================================================================================
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 SEPTEMBER 30, 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 NOVEMBER 10, 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.
================================================================================
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
FORM 10-Q - INDEX
PART ITEM PAGE
NO. NO. DESCRIPTION NO.
- --------------------------------------------------------------------------------
I FINANCIAL INFORMATION:
1. Financial Statements
Consolidated Condensed Balance Sheets at September 30, 1997
(Unaudited) and December 31, 1996................................. 3
Consolidated Condensed Statements of Operations for the Quarters
and Nine Months Ended September 30, 1997 and 1996 (Unaudited)..... 4
Consolidated Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 1997 and 1996 (Unaudited)......... 5
Notes to Consolidated Condensed Financial Statements (Unaudited).... 6
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 8
II OTHER INFORMATION:
2. Changes in Securities and Use of Proceeds........................... 11
6. Exhibits and Reports on Form 8-K.................................... 11
SIGNATURES.......................................................... 12
2
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30 December 31
ASSETS 1997 1996
- ------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash.............................................................. $ 135,000 $ 525,000
Accounts receivable, less allowances for doubtful
accounts of $1,561,000 and $1,200,000........................... 38,465,000 32,711,000
Inventories....................................................... 67,186,000 64,212,000
Other current assets.............................................. 5,125,000 5,113,000
--------------- ---------------
Total current assets.......................................... 110,911,000 102,561,000
Property, plant and equipment - net................................... 4,873,000 5,454,000
Deposits and other assets............................................. 3,309,000 3,832,000
Excess of cost over fair value of net assets acquired - net........... 1,038,000 1,074,000
--------------- ---------------
$ 120,131,000 $ 112,921,000
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------
Current liabilities:
Current portion of long-term debt................................. $ 382,000 $ 434,000
Accounts payable and accrued expenses............................. 43,021,000 31,808,000
Income taxes payable.............................................. 727,000 -
Other current liabilities......................................... 169,000 496,000
--------------- ---------------
Total current liabilities..................................... 44,299,000 32,738,000
Long-term debt:
Notes payable..................................................... 43,826,000 50,012,000
Subordinated debt................................................. 6,325,000 6,539,000
Other long-term debt.............................................. 1,219,000 1,236,000
--------------- ---------------
95,669,000 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............................................... (861,000) (2,912,000)
Treasury stock, at cost, 180,295 shares........................... (451,000) (451,000)
--------------- ---------------
24,462,000 22,396,000
--------------- ---------------
$ 120,131,000 $ 112,921,000
=============== ===============
</TABLE>
See notes to consolidated condensed financial statements
3
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
QUARTERS NINE MONTHS
PERIODS ENDED SEPTEMBER 30 1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES.................................. $ 69,771,000 $ 56,514,000 $ 200,141,000 $ 181,219,000
Cost of sales.............................. (54,453,000) (45,473,000) (155,487,000) (141,435,000)
--------------- --------------- --------------- ---------------
Gross profit............................... 15,318,000 11,041,000 44,654,000 39,784,000
Selling, general and
administrative expenses.................. (12,142,000) (14,040,000) (37,401,000) (40,130,000)
Impairment of goodwill..................... - (2,428,000) - (2,428,000)
Restructuring and other
nonrecurring expenses.................... - (1,092,000) - (2,022,000)
--------------- --------------- --------------- ---------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS............................... 3,176,000 (6,519,000) 7,253,000 (4,796,000)
Interest expense........................... (1,199,000) (1,475,000) (3,655,000) (3,923,000)
--------------- --------------- --------------- ---------------
INCOME (LOSS) FROM
CONTINUING OPERATIONS
BEFORE INCOME TAXES...................... 1,977,000 (7,994,000) 3,598,000 (8,719,000)
Income tax (provision) benefit............. (850,000) 2,394,000 (1,547,000) 2,706,000
--------------- --------------- --------------- ---------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE
DISCONTINUED OPERATIONS
AND EXTRAORDINARY ITEMS.................. 1,127,000 (5,600,000) 2,051,000 (6,013,000)
Discontinued operations:
Loss from operations (net of $120,000
and $125,000 income tax benefit)....... - (159,000) - (166,000)
Loss on disposal (net of $1,200,000
income tax benefit).................... - (1,591,000) - (1,591,000)
--------------- --------------- --------------- ---------------
Income (loss) before
extraordinary items...................... 1,127,000 (7,350,000) 2,051,000 (7,770,000)
Extraordinary items:
Gain from settlement of litigation (net
of $205,000 income tax provision)...... - - - 272,000
Loss on early retirement of debt (net
of $161,000 income tax benefit)........ - - - (214,000)
--------------- --------------- --------------- ---------------
NET INCOME (LOSS).......................... $ 1,127,000 $ (7,350,000) $ 2,051,000 $ (7,712,000)
=============== =============== =============== ===============
Primary and fully diluted earnings per share:
Income (loss) from
continuing operations................ $ .06 $ (.28) $ .10 $ (.29)
Discontinued operations................ - (.09) - (.09)
Extraordinary items.................... - - - -
------ ------ ------ ------
Net income (loss)...................... $ .06 $ (.37) $ .10 $ (.38)
====== ====== ====== ======
</TABLE>
See notes to consolidated condensed financial statements
4
<PAGE>
<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows Provided By (Used For) Operating Activities................ $ 6,262,000 $ (17,195,000)
------------- --------------
Cash Flows From Investing Activities:
Acquisition of property and equipment................................. (186,000) (2,118,000)
Increase in other assets.............................................. (83,000) (3,565,000)
Net investing activities of discontinued operations................... - (39,000)
------------- --------------
Cash flows used for investing activities......................... (269,000) (5,722,000)
------------- --------------
Cash Flows From Financing Activities:
Net borrowings (repayments) under line of credit agreement............ (6,184,000) 23,556,000
Increase in notes payable............................................. - 15,000,000
Repayments of notes payable........................................... (214,000) (15,725,000)
Net proceeds from issuance of equity securities....................... 15,000 9,000
------------- --------------
Cash flows provided by (used for) financing activities........... (6,383,000) 22,840,000
------------- --------------
Decrease in cash...................................................... (390,000) (77,000)
Cash, beginning of period............................................. 525,000 276,000
------------- --------------
Cash, end of period................................................... $ 135,000 $ 199,000
============= ==============
Supplemental Cash Flow Information:
Interest paid......................................................... $ 3,970,000 $ 2,501,000
============= ==============
Income taxes paid - net............................................... $ 115,000 $ 1,104,000
============= ==============
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:
During the nine months ended September 30, 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
5
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
- ---------------------
In the opinion of management, the accompanying unaudited Consolidated Condensed
Financial Statements include all adjustments (consisting of normal recurring
accruals or adjustments only) necessary to present fairly the financial position
at September 30, 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 used for the computation of earnings per share were
as follows:
<TABLE>
<CAPTION>
Quarters Nine Months
PERIODS ENDED SEPTEMBER 30 1997 1996 1997 1996
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Primary......................... 19,860,937 20,058,994 19,728,138 20,303,120
Fully diluted................... 20,125,497 20,058,994 20,122,787 20,303,120
</TABLE>
In February 1997, the Financial Accounting Standards Board issued Statement No.
128 "Earnings Per Share" ("SFAS 128"), which changes the method for calculating
earnings per share. SFAS 128 requires the presentation of "basic" and "diluted"
earnings per share on the face of the income statement. SFAS 128 is effective
for financial statements for periods ending after December 15, 1997. The Company
will adopt SFAS 128 for the year ending December 31, 1997, and accordingly
restate prior periods, as early adoption is not permitted. SFAS 128 is not
expected to materially differ from primary or fully diluted earnings per share.
2. LONG-TERM DEBT
Outstanding borrowings at September 30, 1997 under the Company's $100 million
line of credit facility aggregated $43,816,000.
3. OPTIONS
During the quarter ended September 30, 1997, the Company canceled an aggregate
of 1,067,000 stock options previously issued to 50 individuals pursuant to the
Employees', Officers', Directors', Stock Option Plan, as previously amended and
restated (the "Plan"), at exercise prices ranging from $.94 to $2.53 per share.
These canceled options were reissued at exercise prices ranging from $1.08 to
$1.24 per share and generally vest over a five-year period and are exercisable
over a six-year period. In addition, the Company issued an aggregate of 77,500
stock options to 17 individuals pursuant to the Plan during the third quarter of
1997. These options have exercise prices ranging from $1.24 to $1.35 per share
and generally vest over a
6
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
five-year period and are exercisable over a six-year period. During the third
quarter of 1997, 72,500 stock options were canceled at exercise prices ranging
from $1.07 to $2.03 per share. No stock options were exercised during the
quarter ended September 30, 1997.
During the six months ended June 30, 1997, the Company issued an aggregate of
398,500 stock options to 35 individuals pursuant to the Plan. These options have
exercise prices ranging from $1.00 to $1.07 per share and generally vest over a
five-year period and are exercisable over a six-year period. In addition, 20,000
stock options were exercised at $.75 per share and an aggregate of 26,000 stock
options were canceled at exercise prices ranging from $2.03 to $2.63 per share
during the first half of 1997.
7
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
================================================================================
All American Semiconductor, Inc. (and its subsidiaries, the "Company") is a
national distributor of electronic components manufactured by others. The
Company distributes a full range of semiconductors (active components),
including transistors, diodes, memory devices and other integrated circuits, as
well as passive components, such as capacitors, resistors, inductors and
electromechanical products, including cable, switches, connectors, filters and
sockets. These products are sold primarily to original equipment manufacturers
("OEMs") in a diverse and growing range of industries, including manufacturers
of computers and computer-related products, satellite and communications
products, consumer goods, robotics and industrial equipment, defense and
aerospace equipment and medical instrumentation. 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 quarter and nine months ended September 30, 1997 were $69.8
million and $200.1 million, respectively, representing a 23.5% and 10.4%
increase over net sales of $56.5 million and $181.2 million for the same periods
of 1996. The increases in net sales were attributable to higher sales in many
territories. Net sales for the third quarter of 1997 represents the third
consecutive quarterly increase in sales when compared to the prior quarters.
Gross profit was $15.3 million and $44.7 million for the third quarter and first
nine months of 1997, compared to $11.0 million and $39.8 million for the same
periods of 1996. The 1996 periods included a $2.0 million inventory write-off
associated primarily with the Company's restructuring plan of its kitting and
turnkey operations. The increases were primarily due to the increase in net
sales. Gross profit margins as a percentage of net sales were 22.0% and 22.3%
for the third quarter and first nine months of 1997 compared to 23.1% for both
the third quarter and first nine months of 1996 without giving effect to the
inventory write-off. The gross profit margins for the 1996 periods reflected a
fewer number of low margin, large volume transactions. While gross profit
margins may continue to 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 $12.1 million for the
third quarter of 1997 compared to $14.0 million for the third quarter of 1996.
SG&A for the first nine months of 1997 was $37.4 million compared to $40.1
million for the first nine months of 1996. The decreases reflect the benefits of
the expense control programs implemented during the third quarter of 1996 as
well as the benefits from the restructurings initiated during the second half 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 decreased to 17.4% and 18.7% for the third
quarter and nine months ended September 30, 1997, from 24.8% and 22.1% for the
same periods of 1996. The improvement in SG&A as a percentage of sales reflects
the decrease in SG&A in absolute dollars as well as the increase in sales. SG&A
in absolute dollars may increase in the future with increases in sales.
Income from continuing operations increased to $3.2 million for the third
quarter of 1997, compared to a loss from continuing operations of $6.5 million
for the third quarter of 1996 which included restructuring and nonrecurring
expenses which aggregated $5.5 million. For the nine months ended September 30,
1997,
8
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
================================================================================
income from continuing operations was $7.3 million, compared with a loss from
continuing operations of $4.8 million for the same period of 1996 which included
restructuring and nonrecurring expenses aggregating $6.5 million. The increase
in income from continuing operations was attributable to the increase in net
sales and the decrease in SG&A in both absolute dollars and as a percentage of
net sales.
Interest expense was $1.2 million and $3.7 million for the third quarter and
first nine months of 1997, as compared to $1.5 million and $3.9 million for the
same periods of 1996. The decrease in the third quarter of 1997 as compared to
the third quarter of 1996 resulted from lower average borrowings for the period
and a decrease in amortization of deferred financing fees. These factors were
partially offset by the additional interest expense associated with an increase
in the Company's borrowing rate which occurred during the fourth quarter of
1996. Interest expense for the first nine months of 1997 compared to the same
period of 1996 reflects the decrease in interest expense for the second and
third quarters which more than offset the increase in interest expense for the
first quarter of 1997 resulting primarily from additional borrowings at an
increased borrowing rate.
Net income reached a quarterly record of $1.1 million ($.06 per share) for the
quarter ended September 30, 1997 and was $2.1 million ($.10 per share) for the
first nine months of 1997. For the corresponding periods of 1996 the Company had
net losses of $7.4 million ($.37 per share) and $7.7 million ($.38 per share).
Included in the 1996 periods are the restructuring and nonrecurring expenses
described above, after-tax losses from discontinued operations of $1.8 million
for both the quarter and first nine months, and an extraordinary after-tax net
gain of $58,000 for the nine months ended September 30, 1996.
Liquidity and Capital Resources
- -------------------------------
Working capital at September 30, 1997 was $66.6 million compared to working
capital of $69.8 million at December 31, 1996. The current ratio was 2.50:1 at
September 30, 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 September 30, 1997 were
$38.5 million, up from accounts receivable of $32.7 million at December 31,
1996, reflecting an increase in the rate of sales during the third quarter of
1997 compared to the last quarter of 1996. Inventory increased to $67.2 million
at September 30, 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 $43.0
million at September 30, 1997, from $31.8 million at December 31, 1996,
primarily as a result of purchases of inventory.
During the second half of 1996, the Company's 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 September 30, 1997,
outstanding borrowings under this facility aggregated $43.8 million compared to
$50 million at December 31, 1996.
The Company expects that its cash flows from operations and additional
borrowings available under its credit facility will be sufficient to meet its
current financial requirements over the next twelve months.
9
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
================================================================================
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,
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.
10
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
================================================================================
ITEM 2. Changes in Securities and Use of Proceeds
-----------------------------------------
(c) Sales of Unregistered Securities
--------------------------------
The Company has not issued or sold any unregistered securities during
the quarter ended September 30, 1997, except that, pursuant to the
Company's Employees', Officers', Directors' Stock Option Plan, as
previously amended and restated (the "Plan"), the Company canceled an
aggregate of 1,067,000 stock options previously issued to 50
individuals at exercise prices ranging from $.94 to $2.53 per share.
These canceled options were reissued at exercise prices ranging from
$1.08 to $1.24 per share and generally vest over a five-year period and
are exercisable over a six-year period. In addition, the Company issued
an aggregate of 77,500 stock options to 17 individuals pursuant to the
Plan during the third quarter of 1997. These options have exercise
prices ranging from $1.24 to $1.35 per share and generally vest over a
five-year period and are exercisable over a six-year period. 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. See Note 3 to Notes to Consolidated
Condensed Financial Statements.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
11.1 Statement Re: Computation of Per Share Earnings (Unaudited).
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
The Company did not file any reports on Form 8-K during the quarter
ended September 30, 1997.
11
<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.
ALL AMERICAN SEMICONDUCTOR, INC.
-------------------------------------------------
(Registrant)
Date: November 12, 1997 /s/ PAUL GOLDBERG
-------------------------------------------------
Paul Goldberg, Chairman of the Board
(Duly Authorized Officer)
Date: November 12, 1997 /s/ HOWARD L. FLANDERS
-------------------------------------------------
Howard L. Flanders, Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
12
<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES EXHIBIT 11.1
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
QUARTERS NINE MONTHS
PERIODS ENDED SEPTEMBER 30 1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS (LOSS)
PER SHARE:
NET INCOME (LOSS).......................... $ 1,127,000 $ (7,350,000) $ 2,051,000 $ (7,712,000)
=============== =============== =============== ===============
WEIGHTED AVERAGE SHARES:
Common shares outstanding................ 19,673,600 19,748,600 19,670,889 19,746,118
Common share equivalents................. 187,337 310,394 57,249 557,002
--------------- --------------- --------------- ---------------
Weighted average number of
common shares and common
share equivalents outstanding.......... 19,860,937 20,058,994 19,728,138 20,303,120
=============== =============== =============== ===============
PRIMARY EARNINGS (LOSS) PER
COMMON SHARE............................. $ .06 $ (.37) $ .10 $ (.38)
====== ====== ====== ======
FULLY DILUTED EARNINGS (LOSS)
PER SHARE:
NET INCOME (LOSS).......................... $ 1,127,000 $ (7,350,000) $ 2,051,000 $ (7,712,000)
=============== =============== =============== ===============
WEIGHTED AVERAGE SHARES:
Weighted average number of
common shares and common
share equivalents outstanding.......... 19,860,937 20,058,994 19,728,138 20,303,120
Additional options not included above.... 264,560 - 394,649 -
--------------- --------------- --------------- ---------------
Weighted average number of
common shares outstanding
as adjusted............................ 20,125,497 20,058,994 20,122,787 20,303,120
=============== =============== =============== ===============
FULLY DILUTED EARNINGS (LOSS)
PER COMMON SHARE......................... $ .06 $ (.37) $ .10 $ (.38)
====== ====== ====== ======
</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 nine months ended
September 30, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 135
<SECURITIES> 0
<RECEIVABLES> 40,026
<ALLOWANCES> 1,561
<INVENTORY> 67,186
<CURRENT-ASSETS> 110,911
<PP&E> 9,280
<DEPRECIATION> 4,407
<TOTAL-ASSETS> 120,131
<CURRENT-LIABILITIES> 44,299
<BONDS> 51,370
0
0
<COMMON> 199
<OTHER-SE> 24,263
<TOTAL-LIABILITY-AND-EQUITY> 120,131
<SALES> 200,141
<TOTAL-REVENUES> 200,141
<CGS> 155,487
<TOTAL-COSTS> 155,487
<OTHER-EXPENSES> 36,356
<LOSS-PROVISION> 1,045
<INTEREST-EXPENSE> 3,655
<INCOME-PRETAX> 3,598
<INCOME-TAX> 1,547
<INCOME-CONTINUING> 2,051
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,051
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
