================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--OR--
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1997
Commission File Number: 0-16207
ALL AMERICAN SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2814714
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
16115 NORTHWEST 52ND AVENUE, MIAMI, FLORIDA 33014
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 621-8282
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
As of May 9, 1997, 20,343,894 shares (including 160,703 shares held by a
wholly-owned subsidiary of the Registrant) of the common stock of All American
Semiconductor, Inc. were outstanding.
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<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
FORM 10-Q - INDEX
<TABLE>
<CAPTION>
PART ITEM PAGE
NO. NO. DESCRIPTION NO.
- --------------------------------------------------------------------------------------------------------
I FINANCIAL INFORMATION:
<S> <C> <C> <C>
1. Financial Statements
Consolidated Condensed Balance Sheets at March 31, 1997
(Unaudited) and December 31, 1996............................................... 1
Consolidated Condensed Statements of Income for the Quarters
Ended March 31, 1997 and 1996 (Unaudited)....................................... 2
Consolidated Condensed Statements of Cash Flows for the
Quarters Ended March 31, 1997 and 1996 (Unaudited).............................. 3
Notes to Consolidated Condensed Financial Statements (Unaudited).................. 4
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................. 5
II OTHER INFORMATION:
2. Changes in Securities............................................................. 8
6. Exhibits and Reports on Form 8-K.................................................. 8
SIGNATURES........................................................................ 8
</TABLE>
i
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31 December 31
ASSETS 1997 1996
- ------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash............................................................... $ 204,000 $ 525,000
Accounts receivable, less allowances for doubtful
accounts of $1,427,000 and $1,200,000............................ 35,955,000 32,711,000
Inventories........................................................ 68,732,000 64,212,000
Other current assets............................................... 5,090,000 5,113,000
---------------- ----------------
Total current assets........................................... 109,981,000 102,561,000
Property, plant and equipment - net.................................... 5,249,000 5,454,000
Deposits and other assets.............................................. 3,695,000 3,832,000
Excess of cost over fair value of net assets acquired - net............ 1,062,000 1,074,000
---------------- ----------------
$ 119,987,000 $ 112,921,000
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------
Current liabilities:
Current portion of long-term debt.................................. $ 405,000 $ 434,000
Accounts payable and accrued expenses.............................. 43,568,000 31,808,000
Income taxes payable............................................... 228,000 -
Other current liabilities.......................................... 157,000 496,000
---------------- ----------------
Total current liabilities...................................... 44,358,000 32,738,000
Long-term debt:
Notes payable...................................................... 45,173,000 50,012,000
Subordinated debt.................................................. 6,507,000 6,539,000
Other long-term debt............................................... 1,236,000 1,236,000
---------------- ----------------
97,274,000 90,525,000
---------------- ----------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares
authorized, none issued.......................................... - -
Common stock, $.01 par value, 40,000,000 shares authorized,
20,343,894 and 20,323,894 shares issued, 19,853,895 and
19,833,895 shares outstanding.................................... 199,000 198,000
Capital in excess of par value..................................... 25,575,000 25,561,000
Accumulated deficit................................................ (2,610,000) (2,912,000)
Treasury stock, at cost, 180,295 shares............................ (451,000) (451,000)
---------------- ----------------
22,713,000 22,396,000
---------------- ----------------
$ 119,987,000 $ 112,921,000
================ ================
</TABLE>
See notes to consolidated condensed financial statements
1
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
QUARTERS ENDED MARCH 31 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NET SALES..................................................... $ 62,239,000 $ 62,959,000
Cost of sales................................................. (48,099,000) (48,734,000)
-------------- ---------------
Gross profit.................................................. 14,140,000 14,225,000
Selling, general and administrative expenses.................. (12,413,000) (12,256,000)
Restructuring and other nonrecurring expenses................. - (445,000)
-------------- ---------------
INCOME FROM CONTINUING OPERATIONS............................. 1,727,000 1,524,000
Interest expense.............................................. (1,197,000) (997,000)
-------------- ---------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES......................................... 530,000 527,000
Income tax provision.......................................... (228,000) (226,000)
-------------- ---------------
INCOME FROM CONTINUING OPERATIONS
BEFORE DISCONTINUED OPERATIONS AND
EXTRAORDINARY EXPENSE....................................... 302,000 301,000
Income from discontinued operations (net of $56,000
income tax provision)....................................... - 74,000
-------------- ---------------
Income before extraordinary expense........................... 302,000 375,000
Extraordinary loss on early retirement of debt (net of
$161,000 income tax benefit)................................ - (214,000)
-------------- ---------------
NET INCOME.................................................... $ 302,000 $ 161,000
============== ===============
Primary and fully diluted earnings per share:
Income from continuing operations............................. $ .02 $ .02
Discontinued operations....................................... - -
Extraordinary expense......................................... - (.01)
----- -----
Net income.................................................... $ .02 $ .01
===== =====
</TABLE>
See notes to consolidated condensed financial statements
2
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
QUARTERS ENDED MARCH 31 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows Provided By (Used For) Operating Activities........... $ 4,652,000 $ (20,351,000)
-------------- --------------
Cash Flows From Investing Activities:
Acquisition of property and equipment............................ (49,000) (828,000)
Increase in other assets......................................... (34,000) (220,000)
-------------- --------------
Cash flows used for investing activities.................... (83,000) (1,048,000)
-------------- --------------
Cash Flows From Financing Activities:
Net borrowings (repayments) under line of credit agreement....... (4,839,000) 21,992,000
Repayments of notes payable...................................... (66,000) (495,000)
Net proceeds from issuance of equity securities.................. 15,000 -
-------------- --------------
Cash flows provided by (used for) financing activities...... (4,890,000) 21,497,000
-------------- --------------
Increase (decrease) in cash...................................... (321,000) 98,000
Cash, beginning of period........................................ 525,000 276,000
-------------- --------------
Cash, end of period.............................................. $ 204,000 $ 374,000
============== ==============
Supplemental Cash Flow Information:
Interest paid.................................................... $ 1,079,000 $ 770,000
============== ==============
Income taxes paid................................................ $ 11,000 $ 185,000
============== ==============
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:
During the three months ended March 31, 1996, the Company purchased all of the
capital stock of Programming Plus Incorporated ("PPI"). The consideration paid
by the Company for such capital stock consisted of 549,999 shares of common
stock of the Company valued at $1,375,000 (or $2.50 per share); however, only
60,000 shares of common stock (valued at $150,000) were released to the PPI
selling shareholders at closing, with the balance retained in escrow subject to
certain conditions subsequent.
See notes to consolidated condensed financial statements
3
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
- ---------------------
In the opinion of management, the accompanying unaudited Consolidated Condensed
Financial Statements include all adjustments (consisting of normal recurring
accruals or adjustments only) necessary to present fairly the financial position
at March 31, 1997, and the results of operations and the cash flows for all
periods presented. The results of operations for the interim periods are not
necessarily indicative of the results to be obtained for the entire year.
Prior period's financial statements have been reclassified to conform with the
current period's presentation.
For a summary of significant accounting policies (which have not changed from
December 31, 1996) and additional financial information, see the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, including the
consolidated financial statements and notes thereto which should be read in
conjunction with these financial statements.
EARNINGS PER SHARE
- ------------------
The weighted average shares outstanding are as follows:
<TABLE>
<CAPTION>
QUARTERS ENDED MARCH 31 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Primary and fully diluted.................... 19,697,790 20,441,431
</TABLE>
2. LONG-TERM DEBT
Outstanding borrowings at March 31, 1997, under the Company's $100 million line
of credit facility aggregated $45,161,000.
Outstanding borrowings at March 31, 1996, under the Company's then existing $45
million line of credit facility aggregated $36,702,000.
3. OPTIONS
During the quarter ended March 31, 1997, the Company issued an aggregate of
344,500 stock options to 26 individuals pursuant to the Employees', Officers',
Directors' Stock Option Plan, as previously amended and restated. These options
have an exercise price of $1.07 per share and are exercisable over a six-year
period.
4. RESTRUCTURING AND OTHER NONRECURRING EXPENSES
In May 1996, the Company decided to close its cable assembly division in Lisle,
Illinois and to relocate certain of such operations to its Miami distribution
facility. Accordingly, the Company accrued $445,000 of nonrecurring expenses as
of March 31, 1996 relating to such decision, including the write-down of certain
cable assembly-specific inventory, operating costs through the date of
relocation and severance pay.
4
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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All American Semiconductor, Inc. and its subsidiaries (the "Company") is a
national distributor of electronic components manufactured by others. The
Company distributes a full range of semiconductors (active components),
including transistors, diodes, memory devices and other integrated circuits, as
well as passive components, such as capacitors, resistors, inductors and
electromechanical products, including cable, switches, connectors, filters and
sockets. These products are sold primarily to original equipment manufacturers
("OEMs") in a diverse and growing range of industries, including manufacturers
of computers and computer-related products, satellite and communications
products, consumer goods, robotics and industrial equipment, defense and
aerospace equipment and medical instrumentation. Through its Aved Memory
Products ("AMP") and Aved Display Technologies ("ADT") divisions, the Company
also designs and has manufactured under the label of its subsidiary's divisions,
certain board level products including memory modules and flat panel display
driver boards. These products are also sold to OEMs. Through the third quarter
of 1996, the Company also distributed a limited offering of computer products.
RESULTS OF OPERATIONS
- ---------------------
Net sales for the first quarter of 1997 were $62.2 million representing a slight
decrease from net sales of $63.0 million for the same period of 1996, excluding
sales from discontinued operations. The slight decrease in net sales reflects
the negative impact from an erosion in unit selling prices. Net sales for the
first quarter of 1997 represented the first quarterly increase in sales when
compared to the prior consecutive quarter since the first quarter of 1996.
Gross profit was $14.1 million for the first quarter of 1997, compared to gross
profit of $14.2 million for the same period of 1996, excluding gross profit from
discontinued operations. The slight decline in gross profit was primarily due to
the slight decrease in net sales. Gross profit margins as a percentage of net
sales were 22.7% for the first quarter of 1997 compared to 22.6% for the first
quarter of 1996. While gross profit margins may decline slightly, the Company
believes that any future decline should be offset by increases in sales and
improved operating efficiencies.
Selling, general and administrative expenses ("SG&A") was $12.4 million for the
first quarter of 1997 compared to $12.3 million for the first quarter of 1996.
The slight increase reflects additional expenses associated with the Company's
previous expansion of its infrastructure during the early part of 1996, offset
substantially by the benefits of the expense control programs implemented during
the third quarter of 1996. With its present infrastructure, including the
Company's excess plant capacity, the Company believes that it can support higher
sales without a significant increase in fixed costs. This should result in
improved operating efficiencies in the future.
SG&A as a percentage of net sales increased slightly to 19.9% for the first
quarter ended March 31, 1997, from 19.5% for the same period of 1996. The slight
increase in SG&A as a percentage of sales reflects the increase in SG&A in
absolute dollars and the slight reduction in net sales, as discussed above. SG&A
in absolute dollars and as a percentage of net sales may further increase in the
near term.
Income from continuing operations increased to $1.7 million for the first
quarter of 1997 compared to $1.5 million for the first quarter of 1996, after
giving effect to nonrecurring expenses in the first quarter of 1996 of $445,000
relating to the closing of the Company's cable assembly division in Lisle,
Illinois. See Note 4 to Notes to Consolidated Condensed Financial Statements.
5
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
================================================================================
Interest expense increased to $1.2 million for the first quarter of 1997, as
compared to $1.0 million for the same period of 1996. The increase resulted from
additional borrowings required to fund the Company's growth, amortization of
deferred financing fees in connection with the New Credit Facility (as defined
below) as well as the impact from an increase in the Company's borrowing rate.
Net income was $302,000 ($.02 per share) for the quarter ended March 31, 1997,
up from $161,000 ($.01 per share) for the same period of 1996. Included in 1996
was income from discontinued operations of $74,000 and an extraordinary expense
of $214,000 resulting from the early retirement of the Company's $15 million
senior subordinated promissory note.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital at March 31, 1997 decreased to $65.6 million from working
capital of $69.8 million at December 31, 1996. The current ratio was 2.48:1 at
March 31, 1997, as compared to 3.13:1 at December 31, 1996. The decrease in the
current ratio was primarily due to an increase in accounts payable and accrued
expenses which was partially offset by an increase in accounts receivable and
inventory. Accounts receivable levels at March 31, 1997 were $36.0 million, up
from accounts receivable of $32.7 million at December 31, 1996, reflecting
increased sales for the first quarter of 1997 over the fourth quarter of 1996.
Inventory increased to $68.7 million at March 31, 1997, from $64.2 million at
December 31, 1996. The increase in inventory was primarily to support the
increases in sales as well as to support budgeted future growth. Accounts
payable and accrued expenses increased to $43.6 million at March 31, 1997, from
$31.8 million at December 31, 1996, primarily as a result of the increase in
inventory.
In May 1996, the Company entered into a new $100 million line of credit facility
with a group of banks (the "New Credit Facility") which expires May 3, 2001. At
the time of entering into such facility, borrowings under the New Credit
Facility bore interest, at the Company's option, at either prime plus
one-quarter of one percent (.25%) or LIBOR plus two and one-quarter percent
(2.25%). Borrowings under the New Credit Facility are secured by all of the
Company's assets including accounts receivable, inventories and equipment. The
amounts that the Company may borrow under the New Credit Facility are based upon
specified percentages of the Company's eligible accounts receivable and
inventories (as defined). Under the New Credit Facility, the Company is required
to comply with certain affirmative and negative covenants as well as to comply
with certain financial ratios. These covenants, among other things, place
limitations and restrictions on the Company's borrowings, investments and
transactions with affiliates and prohibit dividends and stock redemptions.
Furthermore, the New Credit Facility requires the Company to maintain certain
minimum levels of tangible net worth throughout the term of the agreement and a
minimum debt service coverage ratio which is tested on a quarterly basis. During
the second half of 1996, the Company's New Credit Facility was amended whereby
certain financial covenants were modified and the Company's borrowing rate was
increased by one-quarter of one percent (.25%). At March 31, 1997, outstanding
borrowings under the New Credit Facility aggregated $45.2 million.
The Company expects that its cash flows from operations and additional
borrowings available under the New Credit Facility will be sufficient to meet
its current financial requirements over the next twelve months.
FORWARD-LOOKING STATEMENTS
- --------------------------
This Form 10-Q contains forward-looking statements (within the meaning of
Section 21E. of the Securities Exchange Act of 1934, as amended), representing
the Company's current expectations, beliefs, estimates or intentions concerning
the Company's future performance and operating results, its products, services,
6
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
================================================================================
markets and industry, and/or future events relating to or effecting the Company
and its business and operations. When used in this Form 10-Q, the words
"believes," "estimates," "plans," "expects," "intends," "anticipates," and
similar expressions as they relate to the Company or its management are intended
to identify forward-looking statements. The actual results or achievements of
the Company could differ materially from those indicated by the forward-looking
statements because of various risks and uncertainties related to and including,
without limitation, the effectiveness of the Company's business and marketing
strategies, timing of delivery of products from suppliers, the product mix sold
by the Company, the Company's development of new customers, existing customer
demand, availability of products from and the establishment and maintenance of
relationships with suppliers, price competition for products sold by the
Company, management of growth and expenses, the Company's ability to collect
accounts receivable, price decreases on inventory that is not price protected,
gross profit margins, availability and terms of financing to fund capital needs,
the continued enhancement of telecommunication, computer and information
systems, the continued and anticipated growth of the electronics industry and
electronic components distribution industry, a change in government tariffs or
duties, a change in interest rates, and the other risks and factors detailed in
this Form 10-Q and in the Company's other filings with the Securities and
Exchange Commission. These risks and uncertainties are beyond the ability of the
Company to control. In many cases, the Company cannot predict the risks and
uncertainties that could cause actual results to differ materially from those
indicated by the forward-looking statements.
7
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
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ITEM 2. CHANGES IN SECURITIES
---------------------
(c) SALES OF UNREGISTERED SECURITIES
--------------------------------
The Company has not issued or sold any unregistered securities during
the quarter ended March 31, 1997 except that pursuant to the Company's
Employees', Officers', Directors' Stock Option Plan, as previously
amended and restated, the Company granted on January 3, 1997 stock
options to purchase 344,500 shares of the Company's common stock to 26
individuals at an exercise price of $1.07 per share. The stock options
are exercisable over a six-year period. See Note 3 to Notes to
Consolidated Condensed Financial Statements. All of the stock options
were granted by the Company in reliance upon the exemption from
registration available under Section 4(2) of the Securities Act of
1933, as amended.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) EXHIBITS
--------
11.1 Statement Re: Computation of Per Share Earnings.
27.1 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
-------------------
The Company did not file any reports on Form 8-K during the quarter
ended March 31, 1997.
------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALL AMERICAN SEMICONDUCTOR, INC.
--------------------------------
(Registrant)
Date: May 12, 1997 /s/ PAUL GOLDBERG
-----------------
Paul Goldberg, Chairman of the Board and
Chief Executive Officer
(Duly Authorized Officer)
Date: May 12, 1997 /s/ HOWARD L. FLANDERS
----------------------
Howard L. Flanders, Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
8
<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES EXHIBIT 11.1
COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
QUARTERS ENDED MARCH 31 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
- --------------------------
NET INCOME....................................................... $ 302,000 $ 161,000
============= =============
WEIGHTED AVERAGE SHARES:
Common shares outstanding..................................... 19,665,378 19,743,600
Common share equivalents...................................... 32,412 697,831
------------- -------------
Weighted average number of common shares and
common share equivalents outstanding....................... 19,697,790 20,441,431
============= =============
PRIMARY EARNINGS PER COMMON SHARE................................ $.02 $.01
==== ====
FULLY DILUTED EARNINGS PER SHARE:
- ---------------------------------
NET INCOME....................................................... $ 302,000 $ 161,000
============= =============
WEIGHTED AVERAGE SHARES:
Weighted average number of common shares and
common share equivalents outstanding....................... 19,697,790 20,441,431
Additional options not included above......................... - -
------------- -------------
Weighted average number of common shares
outstanding as adjusted.................................... 19,697,790 20,441,431
============= =============
FULLY DILUTED EARNINGS PER COMMON SHARE.......................... $.02 $.01
==== ====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information from the
Registrant's consolidated condensed financial statements as
of and for the three months ended March 31, 1997, and is
qualified in its entirety by reference to such consolidated
financial statements.
</LEGEND>
<CIK> 0000818074
<NAME> All AMERICAN SEMICONDUCTOR, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 204
<SECURITIES> 0
<RECEIVABLES> 37,382
<ALLOWANCES> 1,427
<INVENTORY> 68,732
<CURRENT-ASSETS> 109,981
<PP&E> 9,189
<DEPRECIATION> 3,940
<TOTAL-ASSETS> 119,987
<CURRENT-LIABILITIES> 44,358
<BONDS> 52,916
0
0
<COMMON> 199
<OTHER-SE> 22,514
<TOTAL-LIABILITY-AND-EQUITY> 119,987
<SALES> 62,239
<TOTAL-REVENUES> 62,239
<CGS> 48,099
<TOTAL-COSTS> 48,099
<OTHER-EXPENSES> 12,089
<LOSS-PROVISION> 324
<INTEREST-EXPENSE> 1,197
<INCOME-PRETAX> 530
<INCOME-TAX> 228
<INCOME-CONTINUING> 302
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 302
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
