10-Q/A 1 c90710e10vqza.txt AMENDMENT TO QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 2) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ________ Commission file number 0-25198 UNIVERSAL AUTOMOTIVE INDUSTRIES, INC. ------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-3973627 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11859 South Central Avenue Alsip, Illinois 60803 --------------------- (Address of principal executive offices) (Zip Code) (708) 293-4050 -------------- (Registrant's telephone number, including area code) N/A --- (Former name, former address and former fiscal year, if changed since last report) 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[ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [X] The number of shares of issuer's Common Stock, par value $.01 per share, outstanding as of September 30, 2004 was 12,280,532 shares. UNIVERSAL AUTOMOTIVE INDUSTRIES, INC. FORM 10-Q/A (AMENDMENT NO. 2) TABLE OF CONTENTS

2 AMENDMENT NO. 2 EXPLANATORY NOTE We are filing this Form 10-Q/A (Amendment No. 2) to reclassify the gain on valuation of assets purchased in the quarter ended March 31, 2004 (an amount equal to $9,886,328) from "other expense:/(income)" to an "extraordinary item." Although the original classification occurred in the quarter ended March 31, 2004, this gain is also reflected in our Consolidated Statements of Operations for the nine months ended September 30, 2004. This reclassification of the gain does not change our overall income or our net worth for the nine months ended September 30, 2004, but does impact the classification of the income for the nine months ended September 30, 2004. The reclassification also will affect our earnings per share as reflected herein. Our Audit Committee has determined to reclassify the gain in response to a letter ("Letter") we received on December 18, 2004 from our independent registered public accountants, Blackman Kallick Bartelstein LLP ("Blackman"). The Letter advises us that our presentation of "gain on valuation of assets purchased" as "other expense:/(income)" in our Consolidated Statements of Operations for the nine months ended September 30, 2004 is not in conformity with U.S. generally accepted accounting principles. Blackman advises us that the proper presentation of the "gain on valuation of assets purchased" is as an "extraordinary item." Blackman further advises us that we presented the gain as "other expense:/(income)" in our Consolidated Statements of Operations for the quarters ended March 31, 2004 and June 30, 2004. Blackman did not serve as our independent registered public accountant for these quarters. We have determined to also restate the quarterly reports for these periods. Additionally, we are filing this Form 10-Q/A (Amendment No. 2) to correct an error in our Form 10-Q/A (Amendment No. 1) which was filed on December 3, 2004. We filed a Form 10-Q/A (Amendment No. 1) to delete a statement included in Note 1 in the original Form 10-Q to the effect that Blackman had not completed its review of the Report on its filing date of November 19, 2004. We filed the Form 10-Q/A (Amendment No. 1) to delete this statement based on our receipt of a letter from Blackman dated November 30, 2004 (the "November 30 Letter"). The November 30 Letter stated that Blackman completed its review of the financial statements for the quarter ended September 30, 2004 in accordance with Statement on Auditing Standards No. 100, as amended, on the filing date. Pursuant to the Letter, in addition to the reclassification of the gain described above, Blackman advises us that the November 30 Letter was in error and that the November 30 Letter is withdrawn. As a result of the reclassification, we would have been in violation of our earnings before interest, taxes, depreciation and amortization (EBITDA) covenant contained in the revolving line of credit agreement (the "Credit Agreement") with our principal lender, Congress Financial Corporation (the "Lender"); however, we have obtained a waiver of this covenant violation from the Lender and have entered into an amendment to the Credit Agreement which, among other things, revises this EBITDA covenant. 3 UNIVERSAL AUTOMOTIVE INDUSTRIES, INC. CONSOLIDATED BALANCE SHEET

The accompanying notes are an integral part of the financial statements. 4 UNIVERSAL AUTOMOTIVE INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

The accompanying notes are an integral part of the financial statements. 5 UNIVERSAL AUTOMOTIVE INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of the financial statements. 6 UNIVERSAL AUTOMOTIVE INDUSTRIES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. UNAUDITED INTERIM FINANCIAL STATEMENTS Interim condensed financial statements are prepared pursuant to the requirements for reporting on Form 10-Q. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with generally accepted accounting principles (USA) are omitted. For additional disclosures, see the Notes to Consolidated Financial Statements contained in Universal Automotive Industries, Inc. Annual Report on Form 10-K for the year ended December 31, 2003. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements contained in Universal Automotive Industries, Inc. Annual Report on Form 10-K for the year ended December 31, 2003. The application of these policies may require management to make judgments and estimates about the amounts reflected in the financial statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates. In the opinion of our management, all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the financial statements for these interim periods have been included. The current period's results of operations are not necessarily indicative of results which ultimately may be achieved for the year. 2. BASIS OF PRESENTATION Net Loss Per Share Warrants and options issued by us are only included in the computation of weighted average number of shares where their inclusion is not anti-dilutive. For the three months ended September 30, 2004 and September 30, 2003 and the nine months ended September 30, 2003, common stock equivalents are not included in the weighted average number of shares outstanding in determining net loss per share. For the nine months ended September 30, 2004 the fully diluted earnings per share is based upon 2,014,380 shares of Series A Preferred and 1,000,000 shares of Series B, on an as converted basis, plus an additional 460,917 shares of common stock into which said shares of Series A Preferred would convert as of September 30, 2004 based upon shares of common stock issued and deemed issued for purposes of the anti-dilution formula, with respect to the Series A Preferred stock. Income Taxes For the quarters and nine months ended September 30, 2004 and 2003, no provision for income taxes has been provided. We believe that, consistent with accounting principles generally accepted in the United States, it is more likely that the tax benefits associated with the balance of loss carryforwards and other deferred tax assets will not be realized through future taxable earnings or alternative tax strategies. Accordingly, net deferred tax assets were offset with a valuation allowance. 7 3. INVENTORIES

4. CONGRESS FINANCIAL INDEBTEDNESS On January 12, 2004, we entered into a revolving line-of-credit agreement with Congress Financial Corporation ("Congress") replacing our line of credit with LaSalle National Bank, N.A. The maximum available amount of the revolving line-of-credit is $35,000,000 based on eligible accounts receivable and inventory and is fully secured by a first lien on the inventory and our accounts receivable. The revolving line-of-credit has a term ending January 12, 2007 and an interest rate of prime plus .50% per annum. The line is subject to an ongoing option to convert to LIBOR plus 2.75% per annum. The Congress Credit Agreement contains certain limitations on dividends and capital expenditures and requires us to satisfy a financial test concerning earnings before interest, taxes, depreciation and amortization (EBITDA). At September 30, 2004, we would not have been in compliance with the financial test concerning earnings before interest, taxes, depreciation and amortization (EBITDA); however, we have received a waiver of the covenant violation from Congress. 5. STOCK-BASED COMPENSATION We have elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for the stock options granted to employees and directors. Accordingly, employee and director compensation expense is recognized only for those options whose price is less than fair market value at the measurement date. We have adopted the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended. We have computed the pro forma disclosures required under SFAS No. 123, as amended by SFAS No. 148, for options granted using an option-pricing model prescribed by SFAS NO. 13. The assumptions used for grants during the periods ended September 30, 2004 and 2003 include a dividend yield of 0.0% risk-free interest rates of 2.50%, an option term of immediate to 10 years and a volatility factor of 78%. Had the compensation costs for these plans been determined consistent with SFAS No. 123, our net income would have been reduced by approximately $127,953 to $1,098,139 for the period ended September 30, 2004 and the net loss for the period ended September 30, 2003 would have been increased by $101,187 to $1,872,791. 6. ACQUISITION OF CERTAIN ASSETS OF KELSEY-HAYES COMPANY On January 12, 2004 we purchased substantially all the assets of the Autospecialty division of Kelsey-Hayes Company, a subsidiary of TRW Automotive, Inc ("Autospecialty"), for a total cost, including transaction fees and expenses, of approximately $11,925,000 plus the assumption of certain liabilities as set forth in the Purchase Agreement dated December 23, 2003 between the Company and TRW Automotive, Inc. The purchase price is subject to certain adjustments based upon the future collection of trade accounts receivable. Negative goodwill recorded in conjunction with the acquisition transaction included an approximate $9.9 million extraordinary non-cash gain reflected in our Statement of Operations for the quarter ended March 31, 2004. During the period ending September 30, 2004 we incurred costs in connection with the consolidation and integration of this acquisition including the closing of two distribution centers, Itasca, Illinois and 8 Compton, California, and the moving of its inventories to its Alsip, Illinois and Carson, California distribution facilities respectively. In addition the Carson, California rotor manufacturing operation was relocated and combined into our Alsip, Illinois rotor manufacturing facility. A reserve of $700,000 was established under the purchase method of accounting for these and other integration and business consolidation expenditures. As of September 30, 2004 approximately $505,000 has been charged against this reserve. Further details of the acquisition (in thousands of dollars) are as follows: Tangible assets acquired $ 31,141 Liabilities assumed (8,630) Reserve recorded (700) -------- 21,811 Purchase price 11,925 -------- Excess of fair value of the net assets received over amount paid $ 9,886 ========

This acquisition has been accounted for using the purchase method of accounting. Accordingly, the allocation of the cost of the acquired assets and liabilities has been made on the basis of the estimated fair value. The consolidated financial statements include the operating results of each business from the date of acquisition. The financial statements reflect the preliminary allocation of the purchase price and contained certain subjective reserves. Accordingly, it is expected that the purchase price allocation will be finalized upon the realization of the acquired accounts receivable and inventory. In conjunction with recording the acquisition using the purchase method of accounting, the assets acquired and liabilities assumed have different bases for income tax purposes. It is expected that the extraordinary gain would not be taxable for income tax purposes until the underlying assets acquired are sold. The extraordinary gain resulting from the excess of fair value received over the amount paid substantially contributed to the realized net income for the period ended September 30, 2004. There was no recorded income tax provision for the period ended September 30, 2004, nor was a deferred tax liability recorded, because we have net operating loss carryforwards that are expected to reduce any taxable income. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(1) Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q/A (Amendment No. 2) constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Examples of factors which could affect the Company's performance are set forth elsewhere in this Form 10-Q/A (Amendment No. 2) and in the Company's annual report on Form 10-K, as filed with the Securities and Exchange Commission on April 14, 2004 under the heading "Risk Factors." GENERAL We are a manufacturer and distributor of brake rotors, drums, disc brake pads, relined brake shoes, non-asbestos friction lining, clutch and chassis parts and a complete line of hydraulic parts, including brake calipers. We are one of the leading full-line brake and undercar parts suppliers to the North American aftermarket. Our products are sold under our nationally recognized Autospecialty, Power Stop and Evolution brands as well as customer specific private labels. (1) Some of the statements included in Management's Discussion and Analysis of Financial Condition and Results of Operations, may be considered to be "forward looking statements" since such statements relate to matters which have not yet occurred. For example, phrases such as "we anticipate," believe" or "expect" indicate that it is possible that the event anticipated, believed or expected may not occur. Should such event not occur, then the result, which we expected, also may not occur or may occur in a different manner, which may be more or less favorable to us. We do not undertake any obligation to publicly release the result of any revisions to these forward looking statements that may be made to reflect any future event or circumstances. 9 RESULTS OF OPERATIONS The financial information reported under this section, "Results of Operations," is reported in thousands of dollars. Three Months Ended September 30, 2004 Compared To Three Months Ended September 30, 2003

10 Net sales for the three months ended September 30, 2004 increased $12,592 or 89.4 % over the same quarter in 2003 to $26,675. The increased sales were a result of a new customers obtained in the acquisition of certain assets of The Kelsey-Hayes Company ("Kelsey-Hayes") of $12,350 coupled with an increase in wholesale products of $242. Gross profit for the three months ended September 30, 2004 is $2,197 or 8.2% of net sales compared to $1,906 or 13.5% in the same period of 2003, an increase of $ 291 or 15.3%. The following table details the change in gross profit for the period. Gross profit on higher brake parts sales volume $ 2,343 Reduced underabsorption of fixed manufacturing overheads 266 Higher distribution expenses (2,189) Reduced gross margins on wholesale product sales (129) -------- Net increase in gross profit $ 291 ========

Selling, general and administrative expenses of $4,559 (17.1% of net sales) for the three months ended September 30, 2004 increased by $2,102 when compared to $2,457 (17.4% of net sales) for the same period in 2003. The 85.6% increase was a result of increased freight and commission costs on the higher sales levels and an increase in administrative expenses as the administrative operations of the Kelsey-Hayes acquisition were integrated into our operations. Loss from operations for the three months ended September 30, 2004 increased $1,811 to $2,362 as compared to a loss of $551 for the same period in 2003. This increased loss relates to increased selling, general and administrative expenses partially offset by higher gross profit dollars. Other expense for the three months ended September 30, 2004 increased $566 to $828 from $262 for the same period of 2003. Of this total, interest expense increased $541 from the same period in 2003 due to increased borrowing levels on the revolving line of credit coupled with higher interest rates. Net loss for the three months ended September 30, 2004 increased $2,377 to $3,190 as compared to a net loss of $813 for the same period in 2003. The increased net loss is attributed to increased gross profit of $291 offset by higher selling, general and administrative expenses of $2,102 and increased other expense of $566. 11 Nine Months Ended September 30, 2004 Compared To Nine Months Ended September 30, 2003

Net sales for the nine months ended September 30, 2004 increased $28,972 or 61.7% over the same period in 2003 to $75,911. The increased sales were a result of the new customers obtained in the acquisition of certain assets of The Kelsey-Hayes Company ("Kelsey-Hayes") of $29,188 offset by a decrease in sales of wholesale products of $216. Gross profit for the nine months ended September 30, 2004 is $7,044 or 9.3% of net sales compared to $6,290 or 13.4% in the same period of 2003, an increase of $754 or 12.0%. The following table details the change in gross profit for the period. Gross profit on higher brake parts sales volume $ 6,000 Reduced underabsorption of fixed manufacturing overheads 338 Higher distribution expenses (5,449) Reduced gross margins on wholesale product sales (135) ------------- Net increase in gross profit $ 754 =============

Selling, general and administrative expenses of $13,788 or 18.2% of net sales for the nine months ended September 30, 2004 increased by $6,455 when compared to $7,323 or 15.6% of net sales for the same period in 2003. This increase was a result of costs associated with operations of the acquired Kelsey- 12 Hayes Company assets, increased freight costs on the higher sales levels and the amortization of certain expenses related to the issuance of warrants in 2003. Loss from operations for the nine months ended September 30, 2004 increased $5,701 to $6,734 as compared to a loss of $1,033 in the same period of 2003. This increased loss relates to increased selling, general and administrative expenses of $6,455 offset by increased gross profit of $754. Other expense for the nine months ended September 30, 2004 increased $1,187 to $1,926 as compared to $739 in the same period 2003. This increase is primarily a result of increased interest expense of $1,164 and other expense net of $23. Extraordinary gain for the nine months ended September 30, 2004 of $9,886 represents the excess of the fair value of the assets of the Autospecialty division of the Kelsey-Hayes Company, a subsidiary of TRW Automotive, Inc over the cost paid for these assets. Net income for the nine months ended September 30, 2004 was $1,226 compared to a net loss of $1,772 for the same period 2003, an increase of $2,998. This increase is attributed to the extraordinary gain of $9,886 offset by decreased operating income of $5,701 and an increase in interest expense and other income of $1,187. LIQUIDITY AND CAPITAL RESOURCES Net cash provided from operating activities for the nine months ended September 30, 2004 was $115,369 which was primarily due to (a) net income of $1,226,091, (b) a reduction in inventories of $7,426,556, (c) non-cash items consisting of depreciation, amortization and provision for bad debts of $2,861,514, (d) increase in accounts payable of $6,106,577, (e) increase in accrued expenses of $73,381 and (f) a decrease on other, net of $13,500 offset by (g) the non-cash extraordinary gain $9,886,328, (h) an increase in accounts receivable of $7,034,184 and (i) an increase in prepaid expenses and other assets of $671,738. Net cash used in investing activities was $12,413,463 which is attributable primarily to the purchase of certain assets of The Kelsey-Hayes Company for $11,571,008 and leasehold improvements incurred in connection with the relocation of the rotor manufacturing facilities from Carson, CA into the Alsip, IL facility. Net cash provided by financing activities was $14,640,546, consisting primarily of an increase to the revolving line of credit of $12,161,756, net proceeds from the issuance of convertible notes of $1,743,700, exercise of warrants and options of $869,940 offset by principal payments on notes payable and subordinated debt of $134,850. In addition, in connection with the purchase of certain assets of The Kelsey-Hayes Company, we collected certain purchased accounts receivable, subject to a contractual obligation to pay over a portion of such collections aggregating $1,750,000 as of September 30, 2004, which proceeds have not been paid over (but are included in our accrued expenses), due to an indemnification claim we have made under the contract whereby we have claimed losses in excess of such amount related to certain defective inventory and the resultant losses in business related to such inventory. The Congress agreement contains certain limitations on dividends and capital expenditures and requires us to satisfy a financial test concerning earnings before interest, taxes, depreciation and amortization (EBITDA). At September 30, 2004, we would not have been in compliance with the financial test concerning EBITDA; however, we obtained a waiver of this covenant violation. We expect to continue to finance our operations through cash flow generated from operations, borrowings under our bank lines of credit and obtaining credit from our suppliers, and possibly additional unsecured lines of credit. 13 Future contractual obligations of the Company are as follows:

SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2003. The application of these policies may require management to make judgments and estimates about the amounts reflected in the financial statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates. RISK FACTORS CONVERTIBLE NOTE FINANCING. We have entered into a series of unsecured convertible notes with Global Capital Funding Group, L.P. and affiliates (Global) in the original principal amounts of $1,550,000 on July 3, 2003, $1,200,000 on November 26, 2003 and $300,000 on January 15, 2004. In addition, we entered into two secured convertible notes with Laurus Master Fund, Ltd (Laurus) in the original principal amounts of $2,500,000 on October 31, 2003 and $2,000,000 on January 9, 2004, the terms of which are all described in greater detail the Company's Annual Report on Form 10-K filed with the SEC on April 14, 2004. All of the convertible notes provide the holder a voluntary right to convert principal and interest that is due under certain circumstances into common stock. The loan agreements for the various convertible notes obligate the Company to file a registration statement registering the shares into which the various notes could possibly be converted (which it has done) and to maintain the effectiveness of such registration statement for the applicable periods under which the notes have conversion rights. This includes the obligation to remain current with respect to its required filings under the Securities Exchange Act of 1934. Failure to meet these covenants would constitute an event of default under the applicable loan agreements and provide the respective lenders the right to seek to accelerate the loans and assess additional interest and penalties. In addition, all of the notes have cross default provisions, and the notes with Laurus are secured by a first lien on the Company's fixed assets. Accordingly, the Company has an obligation to continue to maintain the effectiveness of the registration statement it has filed for the shares underlying such notes. While the Company believes it has met these requirements to date and will continue to meet these requirements, should it be determined that it has failed or in the future fails to meet the necessary requirements, this could result in acceleration of the convertible loans and, due to the cross default provisions, all other loans of the Company including the Company's primary credit facility with Congress Financial Corporation. Additionally, to the extent that the loans are secured, the lenders could exercise their rights to foreclose on the collateral securing the loans. If it were determined that the Company was in default on its loans and the lenders were successful in foreclosing on the loans, then the Company would be required to find alternate financing to repay the loans. If the Company could not obtain such alternate financing, the Company would not have sufficient cash and assets to continue operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK We believe that we do not have significant exposure to market risk associated with derivative financial instruments, other financial instruments, or derivative commodity instruments. We previously utilized 14 only limited derivative financial instruments and did not use them for trading purposes and have never used derivative commodity instruments. At September 30, 2004, there were no such derivative instruments. The fair value of financial instruments, other than debt instruments, closely approximates their carrying value. Because the interest rate of the revolving loan and the term loan with Congress Financial Corporation adjusts with the changes in the market rate of interest, we believe that the fair value is equivalent to the carrying value. We believe the interest rate of eight percent (8.0%) on the subordinated debenture held by Finova Mezzanine Capital, Inc. is approximately equal to the current rate available for similar debt. Accordingly, the fair value of this debenture approximates its carrying value. ITEM 4. CONTROLS AND PROCEDURES We maintain a system of controls and procedures designed to provide reasonable assurance as to the material reliability of the financial statements and other disclosures included in this Report as well as to safeguard assets from unauthorized use or disposition. However, no cost effective systems of internal controls will preclude all errors and irregularities, and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the date of this Report, our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on and as of the date of such evaluation, these officers have concluded that as a result of the occurrence of the events described herein under "Explanatory Note" including the reclassification of the gain and the circumstances relating to the filing of the Form 10-Q, our disclosure controls and procedures may not have been effective with respect to such items, and the reclassification of the gain may reflect a material weakness in our internal controls over financial reporting. These matters have been disclosed to our Audit Committee and independent registered public accountant. We are implementing corrective measures to correct these weaknesses to prevent errors from occurring in future periods. PART II OTHER INFORMATION ITEMS 1 THRU 5 ARE NOT APPLICABLE TO THE COMPANY IN THIS REPORT. ITEM 6 - EXHIBITS (a) Exhibits

15 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERSAL AUTOMOTIVE INDUSTRIES, INC. /s/ ARVIN SCOTT ---------------------------------------------------- Date: December 23, 2004 Arvin Scott, Chief Executive Officer, President (Principal Executive Officer) /s/ ROBERT W. ZIMMER ---------------------------------------------------- Robert W. Zimmer, Chief Financial Officer (Principal Financial Officer) 16

UNIVERSAL AUTOMOTIVE INDUSTRIES INC /DE/ 10-Q/A