UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 2001
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
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Part I - REGISTRANT INFORMATION
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All American Semiconductor, Inc.
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Full name of registrant
16115 N.W. 52nd Avenue
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Address of principal executive office (Street and Number)
Miami, Florida 33014
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City, State and Zip Code
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Part II - RULES 12b-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25 (c) has been attached if applicable.
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Part III - NARRATIVE
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While the Registrant had been advised that a certain amendment to the
Registrant's Loan and Security Agreement necessary to file the Registrant's Form
10-Q for the quarter ended September 30, 2001 had been approved, the
Registrant's Form 10-Q was not filed within the prescribed time frame as a
result of not timely receiving the executed copy of such amendment.
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Part IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to
this notification
Howard L. Flanders (305) 626-4149
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made. See Consolidated Condensed Statements of Operations for
the Quarters and Nine Months Ended September 30, 2001 and 2000
(Unaudited) and the narrative annexed hereto as Exhibit "A."
All American Semiconductor, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 15, 2001 By: /s/ HOWARD L. FLANDERS
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Name: Howard L. Flanders
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Title: Executive Vice President and
Chief Financial Officer
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Exhibit "A"
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Quarters Nine Months
PERIODS ENDED SEPTEMBER 30 2001 2000 2001 2000
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NET SALES ............................ $ 88,767,000 $ 151,758,000 $ 314,746,000 $ 382,463,000
Cost of sales ........................ (70,910,000) (120,080,000) (258,737,000) (303,746,000)
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Gross profit ......................... 17,857,000 31,678,000 56,009,000 78,717,000
Selling, general and
administrative expenses ............ (16,668,000) (21,053,000) (57,467,000) (57,533,000)
Impairment of goodwill ............... - - (450,000) -
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INCOME (LOSS) FROM
CONTINUING OPERATIONS ............... 1,189,000 10,625,000 (1,908,000) 21,184,000
Interest expense ..................... (1,860,000) (2,246,000) (6,978,000) (5,666,000)
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INCOME (LOSS) FROM
CONTINUING OPERATIONS
BEFORE INCOME TAXES ................ (671,000) 8,379,000 (8,886,000) 15,518,000
Income tax (provision) benefit ....... 290,000 (3,603,000) 3,452,000 (6,675,000)
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INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE
DISCONTINUED OPERATIONS ............ (381,000) 4,776,000 (5,434,000) 8,843,000
Discontinued operations:
Income (loss) from operations (net
of $26,000; $(244,000) and $(43,000)
income tax benefit (provision)) .... - (35,000) 323,000 57,000
Loss on disposal (net of $6,474,000
income tax benefit) ................ - - (8,581,000) -
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NET INCOME (LOSS) .................... $ (381,000) $ 4,741,000 $ (13,692,000) $ 8,900,000
============= ============= ============= =============
Basic earnings per share:
Income (loss) from
continuing operations .............. $ (.10) $ 1.24 $ (1.41) $ 2.31
Discontinued operations .............. - (.01) (2.14) .02
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Net income (loss) .................... $ (.10) $ 1.23 $ (3.55) $ 2.33
============= ============= ============= =============
Diluted earnings per share:
Income (loss) from
continuing operations .............. $ (.10) $ 1.11 $ (1.41) $ 2.14
Discontinued operations .............. - (.01) (2.14) .01
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Net income (loss) .................... $ (.10) $ 1.10 $ (3.55) $ 2.15
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Results of Operations
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Net sales from continuing operations for the quarter and nine months ended
September 30, 2001 were $88.8 million and $314.7 million, respectively,
representing a 41.5% and 17.7% decrease over record sales from continuing
operations of $151.8 million and $382.5 million for the same periods of 2000.
The decreases were attributable to a broad-based industry slowdown, continued
weakness in demand for electronic components as well as the general weakness in
the overall economy. Management expects that the weakness in sales may continue
through at least the first quarter of 2002.
Gross profit was $17.9 million for the third quarter of 2001, representing a
43.6% decrease from gross profit of $31.7 million for the same period of 2000.
Without giving effect to a non-cash inventory write-off of approximately $6.0
million which occurred in the second quarter of 2001, gross profit was $62.0
million for the first nine months of 2001, representing a 21.2% decrease from
gross profit of $78.7 million for the same period of 2000. The decreases were
due to the declines in sales as well as decreases in gross profit margins as a
percentage of net sales. The gross profit margin as a percentage of net sales
was 20.1% for the third quarter of 2001 compared to 20.9% for the third quarter
of 2000. For the first nine months of 2001, without giving effect to the
inventory write-off in the second quarter of 2001, the gross profit margin as a
percentage of net sales was 19.7% compared to 20.6% for the same period of 2000.
The decreases in gross profit margins reflect a general industry slowdown,
continued weakness in demand for electronic components and excess product
availability. In addition, we continue to develop long-term strategic
relationships with accounts that have required aggressive pricing programs and
we expect a greater number of low margin, large volume transactions. Management
therefore expects the downward pressure on gross profit margins to continue.
After giving effect to the inventory write-off taken in the second quarter of
2001, gross profit dollars were $56.0 million and the gross profit margin was
17.8% for the first nine months of 2001.
Selling, general and administrative expenses ("SG&A") was $16.7 million for the
third quarter of 2001 compared to $21.1 million for the third quarter of 2000.
SG&A for the first nine months of 2001, without giving effect to the write-off
of $1.5 million of accounts receivable, was $56.0 million compared to $57.5
million for the same period of 2000. The decreases in SG&A for the third quarter
and first nine months of 2001, compared to the 2000 periods, reflect the
implementation of certain expense reduction programs, including workforce and
salary reductions, all of which began during the second quarter of 2001. The
decreases also reflect a reduction in variable expenses associated with the
decline in gross profit dollars. After giving effect to the write-off of certain
accounts receivable taken in the second quarter of 2001, SG&A was $57.5 million
for the first nine months of 2001.
SG&A as percentage of net sales was 18.8% for the third quarter of 2001 compared
to 13.9% for the same period of 2000. Without giving effect to the write-off of
accounts receivable taken in the second quarter of 2001, SG&A as a percentage of
net sales was 17.8% for the first nine months of 2001 compared to 15.0% for the
first nine months of 2000. The increases in SG&A as a percentage of net sales
reflect the significant declines in sales, slightly offset by the decreases in
SG&A discussed above. After taking into account the write-off of accounts
receivable taken in the second quarter of 2001, SG&A as a percentage of net
sales for the first nine months of 2001 was 18.3%.
Income from continuing operations was $1.2 million for the third quarter of 2001
compared to $10.6 million for the third quarter of 2000. Excluding the non-cash
charges for inventory write-offs, accounts receivable write-offs and a $450,000
write-off of goodwill all taken in the second quarter of 2001, income from
continuing operations was $6.0 million for the first nine months of 2001
compared to $21.2 million for the first nine months of 2000. The decreases in
income from continuing operations for the third quarter and first nine months of
2001 (excluding the non-cash charges in the nine-month period), compared to the
same periods of 2000, were primarily attributable to decreases in sales and
gross profit dollars which were partially offset by the decreases in SG&A
described above. After giving effect to the non-cash charges taken in the second
quarter of 2001, the Company had a loss from continuing operations of $(1.9)
million for the nine months ended September 30, 2001 compared to $21.2 million
of income from continuing operations for the same period of 2000.
Interest expense decreased to $1.9 million for the third quarter of 2001
compared to $2.2 million for the same period of 2000. The decrease in interest
expense resulted from a decrease in our average borrowings, as well as a
decrease in overall interest rates which more than offset the impact from the
increase in our interest rate margins discussed below. Interest expense
increased to $7.0 million for the first nine months of 2001 compared to $5.7
million for the first nine months of 2000. The increase in interest expense for
the nine months ended September 30, 2001 resulted from the growth in our average
borrowings during the first half of 2001 caused by the increases in inventory
and accounts receivable as well as the expansion of our infrastructure which
began during the second half of 2000 and continued into early 2001, all to
support higher levels of sales experienced during the second half of 2000 and
the
anticipation of higher sales levels continuing through 2001. Effective August
14, 2001, the interest rate margins under the Company's line of credit agreement
increased. The impact from the growth in average borrowings and the increase in
the Company's interest rate margins during the first nine months of 2001 was
partially offset by a decrease in overall interest rates.
Due to the overall weakness in the economy, the negative impact of the
broad-based industry slowdown and other factors, Aved Display Technologies
("ADT") and Integrated Display Technologies ("IDT") did not generate the cash
flows anticipated. As a result, during the second quarter of 2001, management
decided to discontinue these divisions. The loss on disposal of $15.1 million on
a pretax basis includes the estimated costs and expenses associated with the
disposal of $14.9 million primarily made up of the write-off of $4.5 million of
inventory and $8.6 million of accounts receivable. In addition, the loss on
disposal includes a provision of $112,000 on a pretax basis for operating losses
during the phase-out period, which continued for approximately two months.
The Company had a net loss for the quarter ended September 30, 2001 of
$(381,000), or $(.10) per share (diluted), compared to net income of $4.7
million, or $1.10 per share (diluted), for the quarter ended September 30, 2000.
After giving effect to the non-cash charges and the loss from discontinued
operations discussed above, the Company had a net loss of $(13.7) million, or
$(3.55) per share (diluted), for the first nine months of 2001, compared to net
income of $8.9 million, or $2.15 per share (diluted), for the comparable 2000
period.