<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 1997
Commission File Number: 0-9788
RICHEY ELECTRONICS, INC.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0594451
- --------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
7441 Lincoln Way, Garden Grove, California 92641
------------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
(714) 898-8288
--------------------------------------------------------
(Registrant's Telephone Number, including Area Code)
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
--- ---
As of May 7, 1997, 9,063,935 shares of the registrant's Common Stock,
$0.001 par value, were issued and outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
RICHEY ELECTRONICS, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
March 28, December 31,
1997 1996
------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 29,000 $ 30,000
Trade receivables 29,367,000 27,111,000
Inventories 41,865,000 37,631,000
Deferred income taxes 2,629,000 2,629,000
Other current assets 750,000 1,235,000
------------- -------------
Total current assets $ 74,640,000 $ 68,636,000
------------- -------------
LEASEHOLD IMPROVEMENTS, EQUIPMENT
FURNITURE AND FIXTURES, net $ 3,648,000 $ 3,668,000
------------- -------------
OTHER ASSETS AND INTANGIBLES
Deferred income taxes $ 1,842,000 $ 2,218,000
Deferred debt costs 2,451,000 2,533,000
Other 435,000 473,000
Goodwill 46,930,000 47,233,000
------------- -------------
$ 51,658,000 $ 52,457,000
------------- -------------
$ 129,946,000 $ 124,761,000
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 3,553,000 $ 4,012,000
Accounts payable 22,275,000 16,551,000
Accrued expenses 2,977,000 4,502,000
Accrued restructuring costs 280,000 538,000
------------- -------------
Total current liabilities $ 29,085,000 $ 25,603,000
------------- -------------
LONG-TERM DEBT
Subordinated notes payable $ 2,000,000 $ 2,000,000
Convertible subordinated notes payable 55,755,000 55,755,000
Other long-term debt 7,450,000 7,450,000
------------- -------------
$ 65,205,000 $ 65,205,000
------------- -------------
STOCKHOLDERS' EQUITY
Preferred Stock -- --
Common Stock 9,000 9,000
Additional paid-in-capital 21,001,000 21,001,000
Retained earnings 14,646,000 12,943,000
------------- -------------
Total stockholders' equity $ 35,656,000 $ 33,953,000
------------- -------------
$ 129,946,000 $ 124,761,000
------------- -------------
------------- -------------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
2
<PAGE>
RICHEY ELECTRONICS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Quarter Ended
------------------------------
March 28, March 29,
1997 1996
----------- -----------
Net Sales: $56,794,000 $58,384,000
Cost of Goods Sold: 42,265,000 44,071,000
----------- -----------
Gross Profit: $14,529,000 $14,313,000
----------- -----------
Operating expenses:
Selling, warehouse, general, and
administrative $10,054,000 $10,780,000
Amortization of intangibles 369,000 337,000
----------- -----------
$10,423,000 $11,117,000
----------- -----------
Operating income $ 4,106,000 $ 3,196,000
Interest Expense 1,261,000 1,292,000
----------- -----------
Income before income taxes $ 2,845,000 $ 1,904,000
Federal and state income taxes 1,142,000 762,000
----------- -----------
Net income $ 1,703,000 $ 1,142,000
----------- -----------
----------- -----------
Earnings per Share
Primary $0.19 $0.13
----------- -----------
----------- -----------
Fully Diluted $0.18 $0.13
----------- -----------
----------- -----------
Weighted Average number of shares
outstanding:
Primary 9,063,000 9,057,000
----------- -----------
----------- -----------
Fully diluted 13,010,000 10,406,000
----------- -----------
----------- -----------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
3
<PAGE>
RICHEY ELECTRONICS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Quarter Ended
---------------------------
March 28, March 29,
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $1,703,000 $1,142,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 762,000 673,000
Deferred income taxes 376,000 185,000
Changes in operating assets and liabilities:
(Increase) in trade receivables (2,256,000) (2,305,000)
(Increase) in inventories (4,234,000) (1,493,000)
Decrease in other assets 485,000 250,000
Increase (decrease) in accounts payable
and accrued expenses 4,199,000 (544,000)
------------ ------------
Net cash provided by (used in)
operating activities $1,035,000 ($2,092,000)
------------ ------------
CASH FLOWS (USED IN) INVESTING ACTIVITIES
Purchase of leasehold improvements and equipment ($291,000) ($368,000)
Payment of acquisition and restructuring costs (286,000) (3,470,000)
------------ ------------
Net cash (used in) investing activities ($577,000) ($3,838,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net advances (repayments) on short-term
revolving line of credit ($450,000) -
Net advances (repayments) on long-term
revolving line of credit - ($7,181,000)
Payments on long-term debt (9,000) (40,811,000)
Proceeds from issuance of convertible debt - 55,755,000
Transaction costs associated with
refinancing activities - (2,400,000)
Proceeds from issuance of common stock - 21,000
------------ ------------
Net cash provided by (used in)
financing activities ($459,000) $5,384,000
------------ ------------
(Decrease) in cash ($1,000) ($546,000)
CASH
Beginning $30,000 $572,000
------------ ------------
Ending $29,000 $26,000
------------ ------------
------------ ------------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
4
<PAGE>
RICHEY ELECTRONICS, INC.
CONDENSED STATEMENTS OF CASH FLOWS, CONTINUED
(UNAUDITED)
Quarter Ended
---------------------------
March 28, March 29,
1997 1996
------------ ------------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash payments for:
Interest $ 2,162,000 $ 1,116,000
------------ ------------
------------ ------------
Income taxes $ 46,000 $ 10,000
------------ ------------
------------ ------------
SUPPLEMENTAL SCHEDULE OF
NONCASH INVESTING AND
FINANCING ACTIVITIES
Acquisition of MS Electronics:
Working capital acquired $ 888,000
Fair market value of other assets acquired
including goodwill $ 2,223,000
------------
Purchase price and related transaction
costs $ 3,111,000
------------
------------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
5
<PAGE>
RICHEY ELECTRONICS, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
QUARTER ENDED MARCH 28, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
-----------------------------------------
Additional
Preferred Shares paid-in Retained
Stock Outstanding Par Value Capital Earnings Total
--------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 -- 9,063,000 $9,000 $21,001,000 $12,943,000 $33,953,000
Net income -- -- -- -- 1,703,000 1,703,000
--------- ----------- --------- ----------- ----------- -----------
Balance, March 28, 1997 -- 9,063,000 $9,000 $21,001,000 $14,646,000 $35,656,000
--------- ----------- --------- ----------- ----------- -----------
--------- ----------- --------- ----------- ----------- -----------
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
6
<PAGE>
RICHEY ELECTRONICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Richey Electronics, Inc. is a specialty distributor of electronic
components and a provider of related value-added assembly services. The Company
distributes a broad line of connectors, switches, wire, cable and heat
shrinkable tubing and other interconnect, electromechanical and passive
components used in the assembly and manufacturing of electronic equipment.
Richey Electronics also provides a wide variety of value-added assembly
services. These value-added assembly services consist of (i) component
assembly, which is the assembly of components to manufacturer specifications and
(ii) contract assembly, which is the assembly of cable assemblies, battery packs
and mechanical assemblies to customer specifications. The Company's customers
are primarily small- and medium-sized original equipment manufacturers.
SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In management's opinion, the accompanying financial statements
reflect all material adjustments, consisting of only normal and recurring
adjustments, necessary for a fair statement of the results for the interim
periods presented. The results for the interim periods ended March 28, 1997 and
March 29, 1996 are not necessarily indicative of the results which will be
reported for the entire year.
EARNINGS PER SHARE
The weighted average number of shares used for computing fully diluted
earnings per share assumes that the 7% Convertible Subordinated Notes due 2006
(the "Notes") which were sold by the Company in the first quarter of 1996
through a private offering are converted at $14.125 per share on the date they
were issued. The Notes are not common stock equivalents and, therefore, are not
considered in determining the primary weighted average number of shares. Net
income used in computing fully diluted earnings per share is increased for the
interest expense, net of tax, associated with the Notes.
7
<PAGE>
RICHEY ELECTRONICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
INCOME TAXES
Income tax expense in these interim financial statements is recorded based
upon the Company's expected annual effective income tax rate.
For further information, refer to the audited financial statements of the
Company and notes thereto for the year ended December 31, 1996, included in the
Company's Annual Report on Form 10-K.
NOTE 2. BUSINESS COMBINATIONS
DEANCO ACQUISITION IN 1995
In connection with the acquisition of Deanco, Inc. (the "Deanco
Acquisition") on December 20, 1995, the Company accrued restructuring costs of
$3,100,000 related to the consolidation of Deanco's operations into the Company.
These costs were recorded as a purchase accounting adjustment, resulting in an
increase of the preliminary purchase price allocation. The preliminary
allocation of the Deanco purchase price will be finalized when all final costs
are established. No adjustments have been made to the original estimates of
these restructuring costs. At December 31, 1996, $538,000 of these
restructuring costs were unpaid. During the first quarter of 1997, $258,000 of
these remaining restructuring costs were paid.
ACQUISITIONS IN 1996
On March 19, 1996, the Company completed the acquisition of the assets and
business of MS Electronics, Inc. MS Electronics specializes in the distribution
of interconnect, electromechanical and passive electronic components and
provides related value-added assembly services in the Baltimore-Washington
marketplace. On December 5, 1996, the Company acquired the assets and business
of Summit Distributors, Inc., a Buffalo, New York distributor of interconnect,
electromechanical and passive electronic components. These acquisitions were
accounted for as purchase business combinations with the operations of the
acquired business included subsequent to the acquisition date. Pro forma
financial information for the first quarter of 1996 is not provided with respect
to these acquisitions because they would not have materially changed reported
sales or net income.
8
<PAGE>
RICHEY ELECTRONICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE 3. STOCK OPTIONS AND NET OPERATING LOSS CARRYFORWARDS
STOCK OPTIONS
The Company has a stock option plan adopted in 1992. In general, the
options granted vest at a rate of 25% per year over a four-year period and
expire ten years from the date of grant. The options granted were granted at
fair market value at the date of grant. As of March 28, 1997, total options
authorized for grant were 905,432, of which 235,174 were available for grant.
During the three months ended March 28, 1997, 60,500 options were granted to
employees at a price of $12-7/8 and no options were exercised.
NET OPERATING LOSS CARRYFORWARDS
As of December 31, 1996, the Company had acquired net operating loss
carryforwards ("NOLs") with the following expiration dates:
Expiration Date Federal
--------------- -----------------
2005 . . . . . . . . . . . . . . . . . . . . $ 454,000
2006 . . . . . . . . . . . . . . . . . . . . 9,673,000
2007 . . . . . . . . . . . . . . . . . . . . 2,588,000
2008 . . . . . . . . . . . . . . . . . . . . 771,000
-----------------
$13,486,000
-----------------
-----------------
Section 382 of the Internal Revenue Code of 1986, as amended and the
related regulations impose certain limitations on a corporation's ability to use
NOLs if more than a 50% ownership change occurs. The Company's issuance of
additional common stock in 1995, together with an earlier acquisition,
constitute a more than 50% ownership change. As a result, the usage of the NOLs
is restricted to approximately $4,900,000 on an annual basis.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
SUMMARY OF SELECTED DATA
(UNAUDITED)
The following table sets forth certain items in the statements of
operations as a percent of net sales for periods shown and additional items of a
statistical nature.
Quarter Ended
-------------------------
March 28, March 29,
1997 1996
-------- --------
Statements of Operations Data:
-----------------------------
Net Sales . . . . . . . . . . . . . . . . . . . . 100.0% 100.0%
Cost of Goods Sold. . . . . . . . . . . . . . . . 74.4 75.5
----- -----
Gross Profit. . . . . . . . . . . . . . . . . 25.6 24.5
----- -----
Selling, warehouse, general & administrative. . . 17.7 18.5
Amortization of intangibles . . . . . . . . . . . 0.7 0.6
----- -----
Operating Income. . . . . . . . . . . . . . . 7.2 5.5
Interest Expense. . . . . . . . . . . . . . . . . 2.2 2.2
----- -----
Income before income taxes. . . . . . . . . . 5.0 3.3
Federal and state income taxes. . . . . . . . . . 2.0 1.3
----- -----
Net Income. . . . . . . . . . . . . . . . . . . . 3.0% 2.0%
----- -----
----- -----
<TABLE>
<CAPTION>
March 28, Dec. 31, Sept. 27, June 28, March 29,
1997 1996 1996 1996 1996
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
- ------------------
Total assets (000) . . . . . . . . . . . . . . . . $129,946 $124,761 $128,420 $129,828 $128,099
Working capital (000). . . . . . . . . . . . . . . $ 45,555 $ 43,033 $ 43,311 $ 41,221 $ 39,717
Ratio of current assets to current liabilities . . 2.6 2.7 2.6 2.4 2.4
Short-term debt (000). . . . . . . . . . . . . . . $ 3,553 $ 4,012 $ 263 $ 219 $ 136
Subordinated long-term notes payable (000) . . . . $ 2,000 $ 2,000 $ 2,958 $ 2,956 $ 2,982
Convertible subordinated notes payable (000) . . . $ 55,755 $ 55,755 $ 55,755 $ 55,755 $ 55,755
Other long-term debt (000) . . . . . . . . . . . . $ 7,450 $ 7,450 $ 10,034 $ 10,546 $ 11,377
Inventory turnover . . . . . . . . . . . . . . . . 4.2 4.4 4.2 4.9 5.2
Days sales outstanding in accounts receivable. . . 45.0 44.1 46.1 46.4 45.7
Stockholders' equity (000) . . . . . . . . . . . . $ 35,656 $ 33,953 $ 32,048 $ 30,288 $ 28,555
</TABLE>
10
<PAGE>
RESULTS OF OPERATIONS
Net income for the first quarter of 1997 was $1,703,000 compared with net
income of $1,142,000 for the first quarter of 1996, an increase of $561,000 or
49.1%. For the first quarter of 1997, earnings per share increased to $0.18
based on fully diluted weighted average number of shares outstanding of
13,010,000, up from $0.13 per share for the first quarter of 1996, based on
fully diluted weighted average number of shares outstanding of 10,406,000.
Net sales for the quarter ended March 28, 1997 were $56,794,000 compared
with net sales of $58,384,000 for the quarter ended March 29, 1996, a decrease
of $1,590,000 or 2.7%. Net sales of electronic components decreased to
$39,028,000 in the first quarter of 1997 from $42,650,000 in the first quarter
of 1996, a decrease of 8.5%. Net sales of value-added assembly services
increased to $17,766,000 for the first quarter of 1997 from $15,734,000 for the
corresponding period of 1996, an increase of 12.9%. The decline in component
sales is attributable to discontinued product lines. The increase in sales of
value-added assembly services is attributable to the addition of new customers
and the continued trend of OEM outsourcing.
The Company believes that order backlog (confirmed orders from customers
for shipment within the next 12 months) generally averages two to three months'
sales in the electronics distribution industry. Order backlog at March 28, 1997
was $57,900,000, up from $53,300,000 at March 29, 1996 and up from $53,800,000
at December 31, 1996.
Gross profit as a percentage of net sales was 25.6% for the first quarter
of 1997 as compared to 24.5% for the first quarter of 1996. This 1.1% increase
in gross profit percentage was due to growth in sales of higher margin value-
added assembly services as a percentage of total sales and improvement in
margins on sales of electronic components.
Operating expenses for the quarter ended March 28, 1997 were $10,423,000
compared to $11,117,000 for the corresponding period in 1996. As a percentage
of net sales, operating expenses decreased 0.7% for the quarter ended March 28,
1997 compared to the same period in 1996. The reduction in operating expenses
was primarily the result of savings realized from the operational integration of
Deanco into the Company through reductions in duplicative facilities, personnel
and other operating costs. These savings were partially offset by investments
primarily in sales, marketing and MIS personnel.
Interest expense for the first quarter of 1997 was $1,261,000 as compared
with $1,292,000 for the first quarter of 1996.
Federal and state income tax expense increased to $1,142,000 (40% effective
rate) for the quarter ended March 28, 1997 from $762,000 (40% effective rate)
for the corresponding period of 1996. This increase was proportional to the
increase in pre-tax earnings for the quarter. See Note 3 of Notes to Condensed
Financial Statements for further discussion of income tax matters.
11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company currently maintains with Wells Fargo Bank, N.A. a $45 million
revolving line of credit. As of March 28, 1997, the Company had outstanding
borrowings under this revolving line of credit of $10,000,000 and additional
borrowing capacity of $32,000,000.
Working capital increased to $45,555,000 on March 28, 1997 from $43,033,000
on December 31, 1996, an increase of $2,522,000. During the first quarter of
1997, the Company generated $4,868,000 of earnings before interest, income
taxes, depreciation and amortization ("EBITDA") as compared to EBITDA of
$3,869,000 for the corresponding period of 1996, an increase of 25.8%.
During the first quarter of 1997, operating activities generated $7,525,000
in cash from net income, depreciation, amortization, deferred income taxes,
decreases in other assets and increases in accounts payable and accrued
expenses. During the same period, the Company invested $6,490,000 in inventory
and receivables. Thus, operating activities for the first quarter of 1997
provided net cash of $1,035,000 as compared to net cash of $2,092,000 used in
operating activities for the same period of 1996. During the first quarter of
1997, the Company used $577,000 in investing activities, including $291,000 for
capital expenditures and $258,000 for payment of restructuring costs accrued in
connection with the acquisition of Deanco. See Note 2 of Notes to Condensed
Financial Statements. This use of cash was financed with net cash from
operating activities.
For the quarter ended March 28, 1997, inventory turnover was 4.2x compared
to 5.2x for the quarter ended March 29, 1996 and 4.4x for the quarter ended
December 31, 1996. These decreases are the result of investment in new
nationally franchised lines that require minimum initial stocking levels and
management's forecast of sales growth in 1997.
Days sales outstanding in accounts receivable were 45.0 days at March 28,
1997 compared to 45.7 days at March 29, 1996 and 44.1 days at December 31, 1996.
RECENT PRONOUNCEMENTS
In February 1997 the FASB issued Statement No. 128, Earnings Per Share,
(SFAS No. 128) which establishes standards for computing and presenting earnings
per share. This standard redefines earnings per share under generally accepted
accounting principles. Under this standard, primary earnings per share is
replaced by basic earnings per share and fully diluted earnings per share is
replaced by diluted earnings per share. SFAS No. 128 is effective for fiscal
years beginning after December 15, 1997.
In February 1997 the FASB issued Statement No. 129, Disclosure of
Information about Capital Structure, (SFAS No. 129) which establishes disclosure
requirements for an entity's capital structure. SFAS No. 129 is effective for
fiscal years beginning after December 15, 1997.
Management has not yet completed its analysis to determine the impact
implementations of SFAS No. 128 or 129 will have on its financial statements.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required by Item 601 of Regulation S-K.
2.1 Stock Purchase Agreement, dated November 15, 1995, among
Richey Electronics, Inc., Deanco, Inc., Electrical
Distribution Acquisition Company and all of the
stockholders of Electrical Distribution Acquisition
Company (Incorporated by reference from the Current Report
on Form 8-K for Richey Electronics, Inc. dated December
20, 1995, filed January 3, 1996 as exhibit 2.1 thereof).
2.2 First Amendment to Stock Purchase Agreement and Instrument
of Joinder dated December 20, 1995 among Richey
Electronics, Inc., Deanco, Inc., Electrical Distribution
Acquisition Company and all of the stockholders of
Electrical Distribution Acquisition Company (Incorporated
by reference from the Current Report on Form 8-K for
Richey Electronics, Inc. dated December 20, 1995, filed
January 3, 1996 as exhibit 2.2 thereof).
13
<PAGE>
2.3 Sales Tax Indemnification Agreement dated December 20,
1995 among Richey Electronics, Inc. and the stockholders
of Electrical Distribution Acquisition Company identified
therein (Incorporated by reference from the Current Report
on Form 8-K for Richey Electronics, Inc. dated December
20, 1995, filed January 3, 1996 as exhibit 2.3 thereof).
3.1 Restated Certificate of Incorporation of Richey
Electronics, Inc. (Incorporated by reference from the
Registration Statement on Form S-1, filed January 7, 1994,
Registration No. 33-73916 as exhibit 3.1 thereof).
3.2 Bylaws of Richey Electronics, Inc. (Incorporated by
reference from the Registration Statement on Form S-1,
filed January 7, 1994, Registration No. 33-73916 as
exhibit 3.2 thereof).
4.1 Indenture between Richey Electronics, Inc. and First Trust
of California, National Association, dated as of February
15, 1996 (Incorporated by reference from the Annual Report
on Form 10-K for Richey Electronics, Inc. filed March 26,
1996 as exhibit 4.1 thereof).
4.2 Registration Rights Agreement among Richey Electronics,
Inc., Jefferies & Company, Inc. and Cruttenden Roth
Incorporated, dated as of February 26, 1996 (Incorporated
by reference from the Registration Statement on Form S-2,
filed April 26, 1996, Registration No. 333-02983 as
exhibit 4.2 thereof).
11.1 Statement regarding computation of per share earnings
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
None
14
<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.
RICHEY ELECTRONICS, INC.
(Registrant)
By /s/ Richard N. Berger
-------------------------------------
Richard N. Berger
Vice President,
Chief Financial Officer
and Secretary
May 9, 1997
15
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
2.1 Stock Purchase Agreement, dated November 15, 1995, among
Richey Electronics, Inc., Deanco, Inc., Electrical
Distribution Acquisition Company and all of the stockholders
of Electrical Distribution Acquisition Company (Incorporated
by reference from the Current Report on Form 8-K for Richey
Electronics, Inc. dated December 20, 1995, filed January 3,
1996 as exhibit 2.1 thereof).
2.2 First Amendment to Stock Purchase Agreement and Instrument
of Joinder dated December 20, 1995 among Richey Electronics,
Inc., Deanco, Inc., Electrical Distribution Acquisition
Company and all of the stockholders of Electrical
Distribution Acquisition Company (Incorporated by reference
from the Current Report on Form 8-K for Richey Electronics,
Inc. dated December 20, 1995, filed January 3, 1996 as
exhibit 2.2 thereof).
2.3 Sales Tax Indemnification Agreement dated December 20, 1995
among Richey Electronics, Inc. and the stockholders of
Electrical Distribution Acquisition Company identified
therein (Incorporated by reference from the Current Report
on Form 8-K for Richey Electronics, Inc. dated December 20,
1995, filed January 3, 1996 as exhibit 2.3 thereof).
3.1 Restated Certificate of Incorporation of Richey Electronics,
Inc. (Incorporated by reference from the Registration
Statement on Form S-1, filed January 7, 1994, Registration
No. 33-73916 as exhibit 3.1 thereof).
3.2 Bylaws of Richey Electronics, Inc. (Incorporated by
reference from the Registration Statement on Form S-1, filed
January 7, 1994, Registration No. 33-73916 as exhibit 3.2
thereof).
4.1 Indenture between Richey Electronics, Inc. and First Trust
of California, National Association, dated as of February
15, 1996 (Incorporated by reference from the Annual Report
on Form 10-K for Richey Electronics, Inc. filed March 26,
1996 as exhibit 4.1 thereof).
4.2 Registration Rights Agreement among Richey Electronics,
Inc., Jefferies & Company, Inc. and Cruttenden Roth
Incorporated, dated as of February 26, 1996 (Incorporated by
reference from the Registration Statement on Form S-2, filed
April 26, 1996, Registration No. 333-02983 as exhibit 4.2
thereof).
16
<PAGE>
11.1 Statement regarding computation of per share earnings
27.1 Financial Data Schedule
17
<PAGE>
EXHIBIT 11.1
RICHEY ELECTRONICS, INC.
COMPUTATION OF EARNINGS PER SHARE
($ AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
QUARTER ENDED
---------------------------
MARCH 28, MARCH 29,
1997 1996
------------ ------------
Primary earnings per share:
Net income used to compute primary
earnings per share $1,703 $1,142
------------ -----------
------------ -----------
Weighted average number of shares used to
compute primary earnings per share 9,063 9,057
------------ -----------
------------ -----------
Primary earnings per share $0.19 $0.13
------------ -----------
------------ -----------
Fully diluted earnings per share:
Net income $1,703 $1,142
Add: Interest on convertible subordinated
notes payable, net of taxes 596 210
------------ -----------
Net income used to compute fully diluted
earnings per share $2,299 $1,352
------------ -----------
------------ -----------
Weighted average number of shares outstanding 9,063 9,057
Add: Weighted average shares of convertible
subordinated notes payable assuming conversion 3,947 1,349
------------ -----------
Weighted average number of shares used to
compute fully diluted earnings per share 13,010 10,406
------------ -----------
------------ -----------
Fully diluted earnings per share $0.18 $0.13
------------ -----------
------------ -----------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-28-1997
<CASH> 29
<SECURITIES> 0
<RECEIVABLES> 29,367
<ALLOWANCES> 0
<INVENTORY> 41,865
<CURRENT-ASSETS> 74,640
<PP&E> 3,648
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<TOTAL-ASSETS> 129,946
<CURRENT-LIABILITIES> 29,085
<BONDS> 65,205
0
0
<COMMON> 9,000
<OTHER-SE> 35,647
<TOTAL-LIABILITY-AND-EQUITY> 129,946
<SALES> 56,794
<TOTAL-REVENUES> 0
<CGS> 42,265
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,261
<INCOME-PRETAX> 2,845
<INCOME-TAX> 1,142
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,703
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.18
</TABLE>
