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 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: March 31, 2006
--------------
[ ] 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:
.................................................................................
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
.................................................................................
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
.................................................................................
Part I - REGISTRANT INFORMATION
.................................................................................
All American Semiconductor, Inc.
--------------------------------
Full name of registrant
--------------------------------
Former name if applicable
16115 N.W. 52nd Avenue
----------------------
Address of principal executive office (Street and Number)
Miami, Florida 33014
--------------------
City, State and Zip Code
.................................................................................
Part II - RULES 12b-25 (b) AND (c)
.................................................................................
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 reason 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, Form N-SAR or Form
N-CSR, 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 subject distribution report on Form 10-D, 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.
.................................................................................
Part III - NARRATIVE
.................................................................................
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
In the first quarter of 2006 the Company implemented a new enterprise resource
planning (ERP) system and unforeseen problems with respect to such
implementation have occurred. As a result of these problems, testing and
analysis of the data is still being performed. Despite diligent efforts, the
work necessary to complete the accounting and reporting of the financial results
of the Registrant for the quarter ended March 31, 2006 could not be completed
without unreasonable effort and expense in sufficient time to permit filing the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
on the scheduled due date of May 15, 2006.
.................................................................................
Part IV - OTHER INFORMATION
.................................................................................
(1) Name and telephone number of person to contact in regard to
this notification
Howard L. Flanders (305) 626-4149
------------------------------ ----------------- -----------------------
(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.
Sales for the first quarter of 2006 were significantly ahead
of last year's first quarter. The implementation of a new ERP
system during the first quarter of 2006, however, had a
substantial adverse effect on the Company's results of
operations for the quarter. The Company's operations were
severely impacted by system problems which affected gross
profit margins. Additionally, the system problems inhibited
shipping causing additional expenses in filling orders and
interfered with the booking of new business. Furthermore, the
Company incurred significant expenses in connection with the
implementation and the analysis of the system-generated
financial data from the new ERP system. Also causing a
material impact on the results for the first quarter of 2006
is an accrual for severance pay and certain bad debt
adjustments. Due to the foregoing, the Company expects to
report a net loss for the quarter ended March 31, 2006 of
approximately $1.5 million to $2.0 million. For the quarter
ended March 31, 2005, the Company reported net income of
$66,000.
All American Semiconductor, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 16, 2006 By: /s/ Howard L. Flanders
-------------------------- ----------------------------------
Name: Howard L. Flanders
----------------------------------
Title: Executive Vice President and
----------------------------------
Chief Financial Officer
----------------------------------