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 September 30, 1998
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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
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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 November 9, 1998 common
shares outstanding were 5,659,277.
INDEX
Page
No.
PART I:
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Financial Statements:
Consolidated Balance Sheets
September 30, 1998 (unaudited) and March 31, 1998 ............... 1
Consolidated Statements of Income (unaudited)
Six months and three months ended September 30, 1998 and 1997 ... 2
Consolidated Statements of Cash Flows (unaudited)
Six months ended September 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:
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Other Information and Signatures ......................................... 7
PART I - Financial Information
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1998 March 31, 1998
(Unaudited)
------------------ --------------
(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) 1,547 1,502
Inventory 3,514 3,383
Prepaid expenses and other
current assets 110 62
-------- --------
Total current assets 5,173 4,949
Property, plant and equipment at cost (net of
accumulated depreciation of $394 at September 30,
1998 and $349 at March 31, 1998) 732 772
Investments 350 50
-------- --------
Total Assets $6,255 $5,771
======== ========
Current Liabilities:
Accounts payable 759 985
Accrued liabilities 399 334
Current portion of capital lease obligation 48 48
-------- --------
Total current liabilities 1,206 1,367
-------- --------
Capital lease obligation 54 78
Loans payable 1,524 1,200
-------- --------
2,784 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 6,572,863 shares at
September 30, 1998 and issued 5,372,863
shares at March 31, 1998 66 54
Additional paid-in capital 3,908 3,620
Accumulated deficit (227) (269)
-------- --------
3,747 3,405
Less: treasury stock, at cost (913,586 shares) (265) (265)
Less: deferred compensation (11) (14)
-------- --------
Total shareholders' equity 3,471 3,126
-------- --------
Total liabilities and shareholders' equity $6,255 $5,771
======== ========
See accompanying notes to unaudited consolidated financial statements.
1
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
SIX MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
-------------------------------------------- --------------------------------------------
(000) Omitted (000) Omitted
Net sales $6,783 $7,787 $3,367 $3,824
Cost of sales 5,193 5,987 2,600 2,954
-------- -------- -------- --------
Gross profit 1,590 1,800 767 870
Selling, general and
administrative expenses 1,481 1,487 748 721
-------- -------- -------- --------
Income from operations 109 313 19 149
Interest expense 57 65 30 27
-------- -------- -------- --------
Income before provision
for income taxes 52 248 (11) 122
Provision for income taxes 11 11 6 4
-------- -------- -------- --------
Net income $41 $237 ($17) $118
======== ======== ======== ========
Per share data for the three months ended September 30, 1998 and 1997 are as
follows:
Weighted average number of
common shares outstanding:
Basic 4,838,252 5,240,363 5,344,168 5,240,363
========= ========= ========= =========
Diluted 4,970,752 5,375,363 5,476,668 5,375,363
========= ========= ========= =========
Net income per share:
Basic $0.01 $0.04 $0.00 $0.02
========= ========= ========= =========
Diluted $0.01 $0.04 $0.00 $0.02
========= ========= ========= =========
See accompanying notes to unaudited consolidated financial statements.
2
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
1998 1997
--------------------------------------
(000) Omitted
Cash Flows From Operating Activities:
Net income $41 $237
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization 45 51
Stock compensation 4 4
Changes in assets and liabilities:
Increase in accounts receivable, net (45) (52)
Increase in prepaid expenses and other
current assets (49) (26)
(Increase) decrease in inventory (132) 437
Decrease in accounts payable (226) (221)
Increase (decrease) in accrued liabilities 67 (131)
-------- ---------
Net cash (used in) provided by operating activities (295) 299
-------- ---------
Cash flows used in investing activities:
L/T Investment (Enigma) (300) 0
Capital expenditures (5) (17)
-------- ---------
Net cash used in investing activities (305) (17)
-------- ---------
Cash flows from financing activities:
Proceeds from Common Stock issuance 300 0
Principal payments under capital lease obligations (24) (21)
Proceeds from (repayments of) loans payable, net 324 (226)
-------- ---------
Net cash provided by (used in) financing activities 600 (247)
-------- ---------
Net increase in cash for the three months
ended September 30 0 35
Cash - beginning of period 2 2
-------- ---------
Cash - end of period $2 $37
======== ========
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 September 30,
1998. The results of operations and cash flows for the six month period ended
September 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 six months ended September 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 six month and three month periods ended
September 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.
As discussed in greater detail in Item 5 of Part II hereof, on July 20, 1998 the
Company entered into an agreement to purchase an 8% equity interest in Enigma
Energy Company, L.L.C. together with an option to purchase the remaining equity
in that entity in late 1998 or early 1999. The Company funded the $300,000
purchase price through the private placement of 1,200,000 unregistered shares of
it's Common Stock with its Chairman of the Board and members of his family at
twenty-five cents per share.
4
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the six months ended September 30, 1998 was
approximately $41,000, a decrease of $196,000 from the same period last fiscal
year. This decrease is principally the result of lower sales.
Sales decreased by approximately $1,000,000, or 12.8%, for the six
months and approximately $ 457,000 for the three months ended September 30,
1998, from the comparable six and three month period in 1997, respectively. 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 six month period ending
September 30, 1997.
Gross profit percentages remained constant at approximately 23% for the
six months and three months ended September 30, 1998 from the comparable period
in 1997.
Selling, general and administrative expenses decreased slightly by
approximately $6,000, or .4%, for the six months and increased by approximately
$27,000 or 4% for the three months ended September 30, 1998 from the comparable
previous six month and three month period in 1997, in spite of the decrease in
sales and commission expense. This increase is primarily the result of
additional expenses associated with the implementation and certification of ISO
9002 and marginal increases in selling and administrative salaries in the
quarter ended September 30, 1998. ISO 9002 is a globally recognized certifiable
series of standards for implementing and managing a quality system in order to
ensure a quality product. The Company has made this investment to increase its
marketability in both the United States and internationally.
Interest expense decreased approximately $8,000 for the six months
ended September 30, 1998 and increased $3,000 for the three months ended
September 30, 1998, from the previous comparable six month and three month
period in 1997. This decrease is due primarily to lower interest rates for the
three months ended June 30, 1998, as a result of the new lending agreement dated
July 9, 1997, as discussed further under "Liquidity and Capital Resources". The
increase in the three month period from July 1 through September 30, 1998 from
the prior comparible three month period in 1997 was primarily the result of an
increase in borrowings due to the reduction in sales.
5
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company used $324,000 in cash from its increased line of credit to purchase
inventory and pay down accounts payable. At September 30, 1998, the Company had
working capital of $3,967,000 and its stockholders' equity was $3,471,000. 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 September 30, 1998 the
Company owed approximately $1,524,000 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) were 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. On August 31, 1998
the Company amended its agreement dated July 9, 1997 to increase its maximum
availability under its credit line, subject to sufficient supporting inventory
and receivables, from $2,500,000 to $3,500,000. In addition, the Company lowered
its interest rate by .5% and extended the agreement until July 7, 2000. 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 late
1998 or early 1999. 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.
OTHER MATTERS
The Company has completed its assessment of its internal systems and has
determined them to be year 2000 compliant. Currently, the Company's major
suppliers are either year 2000 compliant or expect to be by April 1999.
Management believes that the consequences of the change to the year 2000 should
not have a material impact on the Company's ability to do business, results of
operations, or financial condition. See "Cautionary Language Regarding Future
Looking Statements" in Part II, Item 5 "Other Information".
6
PART II - OTHER INFORMATION
Item 2 (c). Changes in Securities
On July 15, 1998 the Company sold 1,200,000 unregistered shares of Common Stock
through a private placement (pursuant to Section 4(2) of the Securities and
Exchange Act of 1933) to its Chairman of the Board and members of his family at
twenty-five cents per share or $300,000. If the Company does not make a rights
offering of registered shares to substancially all shareholders on similar terms
in 1998 then the Company will have the option of repurchasing those privately
placed shares. ( This information was disclosed in Item 5 of the Company's June
30, 1998 Form 10-QSB.)
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 in
late 1998 or early 1999. While the Company has no prior experience in the oil
and gas industry it believes that the industry at this time offers the Company a
sound business opportunity and that Enigma may be a good entry vehicle.
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 six producing wells, two `shut in' wells, and
several potential well sites. 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 late 1998 or early 1999 after the Company has had an
opportunity to further evaluate Enigma's properties. 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%. The
net effect of this "back-end" payment could be to give Enigma equity holders
(other then the Company) approximately 40% of the Company's then outstanding
Common Stock. 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.
7
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 this business and the Company's present
business would be independently managed under the Board of Directors. Enigma's
financial and corporate records would be maintained at the Company's Plainview
headquarters but otherwise it would be anticipated that Enigma would continue
under it's present management and contract well operator. In addition it would
be anticipated that two or three present Enigma equity holders would join the
Company's Board of Directors.
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 November 1998 then the
Company will have the option of repurchasing those privately placed shares.
Cautionary Language Regarding Future Looking Statements.
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 or to be year 2000 compliant. Other potential risks and
uncertainties include, among others, the competitive 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 Filed as Exhibit 10(a) to the Form
Energy Company and Members dated June 6, 1998 10-QSB of the Company for the quarter
ended June 30, 1998
10(b) Subscription and Stock Purchase Agreement between Astrex, Filed as Exhibit 10(b) to the Form
Inc. and John C. and Elizabeth S. Loring dated July 15, 1998 10-QSB of the Company for the quarter
ended June 30, 1998
10(c) Amended and Restated Revolving Credit Promissory Note Filed herewith
between Astrex,Inc. and Fleet National Bank dated August
31, 1998
10(d) Amendment No. 1 to Credit and Security Agreement between Filed herewith
Astrex, Inc. and Fleet National Bank dated August 31, 1998
10(e) Guaranty Confirmation Agreement between T.F. Cushing, Inc. Filed herewith
and Avest, Inc. and Fleet National Bank dated August 31,
1998
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, thereunto
duly authorized.
ASTREX, INC.
Date: November 10, 1998 By: s/ Michael McGuire
------------------ ------------------
Michael McGuire
Director, President and
Chief Executive Officer
CHIEF FINANCIAL OFFICER
OF ASTREX, INC.
Date: November 10, 1998 s/ Lori A. Sarnataro
------------------ -------------------------
Lori A. Sarnataro
Chief Financial Officer
10