-----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, JzevNyp8rcatAsxGMzkC0/iesjRe5yKHO6wSjbyk6KJ9I3mxlx72FWJstTC2OZ2x XjpO+ebv5nNI1WzjtST6AQ== 0001019056-06-000590.txt : 20060522 0001019056-06-000590.hdr.sgml : 20060522 20060522172919 ACCESSION NUMBER: 0001019056-06-000590 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060522 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL AMERICAN SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000818074 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 592814714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16207 FILM NUMBER: 06859561 BUSINESS ADDRESS: STREET 1: 16115 N W 52ND AVENUE CITY: MIAMI STATE: FL ZIP: 33014 BUSINESS PHONE: 3056218282 MAIL ADDRESS: STREET 1: 16115 NW 52ND AVENUE CITY: MIAMI STATE: FL ZIP: 33014 8-K 1 aa_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2006 All American Semiconductor, Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-16207 59-2814714 (Commission File Number) (I.R.S. Employer 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 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. All American Semiconductor, Inc. (the "Company") announced its financial results for the quarter ended March 31, 2006. A copy of the Company's press release issued on May 22, 2006 concerning the foregoing is furnished as part of this report. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit No. Exhibit Description ----------- ------------------- 99 Press Release dated May 22, 2006. SIGNATURE --------- 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 hereunto duly authorized. ALL AMERICAN SEMICONDUCTOR, INC. Date: May 22, 2006 By: /s/ HOWARD L. FLANDERS ------------------------------------ Howard L. Flanders Executive Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Exhibit Description ----------- ------------------- 99 Press Release dated May 22, 2006. EX-99 3 ex_99.txt EXHIBIT 99 Exhibit 99 FOR IMMEDIATE RELEASE --------------------- ALL AMERICAN SEMICONDUCTOR REPORTS FIRST QUARTER RESULTS Over 25% Increase In Revenue Over Prior Year Miami, FL - May 22, 2006 -- All American Semiconductor, Inc. (The Nasdaq Stock Market:SEMI), a leading distributor of electronic components, today announced its results for the first quarter of 2006. Net sales for the quarter ended March 31, 2006 were $118.3 million, a 25.5% increase compared to net sales of $94.3 million for the same period of 2005. The Company reported a loss from operations of $(1.1) million for the first quarter of 2006, compared to income from operations of $1.1 million for the first quarter of last year. The net loss for the quarter ended March 31, 2006 was $(1.7) million or $(.43) per share (diluted), compared to net income of $61,000 or $.01 per share (diluted) for the first quarter of 2005. Bruce M. Goldberg, President and Chief Executive Officer of All American, stated, "While we were pleased with the revenue growth achieved in the first quarter, the implementation of a new enterprise resource planning (ERP) system which was placed into service in February of 2006 had a significant adverse impact on our results for the first quarter of 2006. We incurred significant non-recurring expenses in connection with the implementation of the new system and the severe negative impact that it had on all aspects of our operations. The system issues also adversely affected our gross profit margins. The Company anticipates additional expenses for maintenance and further development expenses in connection with the new ERP system. "Also causing a material impact on the results for the first quarter of 2006 is a non-recurring accrual for severance pay and certain bad debt adjustments and write-offs. Profitability was also impacted by the Company's strategic investment in expansion through the addition of personnel in North America, Europe and Asia in order to take advantage of the continuing industry consolidation, continuing trends for business to transfer outside of North America and address an overall improvement in conditions within the industry." "The 25.5% increase in sales for the first quarter of 2006 compared to the first quarter of 2005 reflects improvements in industry conditions during the second quarter of 2005 which continued through the first quarter of 2006, opportunities created from the ongoing consolidation in our industry and gains resulting from the Company's growth strategies." "Notwithstanding the significant problems created by the implementation of our new computer system, All American was again able to gain market share within North America during the first quarter of 2006. Our backlog of customer orders, which was $69 million at December 31, 2004, had increased significantly to $89 million by December 31, 2005. As of April 30, 2006, our backlog increased to $99 million." All American is now recognized as the nation's 4th largest distributor of semiconductors and the 8th largest electronic components distributor overall. The Company has offices in 36 strategic locations throughout North America, as well as operations in both Asia and Europe. To the extent that this press release discusses future performance, expectations, beliefs or intentions about our sales, gross profit margins, markets, future operating results or investments in the growth of our business or otherwise makes statements about our new ERP system and anticipated future expenses and future impact on productivity and operations related to such ERP system and the current or future market or industry conditions or trends, the statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results, performance or achievements to differ materially from the statements made. Factors that could adversely affect the Company's future results, performance or achievements include, without limitation: the failure of the new ERP system to improve or to be fully and successfully implemented as expected, further weakening industry and market conditions; a tightening by customers of their inventory levels; a continued slowdown in sales; the continuance of a trend for electronics manufacturing to move offshore; the level of effectiveness of the Company's business and marketing strategies, including those outside North America and particularly in Asia; insufficient funds from operations, from the Company's credit facility and from other sources (debt and/or equity) to support the Company's operations or the inability of the Company to obtain additional financing at all when needed or on terms acceptable to the Company; an increase in interest rates, including as a result of increased pricing levels under its credit facility and/or interest rate hikes by the Federal Reserve Board, and/or an increase in the Company's average outstanding borrowings; a reduction in the level of demand for products of its customers including the level of growth of some of the new technologies supported by the Company; deterioration in the relationships with existing suppliers, particularly one of our largest suppliers; failure to improve or further decreases in gross profit margins, including decreasing margins resulting from the implementation of the new ERP system, the Company being required to have aggressive pricing programs, an increasing number of low-margin, large volume transactions, inventory oversupply conditions and/or increases in the costs of goods; problems with telecommunication, computer and information systems; the inability of the Company to expand its product offerings or obtain product during periods of allocation; the impact from changes in accounting rules including the new accounting rules on stock-based compensation; adverse currency fluctuations; the adverse impact of terrorism or the threat of terrorism on the economy; and the other uncertainty, risks and factors including those detailed in the Company's reports on Forms 10-K and Forms 10-Q and other press releases. 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. The Company undertakes no obligation to update publicly or revise any forward-looking statements, business risks and/or uncertainties. ALL AMERICAN SEMICONDUCTOR, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Dollars in thousands except per share amounts) Quarters Ended March 31 2006 2005 - -------------------------------------------------------------------------------- Net Sales $ 118,312 $ 94,309 =========== =========== Income (Loss) from Operations $ (1,112) $ 1,119 =========== =========== Net Income (Loss) $ (1,713) $ 61 =========== =========== Earnings Per Share: Basic $(.43) $.02 ===== ==== Diluted $(.43) $.01 ===== ==== Average Shares: Basic 3,976,693 3,912,449 =========== =========== Diluted 3,976,693 4,134,268 =========== =========== # # # CONTACT: Bruce M. Goldberg, CEO Howard L. Flanders, CFO (305) 621-8282 x1417 -----END PRIVACY-ENHANCED MESSAGE-----