<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1995 Commission File Number 0-11560
- ------------------------------------ ------------------------------
WESTERN MICRO TECHNOLOGY, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
California 94-2414428
---------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
254 E. Hacienda Avenue, Campbell, CA 95008
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(408) 379-0177 12900 Saratoga Avenue
------------------------------- Saratoga, CA 95070
(Registrant's telephone number, ----------------------------
including area code) (Former name, former address
and former fiscal year,
if changed since last report)
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 at least the past 90 days.
YES /x/ NO / /
Indicate by number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at September 30, 1995
------- ---------------------------------
<S> <C>
Common Shares, without par value 3,708,738
</TABLE>
<PAGE>
WESTERN MICRO TECHNOLOGY, INC. AND SUBSIDIARIES
INDEX
Page
PART I - FINANCIAL INFORMATION
Consolidated Statements of Operations for the Three and 3
Nine Months Ended September 30, 1995 and 1994
Consolidated Balance Sheets at September 30, 1995 and 4
December 31, 1994
Consolidated Statements of Cash Flows for the Nine Months 5
Ended September 30, 1995 and 1994
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 1. Legal proceedings 11
Item 4. Submission of Matters to a Vote of Securityholders 11
Signatures 14
Index to Exhibits 15
2 of 15
<PAGE>
WESTERN MICRO TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------- -------------------
<S> <C> <C> <C> <C>
1995 1994 1995 1994
Net sales $ 21,292 $ 28,786 $ 84,807 $ 88,057
Cost of goods sold 18,659 24,501 74,534 75,684
-------- -------- -------- --------
Gross profit 2,633 4,285 10,273 12,373
-------- -------- -------- --------
Gross profit as % of net 12.37% 14.89% 12.11% 14.05%
sales
Selling, general and 2,366 3,976 11,410 12,120
administrative expenses
Restructuring costs -- -- 3,600 --
-------- -------- -------- --------
Operating income (loss) 267 309 (4,737) 253
Interest expense (net) 139 218 702 588
Other income (expense) 2 (9) 34 (11)
-------- -------- -------- --------
Income (loss) from 130 82 (5,405) (346)
operations before income
taxes
Provision for income taxes -- 7 -- 97
-------- -------- -------- --------
Income (loss) from 130 75 (5,405) (443)
continuing operations
Discontinued operations,
net of taxes:
Income from discontinued -- 88 -- 450
operations
Estimated loss on (63) (63)
disposition
-------- -------- -------- --------
Net income (loss) $ 130 $ 100 $ (5,405) $ (56)
======== ======== ======== ========
Net income (loss) per
common share:
Continuing operations $ 0.03 $ 0.02 $ (1.46) $ (0.13)
Discontinued operations $ -- $ 0.01 $ -- $ 0.11
-------- -------- -------- --------
Net income (loss) per $ 0.03 $ 0.03 $ (1.46) $ (0.02)
common share
======== ======== ======== ========
Number of shares used in 3,792 3,488 3,706 3,474
per share calculation
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
3 of 15
<PAGE>
WESTERN MICRO TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
ASSETS September 30, December 31,
1995 1994
------------- ------------
<S> <C> <C>
Current Assets:
Cash $ 76 $ 138
Trade accounts receivable, net of allowance 11,166 15,170
for doubtful accounts of $576 at
September 30, 1995 and $393 at December 31,
1994
Inventories, net 9,843 18,959
Other current assets 2,112 1,095
-------- --------
Total current assets 23,197 35,362
Property and equipment, net 1,358 889
Goodwill, net of accumulated amortization -- 1,389
Other assets 214 258
-------- --------
TOTAL ASSETS $ 24,769 $ 37,898
======== ========
LIABILITIES
Current liabilities:
Notes payable $ 2,959 $ 9,175
Current portion of capital leases 88 86
Accounts payable 10,397 11,949
Accrued expenses 1,832 1,818
-------- --------
Total current liabilities 15,276 23,028
Capital lease obligations, less current portion 72 65
Other 396 381
-------- --------
TOTAL LIABILITIES 15,744 23,474
Commitments and contingencies (Note 5)
SHAREHOLDERS' EQUITY
Preferred Stock, without par value, 10,000,000
shares authorized; none issued and outstanding
Common Stock, without par value, 10,000,000 13,915 13,909
shares authorized; issued and outstanding:
3,708,738 at September 30, 1995 and 3,702,007
at December 31, 1994
Retained earnings (deficit) (4,890) 515
-------- --------
TOTAL SHAREHOLDERS' EQUITY 9,025 14,424
-------- --------
TOTAL LIABILITIES & EQUITY $ 24,769 $ 37,898
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4 of 15
<PAGE>
WESTERN MICRO TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
-------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (5,405) $ (56)
Adjustments to reconcile net loss to net cash
provided
(used) by operating activities:
Disposal of property and equipment (87) 28
Depreciation and amortization 404 318
Provision for doubtful accounts receivable 291 73
Provision for restructuring costs 1,325 0
Change in assets and liabilities:
Accounts receivable 3,712 (2,432)
Inventories 8,044 (3,369)
Other current assets 335 (418)
Other assets 43 48
Accounts payable (1,551) 3,003
Accrued expenses and other (224) 899
------- -------
Net cash provided (used) by operating activities 6,887 (1,906)
------- -------
Cash flows from investing activities:
Net acquisition of property and equipment (917) (370)
Proceeds from sale of property and equipment 168 0
------- -------
Net cash used by investing activities (749) (370)
------- -------
Cash flows from financing activities:
Proceeds from short-term borrowings 78,126 89,045
Repayments of short-term borrowings (84,342) (86,949)
Payments on lease obligations (91) (54)
Proceeds from exercise of stock options 6 70
Proceeds from equipment loan 101 116
Cash acquired by acquisition -- 58
------- -------
Net cash provided (used) by financing activities (6,200) 2,286
------- -------
Net increase (decrease) in cash (62) 10
Cash--beginning of period 138 414
------- -------
Cash--end of period $ 76 $ 424
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5 of 15
<PAGE>
WESTERN MICRO TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Unaudited)
Note 1: The unaudited consolidated financial statements which include the
accounts of Western Micro Technology, Inc. and its subsidiaries
have been prepared in accordance with the instructions to Form 10-Q
and do not include all information and footnotes necessary to comply
with generally accepted accounting principles. In the opinion of
management, all normal recurring adjustments considered necessary
for a fair presentation have been included. The consolidated
statements of operations for the three and nine months ended
September 30, 1995 are not necessarily indicative of the results to
be expected for a full year or for any other period. These
financial statements should be read in conjunction with the
Financial Statements and the notes thereto included in the Company's
latest Audited Financial Statements for the year ended December 31,
1994.
Note 2: The December 31, 1994 balance sheet was derived from audited
financial statements, but does not include all disclosures required
by generally accepted accounting principles.
Note 3: Inventories, consisting primarily of purchased product held for
resale, are stated at the lower of cost (first-in, first-out) or net
realizable value.
Note 4: Supplemental Cash Flow Information: Cash paid for interest in the
nine-month period ended September 30, 1995 and 1994 was $728,000 and
$524,000 respectively.
Note 5: In the course of its business, the Company is sometimes named as a
defendant in litigation. On June 27, 1995, the Company learned that
the shareholder's attorneys had filed a derivative action on June
21, 1995 in Case No. CV750498 in the Superior Court of the State of
California, County of Santa Clara, Joel Feldman, Plaintiff, vs. R.
-------------------------------
Mabry, R. Gesell, G. Reyes, K. William Sickler, W. Welling, Western
-------------------------------------------------------------------
Micro Technology, and Reptron Electronics, Inc., Defendants, and
----------------------------------------------------------------
Western Micro Technology, Inc., Nominal Defendant. On July 18,
-------------------------------------------------
1995, an order of dismissal without prejudice was entered by the
Court and notice thereof given to counsel for the parties.
Note 6: The Consolidated Statement of Operations for the three and nine
months ended September 30, 1994 and the Consolidated Statement of
Cash Flows for the nine months ended September 30, 1994 have been
restated to reflect the acquisition of First Computer Corporation as
a pooling of interests in the fourth calendar quarter of 1994.
6 of 15
<PAGE>
Note 7: As of September 30, 1994, the Company discontinued its Testing
Division. Operating results of this division are included in the
Consolidated Statements of Operations for the three months and nine
months ended September 30, 1994, under the caption, "Discontinued
Operations, Net of Taxes." Revenues applicable to the Testing
Division were $564,000 for the quarter ended September 30, 1994 and
$2,116,000 for the nine months ended September 30, 1994. As of
September 30, 1994, remaining assets of the Testing Division
amounted to $193,000 and liabilities amounted to $510,000.
Note 8: On July 26, 1995, the Company sold its electronic components
distribution assets to Tampa, Florida-based Reptron Electronics,
Inc. (Nasdaq: REPT). The transaction, valued at approximately
$12,500,000, consisted of a $9,200,000 payment in cash and the
assumption of $3,300,000 in accounts payable. Of the $9,200,000
cash payment, $1,000,000 was held back in escrow for six months to
serve as a source of certain specified rights within the purchase
agreement with Reptron. The sale included the Company s
semiconductor component inventory, certain receivables, furniture
and equipment. In addition, Reptron Electronics, Inc. assumed
certain building and equipment lease obligations. As a result of
this sale, the Company recorded a restructuring charge of
$3,600,000. Of this amount, $2,326,000 was for non-cash write-offs
comprised of $1,353,000 in goodwill and a $973,000 increase to
long-term inventory related reserves. Severance and other exit
related charges related to the sale comprised the remaining
$1,274,000. Pro forma operating results for the nine month periods
ended September 30, 1995 and September 30, 1994, prepared as if the
disposition had taken place on January 1, 1994, are as follows:
<TABLE>
<CAPTION>
Computer Systems Business Pro Forma
for the Nine Months Ended September 30,
--------------------------------------
1995 1994
---- ----
<S> <C> <C>
Net sales $56,558 $42,977
======= ========
Net income $ 117 $ 222
======= ========
Net income per common share $ 0.03 $ 0.06
======= ========
</TABLE>
7 of 15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Recent Events
- -------------
On July 26, 1995, the Company sold its electronic components distribution
assets to Tampa, Florida-based Reptron Electronics, Inc. (Nasdaq: REPT). The
transaction, valued at approximately $12,500,000, consisted of a $9,200,000
payment in cash and the assumption of $3,300,000 in accounts payable. Of the
$9,200,000 cash payment, $1,000,000 was held back in escrow for six months to
serve as a source of certain specified rights within the purchase agreement with
Reptron. The sale, which was approved by the Company's shareholders, included
the Company's semiconductor component inventory, certain receivables, furniture
and equipment. In addition, Reptron Electronics, Inc. assumed certain building
and equipment lease obligations. As a result of this sale, the Company recorded
a restructuring charge of $3,600,000. Of this amount, $2,326,000 were non-cash
write-offs comprised of $1,353,000 in goodwill and a $973,000 increase to
long-term inventory related reserves. Severance and other exit related charges
related to the sale comprised the remaining $1,274,000. The Company is now
focusing its efforts on its mid-range computer systems distribution business,
concentrating on solution sales and services to Value Added Resellers,
Integrators, and Original Equipment Manufacturers (OEMs).
Three Months Ended September 30, 1995 Compared to Three Months Ended September
- ------------------------------------------------------------------------------
30, 1994
- --------
The Company's revenues and gross profits for the quarter were generated
entirely from the distribution business, a result of the discontinuance of the
Company's Testing Division in the quarter ended September 30, 1994 (see Note 7).
The Consolidated Statement of Operations and Consolidated Statement of Cash
Flows for the quarter ended September 30, 1994 have been restated to reflect
this change as well as to reflect the acquisition of First Computer Corporation,
as a pooling of interests, in the fourth calendar quarter of 1994.
Net sales for the three months ended September 30, 1995 were $21,292,000,
compared to $28,786,000 for the three months ended September 30, 1994, a
decrease of 26%. However, sales related to the ongoing mid-range computer
systems business were approximately $19,661,000 for the three months ended
September 30, 1995 compared to $15,602,000 for the three months ended September
30, 1994, an increase of 26%. Semiconductor components sales, representing the
balance of the reported consolidated sales, decreased 90%, due entirely to the
aforementioned sale of the Company's components distribution assets. Gross
profit as a percentage of net sales for the three months ended September 30,
1995 was 12.37% compared to 14.89% for the same period one year ago. The
decrease in gross profit is also due to the sale of the Company's components
distribution assets. The sale early in the quarter, allowed a substantial
increase in the mid-range computer systems sales, which typically yield a lower
gross profit when compared to the gross profit of components products.
8 of 15
<PAGE>
Selling, general, and administrative expenses decreased 40.5% for the three
months ended September 30, 1995 due to several factors, of which the most
significant being the sale of the Company's components distribution assets and
the transfer of components' employees and infrastructure to Reptron Electronics,
Inc. In relation to its ongoing mid-range computer business, the Company
effected a reduction in force, consolidated its executive, administrative,
distribution and integration facilities into one location, and aggressively cut
back sales related expenses, which included the modification of all sales
commission plans.
Interest expense decreased 36.2% in the three months ended September 30,
1995 versus September 30, 1994 due to a reduction in bank borrowings, a result
of the retirement of debt from the proceeds received from the sale of the
Company's components distribution assets.
NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
- --------------------------------------------------------------------------------
1994
- ----
Net sales for the nine months ended September 30, 1995 were 3.7% lower than
for the comparable period one year ago. Sales related to the ongoing mid-range
computer systems business were approximately $56,476,000 compared to $44,397,000
for the nine months ended September 30, 1994, an increase of 27.2%.
Semiconductor components sales, representing the balance of the reported
consolidated net sales, decreased 37.3% as a result of the loss of eight
semiconductor component lines in the 19 month period ending with date of the
sale of the Company's components assets, and as a result of the sale itself.
Gross profit as a percentage of net sales for the nine months ended September
30, 1995 was 12.11% compared to 14.05% for the same period one year ago. The
decrease in gross profit was attributable to lower average selling prices of
component products, and the sale of the Company's component assets. The sale
early in the third quarter, allowed a significant increase in the mid-range
computer systems sales, which typically yield a lower gross profit when compared
to the gross profit of components products.
Selling, general, and administrative expenses decreased 5.9% in the nine
months ended September 30, 1995 from the same period a year ago due to several
factors, of which the most significant being the sale of the Company's
components distribution assets and the transfer of components' employees and
infrastructure to Reptron Electronics, Inc. In relation to its ongoing
mid-range computer business, the Company had a reduction in force, consolidated
its executive, administrative, distribution and integration facilities into one
location, and aggressively cut back sales related expenses, which included the
modification of all sales commission plans.
Interest expense increased 19.4% in the nine months ended September 30, 1995
versus September 30, 1994 due to increased bank borrowings during the first two
quarters of the current year offset by decreased bank borrowings in the third
quarter.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Net cash provided by operating activities during the nine months ended
September 30, 1995 totaled $6,887,000 compared to the net cash used by operating
activities of $1,906,000 for the nine months ended September 30, 1994.
9 of 15
<PAGE>
As a result of the sale of assets related to the Company's semiconductor
components group, the Company recorded a restructuring charge of $3,600,000. Of
this amount, $2,326,000 was for non-cash write-offs comprised of $1,353,000 in
goodwill and a $973,000 increase to long-term inventory related reserves.
Severance and other exit related charges related to the sale comprised the
remaining $1,274,000.
The decrease in accounts receivable of $3,712,000, the decrease in inventory
of $8,044,000, and the decrease in accounts payable of $1,551,000, are all
attributable to the sale of the Company's components distribution assets.
The Company has required substantial working capital to finance inventories,
accounts receivable, capital expenditures and ongoing operational losses and has
financed its working capital requirements primarily through bank borrowings.
In conjunction with the aforementioned asset sale, the Company has
renegotiated its line of credit from $15 million to $10 million, collateralized
by trade accounts receivable and inventory, on terms substantially similar to
those of the former line of credit. The approximate $8,200,000 cash payment
received from the sale (excluding $1,000,000 held back in escrow) was used to
retire most of the outstanding balance on the Company's line of credit. With
its short term debt significantly reduced, the Company believes the current line
of credit should provide sufficient resources to fund its operations through the
fiscal year ended December 31, 1995. Borrowings under the current line of
credit were $2,959,000 as of September 30, 1995.
As of September 30, 1995, the Company was in violation of a tangible net
worth covenant required by its line of credit provider. The Company has
received a waiver for this covenant.
Factors Affecting Future Results
- --------------------------------
The Company's past operating results have been and its future operating
results will be, subject to the variety of uncertainties. The Company's
quarterly operating results may be subject to fluctuations as a result of a
number of factors, including the addition or loss of key suppliers or customers,
price competition and changes in the supply and demand for computer products.
Price competition in the industries in which the Company competes is intense and
could result in gross margin declines, which could have a material adverse
impact on the Company's profitability. The Company's future success depends in
part on the continued service of its key personnel, and its ability to identify
and hire additional personnel. There is intense competition for qualified
personnel in the areas of the Company's activities and there can be no assurance
that the Company will be able to continue to attract and retain qualified
personnel necessary for the development of its business. Loss of the services
of, or failure to recruit, key sales and management personnel could be
significantly detrimental to the Company.
10 of 15
<PAGE>
PART II. OTHER INFORMATION
Item 1 Legal proceedings. In the course of its business, the Company is
-----------------
sometimes named as a defendant in litigation. On May 22, 1995, Joel
Feldman, a shareholder of the Company, by and through his attorneys,
made written derivative demand upon the Board, inter alia, to cancel,
terminate or otherwise not consummate the sale of the electronic
semiconductor components distribution business to Reptron Electronics,
Inc. (the "Transaction") on the grounds that the proceeds to be paid the
Company on account of the Transaction allegedly are unconscionable,
unfair and grossly inadequate. Counsel for the Company responded to the
derivative demand by notifying the shareholder's attorneys of the
Company's intention to hold a special meeting of Shareholders to
consider a proposal to approve the Transaction. On June 27, 1995, the
Company learned that the shareholder's attorneys had filed a derivative
action on June 21, 1995 in Case No. CV750498 in the Superior Court of
the State of California, County of Santa Clara, Joel Feldman, Plaintiff,
------------------------
vs. R. Mabry, R. Gesell, G. Reyes, K. William Sickler, W. Welling,
------------------------------------------------------------------
Western Micro Technology, and Reptron Electronics, Inc., Defendants, and
------------------------------------------------------------------------
Western Micro Technology, Inc., Nominal Defendant. The complaint in the
--------------------------------------------------
derivative action (the "Complaint") was filed purportedly on behalf of a
class of persons consisting of all shareholders of the Company and names
the Company, the Purchaser and the entire Board as defendants. The
Complaint sought to enjoin the consummation of the Transaction under the
terms proposed. The Complaint also sought recovery of compensatory and
punitive damages and attorney's fees based on allegations that
defendants participated in the breach of fiduciary duties owed to the
Company, including asserted abuse of control and waste of corporate
assets. On July 18, 1995, an order of dismissal without prejudice was
entered by the Court and notice thereof given to counsel for the
parties.
Item 4 Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
At the Special Meeting of Shareholders on July 21, 1995, the following
proposal was voted on and approved by the holders of 2,019,820 shares of common
stock representing 55% of the outstanding shares, which were represented at the
meeting:
To approve the sale of the Company's components assets:
<TABLE>
<CAPTION>
Votes Votes Broker
Votes For Against Abstain Non-Votes
--------- ------- ------- ---------
<C> <C> <C> <C>
1,863,367 137,315 19,138 -0-
</TABLE>
At the Annual Meeting of Shareholders on October 2, 1995, the following
proposals were voted on and approved by the holders of 3,283,392 shares of
common stock representing 89% of the outstanding shares, which were represented
at the meeting:
11 of 15
<PAGE>
1) The election of the following persons to the Board of Directors:
<TABLE>
<CAPTION>
Votes
Director Votes For Withheld
-------- --------- --------
<S> <C> <C>
James J. Heffernan 3,232,100 51,292
Jerome A. Martin 3,238,000 45,392
P. Scott Munro 3,238,000 45,392
K. William Sickler 3,236,200 47,192
J. Larry Smart 3,238,800 44,592
William H. Welling 3,215,523 67,869
</TABLE>
2) To approve the adoption of the Company's 1995 Employee Stock Purchase
Plan:
<TABLE>
<CAPTION>
Votes Votes Broker
Votes For Against Abstain Non-Votes
--------- ------- ------- ---------
<C> <C> <C> <C>
3,013,979 108,849 112,502 48,062
</TABLE>
3) To ratify the designation of Coopers & Lybrand as independent
accountants for the year ending December 31, 1995:
<TABLE>
<CAPTION>
Votes Votes Broker
Votes For Against Abstain Non-Votes
--------- ------- ------- ---------
<C> <C> <C> <C>
3,258,025 9,967 15,400 -0-
</TABLE>
12 of 15
<PAGE>
Item 6 Exhibits and Reports on Form 8-K.
--------------------------------
A - Exhibit 11.1. Computation of Income (Loss) Per Share
------------
B - Reports on Form 8-K. The Company filed a Form 8-K dated July
-------------------
26, 1995, under Item 2 thereof, relating to the sale of the
Company's electronic semiconductor computer distribution
business to Reptron Electronics, Inc.
The Company filed a Form 8-K/A, Amendment No. 1 under Item 2 thereof
on October 10, 1995, which included certain pro forma financial
data.
13 of 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Registrant:
WESTERN MICRO TECHNOLOGY, INC.
Dated: November 13, 1995 By /s/ P. SCOTT MUNRO
-------------------------------------------------
P. Scott Munro
Chief Executive Officer, President
Dated: November 13, 1995 By /s/ JAMES W. DORST
-------------------------------------------------
James W. Dorst
Chief Financial Officer
14 of 15
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
- -------
11.1 Computation of Income (Loss) Per Share for the Three and
Nine Months Ended September 30, 1995 and 1994
15 of 15
<PAGE>
<TABLE>
WESTERN MICRO TECHNOLOGY, INC. AND SUBSIDIARIES
COMPUTATION OF INCOME (LOSS) INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<CAPTION>
For the Three Months For the Nine Months
Ended September 30 Ended September 30
----------------- ------------------
<S> <C> <C> <C> <C>
1995 1994 1995 1994
Weighted average shares 3,706 3,370 3,706 3,329
outstanding for the
period
Dilutive effect of stock 42 118 -- 145
options at average
market price
Average shares for computing 3,748 3,488 3,706 3,474
primary net income
(loss) per share
Adjustment for dilutive 44 -- -- --
effect of stock options
at ending market price
Average shares for computing 3,792 3,488 3,706 3,474
fully diluted net income
(loss) per share
Income (loss) from 130 75 (5,405) (443)
continuing operations
Income from discontinued -- $ 25 -- $ 387
operations
------- ------- ------- -------
Net income (loss) $ 130 $ 100 $(5,405) $ (56)
======= ======= ======= =======
Net income (loss) per common
share:
Continuing operations $0.03 $0.02 ($1.46) ($0.13)
Discontinued operations -- $ 0.01 -- $ 0.11
------- ------- ------- -------
Net income (loss) per share $0.03 $ 0.03 ($1.46) ($0.02)
======= ======= ======= =======
</TABLE>
NOTE: For the three months ended September 30, 1995, the results for
calculating primary net income per share and fully diluted net income
per share, are the same.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary information extracted from Western Micro
Technology's Consolidated Condensed Statements of Income (Loss) and Consolidated
Balance Sheets and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 76
<SECURITIES> 0
<RECEIVABLES> 11,742
<ALLOWANCES> 576
<INVENTORY> 9,843
<CURRENT-ASSETS> 23,197
<PP&E> 4,518
<DEPRECIATION> 3,160
<TOTAL-ASSETS> 24,769
<CURRENT-LIABILITIES> 15,276
<BONDS> 0
<COMMON> 13,915
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 24,769
<SALES> 84,807
<TOTAL-REVENUES> 84,807
<CGS> 74,534
<TOTAL-COSTS> 11,410
<OTHER-EXPENSES> 3,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 702
<INCOME-PRETAX> (5,405)
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</TABLE>
