U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended June 30, 1998
-------------
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 1-4530
------
ASTREX, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 13-1930803
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
205 Express Street, Plainview, New York 11803
(Address of principal executive offices)
(516) 433-1700
(Issuer's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (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
---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of August 7, 1998 common
shares outstanding were 5,659,277.
ASTREX, INC.
INDEX
Page
No.
PART I:
- -------
Financial Statements:
Consolidated Balance Sheets
June 30, 1998 (unaudited) and March 31, 1998 ........................ 1
Consolidated Statements of Income (unaudited)
Three Months ended June 30, 1998 and 1997 ........................... 2
Consolidated Statements of Cash Flows (unaudited)
Three months ended June 30, 1998 and 1997 ........................... 3
Notes to Consolidated Financial Statements (unaudited) .............. 4
Management's Discussion and Analysis or Plan of Operations ................ 5-6
PART II:
- --------
Other Information and Signatures .......................................... 7
PART I - Financial Information
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1998
(Unaudited) March 31, 1998
------------- --------------
(000) Omitted
Current Assets:
Cash $2 $2
Accounts receivable (net of allowance
for doubtful accounts of $79 at June 30, 1998
and at March 31, 1998) 1,455 1,502
Inventory 3,438 3,383
Prepaid expenses and other
current assets 121 62
------------ ------------
Total current assets 5,016 4,949
Property, plant and equipment at cost (net of
accumulated depreciation of $371 at June 30,
1998 and $349 at March 31, 1998) 752 772
Other long-term assets 50 50
------------ ------------
Total Assets $5,818 $5,771
============ ============
Current Liabilities:
Accounts payable 811 985
Accrued liabilities 407 334
Current portion of capital lease obligation 49 48
------------ ------------
Total current liabilities 1,267 1,367
------------ ------------
Capital lease obligation 65 78
Loans payable 1,300 1,200
------------ ------------
2,632 2,645
Shareholders' Equity:
Preferred Stock, Series A - issued, none - -
Preferred Stock, Series B - issued, none - -
Common Stock - par value $.01 per share; authorized,
15,000,000 shares; issued, 5,372,863 at June 30,
1998 and at March 31, 1998 54 54
Additional paid-in capital 3,620 3,620
Accumulated deficit (211) (269)
------------ ------------
3,463 3,405
Less: treasury stock, at cost (913,586 shares) (265) (265)
Less: deferred compensation (12) (14)
------------ ------------
Total shareholders' equity 3,186 3,126
------------ ------------
Total liabilities and shareholders' equity $5,818 $5,771
============ ============
See accompanying notes to unaudited consolidated financial statements.
1
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
THREE MONTHS ENDED
JUNE 30,
1998 1997
----------------------------
(000) Omitted
Net sales $3,416 $3,963
Cost of sales 2,593 3,033
------------ ------------
Gross profit 823 930
Selling, general and
administrative expenses 733 766
------------ ------------
Income from operations 90 164
Interest expense 27 38
------------ ------------
Income before provision
for income taxes 63 126
Provision for income taxes 5 8
------------ ------------
Net income $58 $118
============ ============
Per share data for the three months ended June 30, 1998 and 1997 are as follows:
Weighted average number of common shares outstanding:
Basic 4,326,777 5,240,363
============ ============
Diluted 4,459,277 5,375,363
============ ============
Net income per share:
Basic $0.01 $0.02
============ ============
Diluted $0.01 $0.02
============ ============
See accompanying notes to unaudited consolidated financial statements.
2
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED JUNE 30,
1998 1997
--------------------------------------
(000) Omitted
Cash Flows From Operating Activities:
Net income $58 $118
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 23 28
Stock compensation 2 2
Changes in assets and liabilities:
Decrease (increase) in accounts receivable, net 47 (136)
Increase in prepaid expenses and other
current assets (60) (57)
(Increase) decrease in inventory (55) 341
(Decrease) increase in accounts payable (173) 172
Increase (decrease) in accrued liabilities 73 (115)
------------ -------------
Net cash (used in) provided by operating activities (85) 353
------------ -------------
Cash flows used in investing activities:
Capital expenditures (3) (9)
------------ -------------
Net cash used in investing activities (3) (9)
------------ -------------
Cash flows from financing activities:
Principal payments under capital lease obligations (12) (9)
Proceeds (repayments of) from loans payable, net 100 (335)
------------ -------------
Net cash provided by (used in) financing activities 88 (344)
------------ -------------
Net increase in cash for the three months
ended June 30 0 0
Cash - beginning of period 2 2
------------ -------------
Cash - end of period $2 $2
============ =============
See accompanying notes to unaudited consolidated financial statements.
3
ASTREX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED FINANCIAL STATEMENTS
- ------------------------------
In the opinion of the Company, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting only of normal recurring
accruals) necessary to present fairly its financial position as of June 30,
1998. The results of operations and cash flows for the three month period ended
June 30, 1998 and 1997 are not necessarily indicative of the results to be
expected for the full year. In the opinion of management, the information in
this interim report for the three months ended June 30, 1998 and 1997 presents
fairly the Company's financial position consistent with the Company's accounting
practices and principles used in interim reports. Accordingly, certain items
included in these statements are based upon best estimates, particularly cost of
goods sold. For the three month periods ended June 30, 1998 and 1997 these costs
have principally been determined by utilizing perpetual inventory records. The
calculation of the actual cost of goods sold amount is predicated upon a
physical inventory taken only at the end of each fiscal year.
4
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the three months ended June 30, 1998 was approximately
$58,000, a decrease of 51% from the same quarter last fiscal year. This decrease
is principally the result of lower sales.
Sales decreased by approximately $547,000, or 13.8%, for the three
months ended June 30, 1998, from the comparable three month period in 1997. This
decrease is the result of generally weak market conditions along with the
Company's decision not to continue accepting certain large low margin orders, as
it had through its T.F. Cushing subsidiary, in the three month period ending
June 30, 1997.
Gross profit percentages increased marginally to 24% from 23.5% for the
three months ended June 30, 1998 from the comparable period in 1997. The Company
was able to increase margins slightly due to the discontinuation of the above
mentioned orders.
Selling, general and administrative expenses decreased approximately
$33,000, or 4%, for the three months ended June 30, 1998 from the comparable
previous three month period in 1997. This decrease was achieved through tighter
budget procedures in regards to all expenses.
Interest expense decreased approximately $11,000 for three months ended
June 30, 1998, from the previous comparable three month period in 1997. This
decrease is due primarily to lower interest rates for the three months ended
June 30, 1998. In July 9, 1997, the Company entered into a new lending agreement
at a substantially lower interest rate.
5
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company used $85,000 in cash from its increased line of credit to purchase
inventory and pay down accounts payable. At June 30, 1998, the Company had
working capital of $3,749,000 and its stockholders' equity was $3,186,000. The
Company believes that its present working capital, cash generated from
operations and amounts available under the new loan agreement will be sufficient
to meet its cash needs during the next year. The Company's principal credit
facility is a line of credit ("Line") measured by its inventory and receivables
and secured by substantially all of the Company's assets including a negative
pledge of (i.e. that the Company will not otherwise mortgage to any other
person) its Plainview office/warehouse facility. On June 30, 1998 the Company
owed approximately $1,300,000 on the Line. On July 9, 1997, the Company changed
its secured lender. The terms of the new secured lending arrangement (expiring
in July 1999) are substantially the same as the previous arrangement except that
(i) the lender is a commercial bank, and (ii) the interest rate is appreciably
lower. The Company's relationship with its new and previous secured lenders is
and was satisfactory. The change in secured lenders was voluntarily made by the
Company in order to obtain a lower interest rate. The Company believes that the
new secured lending arrangement will be adequate for the foreseeable future.
As discussed in greater detail in Item 5 of Part II hereof, on July 20, 1998 the
Company entered into an agreement with Enigma Energy Company, L.L.C. the funds
for which were secured through a private placement of the Company's Common
stock. Under the agreement the Company purchased an 8% equity interest in Enigma
together with an option to purchase the remaining equity in that entity in the
fall of 1998. In order to have funds available to exercise that option, should
it so elect, the Company is presently contemplating, among other considerations,
a future, substantially non transferable, rights offering to be made solely to
shareholders.
6
PART II - OTHER INFORMATION
Item 5. Other Information
On July 20, 1998 the Company entered into an agreement with Enigma Energy
Company, L.L.C. ("Enigma") and its members to purchase an 8% equity interest in
Enigma with an option ("Option") to purchase the remaining equity interest this
fall.
Enigma Energy Company L.L.C. is a closely held Dallas, Texas producer of natural
gas and oil. It owns the working interests in several leases located in Panola
County Texas, which include five producing wells, two `shut in' wells, and
several potential well sites, one of which is to be drilled in the coming month.
In addition, it owns interests in two other producing wells. The purchase price
for the 8% equity interest in Enigma and the Option was $300,000. These funds
were secured by the Company through the sale of shares of its common stock in a
private placement.
The Option: The Option grants the Company the right to purchase the remaining
92% of Enigma during the fall of 1998 after the Company has had an opportunity
to further evaluate Enigma's properties and most particularly the drilling and
initial production results from the well to be drilled in the coming month.
There can be no assurance at this time that the Company will in fact elect to
exercise the Option and it is quite possible that it will not.
If the Company elects to exercise the Option the exercise price will be
$1,200,000 plus a "back-end" payment of the Company's Common Stock to be
measured, valued and paid in the summer of 1999. Subject to adjustment the
amount of shares to be paid in the summer of 1999 will equal $2,800,000
`adjusted book value'. However, depending upon an optional valuation of the
Enigma properties in the summer of 1999 that amount could be reduced to as
little as zero (i.e. no stock to be issued) or increase by as much as 15%. In
order to have funds available to exercise the Option, should it so elect, the
Company is presently contemplating, among other considerations, a future,
substantially non transferable, rights offering to be made solely to
shareholders.
If the Company elects to exercise the Option then to a significant extent it
would also be in the business of finding and producing oil and natural gas. In
that event it presently anticipates that the two businesses would be
independently managed under the Board of Directors and that such an acquistion
of Enigma would not change the day to day operations, financial structure,
direction and growth of the Company's present business.
If the Company elects not to exercise the Option, as may quite possibly be the
case, it will continue to own the just purchased 8% equity interest in Enigma
and to the extent any funds have been raised pursuant to a rights offering or
otherwise, those funds will be retained for working capital purposes, including
future possible acquisitions.
The Private Placement: The Company funded the $300,000 purchase price through
the private placement of 1,200,000 unregistered shares of it's Common Stock with
it's Chairman of the Board and members of his family at twenty-five cents per
share. If the Company does not make a rights offering of registered shares to
substantially all shareholders on similar terms in 1998 then the Company will
have the option of repurchasing those privately placed shares.
7
This Item 5 and `Management's Discussion and Analysis or Plan of Operations'
earlier herein contains forward looking statements that involve risks and
uncertainties, including those relating to a future Company decision or ability
to (or not to) exercise the Option, to commence or complete a rights offering,
or to repurchase the stock sold in the private placement and those relating to
the value of Enigma's oil and gas properties or future drilling of and
production from the same. Other potential risks and uncertainties include, among
others, the competive nature of the Company's current business, the risks of,
the sometime speculative nature of, and the competetive nature of the oil and
gas business and the facts that if the Company elects not to exercise the Option
it will hold only a minority interest in Enigma, a closely-held, non-publicly
traded limited liability company and if the Company elects to exercise the
Option it will be entering a business in which it has no prior experience. More
information about some of the many potential factors which could affect the
Company's business and financial results is included in the Company's Annual
Report on Form 10-KSB for the year ended March 31, 1998, including (without
limitation) under the captions "Description of Business", "Description of
Property" and "Management's Discussion and Analysis or Plan of Operation," which
is on file with the Securities and Exchange Commission (http://www.sec.gov).
8
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
--------
Previously Filed and Incorporated
Exhibit Description by reference or Filed Herewith
- ------- ----------- ------------------------------
3 (a) Certificate of Incorporation of Astrex, Inc., as amended Filed as Exhibit 3(a) to the Form
(a Delaware corporation) 10-QSB of the Company for the quarter
ended September 30, 1997
3 (b) By-Laws of Astrex, Inc., as amended Filed as Exhibit 3(b) to the Form
10-QSB of the Company for the quarter
ended September 30, 1996
10(a) Purchase and Option Agreement between Astrex, Inc.,
Enigma Energy Company and Members dated June 6, 1998 Filed herewith
10(b) Subscription and Stock Purchase Agreement between Astrex,
Inc. and John C. and Elizabeth S. Loring dated July 15, 1998 Filed herewith
27 Financial Data Schedule Filed herewith
(B) Reports on Form 8-K:
None
9
SIGNATURES
In accordance with the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASTREX, INC.
Date: August 13, 1998 By: s/ Michael McGuire
--------------- ------------------
Michael McGuire
Director, President and
Chief Executive Officer
By: s/ Lori A. Sarnataro
--------------------
Lori A. Sarnataro
Chief Financial Officer
10