) (215) 9 (112) (58) (36) 182 144
Computer Products 690 672 869 (1,671) 376 265 931 1,130
------- ------- ------- ------- ------- ------- ------- -------
Total 630 282 553 (2,316) 199 214 1,088 1,107
Interest expense (net of
other income) 21 44 88 166 222 183 169 74
------- ------- ------- ------- ------- ------- ------- -------
Income (loss) before
provision (benefit) for
income taxes 609 238 465 (2,482) (23) 31 919 1,033
Provision (benefit) for
income taxes 219 98 166 (865) 1 25 306 354
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss) from
continuing operations 390 140 299 (1,617) (24) 6 613 679
Discontinued operations:
Net income (loss) from
discontinued operations,
net of tax (266) 130 (212) 38 (30) (376) (281) (294)
Loss on disposal (1,138)
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss) $ 124 $ 270 $ 87 $ (1,579) $ (54) $ (370) $ 332 $ (753)
======= ======= ======= ======= ======= ======= ======= =======
Net Income (loss) per share:
Basic:
Continuing Operations $ 0.09 $ 0.03 $ 0.07 $ (0.38) $ (0.01) $ 0.01 $ 0.15 $ 0.16
Discontinued Operations (0.06) 0.03 (0.05) 0.01 (0.01) (0.09) (0.07) (0.07)
Loss on Disposal (0.27)
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss) per share $ 0.03 $ 0.06 $ 0.02 $ (0.37) $ (0.02) $ (0.08) $ 0.08 $ (0.18)
======= ======= ======= ======= ======= ======= ======= =======
Diluted:
Continuing Operations $ 0.09 $ 0.03 $ 0.07 $ (0.38) $ (0.01) $ 0.01 $ 0.14 $ 0.16
Discontinued Operations (0.06) 0.03 (0.05) 0.01 (0.01) (0.09) (0.06) (0.07)
Loss on Disposal (0.27)
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss) per share $ 0.03 $ 0.06 $ 0.02 $ (0.37) $ (0.02) $ (0.08) $ 0.08 $ (0.18)
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
<PAGE>
Liquidity and Capital Resources
Historically, we have satisfied our cash requirements principally through
borrowings under our lines of credit and through operations. We maintain a cash
position sufficient to pay only our immediately due obligations and expenses.
When the amount of cash available falls below our immediate needs we request an
advance under our credit facility. As our total revenue has grown, we have
obtained increases in our available lines of credit to enable us to finance our
growth. Our working capital was $12,738, $9,800 and $9,567 at December 31, 1997,
1998 and 1999, respectively. The decreases in working capital during 1999 and
1998 were primarily attributable to increases in our accounts payable as a
result of product costs attributable to our revenue growth. At December 31, 1999
we had outstanding borrowings of $30,129. Our total collateral base was $30,462
at December 31, 1999, of which $1,952 is available to borrow from our secondary
lenders and $1,620 is payable to the primary lender. Such amount was paid from
existing cash balances in January 2000. At December 31, 1999, we had a $30,000
credit facility with our primary lender. As of December 31, 1999, we were fully
borrowed against our available borrowing based due to the higher level of
business during the fourth quarter.
Cash Flows
Operating activities provided net cash totaling $2,086 and $2,612 during
1997 and 1999, respectively, and used net cash totaling $10,831 during 1998.
During 1997, net cash was provided from operations due primarily to net income,
increased levels of trade accounts payable and accrued expenses which more than
offset increases in accounts receivable. During 1998, net cash was used by
operations due primarily to a net loss, a large increase in accounts receivable
and an increase in inventory, which was offset somewhat by an increase in
accounts payable and accrued expenses. During 1999 net cash provided by
operations resulted from increases in accounts payable which offset our increase
in accounts receivable.
Accounts receivable increased $8,999, $9,377 and $3,138 during 1997, 1998
and 1999, respectively. Inventory decreased $162 and $516 in 1997 and 1999,
respectively, and increased $3,797 in 1998.
Investing activities used cash totaling $992, $1,764 and $276 during 1997,
1998 and 1999, respectively. Our investing activities that used cash during
these periods were primarily related to capital expenditures related to new
offices, an expanded work force and upgrading of computing equipment and our
management information systems. During the next twelve months, we do not expect
to incur material capital expenditures.
Financing activities provided cash totaling $258, $13,552 and used cash
totaling $227 during 1997,1998 and 1999, respectively. In July 1997, we received
$8,661 net proceeds from the sale of Common Stock in a public offering. Those
proceeds were used to reduce the outstanding balance under our line of credit.
The primary source of cash from financing activities in other periods has been
borrowings on our lines of credit. The lines of credit have been used
principally to satisfy our cash requirements, including financing increases in
accounts receivable and inventory. During 1998 and 1999 we used $834 and $138,
respectively to repurchase shares that were held in treasury at the end of 1999.
<PAGE>
Asset Management
Our cash flow from operations has been affected primarily by the timing of
its collection of accounts receivable. We have typically sold our products and
services on short-term credit terms and seek to minimize our credit risk by
performing credit checks and conducting our own collection efforts. We had
accounts receivable, net of allowance for doubtful accounts of $34,893 and
$37,726 at December 31, 1998 and 1999, respectively. The number of days' sales
outstanding in trade accounts receivable was 60 days, 67 days and 66 days for
years 1997, 1998 and 1999, respectively. The increase in days' sales outstanding
in 1998 was caused by a general slow down in payments by our customers. Bad debt
expense as a percentage of total revenue for the same periods was 0.2%, 0.2% and
0.2% Our allowance for doubtful accounts, as a percentage of accounts
receivable, was 1.0%, 1.0% and 1.0% at December 31, 1997, 1998 and 1999,
respectively.
We attempt to manage our inventory in order to minimize the amount of
inventory held for resale and the risk of inventory obsolescence and decreases
in market value. We attempt to maintain a level of inventory required to reach
only our near term delivery requirements by relying on the ready availability of
products from our principal suppliers. Manufacturers of our major products have
in the past generally provided price protection, which reduces our exposure to
decreases in prices, but during 1998 most major product manufacturers reduced or
largely eliminated price protection. Our suppliers generally allow for some
levels of returns of excess inventory, which, on a limited basis, are made
without material restocking fees. During 1998, our suppliers generally became
more restrictive in their policies regarding product return privileges.
Inventory turnover for 1997, 1998 and 1999 was 21.5 times, 22.0 times, and 22.5
times, respectively.
Credit Facilities
On February 27, 1998 we executed agreements with Deutsche Financial
Services ("DFS") for a revolving line of credit (the "DFS Facility") which is
our principal source of liquidity. We have a credit facility with IBM Credit
Corporation ("IBMCC") for the purchase of IBM branded computer products (the
"IBMCC Facility").
The total credit available under the DFS Facility is $30,000, subject to
borrowing base limitations which are generally computed as a percentage of
various classes of eligible accounts receivable and qualifying inventory. Credit
available under the DFS Facility for floor plan financing of inventory from
approved manufacturers (the "Inventory Line") is $20,000. Available credit under
the DFS Facility, net of Inventory Line advances, is $10,000, which we use
primarily to carry accounts receivable and for other working capital and general
corporate purposes (the "Accounts Line"). Borrowings under the Accounts Line
bear interest at the fluctuating prime rate minus 1.0% per annum. Under the
Inventory Line, DFS pays our inventory vendors directly, generally in exchange
for negotiated financial incentives. Typically, the financial incentives
received are such that DFS does not charge us interest until 40 days after the
transaction is financed, at which time we are required to either pay the full
invoice amount of the inventory purchased from corporate funds or to borrow
under the Accounts Line for the amount due to DFS. Inventory Line advances not
paid within 40 days after the financing date bear interest at the fluctuating
prime rate plus 5.0%. For purposes of calculating interest charges the minimum
prime rate under the DFS Facility is 7.0%. DFS may change the computation of the
borrowing base and disqualify accounts receivable upon which advances have been
made and require repayment of such advances to the extent such disqualifications
cause our borrowings to exceed the reduced borrowing base.
<PAGE>
The DFS Facility is collateralized by a security interest in substantially
all of our assets, including its accounts receivable, inventory and bank
accounts. Collections of our accounts receivable are required to be applied
through a lockbox arrangement to repay indebtedness to DFS; however, DFS has
amended the lockbox agreement to make such arrangements contingent upon certain
financial ratios. Provided we are in compliance with our debt to tangible net
worth covenant, we have discretion over the use and application of the funds
collected in the lockbox. If we exceed that financial ratio, DFS may require
that lockbox payments be applied to reduce our indebtedness to DFS. If in the
future DFS requires that all lockbox payments be applied to reduce our
indebtedness, we would be required to seek funding from DFS or other sources to
meet substantially all of our cash needs. The DFS agreement contains restrictive
covenants which, among other things, require specific ratios of current assets
to current liabilities and debt to tangible net worth and require us to maintain
a minimum tangible net worth. The terms of the agreement also prohibits the
payment of dividends and other similar expenditures, including advances to
related parties.
The IBMCC Facility is a $2,000 credit facility for the purchase of IBM
branded inventory from certain suppliers. Advances under the IBMCC Facility are
typically interest free for 30 days after the financing date for transactions in
which adequate financial incentives are received by IBMCC from the vendor.
Within 30 days after the financing date, the full amount of the invoice for
inventory financed through IBMCC is required to be paid. Amounts remaining
outstanding thereafter bear interest at the fluctuating prime rate (but not less
than 6.5%) plus 6.0%. IBMCC retains a security interest in the inventory
financed. The IBMCC Facility is immediately terminable by either party by
written notice to the other and prohibits payment of dividends. At December 31,
1999, we had $30,080 and $48 outstanding on the DFS Facility and the IBMCC
Facility, respectively. A payment was made in January 2000 to comply with the
borrowing base limitations under the DFS Facility.
Year 2000 Issue
The Year 2000 issue is the result of computer programs using two digits to
define the applicable year. These programs were designed without consideration
for the effect of the change in century and if not corrected could have failed
or created erroneous results at the turn of the century. Essentially all the
company's MIS were potentially affected by the Year 2000 issue.
In order to prepare for the Year 2000 issue we implemented the following
remediation plan for our MIS:
(1) Identification of all applications and hardware with potential Year
2000 issues.
(2) For each item identified, perform an assessment to determine an
appropriate action plan and timetable for remediation of each item.
(3) Implementation of the specific action plan.
(4) Test each application upon completion.
(5) Place the new process into production and conduct system integration
testing.
We successfully implemented the above remediation plan for all affected MIS.
Following the arrival of the Year 2000 we experienced no significant problems
with any of our systems as a result of the Year 2000 issue. There was no
interruption in our ability to transact business with suppliers and customers.
We continue to monitor our systems, suppliers and customers for any
unanticipated issues that may not have been manifested yet. The implementation
of the remediation plan was entirely funded from operations. We estimate that we
incurred approximately $300 in expenses during 1998 and 1999 related to the Year
2000 issue.
<PAGE>
Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives), and for
hedging activities. SFAS No. 133, as amended by SFAS No. 137, is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. Management is
evaluating what impact, if any, and additional disclosures may be required when
this statement is adopted.
In March 1998, the Accounting Standards Committee ("AcSEC") issued
Statement of Position ("SOP") No. 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. This Statement provides
guidance on accounting for costs of computer software developed or obtained for
internal use. SOP No. 98-1 is effective for fiscal years beginning after
December 15, 1998. In April 1998, SOP N0. 98-5, Reporting on the Costs of
Start-Up Activities, was issued by AcSEC. This Statement provides guidance on
determining what constitutes a start-up activity and requires that the costs of
these start-up activities be expensed as incurred. We have implemented these two
Statements in the year ending December 31, 1999.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We incur certain market risks related to interest rate variations because
we hold floating rate debt. Based upon the average amount of debt outstanding
during 1999, a one-percent increase in interest rates paid by us on our debt
would have resulted in an increase in interest expense of approximately $135 for
the year.
<PAGE>
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements:
Independent Auditors' Report 26
Consolidated Balance Sheets at December 31, 1998 and 1999 27
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999 28
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1997, 1998 and 1999 29
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999 30
Notes to Consolidated Financial Statements for the years ended
December 31, 1997, 1998 and 1999 31
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders of Allstar Systems, Inc.:
We have audited the accompanying consolidated balance sheets of Allstar
Systems, Inc. and subsidiaries ("Allstar") as of December 31, 1998 and 1999, and
the related statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1999. Our audits also
included the financial statement schedule listed in the index at Item 14(a)(2).
These financial statements and financial statement schedule are the
responsibility of Allstar's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Allstar at December 31, 1998
and 1999, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999 in conformity with generally
accepted accounting principles. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ Deloitte & Touche LLP
Houston, Texas
March 17, 2000
<PAGE>
ALLSTAR SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1998 AND 1999
(In thousands, except share and par value amounts)
ASSETS 1998 1999
Current Assets:
Cash and cash equivalents $ 2,538 $ 4,647
Accounts receivable, net 34,893 37,726
Accounts receivable - affiliates 373 423
Inventory 8,497 7,442
Deferred taxes 431 836
Income taxes receivable 637
Other current assets 559 384
--------- ---------
Total current assets 47,928 51,458
Property and equipment, net 2,902 2,280
Other assets 198 178
--------- ---------
$ 51,028 $ 53,916
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 15,958 $ 15,869
Accounts payable 16,641 21,687
Accrued expenses 5,273 3,896
Net liabilities related to
discontinued operations 199
Deferred service revenue 256 240
--------- ---------
Total current liabilities 38,128 41,891
Deferred credit - stock warrants 195 195
Commitments and Contingencies (See Note 11)
Stockholders' Equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized,
no shares issued
Common stock, $.01 par value, 15,000,000 shares authorized,
4,503,411 and
4,442,325 issued at December 31,
1998 and 1999, respectively 45 44
Additional paid in capital 10,196 10,037
Unearned equity compensation (269) (1)
Treasury stock, at cost,
271,200 and 381,800 shares at (834) (972)
December 31, 1998 and 1999, respectively
Retained earnings 3,567 2,722
--------- ---------
Total stockholders' equity 12,705 11,830
--------- ---------
$ 51,028 $ 53,916
========= =========
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
ALLSTAR SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
(In thousands, except share and per share amounts)
Years ended December 31
----------------------------------------------
1997 1998 1999
<S> <C> <C> <C>
Total revenue $ 123,764 $ 159,674 $ 201,817
Cost of goods and services 107,135 139,866 179,026
------------ ------------ ------------
Gross profit 16,629 19,808 22,791
Selling, general and administrative expenses 12,527 20,659 20,183
------------ ------------ ------------
Operating income (loss) 4,102 (851) 2,608
Interest expense (net of other income) 642 319 648
------------ ------------ ------------
Income (loss) from continuing operations before
provision (benefit) for income taxes 3,460 (1,170) 1,960
Provision (benefit) for income taxes 1,293 (382) 686
------------ ------------ ------------
Net income (loss) from continuing operations 2,167 (788) 1,274
Discontinued operations:
Net loss from discontinued operations, net of taxes (323) (310) (981)
Loss on disposal, net of taxes (1,138)
------------ ------------ ------------
Net income (loss) $ 1,844 $ (1,098) $ (845)
============ ============ ============
Net income (loss) per share:
Basic:
Net income (loss) from continuing operations $ 0.62 $ (0.18) $ 0.31
Net loss from discontinued operations (0.10) (0.07) (0.24)
Loss on disposal (0.27)
------------ ------------ ------------
Net loss per share $ (0.52) $ (0.25) $ (0.20)
============ ============ ============
Diluted:
Net income (loss) from continuing operations $ 0.61 $ (0.18) $ 0.30
Discontinued operations (0.09) (0.07) (0.23)
Loss on disposal (0.27)
------------ ------------ ------------
Net loss per share $ (0.52) $ (0.25) $ (0.20)
============ ============ ============
Weighted average number of shares outstanding:
Basic 3,519,821 4,345,883 4,168,140
============ ============ ============
Diluted 3,526,787 4,345,883 4,226,911
============ ============ ============
<FN>
See motes to consolidated financial statements
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLSTAR SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
(In thousands, except share and per share amounts)
$.01 par value Additional Unearned
Common Stock Paid-In Treasury Equity Retained
Shares Amount Capital Stock Compensation Earnings Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997 2,675,000 $ 27 $ 1,479 $ 2,821 $ 4,327
Sale of common stock, net of
initial public offering
expenses of $2,040
on conversion 1,765,125 18 8,448 8,466
Issuance of restricted stock 14,286 86 $ (86)
Net income 1,844 1,844
---------- ------ --------- ------- -------- -------- -------
Balance at December 31, 1997 4,454,411 45 10,013 (86) 4,665 14,637
Issuance of restricted stock 63,500 237 (237)
Cancellation of restricted stock (14,500) (54) 54
Purchase of treasury stock (271,200) $ (834) (834)
Net loss (1,098) (1,098)
---------- ------ --------- -------- -------- -------- -------
Balance at December 31, 1998 4,232,211 45 10,196 (834) (269) 3,567 12,705
Cancellation of restricted stock (61,086) (1) (159) 268 108
Purchase of treasury stock (110,600) (138) (138)
Net loss (845) (845)
---------- ------ --------- ------- -------- -------- -------
Balance at December 31, 1999 4,060,525 $ 44 $ 10,037 $ (972) $ (1) $ 2,722 $ 11,830
========== ====== ========= ======= ======== ======== =======
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLSTAR SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
(In thousands, except share and per share amounts)
Years ended December 31
----------------------------------------------
1997 1998 1999
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (loss) from continuing operations $ 2,167 $ (788) $ 1,274
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Gain on disposal of assets (7)
Depreciation and amortization 623 882 840
Deferred tax provision 138 (219)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable, net (8,999) (9,377) (3,138)
Accounts receivable - affiliates (294) 61 (50)
Inventory 162 (3,797) 516
Income taxes receivable (637) 637
Other current assets (144) (241) 175
Other assets 311 (117) (30)
Accounts payable 7,817 2,079 5,046
Accrued expenses 806 1,708 (523)
Income taxes payable (124) (82)
Deferred service revenue (54) 14 (16)
------------ ------------ ------------
Net cash provided by (used in) operating activities 2,409 (10,521) 4,731
Net operating activities from discontinued operations (323) (310) (2,119)
------------ ------------ ------------
Net cash provided by (used in) operating activities 2,086 (10,831) 2,612
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (992) (1,774) (276)
Proceeds from sale of fixed assets 10
------------ ------------ ------------
Net cash used in investing activities (992) (1,764) (276)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (834) (138)
Net proceeds on sale of common stock 8,661
Net increase (decrease) in notes payable (8,403) 14,386 (89)
------------ ------------ ------------
Net cash provided by (used in) financing activities 258 13,552 (227)
------------ ------------ ------------
NET INCREASE CASH AND CASH EQUIVALENTS 1,352 957 2,109
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 229 1,581 2,538
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,581 $ 2,538 $ 4,647
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 958 $ 403 $ 989
============ ============ ============
Cash paid for income taxes $ 1,032 $ 397 $
============ ============ ============
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
ALLSTAR SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
(In thousands, except share and per share amounts)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allstar Systems, Inc. and subsidiaries ("Allstar") is engaged in the sale
and service of computer and telecommunications hardware and software products in
the United States. During 1995 Allstar formed and incorporated Stratasoft, Inc.,
a wholly-owned subsidiary, to create and market software related to the
integration of computer and telephone technologies. In January 1997, Allstar
formed IT Staffing Inc., a wholly-owned subsidiary, to provide temporary and
permanent placement services of technical personnel. In March 1998 Allstar
formed Allstar Systems Rio Grande, Inc., a wholly-owned subsidiary to engage in
the sale and service of computer products in western Texas and New Mexico.
A substantial portion of Allstar's sales and services are authorized under
arrangements with product manufacturers. Allstar's operations are dependent upon
maintaining its approved status with such manufacturers. As a result of these
arrangements and arrangements with its customers, gross profit could be limited
by the availability of products or allowance for volume discounts. Furthermore,
net income before income taxes could be affected by changes in interest rates
which underlie the credit arrangements which are used for working capital (see
Note 6).
Allstar's significant accounting policies are as follows:
Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of Allstar Systems, Inc. and its wholly-owned
subsidiaries. All significant intercompany balances and transactions have been
eliminated.
Inventory - Inventory consists primarily of personal computers and
components and is valued at the lower of cost or market with cost determined on
the first-in first-out method.
Property and Equipment - Property and equipment are recorded at cost.
Expenditures for repairs and maintenance are charged to expense when incurred,
while expenditures for betterments are capitalized. Disposals are removed at
cost less accumulated depreciation with the resulting gain or loss reflected in
operations in the year of disposal.
Property and equipment are depreciated over their estimated useful lives
ranging from five to ten years using the straight-line method. Depreciation
expense totaled $620, $833 and $790 for the years ended December 31, 1997, 1998
and 1999, respectively.
Impairment of Long-Lived Assets - Allstar records impairment losses on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired and the undiscounted cash flows estimated to be
generated by those assets are less than the carrying amounts of those assets.
Income Taxes- Allstar accounts for income taxes under the liability method,
which requires, among other things, recognition of deferred income tax
liabilities and assets for the expected future tax consequences of events that
have been recognized in Allstar's consolidated financial statements or tax
returns. Under this method, deferred income tax liabilities and assets are
determined based on the temporary differences between the financial statement
carrying amounts and the tax bases of existing assets and liabilities and the
recognition of available tax carryforwards.
<PAGE>
Earnings per Share - In accordance with the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," basic net
income per share is computed on the basis of the weighted-average number of
common shares outstanding during the periods. Diluted net income per share is
computed based upon the weighted-average number of common shares plus the
assumed issuance of common shares for all potentially dilutive securities using
the treasury stock method (See Note 13).
Revenue Recognition - Revenue from the sale of computer products is
recognized when the product is shipped. Service income is recognized ratably
over the service contract life. Revenues resulting from installations of
equipment for which duration is in excess of three months are recognized using
the percentage-of-completion method. The percentage of revenue recognized on
each contract is based on the most recent cost estimate available. Revisions of
estimates are reflected in the period in which the facts necessitating the
revisions become known; when a contract indicates a loss, a provision is made
for the total anticipated loss. At December 31, 1998, Allstar had $3,682 of such
contracts in progress of which $1,567 of revenue had not been recognized along
with $826 of cost related to those revenues. At December 31, 1999, Allstar had
$1,524 of such contracts in progress of which $717 of revenue had not been
recognized along with $400 of costs related to those revenues. Costs and
estimated earnings in excess of billings on uncompleted contracts are included
within the heading account receivable, net on the consolidated balance sheets.
Research and Development Costs - Expenditures relating to the development
of new products and processes, including significant improvements and
refinements to existing products, are expensed as incurred. The amounts charged
to expense were approximately $200 in the years ended December 31, 1997, 1998
and 1999, respectively.
Employee Stock Based Compensation- Allstar recognizes compensation expense
for stock options and other stock based employee compensation plans based on the
intrinsic value of the equity instrument at the measurement date (See Note 12).
Comprehensive Income- In June 1997, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No.
130 establishes standards for the reporting and display of comprehensive income
and its components in a full set of general purpose financial statements and is
effective for fiscal years beginning after December 15,1997. Allstar adopted
SFAS No.130 in the year ended December 31, 1998. Allstar had no comprehensive
income items to report for all periods presented.
Segment Information- Allstar follows the provisions of SFAS No.131,
"Disclosures about Segments of an Enterprise and Related Information." SFAS No.
131 changes the way companies report selected segment information in annual
financial statements and requires the companies to report selected segment
information in interim financial reports to stockholders. See Note 14 for
segment information.
Recently Issued Accounting Standards- In June 1998, the FASB issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivatives and Hedging Activities" which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
imbedded in other contracts (collectively referred to as derivatives), and for
hedging activities. SFAS No. 133, as amended by SFAS No. 137, is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. Management is
currently evaluating what, if any, additional adjustment or disclosure may be
required when this statement is adopted.
In March 1998, the Accounting Standards Committee ("AcSEC") issued
Statement of Position ("SOP") No. 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. This Statement provides
guidance on accounting for costs of computer software developed or obtained for
internal use. SOP No. 98-1 is effective for fiscal years beginning after
December 15, 1998. In April 1998, SOP No. 98-5, Reporting on the Costs of
Start-Up Activities, was issued by AcSEC. This Statement provides guidance on
determining what constitutes a start-up activity and requires that the costs of
these start-up activities be expensed as incurred. These two Statements were
implemented by Allstar on January 1, 1999. The adoption of SOP P98-1 and SOP
98-5 did not have a material impact on the Company's financial position or
results of operations.
Fair Value of Financial Instruments - Allstar's financial instruments
consist of cash and cash equivalents, accounts receivable, accounts payable and
notes payable for which the carrying values approximate fair values given the
short-term maturity of the instruments. It is not practicable to estimate the
fair values of related-party receivables due to the nature of the instruments.
Cash and Cash Equivalents - Cash and cash equivalents include any highly
liquid debt instruments with maturity of three months or less when purchased.
Use of Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from these estimates.
Reclassifications - The accompanying consolidated financial statements for
the years presented have been reclassified to give retroactive effect to certain
changes in presentation.
3. DISCONTINUED OPERATIONS
On November 2, 1999, Allstar approved a plan to sell or close its Telecom
division. This is the measurement date. Allstar entertained offers to acquire a
significant portion of the assets of the Telecom division and to assume any
ongoing operations of the division. A sale was finalized on March 16, 2000.
Under the terms of the sale Allstar received $250 cash, and the ability to
obtain restrictive stock in the purchaser contingent upon the performance of the
acquired operations during a period ending six months after the closing date.
Additionally, the purchaser assumed all telephone equipment warranty obligations
of Allstar up to a maximum of $30. Any excess warranty costs incurred by the
purchaser will be billed to Allstar at an agreed upon rate. A disposal loss,
including an estimate of the operating results from the measurement date,
November 2, 1999 to the closing date of the sale of $580, and estimates for
impairment of assets caused by the disposal decision of $558, totaling $1,138
(net of income tax savings of $586), was recognized. The disposal loss includes
an operating loss of $284 (net of income tax savings of $146) from the
measurement date to December 31, 1999. Pretax loss from discontinued operations
(net of tax savings of $167, $159 and $505) was $323, $310, and $981 in 1997,
1998 and 1999 respectively. Allstar will retain accounts receivable of
approximately $1,400, net of reserves, fixed assets of $30 and liabilities
related to the Telecom division. Fixed assets are being redeployed in the
continuing operations. The balance sheet caption "Net liabilities related to
discontinued operations" includes $250 of net inventory not retained and $449 of
estimated operating losses for the period from January 1, 2000 through the
disposal date of March 16, 2000. Revenue for the Telecom division for the years
ended December 31, 1997, 1998 and 999 was $5,403, $7,499 and $3,975,
respectively. The Company allocates interest expense to its various divisions on
a proportional basis based on accounts receivable. Interest expense allocated to
the Telecom division for the years ended December 31, 1997 and 1998 and for the
period from January 1, 1999 to November 2, 1999 was $55, $32, and $69,
respectively. The Company has allocated interest expense from November 2, 1999
to the disposal date of March 16, 2000 of $20 both of which are included in the
loss on disposal.
4. ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following at December 31, 1998 and
1999:
1998 1999
Accounts receivable $ 31,547 $ 35,929
Accounts receivable retained - Telecom 3,704 2,025
Allowances for doubtful accounts (358) (228)
--------- --------
Total $ 34,893 $ 37,726
========= ========
5. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31, 1998 and
1999:
1998 1999
Equipment $ 502 $ 512
Computer equipment 4,218 4,067
Furniture and fixtures 442 507
Leasehold improvements 138 203
Vehicles 27 27
--------- --------
5,327 5,316
Accumulated depreciation and amortization (2,425) (3,036)
--------- --------
Total $ 2,902 $ 2,280
========= ========
<PAGE>
6. CREDIT ARRANGEMENTS
On February 27, 1998 Allstar entered into a credit agreement with a
commercial finance company. The total credit available under the credit facility
is $30,000, subject to borrowing base limitations which are generally computed
as a percentage of various classes of eligible accounts receivable and
qualifying inventory. Credit available under the facility for floor plan
financing of inventory from approved manufacturers (the "Inventory Line") is
$20,000. Available credit under the facility, net of Inventory Line advances, is
$10,000, which is used by Allstar primarily to carry accounts receivable and for
other working capital and general corporate purposes (the "Accounts Line").
Borrowings under the Accounts Line bear interest at the fluctuating prime rate
minus 1.0% per annum. Under the Inventory Line interest accrues at prime rate,
which for purposes of this agreement will not fall below 7.0%, plus 5.0% for
outstanding balances over 40 days. At December 31, 1999, Allstar had $30,080
outstanding on the Inventory Line and Accounts Line, respectively, and was
overdrawn on its available credit. A payment was made in January 2000 to comply
with the borrowing base limitations.
This agreement, which continues in full force and effect for 36 months or
until terminated by 30 day written notice from the lender and may be terminated
upon 90 days notice by Allstar, subject to a termination fee, is collateralized
by substantially all of Allstar's assets. The agreement contains restrictive
covenants which, among other things, require specific ratios of current assets
to current liabilities and debt to tangible net worth and require Allstar to
maintain a minimum tangible net worth. The terms of the agreement also prohibit
the payment of dividends and limit the purchase of Allstar common stock, and
other similar expenditures, including advances to related parties.
Allstar also maintains a $2,000 revolving credit line with another
commercial finance company to floor plan inventory. This line of credit accrues
interest at prime (but not less than 6.5%) plus 6% for all outstanding balances
over 30 days. At December 31, 1999 Allstar had $1,952 credit available under
this line of credit.
The combined borrowing base under all credit arrangements was $30,462 at
December 31, 1999. The weighted-average interest rate for borrowings under all
credit arrangements in effect during 1997, 1998 and 1999 was 10.50%, 7.53%, and
7.13% respectively. Interest expense was $761, $441 and $969 for the years ended
December 31, 1997, 1998 and 1999 respectively.
<PAGE>
7. INCOME TAXES
The provision for income taxes for the years ended December 31, 1997, 1998
and 1999 consisted of the following:
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Current provision (benefit):
Federal $ 1,015 $ (166) $ 686
State 140 3
------ ------ ------
Total current provision 1,155 (163) 686
Deferred provision (benefit) 138 (219)
------ ------ ------
Total provision (benefit) from continuing operations 1,293 (382) 686
Total benefit from discontinued operations (167) (159) (505)
Total benefit from loss on disposal (586)
------ ------ ------
Total $ 1,126 $ (541) $ (405)
====== ====== ======
</TABLE>
The total provision for income taxes during the years ended December 31,
1997, 1998 and 1999 varied from the U.S. federal statutory rate due to the
following:
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Federal income tax at statutory rate $ 1,176 $ (398) $ 665
Nondeductible expenses 24 26 21
State income taxes 140 3
Other (47) (13)
------ ------ ------
Total provision (benefit) from continuing operations $ 1,293 $ (382) $ 686
====== ====== ======
</TABLE>
Net deferred tax assets computed at the statutory rate related to temporary
differences at December 31, 1998 and December 31, 1999 were as follows:
1998 1999
Net deferred tax assets:
Accounts receivable $ 242 $ 172
Closing and severance costs 60 76
Deferred service revenue 62 (41)
Inventory 67 43
Net operating loss carryforwards 586
--------- --------
Total current deferred tax assets $ 431 $ 836
========= ========
At December 31, 1999, Allstar had approximately $1,724 of net operating
loss carry forwards that expire in 2014.
<PAGE>
8. ACCRUED EXPENSES
Accrued liabilities consisted of the following as of December 31, 1998 and
1999:
1998 1999
---- ----
Sales tax payable $ 2,253 $ 1,530
Accrued employee benefits,
payroll and other related costs 1,736 1,506
Accrued interest 94 1
Other 1,190 859
------ ------
Total $ 5,273 $ 3,896
======== =======
9. FRANCHISE FEES
Allstar entered into an agreement in August 1996 in which Allstar is
required to purchase at least 80% of its computer products from Inacom Corp. if
such are available within a reasonable period of time at reasonably competitive
prices. The agreement expires on December 31, 2001 and automatically renews for
successive one-year periods. A cancellation fee of $571 will be payable by
Allstar in the event of non-renewal or early termination of the agreement by
either party; however, Allstar does not anticipate termination to occur by
either party prior to the initial termination date. Allstar is accruing this
cancellation fee over the initial agreement period by an approximate $9 monthly
charge to earnings. For the years December 31, 1997, 1998 and 1999, Allstar
charged to expense $105, respectively, related to this agreement.
10. SHAREHOLDERS' EQUITY
In October 1996, Allstar completed a reincorporation in order to change its
state of domicile to Delaware, to authorize 50,000,000 shares of $.01 par value
common stock and to authorize 5,000,000 shares of $.01 par value preferred
stock. During 1998 the shareholders of Allstar approved a reduction in the
number of authorized shares of common stock from 50,000,000 to 15,000,000.
Allstar's Board of Directors (the "Board") authorized the purchase of
common stock of Allstar from time to time in the open market to be held in
treasury for the purpose of, but not limited to, fulfilling any obligations
arising under Allstar's stock option plans. At December 31, 1999, 381,800 shares
were held in treasury under these authorizations.
Allstar issued 14,286, 63,500 and 1,000 common shares of restricted stock
in 1997, 1998 and 1999, respectively, and cancelled 14,500 and 62,086 common
shares of restricted stock during 1998 and 1999, respectively. The restricted
shares have par value of $0.01 per share. The remaining 2,200 shares, valued at
$8, vest ratably at the end of each one year period over a five year period from
the date of issuance.
During 1997, Allstar issued warrants to purchase 176,750 common shares at
$9.60 per share to underwriters in connection with a public offering of common
stock. The warrants expire on July 7, 2002.
During 1999, Allstar purchased 110,600 shares of treasury stock at a cost
of $138,253.
11. COMMITMENTS AND CONTINGENCIES
Operating Leases - Allstar subleases office space from Allstar Equities,
Inc. ("Equities"), which is wholly owned by the principal stockholder of
Allstar. In 1999, Allstar renewed its office sublease with monthly rental
payments of $32 in 1997, $33 in 1998 and $38 in 1999 plus certain operating
expenses through December 1, 2004. Rental expense under this agreement amounted
to approximately $378, $390 and $395 during years ended December 31, 1997, 1998
and 1999, respectively.
Additionally, minimum annual rentals on other operating leases amount to
approximately, $927 in 2000, $708 in 2001, $691 in 2002, $643 in 2003, $571 in
2004 and $514 in years thereafter. Amounts paid during the years ended December
31, 1997, 1998 and 1999 under such agreements totaled approximately $142, $509
and $766 respectively.
Benefit Plans - Allstar maintains a group medical and hospitalization
insurance program under which Allstar pays employees' covered health care costs.
Any claims exceeding $30 per employee or a cumulative maximum of approximately
$577 per year are insured by an outside insurance company. Allstar's claim and
premium expense for this self-insurance program totaled approximately, $684,
$581, and $521 for the years ended December 31, 1997, 1998, and 1999,
respectively.
Allstar maintains a 401(k) savings plan wherein Allstar matches a portion
of the employee contribution. In addition, Allstar has a discretionary matching
fund based on the net profitability of Allstar. All full-time employees who have
completed 90 days of service with Allstar are eligible to participate in the
plan. Declaration of the discretionary portion of the matching fund is the
decision of the Board. Allstar has made no additional contributions to the plan
for the years ended December 31, 1997, 1998, or 1999. Under the standard Allstar
matching program, Allstar's match was $24, $45 and $64 for the years ended
December 31, 1997, 1998 and 1999, respectively.
Allstar is party to litigation and claims which management believes are
normal in the course of its operations; while the results of such litigation and
claims cannot be predicted with certainty, Allstar believes the final outcome of
such matters will not have a material adverse effect on its results of
operations or financial position.
On February 1, 2000, a competitor brought a suit against Allstar Systems,
Inc, and its wholly owned subsidiary Stratasoft, Inc. in the United States
District Court for the Northern District of Georgia. The plaintiff alleges
infringement of certain patents owned by the competitor and is seeking
unspecified monetary damages. The suit is in its early stages of discovery, and
therefore Allstar is unable to determine the ultimate costs of this matter.
Management of Allstar believes that this suit is without merit and intends to
vigorously defend such action.
12. STOCK OPTION PLANS
Under the 1996 Incentive Stock Plan (the "Incentive Plan"') and the 1996
Non-Employee Director Stock Option Plan (the "Director Plan"). Allstar's
Compensation Committee may grant up to 442,500 shares of common stock, which
have been reserved for issuance to certain employees of Allstar. At December 31,
1999 21,268 shares were available for future grant under the Incentive Plan. The
Incentive Plan provides for the granting of incentive awards in the form of
stock options, restricted stock, phantom stock, stock bonuses and cash bonuses
in accordance with the provisions of the plan. Additionally, no shares may be
granted after the tenth anniversary of the Incentive Plan's adoption. Allstar
has reserved for issuance, under the Director Plan, 100,000 shares of common
stock, subject to certain antidilution adjustments of which 63,000 were
available for future grants at December 31, 1999. The Director Plan provides for
a one-time option by newly elected directors to purchase up to 5,000 common
shares, after which each director is entitled to receive an option to purchase
up to 2,000 common shares upon each date of re-election to Allstar's Board of
Directors. Options granted under the Director Plan and the Incentive Plan have
an exercise price equal to the fair market value on the date of grant and
generally expire ten years after the grant date. During 1997, 1998 and 1999
Allstar granted options to purchase 20,000, 8,000 and 9,000 common shares to its
directors, respectively, which vest immediately, and 180,300, 129,850 and
216,872 common shares to its employees, respectively, which vest over five
years. Employees effected by the sale of the Telecom division (See Note 3) and
the proposed sale of the Computer Products division (See Note16) will generally
become vested in stock options held at the transaction close or two years from
the date of grant.
The plan's activity is summarized below:
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
<S> <C> <C> <C> <C> <C> <C>
Options outstanding at January 1 200,300 $ 5.17 200,300 $ 5.17 268,350 $ 1.63
Granted during the year 137,850 3.13 225,872 1.15
Exercised during the year
Options canceled for repricing (260,350) 4.25
Option granted at new price 260,350 1.50
Canceled during the year (69,800) 4.50 (35,990) 1.45
-------- ------- -------- -------
Options outstanding at December 31 200,300 $ 5.17 268,350 $ 1.63 458,232 $ 1.41
======= ====== ======= ====== ======= =======
Options exercisable at December 31 20,000 $ 5.17 56,940 $ 1.63 196,072 $ 1.41
======= ====== ======= ====== ======= =======
Options outstanding price range $4.625 to $6.00. $1.5 to $6.00 $1.06 to $1.75
Weighted Average fair value of $1.61 $3.16 $1.07
options granted during the year
Options weighted-average
remaining life 9.7 Years 9.83 Years 9.87 Years
</TABLE>
<PAGE>
Allstar applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations in accounting for options granted under
the Plans. Accordingly, no compensation expense has been recognized. Had
compensation expense been recognized based on the Black-Scholes option pricing
model value at the grant date for awards consistent with SFAS No. 123, Allstar's
net income (loss) and earnings per share would have been reduced to the pro
forma amounts shown below. For purposes of estimating the fair value disclosures
below, the fair value of each stock option has been estimated on the grant date
or the grant repricing date with a Black-Scholes option pricing model using the
following weighted-average assumptions; dividend yield of 0%; expected
volatility of 179% to 126%; risk-free interest rate of 6.0% to 6.5%; and
expected lives of eight years from the original date of the stock option grants.
The effects of applying SFAS No. 123 for pro forma disclosures are not likely to
be representative of the effects on reported net income (loss) for future years.
1997 1998 1999
---- ---- ----
Net Income (loss):
As reported $ 1,844 $ (1,098) $ (845)
Pro forma $ 1,815 $ (1,180) $ (923)
Earnings per share (Basic)
As reported $ 0.52 $ (0.25) $ (0.20)
Pro forma $ 0.52 $ (0.27) $ (0.22)
Earnings per share (Diluted)
As reported $ 0.52 $ (0.25) $ (0.20)
Pro forma $ 0.51 $ (0.27) $ (0.22)
13. EARNINGS PER SHARE
The computations of basic and diluted earnings per share for each year were
as follows:
1997 1998 1999
(Amounts in thousands except share and per share data)
Numerator:
Net income (loss) fro
continuing operations $ 2,167 $ (788) $ (1,274)
Discontinued operations:
Net loss from discontinued
operations, net of taxes (323) (310) (981)
Loss on disposal, net of taxes (1,138)
-------- -------- --------
Net income (loss) $ 1,844 $ (1,098) $ (845)
======== ======= ========
Denominator:
Denominator for basic earnings
per share - weighted-average
shares outstanding 3,519,821 4,345,883 4,168,140
<PAGE>
Effect of dilutive securities:
Shares issuable from assumed
conversion of common stock
options, warrants and
restricted stock 6,966 57,786
-------- -------- --------
Denominator for diluted earnings
per share 3,526,787 4,345,883 4,225,926
========= ========= =========
Net income (loss) per share:
Basic:
Net income (loss) from continuing
operations $ 0.62 $ (0.18) $ 0.31
Net loss from discontinued operations (0.10) (0.07) (0.24)
Loss on disposal (0.27)
-------- -------- --------
Net loss per share $ 0.52 $ (0.25) $ (0.20)
======== ======== ========
Diluted:
Net income (loss) from continuing
operations $ 0.62 $ (0.18) $ 0.30
Net loss from discontinued operations (0.10) (0.07) (0.23)
Loss on disposal (0.27)
-------- -------- --------
Net loss per share $ (0.52) $ (0.25) $ (0.20)
======== ======== ========
The potentially dilutive options were not used in the calculation of diluted
earnings per share for the year ended December 31, 1998 since the effect of
potentially dilutive securities in computing a loss per share is antidilutive.
There were warrants to purchase, 176,750 shares of common stock for 1997, 1998
and 1999, respectively, which were not included in computing the effect of
dilutive securities because the inclusion would have been antidilutive.
There were 200,300, 8,000 and 37,600 options to purchase common stock for 1997,
1998 and 1999, respectively, which were not included in computing the effect of
dilutive securities because the inclusion would have been antidilutive.
<PAGE>
14. SEGMENT INFORMATION
Allstar has three reportable segments: (1) IT Services, (2) CTI Software
and (3) Computer Products. IT Services includes various services relating to
computer products and management information systems. CTI Software includes
software products that facilitate telephony and computer integration primarily
for telemarketing and call center applications. Computer Products includes sales
of a wide variety of computer hardware and software products. As discussed in
Note 3, the Company's Telecom Systems business segment is reported as a
discontinued operation. Accordingly, all years prior to the disposal date are
not presented below. Subsequent to the disposal of Telecom Systems, the Company
reevaluated its assessment of reporting segments. The components previously
reported as the Information Technology segment have been reflected as the
reportable segments captioned IT Services and Computer Products for the years
ended December 31, 1997, 1998 and 1999. The accounting policies of the business
segments are the same as those described in Note 1. Allstar evaluates
performance of each segment based on operating income. Management only views
accounts receivable, and not total assets, by segment in their decision making.
Intersegment sales and transfers are not significant.
For the year ended December 31, 1999:
IT CTI Computer
Services Software Products Consolidated
Revenue $ 14,857 $ 4,318 $182,642 $201,817
Cost of goods sold 10,472 2,126 166,428 179,026
------- ------- ------- -------
Gross profit 4,385 2,192 16,214 22,791
Selling, general and
administrative expense 4,711 1,960 13,512 20,183
------- ------- ------- -------
Operating income (loss) $ (326) $ 232 $ 2,702 $ 2,608
======= ======= ======= =======
Accounts receivable $ 2,593 $ 689 $ 34,444 $ 37,726
======= ======= ======= =======
For the year ended December 31, 1998:
IT CTI Computer
Services Software Products Consolidated
Revenue $ 13,183 $ 3,095 $143,396 $159,674
Cost of goods sold 8,975 1,603 129,288 139,866
------- ------- ------- -------
Gross profit 4,208 1,492 14,108 19,808
Selling, general and
administrative expense 5,238 1,873 13,548 20,659
------- ------- ------- -------
Operating income (loss) $ (1,030) $ (381) $ 560 $ (851)
======= ======= ======= =======
For the year ended December 31, 1997:
IT CTI Computer
Services Software Products Consolidated
Revenue $ 10,240 $ 2,145 $111,379 $123,764
Cost of goods sold 6,211 1,223 99,701 107,135
------- ------- ------- -------
Gross profit 4,029 922 11,678 16,629
Selling, general and
administrative expense 4,005 1,096 7,426 12,527
------- ------- ------- -------
Operating income (loss) $ 24 $ (174) $ 4,252 $ 4,102
======= ======= ======= =======
<PAGE>
15. RELATED-PARTY TRANSACTIONS
Allstar has from time to time made payments on behalf of Equities and
Allstar's principal stockholders for taxes, property and equipment. Allstar and
its principal stockholder entered into a $173 promissory note to repay these
advances. The note amortizes in equal annual installments of principal and
interest through 2001. This note bears interest at 9% per year. Also Allstar and
Equities entered into a promissory note whereby Equities would repay $387 of
amounts advanced in monthly installments of $7, including interest, through
November 1998 with a final payment of $275 due on December 1, 1998. This note
bears interest at 9% per year. Effective December 1, 1998 this note was extended
for a period of one year, with interest and principal becoming due on December
1, 1999. On December 1, 1999 a note payable from Equities was signed for
$335,551 for 60 monthly payments of $6,965. The note bears interest at 9%.
Equities made twelve payments in advance and at December 31, 1999 the Company's
receivables from Equities amounted to approximately $227,663. The principal
amounts as of December 31, 1997 and December 31, 1998 were classified as
Accounts receivable - affiliates based on the expectation of repayment within
one year. At December 31, 1997 and December 31, 1998, Allstar's receivables from
these affiliates amounted to approximately $434 and $373, respectively.
16. SUBSEQUENT EVENTS
On March 16, 2000 Allstar entered into an agreement to sell certain assets
of and the ongoing operations of its Computer Products division. The sale
transaction is expected to close on or before May 31, 2000 after shareholder and
other required consents are obtained. The terms of this agreement include cash
consideration of $14.25 million plus a cash payment related to the purchase of
certain inventory and equipment, which is to be determined at closing.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
NONE
PART III
Items 10. Directors and Executive Officers
Directors
James H. Long - Director, April 1983 to present.
James H. Long, age 41, is the founder of the Company and has served as
Chairman of the Board, Chief Executive Officer and President since the Company's
inception in 1983. Prior to founding the Company, Mr. Long served with the
United States Navy in a technical position and was then employed by IBM in a
technical position.
Donald R. Chadwick - Director, September 12, 1996 to present.
Donald R. Chadwick, age 56, has served as Secretary since February, 1992
and served as the Chief Financial Officer of the Company from February 1992
until December, 1999. As Chief Financial Officer, his duties included
supervision of finance, accounting and controller functions within the Company.
Richard D. Darrell - Director, July 29, 1997 to present.
Richard D. Darrell, age 44, has been President of American Technology
Acquisition Corporation, a company specializing in mergers, acquisitions, and
divestitures of technology related companies since 1995. Prior to that, Mr.
Darrell served as President and Chief Executive Officer of Direct Computer
Corporation, a computer reseller and distribution company based in Dallas,
Texas.
<PAGE>
Jack M. Johnson, Jr. - Director, July 29, 1997 to present.
Jack M. Johnson, Jr., age 60, has been Managing General Partner of
Winterman & Company, a general partnership that owns approximately 25,000 acres
of real estate in Texas, which is used in farming, ranching, and oil and gas
exploration activities, since 1996. Mr. Johnson is also President of Winco
Agriproducts, an agricultural products company that primarily processes rice for
seed and commercial sale. Mr. Johnson was previously the Chairman of the Board
of the Lower Colorado River Authority, the sixth largest electrical utility in
Texas, with approximately 1,700 employees and an annual budget of over $400
million. Mr. Johnson was previously Chairman of North Houston Bank, a commercial
bank with assets of approximately $75 million. Mr. Johnson currently serves on
the board of directors of Houston National Bank, a commercial bank located in
Houston, Texas with assets of approximately $100 million; Security State Bank, a
commercial bank in Anahuac, Texas with assets of approximately $60 million and
Team, Inc. a publicly traded company which provides environmental services for
industrial operations.
Mark T. Hilz - Director, June 24, 1999 to present.
Mark T. Hilz, age 40, has served as Chief Executive Officer of Nichecast,
Inc., a privately held internet services company. From 1990 to 1998, Mr. Hilz
was founder, President and Chief Executive Officer of PC Service Source, Inc., a
publicly-held distributor of personal computer hardware for repair industry.
Board and Committee Activity, Structure and Compensation
During 1999 the board of directors held four meetings. Each director
attended at least 75% of the meetings held during 1999 by the Board and all of
the meetings of committees on which he served.
The Board of Directors has two standing committees, an Audit Committee and
a Compensation Committee.
Audit Committee. The Audit Committee is currently composed of Messrs.
Darrell and Johnson. During 1999, the Audit committee met twice. The functions
of the Audit Committee include:
1. Reviewing the accounting principles and practices employed by the
Company;
2. Meeting with Company's independent auditors to review their report on
their examination of the Company's accounts, their comments on the
integral controls of the Company and the actions taken by management
in response to such comments; and
3. Recommending annually to the Board of Directors the appointment of the
Company's auditors.
Compensation Committee. The Compensation Committee is currently composed of
Messrs. Hilz and Darrell. In November 1998, the Compensation Committee met on
matters dealing 1999. The functions of the Compensation Committee include:
1. Reviewing and making recommendations regarding the compensation of the
Company's officers; and
2. Administrating and making awards under the Company's compensation
plans.
Each director who is not an employee of the Company is paid $1,000 for each
Board meeting attended and $500 for each committee meeting attended plus
reasonable out-of-pocket expenses incurred to attend Board or committee
meetings. In addition, each non-employee director is entitled to receive stock
options pursuant to the Company's Non-Employee Director Stock Option Plan (the
"Director Plan"). Upon his first election to the Board each such director
receives options to purchase 5,000 shares and upon each time a director is
reelected such director receives options to purchase 2,000 shares of common
stock. All options granted vest immediately. All options granted under the
Director Plan will have an exercise price equal to the fair market value of a
share of Common Stock on the date of grant and will expire ten years after the
date of grant (subject to earlier termination under the Director Plan. Options
granted under the Director Plan are subject to early termination on the
occurrence of certain events, including termination of service on the Board,
other than by death. During 1999, options to acquire 9,000 shares of Common
Stock were granted under the Director Plan.
Executive Officers
The executive officers of the Company serve until resignation or removal by
the Board of Directors. Set forth below is certain information about the
Company's Executive Officers, other than James H. Long and Donald R. Chadwick.
Frank Cano - President, Computer Products Division, September 1997 to present.
Frank Cano, age 35, became the President of Information Technology Division
for the Company in September 1997 and was responsible for the management of the
Computer Products Division. In January 1999, Mr. Cano became President of the
Information Technology Division which includes the Computer Products and IT
Services division. Prior to that Mr. Cano was Senior Vice President, Branch
Operations from July 1996 to September 1997, and was responsible for the general
management of the Company's branch offices. From June 1992 to June 1996, Mr.
Cano was the Branch Manager of the Company's Dallas-Fort Worth office.
Thomas N. McCulley - Vice President, Information Systems, September 1996 to
present.
Thomas N. McCulley, age 53, has been the Vice President, Information
Systems for the Company since July 1996. From January 1992 to June 1996, Mr.
McCulley served as the Information Services Director for the Company. He has
responsibility for management and supervision of the Company's Management
Information Systems.
William R. Hennessy - President, Stratasoft, Inc., September 1996 to present.
William R. Hennessy, age 40, has served as the President of Stratasoft,
Inc., the Company's wholly owned subsidiary that was formed in 1995 to develop
and market CTI Software, since joining the Company in January 1996. Mr.
Hennessy's responsibilities include the general management of Stratasoft, Inc.
From July 1991 to January 1996, Mr. Hennessy was employed by Inter-Tel,
Incorporated, a telephone systems manufacturer and sales and service company,
where he served as the Director of MIS and the Director of Voice and Data
Integration for the central region.
Family Relationships
James H. Long and Frank Cano are brothers-in-law. There are no other family
relationships among any of the directors and executive officers of the Company.
<PAGE>
Item 11. Executive Compensation
Summary Compensation Table. The following table reflects compensation for
services to the Company for the years ended December 31, 1999, 1998 and 1997 of
(i) the Chief Executive Officer of the Company and (ii) the three most highly
compensated executive officers of the Company who were serving as executive
officers at the end of 1999 and whose total annual salary and bonus exceeded
$100,000 in 1999 (the "Name Executive Officers").
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
- ---------------------------------------------------------------------- --------------------------
Awards
--------------------------
Name and Principal Year Salary Bonus Other Annual Restricted Number of
Compensation Stock Securities
(1) Awards Underlying
Options
(8)(10)
Position
<S> <C> <C> <C> <C> <C> <C>
James H. Long (2) 1999 $150,000
Chief Executive 1998 150,000 $80,200 2,400
Officer 1997 150,000
Donald R. Chadwick
(3)(5)(9) 1999 110,000 63,572
Chief Financial 1998 108,853 $15,000 2,400
Officer 1997 98,458 1,500 85,716 13,000
Frank Cano (4)(5)(6) 1999 100,000 564 20,000
President, Information 1998 96,875 13,051 $10,000 15,000 5,600
Technology 1997 78,125 22,297 16,000
William R. Hennessy 1999 85,000 55,856 10,000
President Stratasoft, 1998 84,637 3,000 7,500
Inc. (7) 1997 81,400 73,880 8,000
<FN>
(1) Amounts exclude the value of perquisites and personal benefits because
the aggregate amount thereof did not exceed the lesser of $50,000 or
10% of the Named Executive Officer's total annual salary and bonus.
(2) Company has made personal loans to Mr. Long from time to time. See
Item 13. Certain Relationships and Related Transactions "Certain
Transactions."
(3) During the year ended December 31, 1999, Mr. Chadwick received 48,572
stock options in exchange for 24,286 shares of restricted stock. The
options have an exercise price of $1.06.
(4) During the year ended December 31, 1999, Mr. Cano received 20,000
stock options in exchange for 10,000 shares of restricted stock. The
options have an exercise price of $1.06.
(5) Includes $1,500 as consideration for execution of employment
agreements.
(6) Includes compensation based upon attainment of certain performance
goals.
(7) Includes compensation based upon gross profit realized.
(8) Number of securities underlying options shown for 1998 includes
options originally issued in 1997 and repriced during 1998 and options
newly issued in 1998.
(9) Retired as Chief Financial Officer effective December 31, 1999.
Retains position as Secretary.
(10) The number of securities underlying options shown for 1999 includes
options received in exchange for restricted stock originally issued in
1997 and 1998.
</FN>
</TABLE>
<PAGE>
Stock Options
Under the Company's 1996 Incentive Stock Option Plan (the "Incentive Stock
Option Plan") options to purchase shares of the Common Stock may be granted to
executive officers and other employees. As of December 31, 1999, 438,232 shares
were reserved for issuance upon exercise of outstanding options and 4,268 were
reserved and remained available for future grants pursuant to the Incentive
Stock Option Plan. During 1999, options to purchase 93,572 shares of Common
Stock were granted to the Named Executive Officers under the Incentive Stock
Option Plan including 78,572 options which were granted at an exercise price of
$1.06 in exchange for 39,286 shares of restricted stock.
Options Granted in Last Fiscal Year. The following table provides
information concerning stock options granted to the Named Executive Officers
during the year ended December 31, 1999.
<TABLE>
<CAPTION>
Number of Percent of Exercise Expiration Potential Potential
Shares of Total or Base Date Realizable Realizable
Common Options Price Value at Value at
Stock Granted to ($/share) Assumed Annual Assumed
Underlying Employees Rate of Stock Annual Rate
Options in Fiscal Price of Stock
Granted Year Appreciations Price
for Option Appreciations
Term 5% (1) for Option
Term 10% (1)
<S> <C> <C> <C> <C> <C> <C>
Donald R. Chadwick 63,572 35.9% 1.06 4/01/09 $ 24,544 $54,236
Frank Cano 20,000 8.6% 1.06 4/01/09 $ 5,874 $12,979
William R. Hennessy 10,000 4.3% 1.06 4/01/09 $ 2,937 $ 6,490
<FN>
(1) Actual gains, if any, on stock option exercises are dependent on future
performance of the Common Stock. No appreciation in the price of the Common
Stock will result in no gain.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Aggregated Option Exercises and Year-End Option Values
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-the money
Acquired Realized Options at Options at
on Exercise December 31, 1999 December 31, 1999
Exercisable Unexercisable Exercisable Unexerciable
<S> <C> <C> <C> <C> <C> <C>
James H. Long 0 0 2,400 480 $ 514 $ 2,056
Donald R. Chadwick 0 0 64,686 0 $69,266 0
Frank Cano 0 0 11,520 30,080 $12,336 $32,210
William R. Hennessy 0 0 5,200 12,800 $ 5,568 $13,706
</TABLE>
The Named Executive Officers held 126,686 options that were exercisable at
December 31, 1999, none were exercised during 1999 and there were 93,572
in-the-money unexercised options at December 31, 1999.
<PAGE>
Compensation Committee Report
The compensation committee of the Board of Directors (the "Committee") has
furnished the following report on executive compensation for the fiscal 1999:
The Committee met on November 2, 1998. The compensation of executive
officers during 1999 was continued under compensation arrangements
existing prior to the formation of the Committee except that equity
based compensation would be enhanced to further align the interests of
the officers of the Company with those of the stockholders. Those
compensation arrangements are described below:
Base compensation for the executive officers of the company is intended to
afford a reasonable payment for the services rendered to the Company and the
responsibilities assumed by the executive officer relative to the expected
performance of the areas managed by the officers. With the exception of the
Chief Executive Officer and Chief Financial officer, bonuses, which are
generally paid monthly, and stock- based awards are contingent upon attaining or
exceeding predetermined financial performance goals established at the beginning
of each fiscal year. The Chief Executive Officer and Chief Financial Officer may
receive bonuses or stock rewards based on the overall performance of the
Company's as well as the Committee's subjective evaluation of their performance.
Mr. Long, the Company's Chief Executive Officer, received his base salary for
the fiscal year ended December 31, 1999. The amount of such compensation was
determined by the terms of his employment contract with the Company. A bonus in
the amount of $80,200 was granted to Mr. Long in 1999 as compensation for the
year ended December 31, 1998.
The stock options issued to officers in 1999 were issued in exchange for
shares of restricted Common Stock relative to the Company's 1998 performance.
During the 1998 the Board, as a whole, determined that due to the significant
decline in the price of the Common Stock the options issued in 1997 and 1998 no
longer provided an incentive to management and other key employees of the
Company due to the decrease in the value of the Company's Common Stock. It was
further determined that the loss of key management and /or its technical
personnel would not be conducive to regaining a higher value for its
stockholders.
The Committee will be reformed after the annual meeting of the stockholders
with all non-employee directors as members of the Committee. The Committee
intends to meet during 1999 and review established policies with respect to
executive officer compensation.
THE COMPENSATION COMMITTEE
Richard D. Darrell
Mark T. Hilz
Jack M. Johnson, Jr.
Employment Agreements
Each of the Named Executive Officers of the Company has entered into an
employment agreement (collectively, the "Executive Employment Agreements") with
the Company. Under the terms of their respective agreements, Messrs. Long,
Chadwick, Cano and Hennessy are entitled to an annual base salary of $150,000,
$101,000, $100,000 and $85,000, respectively, plus other bonuses, the amounts
and payment of which are within the discretion of the Compensation Committee.
The Executive Employment Agreements may be terminated by the Company or by the
executive officer at any time by giving proper notice. The Executive Employment
Agreements generally provide that the executive officer will not, for the term
of his employment and for the period ranging from twelve to eighteen months
following the end of such Named Executive Officer's employment with the Company,
solicit any of the Company's employees or customers or otherwise interfere with
the business of the Company.
<PAGE>
Item 12. Security Ownership
Security Ownership of Management
The following table sets forth, as of March 22, 1999 the number of shares
of Common Stock owned by each Director, nominee as a Director, each Named
Executive Officer, as defined in "Executive Compensation," and all Directors and
Executive Officers as a group.
Title of Class Name of Amount and Nature of Percent
Beneficial Owner Beneficial Owner (1) of Class
Common Stock James H. Long 2,051,000 50.5%
Common Stock Donald R. Chadwick 105,503 (2) 2.6%
Common Stock Frank Cano 11,820 (3) *
Common Stock William R. Hennessey 5,200 (4) *
Common Stock All officers and directors 2,179,503 53.5%
(1) Beneficial owner of a security includes any person who shares voting
or investment power with respect to or has the right to acquire
beneficial ownership of such security within 60 days.
(2) Includes 64,686 shares which may be acquired upon exercise of
currently exercisable options and 517 shares owned by his spouse for
which Mr. Chadwick disclaims beneficial ownership and 300 shares owned
by his minor children for which Mr. Chadwick disclaims beneficial
ownership.
(3) Includes 11,520 shares which may be acquired upon exercise of
currently exercisable options and 300 shares owned by Mr. Cano's
spouse for which Mr. Cano disclaims beneficial ownership.
(4) Includes 5,200 shares which may be acquired upon exercise of currently
exercisable options.
Security Ownership of Certain Beneficial Owners
Title of Class Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Owner Of Class
Common Stock Jack B. Corey 267,500 6.6%
37102 FM 149, P.O. Box 525
Pinehurst, TX 77362
<PAGE>
Item 13. Certain Relationships and Related Transactions
Certain Transactions
The Company has from time to time made payments on behalf of Allstar
Equities, Inc. a Texas corporation ("Equities"), which is wholly-owned by James
H. Long, the Company's President and Chief Executive Officer, and on behalf of
Mr. Long, personally for taxes, property and equipment. Effective on December 1,
1999 a note payable by Equities was signed for $335,551 for 60 monthly
installments of $6965. The note bears interest at 9% per year. At December 31,
1999, the Company's receivables from Equities amounted to approximately
$277,663.
The Company leases office space from Equities. In 1998, the Company
extended and existing office sublease through December 13,1998. Thereafter, and
until December 1, 1999, the Company occupied the space on a month-to-month
basis. On December 1, 1999 Equities purchased the building and executed a direct
lease with the Company with an expiration date of December 31, 2004. The new
lease has rental rates of $37,692 per month and Equities has prepaid interest of
$27,941.
In August 1996, the Company retained an independent real estate consulting
firm to conduct a survey of rental rates for facilities in Houston, Texas that
are compatible to its Houston headquarters facility. Based upon this survey, and
additional consultations with representatives of the real estate consulting
firm, the Company believes that the rental rate and other terms of the Company's
sublease from Allstar equities are at least as favorable as those that could be
obtained in an arms-length transaction with an unaffiliated third party.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) List of documents filed as part of this report
(1) Consolidated Financial Statements - See Index to Consolidated
Financial Statements on Page 25
(2) Exhibits
<TABLE>
<CAPTION>
Exhibits
<S> <C> <C>
Filed Herewith
Exhibit or Incorporated by
Number Description Reference to:
2.1 Plan and Agreement of Merger by and Between Exhibit 2.1 to Form
Allstar Systems, Inc, a Texas corporation and S-1 filed Aug. 8, 1996
Allstar Systems, Inc. a Deleware corporation
3.1 Bylaws of the Company Exhibit 3.1 to Form
S-1 filed Aug. 8, 1996
3.2 Certificate of Incorporation of the Company Exhibit 3.2 to Form
S-1 filed Aug. 8, 1996
4.1 Specimen Common Stock Certificate Exhibit 4.1 to Form
S-1 filed Aug. 8, 1996
4.2 See Exhibits 3.1 and 3.2 for provisions of the Certificate of Exhibit 4.2 to Form
Incorporation and Bylaws of the Company defining the rights of the S-1 filed Aug. 8, 1996
holders of Common Stock.
10.1 Revolving Loan and Security Agreement by and between Exhibit 10.1 to Form
IBM Credit Corporation and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.2 Agreement for Wholesale Financing dated September 20, 1993, by Exhibit 10.2 to Form
and between ITT Commercial Finance Corp. and Allstar-Valcom, Inc. S-1 filed Aug. 8, 1996
10.3 Amendment to Agreement for Wholesale Financing dated Exhibit 10.3 to Form
October 25, 1994, by and between ITT Commercial Finance Corp. S-1 filed Aug. 8, 1996
and Allstar Systems, Inc.
10.4 Sublease Agreement by and between Allstar Equities and Allstar Exhibit 10.4 to Form
Systems, Inc. S-1 filed Aug. 8, 1996
10.5 Form of Employment Agreement by and between the Company and Exhibit 10.5 to Form
certain members of Management. S-1 filed Aug. 8, 1996
10.6 Employment Agreement dated September 7, 1995, by and between Exhibit 10.6 to Form
Stratasoft, Inc. and William R. Hennessy. S-1 filed Aug. 8, 1996
10.7 Assignment of Certain Software dated September 7, 1995, by Exhibit 10.7 to Form
International Lan and Communications, Inc. and Aspen System S-1 filed Aug. 8, 1996
Technologies, Inc. to Stratasoft, Inc.
10.8 Microsoft Solution Provider Agreement by and between Microsoft Exhibit 10.8 to Form
Corporation and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.9 Novell Platinum Reseller Agreement by and between Novell, Inc. Exhibit 10.9 to Form
and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
<PAGE>
10.10 Allstar Systems, Inc. 401(k) Plan. Exhibit 10.10 to Form
S-1 filed Aug. 8, 1996
10.11 Allstar Systems, Inc. 1996 Incentive Stock Plan. Exhibit 10.11 to Form
S-1 filed Aug. 8, 1996
10.12 Allstar Systems, Inc. 1996 Non-Employee Director Stock Option Plan. Exhibit 10.12 to Form
S-1 filed Aug. 8, 1996
10.13 Primary Vendor Volume Purchase Agreement dated August 1, 1996 by Exhibit 10.13 to Form
and between Inacom Corp. and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.14 Resale Agreement dated December 14, 1995, by and between Ingram Exhibit 10.14 to Form
Micro Inc. and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.15 Volume Purchase Agreement dated October 31, 1995, by and between Exhibit 10.15 to Form
Tech Data Corporation and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.16 Intelligent Electronics Reseller Agreement by and between Intelligent Exhibit 10.16 to Form
Electronics, Inc. and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.17 MicroAge Purchasing Agreement by and between MicroAge Computer Exhibit 10.17 to Form
Centers, Inc. and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.18 IBM Business Partner Agreement by and between IBM Exhibit 10.18 to Form
and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.19 Confirmation of Allstar Systems, Inc.'s status as a Compaq authorized Exhibit 10.19 to Form
reseller dated August 6, 1996. S-1 filed Aug. 8, 1996
10.20 Hewlett-Packard U.S. Agreement for Authorized Second Tier Resellers Exhibit 10.20 to Form
by and between Hewlett-Packard Company and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.21 Associate Agreement by and between NEC America, Inc. and Exhibit 10.21 to Form
Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.22 Mitel Elite Dealer Agreement and Extension Addendum by and between Exhibit 10.22 to Form
Mitel, Inc. and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.23 Dealer Agreement dated March 1, 1995, by and between Applied Voice Exhibit 10.23 to Form
Technology and Allstar Systems, Inc. S-1 filed Aug. 8, 1996
10.24 Industrial Lease Agreement dated March 9, 1996, by and between Exhibit 10.24 to Form
H-5 J.E.T. Ltd. as lessor and Allstar Systems, Inc. as lessee. S-1 filed Aug. 8, 1996
10.25 Lease Agreement dated June 24, 1992, by and between James J. Exhibit 10.25 to Form
Laney, et al. As lessors, and Technicomp Corporation and S-1 filed Aug. 8, 1996
Allstar Services as lessees.
10.26 Agreement for Wholesale Financing, Business Financing Agreement Form 10-K filed Mar.
and related agreements and correspondence by and between DFS Financia 31, 1998
Services and Allstar Systems, Inc., dated February 27, 1998
10.27 Sublease Agreement by and between X.O. Spec Corporation and Form 10-K filed Mar.
Allstar Systems, Inc. dated May 12, 1997 31, 1998
10.28 Lease Agreement dated May 14, 1998 by and between University Hill Plaza Form 10-K filed April
and Allstar Systems Rio Grande, Inc. 12, 1999
10.29 Lease Agreement dated March 4, 1998 by and between The Rugby Form 10-K filed April
Group, Inc., and Allstar Systems, Inc. 12, 1999
10.30 Sublease Extention Agreement dated December 31, 1998 by and between Form 10-K filed April
Allstar Equities, Inc. and Allstar Systems, Inc. 12, 1999
<PAGE>
10.31 Amendment to Lease Agreement dated June 24, 1992, by and between Form 10-K filed April
James J. Laney, et al. As lessors, and Technicomp Corporation and 12, 1999
Allstar Services as lessees.
10.32 Lease Agreement by and between Allstar Equities, Inc. and Allstar Form 10-K filed March
Systems, Inc. 28, 2000
10.33 Asset Purchase Agreement Between Amherst Computer Products Exhibit 2.1 to Form
Southwest, L.P., Amherst Technologies, L.L.C. and Allstar 8-K filed March 22,
Systems, Inc. dated March 16, 2000 2000
10.34 Voting and Support Agreement between Amherst Computer Products Exhibit 99.1 to Form
Southwest, L.P. and Allstar Systems, Inc., dated March 16, 2000 8-K filed March 22,
2000
10.35 Promissory Note between James H. Long and Allstar Systems, Inc. Form 10-K filed March
dated December 1, 1999 28, 2000
21.1 List of Subsidiaries of the Company. Form 10-K filed Mar.
28, 2000
23.1 Independent Auditors' Consent of Deloitte & Touche LLP,. Form 10-K filed Mar.
28, 2000
27.1 Financial Data Schedule. Form 10-K filed Mar.
28, 2000
99.1 Schedule II Valuation and Qualifying Accounts Form 10-K filed Mar.
28, 2000
b No Form 8-K has been filed in the last quarter of the fiscal year covered
by this report
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, March 22, 1999.
Allstar Systems, Inc.
(Registrant)
By: /s/ James H. Long
James H Long, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity
/s/ James H. Long Chief Executive Officer, President and
Chairman of the Board, (Principal
Financial and Accounting Officer)
/s/ Donald R. Chadwick Secretary and Director
/s/ Mark T. Hilz Director
/s/ Richard D. Darrell Director
/s/ Jack M. Johnson Director
OFFICE BUILDING LEASE
by and between
ALLSTAR EQUITIES, INC.,
a Texas Corporation,
as Landlord
and
ALLSTAR SYSTEMS, INC.,
a Delaware Corporation,
as Tenant
Dated: November 30, 1999
<PAGE>
BASIC LEASE PROVISIONS
Item 1. Date of Lease. The Office Building Lease (the "Lease") attached hereto
is made and entered into effective as of the 30th day of November,
1999.
Item 2. Tenant. "Tenant" means Allstar Systems, Inc., a Delaware corporation,
whose address is: 6401 Southwest Freeway, Houston, Texas 77074.
Contact: Donald R. Chadwick.
Item 3. Landlord. "Landlord" means Allstar Equities, Inc., a Texas
corporation, whose address is 6401 Southwest Freeway, Houston, Texas
77074. Contact: James H. Long.
Item 4. Building. "Building" means the office building commonly referred to as
6401 Southwest Freeway, Houston, Texas 77074 together with all parking
and related amenities which has been constructed on the land (the
"Land") located on 2.251 acres of land, being Lots 1 and 3 of Block 5
of the replat of Block 5, Sharpstown Industrial Park, Section 2,
Harris County, Texas, according to the map or plat recorded thereof in
Volume 70, Page 48, of the Map Records of Harris County, Texas.
Item 5. Lease Term. The "Lease Term" is the period commencing on November 30,
1999, (the "Commencement Date") and, continuing for sixty (60)
calendar months thereafter. In the event the Commencement Date is
other than the first day of a calendar month, the Lease Term shall be
calculated as if the Commencement Date were the first day of the next
full calendar month and rent shall be prorated for the first partial
month of the Lease.
Item 6. Base Rent. The "Base Rent" for the Lease Term shall be $37,692.00 per
month.
Item 7. Security Deposit. Tenant shall pay, contemporaneously with the
execution hereof, a Security Deposit of $37,692.00.
Item 8. Permitted Use. Tenant shall use and occupy the Building for business
offices and no other use or purpose without the prior written consent
of Landlord.
These Basic Lease Provisions are incorporated into and made a part of the Lease
attached hereto.
Each reference in the Lease to any of the information or definitions set forth
in these Basic Lease Provisions shall mean and refer to the information and
definitions hereinabove set forth and shall be used in conjunction with the
provisions of the Lease. In the event of any direct conflict between these Basic
Lease Provisions and the Lease, these Basic Lease Provisions shall control;
provided, however, that those provisions of the Lease (including its Exhibits
and Riders) which expressly require an adjustment or modification to any of the
matters set forth in these Basic Lease Provisions shall supersede the provisions
of these Basic Lease Provisions.
LANDLORD: TENANT:
ALLSTAR EQUITIES, INC. ALLSTAR SYSTEMS, INC.
By: __________________________ By: __________________________
James H. Long Donald L. Chadwick
President Chief Financial Officer
<PAGE>
OFFICE BUILDING LEASE
This Office Building Lease (the "Lease") is made and entered into
effective as of the 30th day of November, 1999, by and between Allstar Equities,
Inc., a Texas corporation (hereinafter called "Landlord"), and Allstar Systems,
Inc., a Delaware corporation (hereinafter called "Tenant").
WITNESSETH:
Landlord, in consideration of the rent to be paid and the covenants and
agreements to be performed by Tenant, as hereinafter set forth, does hereby
Lease, Demise and Let unto Tenant and Tenant accepts the Building for the Lease
Term specified in Item 5 of the Basic Lease Provisions, all upon and subject to
the following terms, provisions, covenants, agreements and conditions:
1. Base Rent. Tenant covenants and agrees to pay Landlord in legal currency
of the United States of America on or in advance of the first day of each month
during the Lease Term, without demand, set-off or deduction whatsoever, the Base
Rent as provided for in Item 6 of the Basic Lease Provisions.
2. Additional Rent. In addition to the Base Rent, Tenant also covenants and
agrees to pay all other cost and expenses set forth in this Lease.
3. Payments and Performance. Tenant agrees to pay all rents and sums
provided to be paid by Tenant hereunder at the times and in the manner herein
provided, without any set-off, deduction or counterclaim whatsoever. The
obligation of Tenant to pay such rent is an independent covenant and no act or
circumstance whatsoever, whether such act or circumstance constitutes a breach
of covenant by Landlord or not, shall release Tenant from the obligation to pay
rent. Any amount which becomes owing by Tenant to Landlord hereunder shall bear
interest from the date due until paid at an annual rate (the "Past Due Rate")
equal to the maximum nonusurious rate which Landlord is legally entitled to
contract for, charge or collect under applicable state or federal law. In
addition, Tenant shall pay a late charge in the amount of five percent (5%) of
any installment of rent hereunder which is not paid within ten (10) days of the
date on which it is due for the purpose of defraying Landlord's administrative
expenses incident to the handling of such overdue payments.
4. Security Deposit. Tenant has deposited with Landlord on the date of the
execution of this Lease the sum set forth in Item 7 of the Basic Lease
Provisions as security for the full and faithful performance by Tenant of
Tenant's covenants and obligations hereunder. Such security deposit shall not
bear interest and shall not be considered an advance payment of rent or a
measure or limitation of Landlord's damages in case of default by Tenant. In the
event Tenant defaults in the performance of any of the covenants or obligations
to be performed by it hereunder, including but not limited to the payment of any
rent to be paid hereunder, Landlord may, from time to time, without prejudice to
any other remedy, use such security deposit to the extent necessary to make good
any arrearages in rent or in any sum as to which Tenant is in default or
otherwise obligated to pay hereunder and to pay for any other damage, injury,
expense or liability caused to Landlord by such default, whether such damage or
deficiency may accrue before or after termination of this Lease. Following any
such application of the security deposit, Tenant shall pay and be obligated to
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its original amount. If Tenant is not in default hereunder on the
date on which this Lease is terminated (the "Expiration Date"), any remaining
balance of the security deposit shall be returned by Landlord to Tenant within
thirty (30) days of the Expiration Date and after delivery by Tenant of
possession of the Building to Landlord in accordance with the terms and
conditions of this Lease.
<PAGE>
5. Installation of Improvements. Landlord has made no representations or
warranties as to the condition of the Building or the Land, nor has Landlord
made any commitment to remodel, repair or redecorate. Tenant has been in
possession of the Building and accepts the same in its current "AS IS"
condition.
6. Assignment and Subletting.
(a) In the event Tenant should desire to assign this Lease or sublet
the Building or any part thereof, Tenant shall give Landlord written notice of
such desire at least sixty (60) days in advance of the date on which Tenant
desires to make such assignment or sublease, which notice shall contain the name
and the nature and character of the business of the proposed assignee or
subtenant and the term, use, rental rate and other particulars of the proposed
subletting or assignment, including without limitation, evidence satisfactory to
Landlord that the proposed subtenant or assignee is financially responsible and
will immediately occupy and thereafter use the Building (or any sublet portion
thereof) for the remainder of the Lease Term (or for the entire term of the
sublease, if shorter). Landlord shall then have a period of thirty (30) days
following receipt of such notice within which to notify Tenant in writing that
Landlord elects (1) to terminate this Lease as to the space so affected as of
the date so specified by Tenant for such assignment or subletting, (2) to permit
Tenant to assign this Lease or sublet such space, or (3) to refuse to consent to
Tenant's assignment or subleasing of such space and to continue this Lease in
full force and effect as to the entire Building. If Landlord shall fail to
notify Tenant in writing of such election within said thirty (30) day period,
Landlord shall be deemed to have elected option (3) above. Landlord may
condition any consent to an assignment or subletting upon Tenant's payment to
Landlord of any reasonable costs incurred by Landlord in reviewing and approving
such requested assignment or subletting, including, without limitation,
Landlord's attorneys' fees. No assignment or subletting by Tenant shall relieve
Tenant of any obligations under this Lease. Consent of Landlord to a particular
assignment or sublease or other transaction shall not be deemed a consent to any
other or subsequent transaction.
(b) If Landlord consents to any subletting or assignment by Tenant as
hereinabove provided and subsequently any rents received by Tenant under any
such sublease are in excess of the rent payable by Tenant to Landlord or Tenant
receives any additional consideration from the assignee under any such
assignment, then Landlord may, at its option, either (i) declare such excess
rents under any sublease or such additional consideration for any assignment to
be due and payable by Tenant to Landlord as additional rent hereunder, or (ii)
elect to cancel this Lease as to the space assigned or sublet and, at Landlord's
option, enter into a lease directly with such assignee or subtenant, without
liability to Tenant.
(c) Landlord shall have the right to transfer and assign, in whole or
in part, all of its rights and obligations hereunder and in the Building and
Land and in such event and upon assumption by the transferee of Landlord's
obligations hereunder (any such transferee to have the benefit of, and be
subject to, the provisions of this Lease), no further liability or obligation
shall thereafter accrue against Landlord hereunder and Tenant agrees to look
solely to the successor in interest of Landlord for the performance of such
obligations.
(d) No assignment or sublease shall release Tenant or Tenant's
guarantor from any obligations hereunder. In the event Tenant is in default
under this Lease, then Landlord, in addition to any other remedies, may collect
all rents coming due directly from any subtenant and apply same against any sums
due Landlord by Tenant, but Tenant shall not be released from any further
liability or obligations because of such collections by Landlord.
<PAGE>
(e) If Tenant is a corporation and if at any time during the Lease
Term the person or persons who own the voting shares at the time of the
execution of this Lease cease for any reason to own a majority of such shares,
including but not limited to merger, consolidation or other reorganization
involving another corporation, or if Tenant is a partnership and if at any time
during the Lease Term the general partner or partners who own the general
partnership interests in the partnership at the time of the execution of this
Lease cease for any reason to own a majority of such interests (except as the
result of transfers by gift, bequest or inheritance to or for the benefit of
members of the immediate family of such original shareholder(s) or partner(s)),
such an event shall be deemed to be an assignment requiring Tenant to comply
with the terms hereof. The preceding sentence shall not apply whenever Tenant is
a corporation the outstanding stock of which is listed on a recognized security
exchange or if at least eighty percent (80%) of its voting stock is owned by
another corporation, the voting stock of which is so listed.
7. Use and Occupancy. Tenant covenants and agrees that the Building shall
be used and occupied by Tenant only for the Permitted Use set forth in Item 8 of
the Basic Lease Provisions and for no other purpose and agrees to use and
maintain the Building in a clean, careful, safe and proper manner and to comply
with all applicable state, federal and municipal laws, ordinances, orders, rules
and regulations. Tenant agrees not to commit waste nor suffer or permit waste to
be committed on or in the Building or the Land.
8. Alterations and Additions by Tenant. Tenant shall not make or allow to
be made any alterations, improvements or additions in or to the Building without
first obtaining the written consent of Landlord, and all alterations, additions
and improvements made to or fixtures or other improvements placed in or upon the
Building, whether temporary or permanent in character, by either party (except
only moveable office furniture and equipment not attached to the Building) shall
be deemed a part of the Building and with respect to Tenant's alterations,
additions, improvements and fixtures, they shall remain Tenant's property until
the expiration or earlier termination of the Lease at which time they shall
become the property of Landlord without compensation to Tenant. Alterations,
improvements and additions in and to the Building requested by Tenant shall be
in accordance with plans and specifications which have been previously submitted
to and approved in writing by Landlord. Such work shall be performed at Tenant's
expense and accomplished either by Landlord or by contractors and subcontractors
approved in writing by Landlord. If such work is performed by Landlord, Landlord
shall be entitled to a construction supervision fee in the amount of five
percent (5%) of the cost of any alterations, improvements or additions. If such
work is not performed by Landlord, then all work performed by other contractors
and subcontractors shall be subject to the following conditions:
(a) A certificate of insurance for each contractor and subcontractor
must be submitted to the Landlord for approval prior to commencement of
construction;
(b) Tenant must insure that all workmen will be cooperative with
Building personnel and comply with all Building rules and regulations;
(c) All construction must be done in a good and workmanlike manner and
shall be subject to approval by Landlord in its sole discretion upon completion;
(d) Lien releases in recordable form from each contractor and
subcontractor must be submitted to the Landlord within five (5) days after
completion; and
(e) All construction must comply with all applicable governmental
laws, rules and regulations.
<PAGE>
9. Repair and Maintenance by Tenant. This is intended to be a "Triple Net"
lease and in addition to the obligations of Tenant to pay for all Property Taxes
(as hereinafter defined) and insurance as provided in Sections 14 and 15 hereof,
Tenant is responsible, at its sole cost and expense for all maintenance, repairs
and replacements (including, without limitation, those of a capital nature) to
the Building and Land, including, but not by way of limitation, all items set
forth in this Section 8. Tenant will not in any manner deface or damage the
Building or Land and will pay as additional rent on demand the cost of replacing
any damage done to the Building or Land except damage caused by the gross
negligence or willful misconduct of Landlord. Tenant shall, at its own cost and
expense, throughout the term hereof, keep and maintain in good repair, all
structural and non-structural portions of the Building and Land, including but
not limited to the roof, foundation, structural soundness of the exterior walls,
including cleaning and painting thereof. Tenant shall keep and maintain in good
repair all windows, window glass, plate glass (including cleaning of all glass),
doors, fixtures, equipment, Elevators (as hereinafter defined) and HVAC (as
hereinafter defined) and all other machinery located in the Building and/or on
the Land. Tenant shall pay for all license, permits, use and inspections in
connection with the Building and Land during the Lease Term. Furthermore, Tenant
shall keep the plumbing working, closets, pipes and fixtures belonging thereto
in good repair, and keep the water pipes and connections free from ice and all
other obstructions, to the satisfaction of Landlord and any government authority
having jurisdiction over the Building or the Land during the term hereof. It
shall be the obligation of Tenant to keep and maintain in good repair, the
sidewalks, parking lots, driveways and curbs, service facilities, signage,
landscaping, sprinkler systems, Elevators, including all alterations and work
required to have the Building and Land comply with all Environmental Laws and
all laws, ordinances and regulations applicable to the Building and Land. Tenant
shall, at its sole cost and expense, during the term hereof make all
alterations, improvements or additions to the Building and Land that may be
required on account of any existing or future laws or regulations. It is
specifically understood that Landlord shall have no obligation for maintenance
or repair of the Building or Land and shall incur no liability or expense in
regard thereto. Tenant shall insure that the heating, ventilating and air
conditioning equipment serving the Building ("HVAC") is in good operating order
and condition on the Commencement Date and Tenant shall maintain a commercially
reasonable preventative maintenance contract for the HVAC system, acceptable to
Landlord, during the term hereof. Tenant shall make all necessary repairs and
replacements of the HVAC system which are not covered (or would not be covered)
under such preventative maintenance contract, including capital expenditures for
repair or replacement of the HVAC systems serving the Building. Without
diminishing such obligation of Tenant and in addition to any other remedies
Landlord may have, if Tenant fails to make such repairs and replacements within
fifteen (15) days after notice to Tenant from Landlord, Landlord may, at its
option, make such repairs and replacements and Tenant shall pay Landlord the
cost thereof as additional rent on demand. Likewise, Tenant shall at its sole
cost and expense, insure that the elevators and all equipment and fixtures
related thereto (collectively the "Elevators") are in good operating order and
condition and comply with all governmental requirements as of the Commencement
Date and Tenant shall maintain a commercially reasonable preventive maintenance
contract for the Elevators, acceptable to Landlord, during the term hereof and
insure that the same continue to comply with all applicable rules, regulations
and ordinances of any governmental authority having jurisdiction over the
Building. Tenant shall make all necessary repairs and replacements of the
Elevators which are not covered (or would not be covered) under this preventive
maintenance contract, including capital expenditures for repairs or replacement
of the Elevators. Without diminishing such obligations of Tenant, and in
addition to any other remedies Landlord may have, if Tenant fails to make such
repairs and replacements within fifteen (15) days after notice to Tenant from
Landlord, Landlord may, at its option, make such repairs and replacements and
Tenant shall pay Landlord the cost thereof of additional rent on demand.
However, nothing set forth in this Section 8, or elsewhere in this Lease shall
impose any obligation upon Landlord to make any such repairs or replacements and
Landlord shall have no liability to Tenant, its agent, employees, contractors or
invitees for failure to make such repairs and/or replacement or for any damage,
loss or injury (including death) arising therefrom, and Tenant hereby
indemnifies and holds Landlord harmless from any and all damage, cost, or
liabilities which may arise by virtue of any loss, damage, injury (including
death) or liability arising from such election by Landlord not to repair or
replace. Tenant shall maintain, at its sole cost and expense, a janitorial
service contract and a pest control contract covering the Building, acceptable
to Landlord, during the Lease Term.
<PAGE>
10. Mechanic's Liens. Tenant will not permit any mechanic's or
materialman's lien to be placed upon the Building or improvements thereon or the
Land during the term hereof caused by or resulting from any work performed,
materials furnished or obligations incurred by or at the request of Tenant.
Nothing contained in this Lease shall be deemed or construed in any way as
constituting the consent or request of Landlord, express or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or materialman
for the performance of any labor or the furnishing of any materials that would
give rise to the filing of any mechanic's, materialman's or other lien against
the interest of Landlord in the Land or the Building. In the case of the filing
of any lien on the interest of Landlord or Tenant in the Building or Land,
Tenant shall cause the same to be discharged of record or adequately bonded
within twenty (20) days after the filing of same. If Tenant shall fail to
discharge or adequately bond around such lien within such period, then, in
addition to any other right or remedy of Landlord, Landlord may, but shall not
be obligated to, discharge the same either by paying the amount claimed to be
due or by procuring the discharge of such lien by deposit in court or bonding.
Any amount paid by Landlord for any of the aforesaid purposes, or for the
satisfaction of any other lien not caused or claimed to be caused by Landlord,
together with all reasonable legal and other expenses of Landlord in defending
any such action or procuring the discharge of such lien, shall be paid by Tenant
to Landlord as additional rent on demand.
11. Indemnity and Non-Liability. Landlord will not be liable for and Tenant
will indemnify and hold Landlord harmless from all suits, liability, fines,
claims, demands, actions, damages, losses, costs and expense, including, but not
limited to, Landlord's reasonable attorneys' fees, for any injury or death to
persons, any loss or damage to property or any loss of or damage to Tenant's
business caused wholly or in part by (i) the negligence of, (ii) an act,
omission or misconduct of, (iii) a breach of this Lease by or (iv) the use or
occupancy of the Building or Land by, Tenant, its employees, agents, servants,
contractors, licensees, invitees or subtenants. Unless caused by the gross
negligence or willful misconduct of Landlord, Landlord shall not be liable or
responsible for any loss or damage to property or death or injury to persons
occasioned by any event, including, without limitation, theft, fire, act of God,
injunction, defects in the Building, riot, strike, war, court order, other
governmental action or other matter or the leakage or failure of any pipes,
wiring or fixture or the backing up of any drains.
12. Certain Rights Reserved by Landlord. In addition to Landlord's rights
under the Building Rules and Regulations attached hereto as Exhibit "A",
Landlord shall have the following rights, exercisable without notice and without
liability to Tenant for damage or injury to property, person or business and
without effecting an eviction, constructive or actual, or disturbance of
Tenant's use or possession or giving rise to any claim for set-off or abatement
of rent:
(a) To change the Building's name or street address;
(b) To install, affix and maintain any and all signs on the exterior
and interior of the Building;
(c) To enter upon the Building at reasonable hours to exercise its
rights hereunder or inspect same or to show the Building to prospective lenders
or purchasers, and, during the last twelve (12) months of the Lease Term, to
show them to prospective tenants at reasonable hours and, if they are vacated,
to prepare them for reoccupancy;
(d) To retain at all times, and to use in appropriate instances, keys
to all doors within and into the Building;
<PAGE>
(e) To decorate and to make repairs, alterations, additions, changes
or improvements, whether structural or otherwise, in and about the Building, or
any other part thereof, without any obligation to do so, and for such purposes
to enter upon the Building and, during the continuance of any of said work, to
temporarily close doors, entryways, public space and corridors in the Building;
(f) To interrupt or temporarily suspend Building services and
facilities and to change the arrangement and location of entrances or
passageways, doors and doorways, corridors, elevators, stairs, toilets or other
public parts of the Building, all without abatement of rent or affecting any of
Tenant's obligations hereunder, so long as access to the Building is not
unreasonably restricted;
(g) To take all such reasonable measures as Landlord may deem
advisable for the security of the Building and its occupants. Notwithstanding
the foregoing, Landlord shall not be obligated to provide any security measures
and Landlord shall not be liable to Tenant or Tenant's employees, customers or
invitees for any damage, cost or expense which occurs for any reason in the
event any provided security measure is not properly installed, monitored or
maintained or any such service is not properly provided, nor shall Landlord be
liable to Tenant or Tenant's employees, customers or invitees for any damage or
loss caused by theft, burglary, assault, vandalism or any other crime. Landlord
strongly encourages Tenant to secure Tenant's own insurance in excess of the
amounts required elsewhere in this Lease and/or to provide Tenant's own security
measures to protect against the above occurrences if Tenant desires additional
coverage for such risks.
13. Fire or Other Casualty. If the Building or any part thereof shall be
damaged by fire or other casualty, Tenant shall give prompt written notice
thereof to Landlord. In case the Building shall be so damaged by fire or other
casualty that substantial alteration or reconstruction of the Building shall, in
Landlord's sole opinion, be required, Landlord may, at its option, terminate
this Lease and the term and estate hereby granted by notifying Tenant in writing
of such termination within thirty (30) days after the date of such damage, in
which event the rent hereunder shall be abated as of the date of such damage. If
Landlord does not elect to terminate this Lease or if, in Landlord's sole
opinion, substantial alteration or reconstruction of the Building is not
required, Landlord shall repair and restore the Building to substantially the
same condition in which it was immediately prior to the happening of the
casualty, except that Landlord shall not be required to rebuild, repair or
replace any part of Tenant's furniture or furnishings or of fixtures and
equipment owned or removable by Tenant under the provisions of the Lease.
Notwithstanding the foregoing, Landlord's obligation to restore the Building
shall not require Landlord to expend for such repair and restoration work more
than the insurance proceeds actually received by the Landlord as a result of the
casualty. Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof. If any other portion of the Building is damaged by fire
or other casualty resulting from the fault or negligence of Tenant or any of
Tenant's agents, employees or invitees, the rent hereunder shall not be
diminished and Tenant shall be liable to Landlord for the cost of the repair and
restoration of the Building caused thereby to the extent such cost and expense
is not covered by insurance proceeds.
<PAGE>
14. Condemnation. If all of the Building and Land, or so much of the same
as would, in Landlord's sole opinion, materially interfere with the parties'
continued efficient and/or economically feasible use of the remainder, shall be
taken for any public or quasi-public use under any governmental law, ordinance
or regulation or by right of eminent domain or should be sold to the condemning
authority in lieu of condemnation, then Landlord may, at its option, terminate
this Lease as of the date when physical possession of the Building or Land is
taken by the condemning authority. If Landlord does not terminate this Lease,
the rent payable hereunder shall be diminished by an amount representing that
part of said rent as shall properly be allocable to the portion of the Building
which was taken or sold. Landlord shall receive the entire award from any taking
or condemnation and Tenant shall have no claim thereto for any reason relating
to the taking or condemnation.
15. Taxes. Tenant shall be liable for and shall pay, prior to becoming
delinquent, all taxes levied or assessed against Tenant's personal property,
furniture, alterations, improvements or fixtures in the Building including any
sales and use taxes associated with materials and/or services in connection with
the Building. Tenant shall pay to Landlord (or directly to the taxing authority
if required by Landlord) the Property Taxes (as hereinafter defined) for each
tax year of the term hereof. Property Taxes shall be prorated for any partial
tax year within the term based on the actual number of days elapsed. Promptly
after receipt of a property tax bill, Landlord shall provide Tenant with a copy
of the same. Tenant shall pay all Property Taxes prior to when such Property
Taxes are delinquent. Tenant shall deliver evidence to Landlord, in the form of
a copy of the check to the taxing authorities, of payment of such Property Taxes
prior to the same becoming delinquent. "Property Taxes" means the real estate
taxes levied on the Building and Land including any interest or penalty charges
payable with respect to any such taxes by virtue of Tenant's late payment or
non-payment of all or any portion of Property Taxes. Property Taxes shall also
include betterments and special and general assessments levied or imposed
against the Buildings, Land and/or Building. Property Taxes shall also include
any tax, excise, surcharge or assessment levied by any governmental taxing
authority upon or against the rents payable hereunder by Tenant in lieu of any
Property Taxes. Notwithstanding the foregoing, Tenant shall have no obligation
to pay any income taxes, sales taxes, excess profit taxes, franchise, capital
stock, inheritance or estate taxes, license fees, inspection fees or permit fees
levied against Landlord.
16. Waiver of Subrogation and Insurance.
(a) Each party hereto hereby waives any and every claim which arises
or may arise in its favor and against the other party hereto, or anyone claiming
through or under them, by way of subrogation or otherwise, for any and all loss
of or damage to any of its property (whether or not such loss or damage is
caused by the fault or negligence of the other party or anyone for whom said
other party may be responsible), which loss or damage is covered by valid and
collectible fire and extended coverage insurance policies, to the extent that
such loss or damage is insurable under said insurance policies. Said waivers
shall be in addition to, and not in limitation or derogation of, any other
waiver or release contained in this Lease with respect to any loss or damage to
property of the parties hereto.
<PAGE>
(b) Tenant shall at its sole cost and expense, procure and maintain
throughout the term of this Lease a policy or policies of insurance insuring
Tenant against (i) any and all liability for injury to or death of a person or
persons and for damage to or destruction of property occasioned by or arising
out of or in connection with the use or occupancy of the Building or by the
condition of the Building (including the contractual liability of Tenant to
indemnify Landlord contained herein) with a limit of not less than $1,000,000
for each occurrence and $5,000,000 in the aggregate, (ii) fire and extended
coverage insurance covering Tenant's personal property and movable trade
fixtures in the Building to the extent of full replacement value, and (iii)
worker's compensation insurance as required by the State of Texas. Whenever good
business practice, in Landlord's reasonable judgment, indicates the need of
additional insurance coverage or different types of insurance in connection with
the Building or Tenant's use and occupancy thereof, Tenant shall, upon request,
obtain such insurance at Tenant's expense and provide Landlord with evidence
thereof. Additionally, Tenant shall at all times during the Lease Term maintain
in effect a policy or policies of insurance covering the Building for 100% of
replacement cost or in such amounts as Landlord may from time to time determine,
providing protection against perils included within the standard Texas form of
fire and extended coverage insurance policy, together with insurance against
sprinkler damage, vandalism, malicious mischief, business interruption, and such
other risks as Landlord may from time to time determine and with any such
deductibles as Landlord may from time to time determine. All insurance shall be
written by an insurance company or companies satisfactory to Landlord and
licensed to do business in the State of Texas with Landlord and any other party
in interest from time to time designated by Landlord named as an additional
insured without restriction. If Tenant has an umbrella or excess policy, Tenant
will name Landlord as an additional insured without restriction on all insurance
required pursuant to the Lease and on all layers of umbrella or excess policies.
Tenant shall obtain a written obligation on the part of each insurance company
to notify Landlord at least thirty (30) days prior to cancellation of all
required premium to this Section 16(b) such insurance. Such policies or duly
executed certificates of insurance relating thereto shall be promptly delivered
to Landlord within five (5) days after the execution of this Lease and renewals
thereof as required shall be delivered to Landlord at least thirty (30) days
prior to the expiration of the respective policy terms. If Tenant fails to
comply with the foregoing requirements relating to insurance, Landlord may, at
its sole option, obtain such insurance and Tenant shall pay as additional rent
to Landlord on demand the premium cost thereof.
17. Surrender Upon Termination. At the expiration or termination of this
Lease, whether caused by lapse of time or otherwise, Tenant shall at once remove
all furniture, movable trade fixtures and equipment and surrender possession of
the Building and Land and deliver the Building and Land to Landlord in as good
repair and condition as at the Commencement Date, reasonable wear and tear and
damages or destruction by fire or other insured casualty excepted, and shall
deliver to Landlord all keys to the Building. Tenant, or Landlord at Tenant's
expense, shall repair any damage to the Building or the Building and Land caused
by any such removal. All furniture, movable trade fixtures and equipment
installed by Tenant not removed at the expiration of this Lease or within
fifteen (15) days after any other termination shall thereupon be conclusively
presumed to have been abandoned by Tenant and Landlord may, at its option, take
over the possession of such property and either (a) declare same to be the
property of Landlord by written notice thereof to Tenant, or (b) at the sole
risk, cost and expense of Tenant, remove the same or any part thereof in any
manner that Landlord shall choose and dispose of the same without incurring
liability to Tenant or any other person.
<PAGE>
18. Events of Default by Tenant.
(a) The occurrence of any of the following events shall be deemed to
be an event of default by Tenant under this Lease:
(i) Tenant shall fail to pay when due hereunder any installment
of rent or any other sum of money payable by Tenant to Landlord; or
(ii) Tenant shall fail to comply with or observe any other term,
provision or covenant of this Lease, and Tenant has not cured such failure
(except for the failure to pay rent) within twenty (20) days after the
occurrence of such failure; or
(iii) Tenant shall become insolvent, or shall make a transfer in
fraud of creditors, or shall make an assignment for the benefit of creditors, or
Tenant shall admit in writing its inability to pay its debts as they become due,
or Tenant shall file a petition under any section or chapter of the Bankruptcy
Reform Act of 1978, as amended, or under any similar law or statute of the
United States or any State thereof, or Tenant shall be adjudged bankrupt or
insolvent in proceedings filed against Tenant thereunder, or a petition or
answer proposing the adjudication of Tenant as a bankrupt or its similar law
shall be filed in any court and such petition or answer shall not be discharged
within sixty (60) days after the filing thereof, or a receiver or trustee shall
be appointed for all or substantially all of the assets of Tenant or of the
Building or of any of Tenant's property located thereon; or
(iv) The leasehold estate hereunder shall be taken or attempted
to be taken by execution or other process of law in any action against Tenant;
or
(v) Tenant shall abandon or vacate any substantial portion of the
Building for a period of time in excess of five (5) days without written
permission of Landlord; or
(vi) The liquidation, termination, dissolution, forfeiture of
right to do business or death of Tenant or any Guarantor.
(b) If an event of default shall have occurred, Landlord shall have,
in addition to such other rights or remedies as are contained within this Lease
or at law or in equity, the right at its election, then or any time thereafter
while such event of default shall continue, to pursue any one or more of the
following remedies:
(i) Terminate this Lease by giving notice thereof to Tenant, in
which event Tenant shall immediately surrender the Building to Landlord and if
Tenant fails to do so, Landlord may without prejudice to any other remedy which
it may have for possession or arrearages in rent, enter upon and take absolute
possession of the Building. Tenant hereby agrees to pay to Landlord on demand
the amount of all loss and damage which Landlord may suffer by reason of such
termination, whether through inability to relet the Building on satisfactory
terms or otherwise, including loss of rental for the remainder of the Lease Term
and interest thereon at the Past Due Rate from the date of the default.
(ii) Enter upon and take absolute possession of the Building
without terminating this Lease. Landlord may (but shall be under no obligation
to) relet the Building or any part thereof for the account of Tenant, in the
name of Tenant or Landlord or otherwise, without notice to Tenant, for such term
or terms (which may be greater or less than the period which would otherwise
have constituted the balance of the term of this Lease) and on such conditions
(which may include concessions or free rent) and for such uses as Landlord in
its absolute discretion may determine and Landlord may collect and receive any
rents payable by reason of such reletting. Tenant covenants and agrees to pay
Landlord on demand all reasonable expenses necessary to relet the Building which
shall include the cost of renovating, repairing and altering the Building for a
new tenant or tenants, advertisements and brokerage fees, and Tenant further
covenants and agrees to pay Landlord on demand any deficiency that may arise by
reason of such reletting together with interest on all sums due thereon at the
Past Due Rate from the date of the default. Landlord shall not be responsible or
liable for any failure to relet the Building or any part thereof or for any
failure to collect any rent due upon any such reletting. No such re-entry or
taking of possession of the Building by Landlord shall be construed as an
election on Landlord's part to terminate this Lease unless a written notice of
such termination is given to Tenant pursuant to subparagraph 17(b)(i) above.
<PAGE>
(iii) Make such payments and/or take such action and do whatever
Tenant is obligated to do under the terms of this Lease. Tenant covenants and
agrees to reimburse Landlord on demand for any expenses which Landlord may incur
in thus affecting compliance with Tenant's obligations under this Lease together
with interest thereon at the Past Due Rate from the date paid by Landlord, and
Tenant further agrees that Landlord shall not be liable for any damages
resulting to Tenant from such action, whether caused by the negligence of
Landlord or otherwise.
(iv) Collect, from time to time, by suit or otherwise, each
installment of rent or other sum as it becomes due hereunder, or to enforce,
from time to time, by suit or otherwise, any other term or provision hereof on
the part of Tenant required to be kept or performed.
(v) Terminate this Lease by giving Tenant notice thereof, in
which event Tenant shall pay to Landlord the sum of (1) all rent accrued
hereunder through the date of termination, and (2) an amount equal to (A) the
total rent that Tenant would have been required to pay for the remainder of the
Lease Term discounted to present value at a rate of seven percent (7%) per
annum, minus (B) the then present fair rental value of the Building for such
period, similarly discounted at a rate of seven percent (7%) per annum, after
deducting all anticipated costs of reletting and Landlord's expenses for keeping
the Building in good order.
(c) In order to regain possession of the Building pursuant to this
Paragraph 17, Landlord or its agent may, at the expense and liability of the
Tenant, alter or change any or all locks or other security devices controlling
access to the Building without posting or giving notice of any kind to Tenant.
Landlord shall have no obligation to provide Tenant a key or grant Tenant access
to the Building so long as Tenant is in default under this Lease. Landlord may,
without notice, remove and either dispose of or store, at Tenant's expense, any
property belonging to Tenant that remains in the Building after Landlord has
regained possession thereof.
(d) No repossession or re-entering on the Building or any part thereof
by Landlord and no reletting of the Building or any part thereof by Landlord
shall terminate this Lease, unless a notice of such intention be given to
Tenant.
(e) No right or remedy herein conferred upon or reserved to Landlord
is intended to be exclusive of any other right or remedy, and each and every
right and remedy shall be cumulative and in addition to any other right or
remedy given hereunder or now or hereafter existing at law or in equity or by
statute. In addition to other remedies provided in this Lease, Landlord shall be
entitled, to the extent permitted by applicable law, to injunctive relief in
case of the violation, or attempted or threatened violation, of any of the
covenants, agreements, conditions or provisions of this Lease, or to a decree
compelling performance of any of the other covenants, agreements, conditions or
provisions of this Lease, or to any other remedy allowed to Landlord at law or
in equity.
19. Events of Default by Landlord. Except as otherwise provided in this
Lease, Landlord shall be in default hereunder if there is an act or omission by
Landlord which would give Tenant the right to damages from Landlord or the right
to terminate this Lease and, upon written notice of such act or omission to
Landlord by Tenant, Landlord fails to correct the breach or default within
thirty (30) days after the notice, or such longer period of time as may be
reasonably necessary provided Landlord has commenced to correct the breach or
default within such thirty (30) day period and diligently pursues such to
completion.
20. No Implied Waiver. The failure of Landlord to insist at any time upon
the strict performance of any covenant or agreement or to exercise any option,
right, power or remedy contained in this Lease shall not be construed as a
waiver or a relinquishment thereof for the future. A receipt by Landlord of any
rent with or without knowledge of the breach of any covenant or agreement
contained in this Lease shall not be deemed a waiver of such breach, and no
waiver by Landlord of any provision of this Lease shall be deemed to have been
made unless expressed in writing and signed by Landlord.
<PAGE>
21. Landlord's Lien. Landlord waives any and all statutory or contractual
landlord liens Landlord may have against the furniture, fixtures, equipment,
inventory or personal property of Tenant located in the Building.
22. Subordination. This Lease and all rights of Tenant hereunder shall be
subject and subordinate to any deed of trust, mortgage or other instrument of
security which may hereafter cover the Building and the Land or any interest of
Landlord therein and to any and all increases, renewals, modifications,
consolidations, replacements and extensions thereof and to each advance made or
hereafter to be made thereunder and to any subordination, non-disturbance or
attornment agreement by the terms of which such holder or holders recognize this
Lease and covenant to give Tenant, so long as Tenant attorns to any purchaser or
purchasers of the Building and the Land any interest of Landlord therein through
foreclosure or other disposition thereof and Tenant is not in default under this
Lease, the right of quiet enjoyment of the Building. Tenant shall upon demand
and at any time or times execute, acknowledge and deliver to Landlord such other
and further instruments and certificates that, in the judgment of Landlord, may
be necessary or proper to confirm or evidence such subordination.
23. Quiet Enjoyment. Tenant, upon paying the Base Rent, any additional rent
and any other sums required to be paid by the terms of this Lease, and upon
performing and observing the covenants and stipulations set forth herein, shall
peaceably hold and enjoy the Building during the said term subject to the terms
and conditions hereof and to any liens, ordinances, easements, restrictions or
covenants to which this Lease is subject.
24. Holding Over by Tenant. Should Tenant or any of its successors in
interest continue to hold the Building after the termination of this Lease,
whether such termination occurs by lapse of time or otherwise, such holding over
shall, unless otherwise agreed by Landlord in writing, constitute and be
construed as a tenancy at will, at a daily rental equal to one-thirtieth
(1/30th) of an amount equal to the greater of double the amount of the monthly
rental payable during the last month prior to the termination of this Lease or
one hundred fifty percent (150%) of the market rate for which similar space in
the Building is then being leased by Landlord, and upon and subject to all of
the other terms, provisions, covenants and agreements on the part of Tenant
hereunder except any right to renew this Lease. No payments of money by Tenant
to Landlord after the termination of this Lease shall reinstate, continue or
extend the term of this Lease and no extension of this Lease after the
termination thereof shall be valid unless and until the same shall be reduced to
writing and signed by both Landlord and Tenant. Nothing in this Paragraph 27
should be construed as giving Tenant the right to hold over beyond the date of
the expiration of this Lease nor preclude Landlord from having the right to
dispossess or otherwise terminate Tenant's right of possession. Any tenancy at
will is terminable upon notice from Landlord.
25. Building Rules and Regulations. Tenant and Tenant's agents, employees
and invitees will comply with all requirements of the Building Rules and
Regulations which are attached hereto as Exhibit "A." Landlord shall at all
times have the right to change such Building Rules and Regulations or to
promulgate other Rules and Regulations in such reasonable manner as may be
deemed advisable for the safety, care or cleanliness of the Building and related
facilities, and for preservation of good order therein; provided, however, that
any such change shall not become effective and a part of this Lease until a copy
thereof shall have been delivered to Tenant. Tenant shall further be responsible
for the compliance with such Rules and Regulations by the employees, servants,
agents, visitors and invitees of Tenant. Landlord shall not be responsible to
Tenant for failure of any person to comply with such Rules and Regulations.
<PAGE>
26. Estoppel Certificate and Tenant's Financial Statements. Tenant will, at
any time and from time to time, upon not less than twenty (20) days' prior
request by Landlord or any successor of Landlord or by the holder of any deed of
trust or mortgage covering the Land and Building or any interest of Landlord
therein, execute, acknowledge and deliver to Landlord an estoppel certificate in
writing executed by Tenant certifying that this Lease is the entire agreement
between the parties; that this Lease is in full force and effect and specifying
any modifications; the dates to which the rent has been paid and that no rent
under this Lease has been paid more than thirty (30) days in advance of its due
date; that the Tenant has unconditionally accepted the Building; that any
improvements required by the terms of this Lease to be made by Landlord have
been completed to the satisfaction of Tenant; that the address for notices to be
sent to Tenant is as set forth in this Lease; that Tenant, as of the date of
such certificate, has no charge, lien or claim of offset, deduction or
counterclaim under this Lease or otherwise against rents or other charges due or
to become due hereunder; that Landlord, any such successor or holder, and any
assignee of any such entity may rely upon the estoppel certificate being given
by Tenant; and either stating that to the knowledge of the signer of such
certificate no default of Landlord exists hereunder or specifying each such
default of which the signer may have knowledge; it being intended that any such
certificate by Tenant may be relied upon by any prospective purchaser or
mortgagee of the Building. In addition to the matters described above, the
above-described certificate shall include and Tenant shall certify as to matters
regarding the Lease as reasonably requested by Landlord.
27. Limitation of Liability. The liability of Landlord to Tenant for any
default by Landlord under the terms of this Lease shall be limited to the then
interest of Landlord in the Building and Land and Landlord, its officers,
directors, employees, agents and partners shall not be personally liable for any
deficiency. This clause shall not be deemed to limit or deny any remedies which
Tenant may have in the event of default by Landlord hereunder which do not
involve the personal liability of Landlord. Notwithstanding anything contained
in this Lease to the contrary, in the event Landlord sells, assigns, transfers,
or conveys its interest in the Land and the Building, Landlord shall have no
liability for any acts or omissions that occur after the date of said sale,
assignment, transfer, or conveyance.
28. Notices. Each provision of this Lease or of any applicable governmental
law, ordinance, regulation or other requirement with reference to the sending,
mailing or delivery of any notice or with reference to the making of any payment
by Tenant to Landlord, shall be deemed to be complied with when and if the
following steps are taken:
(a) Any notice or document delivered to Landlord by Tenant, including
all rent and other payments required to be made by Tenant to Landlord hereunder
shall be payable to Landlord in Harris County, Texas, at the address hereinbelow
set forth, or at such other address as Landlord may specify from time to time by
written notice delivered in accordance herewith:
Allstar Equities, Inc.
6401 Southwest Freeway
Houston, Texas 77074
Attention: James H. Long
(b) Any notice or document delivered by Landlord to Tenant hereunder
shall be delivered to Tenant at the address hereinbelow set forth, or at such
other address as Tenant may specify from time to time by written notice
delivered in accordance herewith:
Allstar Systems, Inc.
6401 Southwest Freeway
Houston, Texas 77074
Attention: Donald R. Chadwick
<PAGE>
(c) Any notice or document required to be delivered hereunder shall be
deemed to be delivered, whether actually received or not, seventy-two (72) hours
after deposit in the United States mail, postage paid, certified mail, return
receipt requested and addressed to the respective party at the respective
addresses set out above or at such other address as they have theretofore
specified by written notice.
29. Use Tax. Notwithstanding any other provision herein, Tenant shall
pay as and when they become due and before the same become delinquent any and
all licenses, charges, and other fees of every kind and nature arising out of or
in connection with the Building, including but not limited to license fees,
business license tax, the amount of any privilege, sales, excise, or other tax
(other than income) imposed upon rentals herein provided to be paid by Tenant or
upon the Landlord in an amount measured by such rentals received by Landlord.
30. Examination of Lease. The submission of this document for examination
and negotiation does not constitute an offer to lease, or a reservation of, or
option for, the Building. This document becomes effective and binding only upon
the execution and delivery hereof by Landlord or Landlord's authorized agent and
Tenant.
31. Severability. Each and every covenant and agreement contained in this
Lease is, and shall be construed to be, a separate and independent covenant and
agreement. If any term or provision of this Lease or the application thereof to
any person or circumstances shall to any extent be invalid and unenforceable,
the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby and in lieu of such invalid or
unenforceable clause, there shall be added as a part of this Lease a clause as
similar in terms to such invalid or unenforceable clause as may be possible and
be legal, valid and enforceable.
32. No Merger. There shall be no merger of this Lease or of the leasehold
estate hereby created with the fee estate in the Building or any part thereof by
reason of the fact that the same person may acquire or hold, directly or
indirectly, this Lease or the leasehold estate hereby created or any interest in
this Lease or in such leasehold estate as well as the fee estate in the Building
or any interest in such fee estate.
33. Force Majeure. Whenever a period of time is herein prescribed for
action to be taken by Landlord, Landlord shall not be liable or responsible for,
and there shall be excluded from the computation for any such period of time,
any delays due to strikes, acts of God, shortages of labor or materials, war,
governmental laws, regulations, restrictions or other cause of any kind
whatsoever which is beyond the control of Landlord.
34. Joint and Several Liability. If there is more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. If there
is a guarantor of Tenant's obligations hereunder, the obligations of Tenant
shall be joint and several obligations of Tenant and such guarantor, and
Landlord need not first proceed against Tenant hereunder before proceeding
against such guarantor, nor shall any such guarantor be released from its
guarantee for any reason whatsoever, including, but not limited to, any
amendment of this Lease, any forbearance by Landlord or waiver of any of
Landlord's rights, the failure to give Tenant or such guarantor any notices or
the release of any party liable for the payment of Tenant's obligations
hereunder.
35. Entire Agreement and Amendment. This Lease contains the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes any and all prior and contemporaneous agreements, understandings,
promises and representations made by either party to the other concerning the
subject matter hereof and the terms applicable hereto. Landlord's agents have
made no representations or promises with respect to the Building except as
herein expressly set forth and no rights, easements or licenses are acquired by
Tenant by implication or otherwise except as expressly set forth in the
provisions of this Lease. This Lease shall not be altered, waived, amended or
extended except by a written agreement signed by the parties hereto unless
otherwise expressly provided herein. Neither this Lease nor a memorandum of this
Lease shall be recorded in the public records of the county in which the
Building is located without the prior written consent of Landlord.
<PAGE>
36. Paragraph Headings. The paragraph headings contained in this Lease are
for convenience only and shall in no way enlarge or limit the scope or meaning
of the various and several paragraphs hereof.
37. Binding Effect. Except as otherwise provided in the Lease, all of the
covenants, agreements, terms and conditions to be observed and performed by the
parties hereto shall be applicable to, binding upon and inure to the benefit of
their respective heirs, personal representatives, successors and their assigns.
38. Brokerage. Tenant and Landlord represent and warrant to each other that
such party has not had any dealing with any realtor, broker or agent in
connection with this Lease or the negotiation thereof. Landlord and Tenant each
agree to indemnify and hold the other harmless from and against any and all
costs, expenses or liability, including, but not limited to, reasonable
attorneys' fees, resulting from any breach of this representation or warranty.
39. Hazardous Waste. The term "Hazardous Substances," as used in this
Lease, shall mean any pollutant, contaminant, toxic or hazardous waste,
radioactive material or other substance, the use and/or the removal of which is
required or the use of which is restricted, prohibited or penalized by any
"Environmental Law," which term shall mean any federal, state or local statute,
ordinance, regulation or other law of a governmental or quasi-governmental
authority relating to pollution or protection of the environment or the
regulation of the storage or handling of Hazardous Substances. Tenant hereby
agrees that: (a) no activity will be conducted at the Building or Land that will
produce any Hazardous Substance; (b) neither the Building nor the Land will not
be used in any manner for the storage of any Hazardous Substance; and (c) Tenant
will not permit any Hazardous Substance to exist on the Building or Land and if
any Hazardous Substances currently exist or exist at any time during the Lease
Term or subsequent to the Lease Term (provided such existed during the Lease
Term) the same shall be immediately removed, with proper disposal, and all
required clean-up procedures shall be diligently undertaken by Tenant at its
sole cost pursuant to all Environmental Laws. If at any time during or after the
term of this Lease, the Building and/or the Land is found to be contaminated
with Hazardous Materials, Tenant shall diligently institute proper and thorough
clean-up procedures, at Tenant's sole cost. Tenant agrees to indemnify and hold
Landlord harmless from all claims, demands, actions, liabilities, costs,
expenses, damages, penalties and obligations of any nature arising from or as a
result of any contamination of the Building and/or Land with Hazardous
Substances. The foregoing indemnification and the responsibilities of Tenant
shall survive the termination or expiration of this Lease.
40. Applicable Law. This Lease shall be governed in all respects by the
laws of the State of Texas.
41. Authority. In the event Tenant is a corporation, professional
association, partnership or other form of organization other than an individual,
then each individual executing or attesting this Lease on behalf of Tenant
hereby covenants, warrants and represents that (a) such individual is duly
authorized to execute or attest and deliver this Lease on behalf of Tenant in
accordance with the organizational documents of Tenant; (b) this Lease is
binding upon Tenant; (c) Tenant is duly organized and legally existing in the
state of its organization and is qualified to do business in the state in which
the Building is located; (d) upon request, Tenant will provide Landlord with
true and correct copies of all organizational documents of Tenant and any
amendments thereto; and (e) the execution and delivery of this Lease by Tenant
will not result in a breach of, or constitute a default under, any mortgage,
deed of trust, lease, loan, credit agreement, partnership agreement or other
contract or instrument to which Tenant is a party or by which Tenant may be
bound.
<PAGE>
42. Riders and Exhibits. The following number Exhibits and Riders are
attached hereto and incorporated herein by reference as if copies herein in
full:
Exhibit "A": Building Rules and Regulations
Exhibit "B": Secretary of State Financing Statement
43. TIME. TIME IS OF THE ESSENCE IN THIS LEASE AND IN EACH AND ALL OF THE
PROVISIONS HEREOF.
44. In the event of any legal action or proceeding brought by either party
against the other party arising out of this Lease, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs incurred in such action
or proceeding and such fees and costs shall be included in any judgment rendered
in such action or proceeding.
IN WITNESS WHEREOF, this Lease is hereby executed in multiple originals as
of the date first above set forth.
LANDLORD:
ALLSTAR EQUITIES, INC.
By: ____________________________________
James H. Long, President
TENANT:
ALLSTAR SYSTEMS, INC.
By: ____________________________________
Donald R. Chadwick,
Chief Financial Officer
Approved by
Initials:
Date:
<PAGE>
EXHIBIT "A"
BUILDING RULES AND REGULATIONS
In addition to the covenants of the parties set out in the Lease, the parties
agree to observe the following standards for the mutual safety, cleanliness and
convenience of the Building and the Land. As specified in the Lease, these rules
are subject to change from time to time.
1. No birds, animals (except seeing-eye dogs), reptiles or any other creatures
shall be brought into or about the Building.
2. Nothing shall be swept or thrown into the corridors, halls, elevator shafts
or stairway. Tenant shall keep the Building and Land neat and clean.
3. Corridor doors, when not in use, shall be kept closed.
4. No bicycles or similar vehicles will be allowed in the Building or on the
Land except in those areas specifically designated by Landlord for such
purposes.
5. Sidewalks, doorways, vestibules, halls, stairways and similar areas shall not
be obstructed by Tenant or its officers, agents, servants and employees, or used
for any purpose other than ingress and egress to and from the Building, or for
going from one part of the Building to another part of the Building. No
furniture shall be placed in front of the Building or in any lobby or corridor
without written consent of Landlord.
6. Landlord has the right to evacuate the Building in the event of an emergency
or catastrophe.
7. Tenant shall not place, install or operate any stoves or cooking equipment in
the Building or in any part of the Building without the prior written approval
of Landlord.
8. No signs, posters, advertisements or notices shall be painted or affixed on
any of the windows, doors or other parts of the Building except in such color,
size and style and in such places as shall be first approved in writing by
Landlord.
9. No portion of the Building shall be used for the purpose of lodging rooms or
any immoral or unlawful purposes.
10. Vending machines or dispensing machines of any kind will not be placed in
the Building by Tenant unless prior written approval has been obtained from
Landlord.
11. Landlord's prior written approval must be obtained for installation of any
solar screen material, window shades, blinds, drapes, awnings, window
ventilators or other similar equipment and any window treatment of any kind
whatsoever. Landlord will control all internal lighting that may be visible from
the exterior of the Building.
12. Tenant shall exercise reasonable precautions in the protection of its
personal property from loss or damage by keeping doors to unattended areas
locked. Tenant will lock all office doors leading to public corridors and turn
off all lights and any appliances at the close of the working day. Landlord
shall not be responsible for any lost or stolen personal property, equipment,
money or jewelry from the Building, Land or parking areas regardless of whether
loss occurs when such area is locked against entry.
13. At no time shall Tenant permit or shall Tenant's agents, employees,
contractors, guests or invitees smoke in any common area of the Building unless
such common area has been declared a designated smoking area by Landlord.
14. Tenant shall not conduct any auction at the Building nor store goods, wares
or merchandise at the Building, except for Tenant's own personal use.
<PAGE>
EXHIBIT "B"
TO BE FILED IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS
FINANCING STATEMENT
This instrument is prepared as, and is intended to be, a Financing
Statement complying with the formal requisites therefore as set forth in the
Texas Business and Commerce Code, Article 9 (also known as the Texas Uniform
Commercial Code-Secured Transactions), and in particular Section 9.402 thereof.
1. The name and address of the debtor ("Debtor") is:
Allstar Systems, Inc.
6401 Southwest Freeway
Houston, Texas 77074
Attention: Donald R. Chadwick
2. The name and address of the secured party ("Secured Party") is:
Allstar Equities, Inc.
6401 Southwest Freeway
Houston, Texas 77074
Attention: James H. Long
3.This Financing Statement covers the following types of property (the
"Real Property") and all proceeds of such Property:
All furniture, fixtures, equipment and personal
property located at 6401 Southwest Freeway,
Houston, Texas 77074.
DEBTOR:
ALLSTAR SYSTEMS, INC.
By: ____________________________________
Donald R. Chadwick,
Chief Financial Officer
PROMISSORY NOTE
Effective Date: December 1, 1999
1. Parties
"Borrower" means James H. Long, and the person's successors and
assigns. "Lender" means Allstar Systems, Inc. and its successors and assigns.
2. Borrower's Promise To Pay; Interest
In return for a loan received from Lender, Borrower promises to pay
the principal sum of Three Hundred Thirty-five Thousand, Five Hundred Fifty-one
and Fourteen /100 Dollars (U.S. $335,551.14), plus interest, to the order of the
Lender. Interest will be charged on the unpaid principal, from the date hereof,
at the rate nine percent (9%) per annum until the full amount of the principal
has been paid. Such interest shall be computed on the basis of a 360 day year
consisting of twelve thirty day months.
3. Manner Of Payment
(A) Time
On the first day of each month beginning on January 1, 2000 Borrower
shall make equal monthly installments of principal and interest in an amount
equal to that installment of Six Thousand, Nine Hundred Sixty-five and
forty-nine/100 Dollars (U.S $6,965.49) which will amortize to loan over Sixty
(60) equal monthly installments of principal and interest. Any principal and
interest remaining on the first day of December 1, 2004 , will be due on that
date, which is called the "Maturity Date"
(B) Place
Payment shall be made at Allstar Systems, Inc., 6401 Southwest
Freeway, Houston, Texas 77074 or such other place as Lender may designate in
writing by notice to the Borrower.
4. Borrower's Right to Prepay
Borrower has the right to pay the debt evidenced by this Note, in
whole or in part, without charge or penalty, on the first day of any month.
5. Borrower's Failure To Pay
(A) Late Charge for Overdue Payments
If Lender has not received the full monthly payment required by the
Security Instrument, as described in Paragraph 3 of this Note by the end of the
fifteen calendar days after the payment is due, Lender may collect a late charge
in the amount of five per cent (5%) of the overdue amount of each payment.
(B) Default
If Borrower defaults by failing to pay in full any monthly payment,
then Lender may require immediate payment in full of the principal balance
remaining due and all accrued interest. Lender may choose not to exercise this
option without waiving its rights in the event of any subsequent default
<PAGE>
(C) Payment of Costs and Expenses
If Lender has required immediate payment in full, as described above,
Lender may require Borrower to pay costs and expenses including reasonable and
customary attorney's fees for enforcing this Note. Such fees and costs shall
bear interest from the date of disbursement at the same rate as the principal of
this Note.
6. Waivers
Borrower and any other person who has obligations under this Note
waive the rights of presentment and notice of dishonor. "Presentment" means the
right to require Lender to demand payment of amounts due. "Notice of dishonor"
means the right to require Lender to give notice to other persons that amounts
due have not been paid.
7. Giving Of Notices
Unless applicable law requires a different method, any notice that
must be given to Borrower under this Note will be given by delivering it or
mailing it by first class mail to Borrower at the property address above or at a
different address if Borrower has given Lender a notice of Borrower's different
address.
Any notice that must be given to Lender under this Note will be given
by first class mail to Lender at the address stated in Paragraph 4(B) or at a
different address if Borrower is given a notice of that different address.
8. Obligations Of Persons Under This Note
If more than one person signs this Note, each person is fully
responsible and personally obligated to keep all of the promises made in this
Note, including the promise to pay the full amount owed. Any person who is a
grantor, surety or endorser of this Note is also obligated to do these things.
Any person who takes over these obligations, including the obligations of a
guarantor, surety or endorser of this Note, is also obligated to keep all of the
promises made in this Note. Lender may enforce its rights under this Note
against each person individually or against all signatories together. Any one
person signing this Note may be required to pay all of the amounts owed under
this Note.
BY SIGNING BELOW, Borrower accepts and agrees to the terms and
covenants contained in this Note.
- --------------------------------- ----------------------------------
Witness Signature Borrower Signature
_________________________________ James H. Long
Witness Name Borrower Name
_________________________________ as of December 1, 1999_________
Date Date
Exhibit 21.1
List of Subsidiaries of the Company
Name State of Incorporation
Stratasoft, Inc Texas
IT Staffing, Inc. Delaware
Allstar Systems Rio Grande, Inc. Texas
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-41001 of Allstar Systems, Inc. and subsidiaries (the "Company") on Form S-8
of our report dated March 17, 2000, appearing in this Annual Report on Form 10-K
of the Company for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
March 22, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001020017
<NAME> ALLSTAR SYSTEMS, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-START> JAN-01-1999
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,647
<SECURITIES> 0
<RECEIVABLES> 37,954
<ALLOWANCES> (228)
<INVENTORY> 7,442
<CURRENT-ASSETS> 51,458
<PP&E> 5,316
<DEPRECIATION> (3,036)
<TOTAL-ASSETS> 53,916
<CURRENT-LIABILITIES> 41,891
<BONDS> 0
0
0
<COMMON> 44
<OTHER-SE> 11,786
<TOTAL-LIABILITY-AND-EQUITY> 53,916
<SALES> 201,817
<TOTAL-REVENUES> 201,817
<CGS> 179,026
<TOTAL-COSTS> 179,026
<OTHER-EXPENSES> 20,183
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 648
<INCOME-PRETAX> 1,960
<INCOME-TAX> (686)
<INCOME-CONTINUING> 1,274
<DISCONTINUED> (2,119)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (845)
<EPS-BASIC> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001020017
<NAME> ALLSTAR SYSTEMS, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-START> JAN-01-1998
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,538
<SECURITIES> 0
<RECEIVABLES> 35,251
<ALLOWANCES> (358)
<INVENTORY> 8,497
<CURRENT-ASSETS> 47,928
<PP&E> 5,327
<DEPRECIATION> (2,425)
<TOTAL-ASSETS> 51,028
<CURRENT-LIABILITIES> 38,128
<BONDS> 0
0
0
<COMMON> 45
<OTHER-SE> 14,723
<TOTAL-LIABILITY-AND-EQUITY> 51,028
<SALES> 167,173
<TOTAL-REVENUES> 167,173
<CGS> 145,039
<TOTAL-COSTS> 145,039
<OTHER-EXPENSES> 23,422
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 351
<INCOME-PRETAX> (1,639)
<INCOME-TAX> (541)
<INCOME-CONTINUING> (1,098)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,098)
<EPS-BASIC> (0.25)
<EPS-DILUTED> (0.25)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001020017
<NAME> ALLSTAR SYSTEMS, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-START> JAN-01-1997
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,581
<SECURITIES> 0
<RECEIVABLES> 24,540
<ALLOWANCES> (249)
<INVENTORY> 4,700
<CURRENT-ASSETS> 31,090
<PP&E> 3,685
<DEPRECIATION> (1,672)
<TOTAL-ASSETS> 33,184
<CURRENT-LIABILITIES> 18,266
<BONDS> 0
0
0
<COMMON> 45
<OTHER-SE> 14,723
<TOTAL-LIABILITY-AND-EQUITY> 33,184
<SALES> 129,167
<TOTAL-REVENUES> 129,167
<CGS> 111,126
<TOTAL-COSTS> 111,126
<OTHER-EXPENSES> 14,386
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 685
<INCOME-PRETAX> 2,970
<INCOME-TAX> 1,126
<INCOME-CONTINUING> 1,844
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,844
<EPS-BASIC> .52
<EPS-DILUTED> .52
</TABLE>
Exhibit 99
<TABLE>
<CAPTION>
FINANCIAL STATEMENT SCHEDULE II
ALLSTAR SYSTEMS, INC.
VALUATION AND QUALIFYING ACCOUNTS
AS OF DECEMBER 31, 1999
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at Charges to Charge to
Beginning Costs and Other Other Balance at
Description of Year Expenses Accounts Changes End of year
Accumulated provision deducted from related assets on balance sheet:
Allowance for doubtful accounts receivable:
1997 $ 219 $ 386 (66) $ (290) (A) $ 249
1998 249 3,410 (3,301) (A) 358
1999 358 916 (1,046) (A) 228
Inventory reserves:
1997 $ 111 $ 456 $ (551) (A) $ 16
1998 16 1,900 (1,916) (A) 0
1999 0 512 (511) (A) 1
Reserves other than those deducted from assets on balance sheet:
Allowance for doubtful vendor accounts receivable:
1997 $ 200 $ 198 $ (49) (A) $ 349
1998 349 1,049 (1,243) (A) 155
1999 155 1,270 (1,117) (A) 308
<FN>
(A) Reductions related to amounts written off.
</FN>
</TABLE>
