-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BjOaudF2fNTFlAePOOPZx0PNU3PIfUZ/Oyxw8pN5IOTf5HeZF/feohcyo6AOobyn xqjyxGF4/P8AnzJOLh3cFg== 0000912057-97-016423.txt : 19970512 0000912057-97-016423.hdr.sgml : 19970512 ACCESSION NUMBER: 0000912057-97-016423 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970328 FILED AS OF DATE: 19970509 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHEY ELECTRONICS INC CENTRAL INDEX KEY: 0000320591 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 953335821 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09788 FILM NUMBER: 97599208 BUSINESS ADDRESS: STREET 1: 7441 LINCOLN WAY STE 100 CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148988288 MAIL ADDRESS: STREET 1: 7441 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 FORMER COMPANY: FORMER CONFORMED NAME: BRAJDAS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MICRO Z CORP DATE OF NAME CHANGE: 19840611 10-Q 1 10-Q 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. 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 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 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 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 RICHEY ELECTRONICS, INC. CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY QUARTER ENDED MARCH 28, 1997 (UNAUDITED)
Common Stock ----------------------------------------- Additional Preferred Shares paid-in Retained Stock Outstanding Par Value Capital Earnings Total --------- ----------- --------- ----------- ----------- ----------- 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 --------- ----------- --------- ----------- ----------- ----------- --------- ----------- --------- ----------- ----------- -----------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS 6 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 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 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 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% ----- ----- ----- -----
March 28, Dec. 31, Sept. 27, June 28, March 29, 1997 1996 1996 1996 1996 ------ ------ ------ ------ ------ 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
10 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 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 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 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 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 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 11.1 Statement regarding computation of per share earnings 27.1 Financial Data Schedule 17 EX-11.1 2 EXHIBIT 11.1 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 ------------ ----------- ------------ ----------- EX-27 3 EXHIBIT 27.1
5 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-28-1997 29 0 29,367 0 41,865 74,640 3,648 0 129,946 29,085 65,205 0 0 9,000 35,647 129,946 56,794 0 42,265 52,319 369 0 1,261 2,845 1,142 0 0 0 0 1,703 0.19 0.18
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