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, 1999
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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
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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)
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(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
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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 9, 1999 common
shares outstanding were 5,629,277.
ASTREX, INC.
INDEX
Page
No.
PART I: Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets
June 30, 1999 (unaudited) and March 31, 1999 . . . . . . . . . . 1
Consolidated Statements of Income (unaudited)
Three months ended June 30, 1999 and 1998 . . . . . . . . . . . 2
Consolidated Statements of Cash Flows (unaudited)
Three months ended June 30, 1999 and 1998 . . . . . . . . . . . 3
Notes to Consolidated Financial Statements (unaudited) . . . . . 4
Item 2. Management's Discussion and Analysis or Plan of Operations . . . 5-7
PART II: Other Information
Other Information and Signatures . . . . . . . . . . . . . . . . . . . . 8
PART I - Financial Information
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1999 March 31, 1999
(Unaudited)
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(000) Omitted
Current Assets:
Cash $ 2 $ 2
Accounts receivable (net of allowance
for doubtful accounts of $79 at June 30, 1999
and March 31, 1999) 1,742 1,893
Inventory 4,160 4,440
Prepaid expenses and other
current assets 147 65
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Total current assets 6,051 6,400
Property, plant and equipment at cost (net of
accumulated depreciation of $463 at June 30,
1999 and $441 at March 31, 1999) 691 706
Other long-term assets 170 140
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Total Assets $6,912 $7,246
====== ======
Current Liabilities:
Accounts payable 671 979
Accrued liabilities 342 579
Current portion of capital lease obligations 45 46
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Total current liabilities 1,058 1,604
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Capital lease obligations 21 32
Long-term debt 2,565 2,413
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, 6,542,863 at June 30,
1999 and March 31, 1999 65 65
Additional paid-in capital 3,902 3,902
Accumulated deficit (434) (505)
Treasury stock, at cost (913,586 shares) (265) (265)
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Total shareholders' equity 3,268 3,197
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Total liabilities and shareholders' equity $6,912 $7,246
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See accompanying notes to unaudited consolidated financial statements
1
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
THREE MONTHS ENDED
JUNE 30,
1999 1998
-----------------------
(000) Omitted
Net sales $ 3,853 $ 3,416
Cost of sales 2,972 2,593
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Gross profit 881 823
Selling, general and
administrative expenses 759 733
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Income from operations 122 90
Interest expense 42 27
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Income before provision
for income taxes 80 63
Provision for income taxes 9 5
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Net income $ 71 $ 58
========== ==========
Per share data for the three months ended June 30, 1999 and 1998 are as follows:
Weighted average common shares and common
equivalent shares outstanding:
Basic 5,526,777 4,326,777
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Diluted 5,629,277 4,459,277
========== ==========
Net income per share:
Basic $ 0.01 $ 0.01
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Diluted $ 0.01 $ 0.01
========== ==========
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,
1999 1998
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(000) Omitted
Cash Flows From Operating Activities:
Net income $ 71 $ 58
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 22 23
Amortization of deferred stock compensation 1 2
Changes in assets and liabilities:
Decrease in accounts receivable, net 150 47
Increase in prepaid expenses and other
current assets (82) (60)
Decrease (increase)in inventory 281 (55)
(Decrease) in accounts payable (308) (173)
(Decrease) increase in accrued liabilities (237) 73
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Net cash used in operating activities (102) (85)
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Cash flows used in investing activities:
Capital expenditures (7) (3)
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Net cash used in investing activities (7) (3)
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Cash flows from financing activities:
Principal payments under capital lease obligations (12) (12)
Proceeds from loans payable, net 121 100
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Net cash provided by financing activities 109 88
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Net change in cash 0 0
Cash - beginning of period 2 2
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Cash - end of period $ 2 $ 2
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See accompanying notes to unaudited consolidated financial statements.
3
ASTREX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - UNAUDITED FINANCIAL STATEMENTS
The consolidated balance sheet as of June 30, 1999 and the consolidated
statements of operations and cash flows for the three months ended June 30, 1999
and 1998, have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normally recurring adjustments)
necessary to present fairly the financial position, results of operations and
cash flows at June 30, 1999 (and for all periods presented) have been made.
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted. It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Annual Report on Form 10-KSB for the year ended
March 31, 1999 filed by the Company. The results of operations for the periods
ended June 30, 1999 and 1998 are not necessarily indicative of the operating
results for the respective full years.
NOTE B - EARNINGS PER COMMON SHARE
Basic earnings per share are based on the weighted average number of common
shares outstanding without consideration of potential common stock. Diluted
earnings per share are based on the weighted average number of common and
potential common shares outstanding. The calculation takes into account the
shares that may be issued upon exercise of stock options, reduced by the shares
that may be repurchased with the funds received from the exercise, based on the
average price during the period.
The following table sets forth the reconciliation of the weighted average number
of common shares:
Three months ended
June 30,
1999 1998
(Unaudited) (Unaudited)
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Basic 5,526,777 4,326,777
Effect of dilutive securities (non-vested
restricted stock) 102,500 132,500
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Diluted 5,629,277 4,459,277
========= =========
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, 1999 was approximately
$71,000, an increase of 22% from the same quarter last fiscal year. This
increase is principally the result of high sales volume.
Sales increased by approximately $437,000, or 12.8%, for the three
months ended June 30, 1999, from the comparable three month period in 1998. This
increase is primarily the result of an increase in international sales due to
the Company's increased focus in this area since October 1998.
The Company's gross margin of 23% for the three month period ended June
30, 1999, fell slightly from 24% for the quarter ended June 30, 1998 and
remained constant when compared to the other quarters in 1998.
Selling, general and administrative expenses increased slightly by
approximately $26,000, or 3.6%, for the three months ended June 30, 1999 from
the comparable previous three month period in 1998.
Interest expense increased approximately $15,000 for three months ended
June 30, 1999, from the previous comparable three month period in 1998 due to an
increase in borrowings to purchase inventory.
5
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company used approximately $121,000 in cash from its increased line of
credit to pay down accounts payable. At June 30, 1999, the Company had working
capital of approximately $4,993,000 and its stockholders' equity was
approximately $3,268,000. The Company believes that its present working capital,
cash used in 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") first entered into on
July 9, 1997. The Line is secured by substantially all of the Company's assets,
and since May 14, 1999, a term loan collateralized by a mortgage on the 205
Express Street property. Borrowings under the Line, other than with respect to
the mortgage, is based on the Company's inventory and receivables. Presently the
term of the Line runs to April 30, 2002. On June 30, 1999, the Company owed
approximately $2,565,000 on the Line. The Company's relationship with its
secured lender is satisfactory and the Company believes that the lending
arrangement will be adequate for the foreseeable future.
YEAR 2000 DISCLOSURE
The Company has completed its assessment of its informational technology systems
("IT Systems) and equipment and has made the necessary changes to make such
systems and equipment year 2000 ("Y2K") compliant. Preliminary testing of its
informational technology systems has been completed with minimal cost to the
Company. The Company believes there is no significant internal risk with regards
to Y2K.
Management is currently monitoring and evaluating vendors and suppliers to
determine their compliance and any material impact there might be on the
Company. Currently, major suppliers are either Y2K compliant or have established
plans to be so by December 1999.
An inventory and assessment of all non-IT systems (items containing embedded
chips, such as electronic door locks, telephones, security systems etc.) is
being undertaken. The majority of these systems are not believed to be potential
sources of significant disruption.
The Company is in the process of developing a "worst-case scenario" with respect
to the Y2K non-compliance and to develop contingency plans designed to minimize
the effects of such a scenario. Although management believes that it is very
unlikely that the worst-case scenario will occur, contingency plans will be
developed and will address both the IT system and equipment and the non-IT
system failure.
6
There is still uncertainty as to the broader scope of the Y2K issue as it may
affect the Company and third parties that are critical to the Company's
operations. As an example, lack of readiness by electrical and water utilities,
financial institutions, governmental agencies or other general infrastructure
providers could pose significant impediments to our ability to carry on our
normal operations. The Company intends to request assurances of Y2K readiness
from its telephone and utilities suppliers. However, management has been
informed that some suppliers have either declined to provide the requested
assurances, or have limited the scope of assurances to which they are willing to
permit. If suppliers of services that are critical to the Company's operations
were to experience business disruptions as a result of their lack of Y2K
readiness, their problems could have a material adverse affect on the financial
position and results of operations of the Company. The impact of a failure of
readiness by critical suppliers cannot be estimated with confidence, and the
effectiveness cannot provide an assurance that there will be no material adverse
effects to the financial condition or results of operations of the Company as a
result of Y2K issues.
CAUTIONARY LANGUAGE REGUARDING FORWARD LOOKING STATEMENTS
When used herein, the words "believe," "anticipate," "think," "intend," "will
be," "expect" and similar expressions identify forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are not guarantees of future performance and involve certain risks
and uncertainties discussed herein, which could cause actual results to differ
materially from those in the forward-looking statements. Readers are cautioned
not to place undue reliance on the forward-looking statements, which speak only
as of the date hereof. Readers are also urged carefully to review and consider
the various disclosures made by the Company which attempt to advise interested
parties of the factors which affect the Company's business, including, without
limitation, the disclosures made under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operation."
7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
Previously Filed and Incorporated
Exhibit Description by reference or Filed Herewith
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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) Amendment No. 3 To Credit and Security Agreement dated May
14, 1999. Filed herewith
10(b) Second Amended and Restated Revolving Credit Promissory
Note dated May 14, 1999 Filed herewith
10(c) Term Loan Promissory Note, dated May 14, 1999 Filed herewith
10(d) Guaranty Confirmation Agreement (With Modifications), dated
May 14, 1999 Filed herewith
10(e) Mortgage from Avest, Inc. To Fleet National Bank, dated May
14, 1999 Filed herewith
27 Financial Data Schedule Filed herewith
(B) Reports on Form 8-K:
A current Report on Form 8-K was filed on April 5, 1999 with
respect to Item 4 and Item 7 regarding Changes in Registrant's Certifying
Accountant.
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: August 9, 1999 By: /s/ Michael McGuire
--------------------------------
Michael McGuire
Director, President and
Chief Executive Officer
CHIEF FINANCIAL OFFICER
OF ASTREX, INC.
Date: August 9, 1999 By: /s/ Lori A. Sarnataro
--------------------------------
Lori A. Sarnataro
Chief Financial Officer, Executive Vice
President, Treasurer, and Secretary