ELAMEX SA DE CV
10-Q, 1998-08-17
ELECTRONIC COMPONENTS & ACCESSORIES
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                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ----------------------------------------

(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 28, 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: 0-27992

                              ELAMEX, S.A. de C.V.
             (Exact name of registrant as specified in its charter)

          Mexico                                         Not Applicable
(State or other jurisdiction of                        (I.R.S. employer
 incorporation or organization)                     identification number)

   Avenida Insurgentes No. 4145-B Ote.  
    Cd. Juarez, Chihuahua  Mexico                          C.P. 32340
(Address of principal executive offices)                   (Zip code)


                                (915) 774-8252
               Registrant's telephone number, including area code
                                in El Paso, Texas

         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 ____


The number of shares of Class I Common Stock, no par value of the Registrant  
outstanding as of August 7, 1998 was:
                                    7,350,000




================================================================================
<PAGE>
<TABLE>
<CAPTION>
                     ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                               TABLE OF CONTENTS

                                                                                Page No. 
<S>            <C>                                                              <C>    
PART I         FINANCIAL INFORMATION  

Item 1.        Consolidated Balance Sheets as of 
               June 28, 1998 and December 31, 1997..............................1

               Consolidated Statements of Earnings for the thirteen and 
               twenty-six weeks ended June 28, 1998 and June 29, 1997...........2

               Consolidated Statements of Cash Flows for the twenty-six
               weeks ended June 28, 1998 and June 29, 1997......................3

               Notes to Consolidated Financial Statements.......................4

Item 2.        Management's Discussion and Analysis fo Financial 
               Condition and Results of Operations..............................6


PART II        OTHER INFORMATION 

Item 3.        Defaults Upon Senior Securities..................................9

Item 4.        Submission of Matters to a Vote of Security Holders..............9

Item 5.        Other Information................................................9

Item 6.        Exhibits and Reports on Form 8-K.................................10



SIGNATURES     .................................................................11

</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                     PART I
                              FINANCIAL INFORMATION
Item 1. Financial Statements

                      ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                               (In U. S. Dollars)

                                                                           June 28,         December 31,
                                                                             1998               1997
                                                                        (Unaudited)
                                                                   -------------------    ------------------
<S>                                                              <C>                      <C>  
Assets
Current assets:
  Cash and cash equivalents                                      $      15,978,646               13,597,581
  Receivables
     Trade accounts, less allowance for doubtful accounts               16,174,960               14,343,265
     Other receivables                                                   3,602,281                1,872,747
                                                                   -------------------    ------------------
                       Total receivables                                19,777,241               16,216,012
                                                                   -------------------    ------------------

  Investment security                                                      -                      2,080,000
  Inventories, net                                                      10,698,582               12,696,705
  Prepaid expenses                                                       2,684,529                  809,109
                                                                   -------------------    ------------------
                       Total current assets                             49,138,998               45,399,407

Property, plant and equipment, net                                      28,261,375               28,503,121
Other assets, net                                                          679,648                  742,644
                                                                   -------------------    ------------------
                                                                 $      78,080,021               74,645,172
                                                                   ===================    ==================

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                                               $       6,142,370                4,337,223
  Accrued expenses                                                       3,946,141                3,854,638
  Current obligations of capital leases                                    382,115                  496,190
  Taxes payable                                                          1,495,940                1,306,126
  Deferred income taxes, net                                             3,581,899                3,581,899
  Due to related parties                                                    24,681                   45,480
                                                                   -------------------    ------------------
                       Total current liabilities                        15,573,146               13,621,556

Capital lease obligations, excl. current obligations                       239,769                  654,462
Other liabilities                                                          302,953                  258,988
Deferred income taxes, net                                               3,547,755                3,078,486
                                                                   -------------------    ------------------
                       Total liabilities                                19,663,623               17,613,492

Stockholders' equity:
  Preferred stock, authorized 50,000,000 shares, none issued
    or  outstanding                                                        -                          -
  Common stock, 22,400,000 shares authorized, 7,400,000 issued,
    and 7,350,000 and 7,381,500 shares outstanding at
    June 28, 1998 and December 31, 1997, respectively                   35,010,468               35,010,468
       
  Retained earnings                                                     23,843,883               22,236,212
  Treasury stock, 50,000 and 18,500 shares at June 28, 1998
       and December 31, 1997, respectively, at cost                       (437,953)                (215,000)
                                                                                         
                                                                   -------------------    -------------------
                                                                        58,416,398               57,031,680
                                                                   -------------------    -------------------
                                                                   $    78,080,021               74,645,172
                                                                   ===================    ===================
<FN>
    See accompanying notes to consolidated financial statements.
</FN>
</TABLE>


                                       1
<PAGE>

<TABLE>
<CAPTION>



                      ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                       Consolidated Statements of Earnings
                               (In U. S. Dollars)


                                                            13 weeks ended                    26 weeks ended
                                                   --------------------------------  ---------------------------------
                                                      June 28,         June 29,          June 28,         June 29,
                                                        1998             1997             1998              1997
                                                    (Unaudited)      (Unaudited)       (Unaudited)      (Unaudited)
                                                   ---------------  ---------------  ----------------  ---------------

<S>                                              <C>                <C>              <C>               <C>  
Net sales                                        $     30,667,807       33,826,874        58,973,565       67,642,145              
Cost of sales                                          26,734,363       28,559,425        51,842,901       57,940,852    
                                                   ---------------  ---------------  ----------------  ---------------
       Gross Profit                                     3,933,444        5,267,449         7,130,664        9,701,293
                                                   ---------------  ---------------  ----------------  ---------------
                                                   
Operating expenses:                                                                           
       General and administrative                       1,955,746        2,150,765         3,947,308        4,029,095         
       Selling                                            432,312          193,351           743,464          345,127
       Research & development                             496,019             -              989,621            -
                                                   ---------------  ---------------  ----------------  ---------------             
         Total operating expenses                       2,884,077        2,344,116         5,680,393        4,374,222       
                                                   ---------------  ---------------  ----------------  ---------------             
         Operating income                               1,049,367        2,923,333         1,450,271        5,327,071              
                                                   ---------------  ---------------  ----------------  ---------------             

Other income (expense):
          Interest income                                 252,594           83,520           483,390          122,970
          Interest expense                                (44,996)         (50,918)          (89,457)        (101,156)
          Other, net                                       79,011          132,773           420,121          221,063
                                                   ---------------  ---------------  ----------------  ---------------
               Total other income                         286,609          165,375           814,054          242,877
                                                   ---------------  ---------------  ----------------  ---------------
               Income before income taxes               1,335,976        3,088,708         2,264,325        5,569,948
                                                      
          Income tax provision                            378,149          958,387           656,654        1,752,383
                                                   ---------------  ---------------  ----------------  ---------------         
               Net income                        $        957,827        2,130,321         1,607,671        3,817,565
                                                   ===============  ===============  ================  ===============
                                     
           Basic and diluted earnings per
            common share                         $           0.13             0.29              0.22             0.52
           Weighted average shares outstanding          7,365,865        7,400,000         7,367,042        7,400,000
                                                   ===============  ===============  ================  ===============

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                       2
<PAGE>


<TABLE>
<CAPTION>


                                ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                                Consolidated Statements of Cash Flows
                                          (In U. S. Dollars)



                                                                                26 weeks ended
                                                                    -----------------------------------
                                                                        June 28,           June 29,
                                                                         1998                1997
                                                                     (Unaudited)          (Unaudited)
                                                                    ---------------      --------------
<S>                                                               <C>                       <C>    
Cash flows provided by operating activities:
   Net income                                                     $      1,607,671           3,817,565
                                                                         
   Adjustments to reconcile net income to net cash 
     provided by operating activities:
            Depreciation and amortization                                2,056,450           2,025,245
            Allowance for doubtful trade accounts receivable               167,844              33,680
            Allowance for excess and obsolete inventory                   (326,304)            (35,991)                             
            Deferred income taxes, net                                     469,269           1,587,316
            Loss on disposal of property, plant and equipment              163,438              70,642                             
            Change in assets and liabilities:                                          
             Trade account receivable                                   (1,999,539)         (3,909,349)
             Other receivables                                          (1,729,534)            937,795
             Inventories                                                 2,324,427           5,548,373                       
             Prepaid expenses                                           (1,875,420)           (363,533)                            
             Other assets                                                   33,804              29,497                             
             Accounts payable                                            1,805,147          (3,009,527)                            
             Accrued expenses, taxes payable and                                          
              due to related parties                                       260,518           1,001,716                             
             Other liabilities                                              43,965              41,317                              
                                                                   ---------------      --------------  
    Net cash provided by operating activities                            3,001,736           7,774,746     
                                                                   ---------------      --------------                             
                                                                    
Cash flows used by investing activities:
             Proceeds from the sale of investment security               2,080,000             -
             Purchase of property, plant and equipment                  (2,208,965)         (1,466,339)
             Proceeds from disposal of equipment                          -                    153,066
                                                                    ---------------      -------------- 
                      Net cash used by investing activities               (128,965)         (1,313,273)
                                                                    ---------------      --------------      
                                                                 
Cash flows used by financing activities:
             Principal repayments of capital lease obligations            (268,753)           (301,760)
             Purchase of treasury stock                                   (222,953)             -
                                                                    ---------------      --------------
                     Net cash used by financing activities                (491,706)           (301,760)
                                                                    ---------------      --------------

Net increase in cash and cash equivalents                                2,381,065           6,159,713

Cash and cash equivalents, beginning of period                          13,597,581           6,269,825
                                                                    ---------------      --------------

Cash and cash equivalents, end of period                          $     15,978,646          12,429,538
                                                                    ===============      ==============
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                       3
<PAGE>





                      ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                (In U.S. Dollars)
                                  June 28, 1998
                                   (Unaudited)
                                        
                      
                                                           
(1) General
        The  consolidated  financial  statements  of Elamex,  S.A. de C.V.,  and
  subsidiaries ("Elamex" or the "Company") are unaudited and certain information
  and footnote  disclosures  normally included in financial statements have been
  omitted.  While the  management of the Company  believes that the  disclosures
  presented are adequate,  interim  consolidated  financial statements should be
  read in  conjunction  with the  consolidated  financial  statements  and notes
  included in the Company's 1997 annual report on Form 10-K.

        In the opinion of management,  the accompanying  unaudited  consolidated
  financial statements contain all normal recurring  adjustments necessary for a
  fair presentation of the Company's  consolidated  financial statements for the
  interim period. The results of operations for the twenty-six week period ended
  June 28, 1998 are not necessarily indicative of the results to be expected for
  the entire year.

(2) Inventories
      Inventories consist of the following:
<TABLE>
<CAPTION>

                                                                           June 28,         December 31,
                                                                             1998               1997
                                                                        ---------------    ---------------
                   <S>                                                <C>                  <C>    
                   Raw materials                                      $      9,974,834         10,732,767
                   Work-in-process                                             808,486          1,213,553
                   Finished goods                                            1,353,324          2,467,932
                                                                        ---------------    ---------------
                                                                            12,136,644         14,414,252

                   Reserve for excess and obsolete inventory               (1,438,062)         (1,717,547)
                                                                        ---------------    ---------------
                                                                      $     10,698,582         12,696,705
                                                                        ===============    ===============
</TABLE>

(3) Foreign Currency Translation
        Included in "other, net" on the accompanying  consolidated statements of
  operations  is a foreign  exchange  gain of $73,744 and a $17,309 loss for the
  twenty-six  week periods ended June 28, 1998 and June 29, 1997,  respectively.
  Assets and liabilities denominated in pesos are summarized as follows in U. S.
  dollars:
<TABLE>
<CAPTION>

                                                                         June 28,        December 31,
                                                                           1998              1997
                                                                      ----------------  ----------------
                    <S>                                             <C>                 <C> 
                    Cash and cash equivalents                       $         271,638           356,848
                    Other receivables                                       2,030,326           690,906
                    Prepaid expenses                                          244,075           248,609
                    Other assets, net                                         155,983            80,249
                    Accounts payable                                          (93,822)         (376,168)
                    Accrued expenses
                    and other                                              (3,388,442)       (2,547,084)
                    liabilities
                                                                      ----------------  ----------------
                    Net non-U.S. currency position                  $       (780,242)       (1,546,640)
                                                                      ================  ================
</TABLE>

                                       4
<PAGE>




                     ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                (In U.S. Dollars)
                                  June 28, 1998
                                   (Unaudited)



(4) Research and Development
         In January 1998,  the Company  agreed to purchase  2,525,000  shares of
Series A 9%  Cumulative  Convertible  Preferred  Stock  ("Preferred  Stock")  of
Optimag, Inc.  ("Optimag"),  a California  corporation.  A majority of the Board
members of Optimag are Elamex directors.

         Optimag  was  formed  to  develop,   manufacture,  and  market  optical
inspection stations and electrical test equipment to companies that produce disk
drive heads,  magnetic media,  and optical heads and optical media.  The Company
has agreed to  purchase  the  Preferred  Stock in a  three-part  transaction  as
follows:

     In January 1998, the Company signed the Preferred Stock Purchase  Agreement
     and purchased  637,500 shares of Preferred  Stock for $1.00 per share which
     are convertible into common stock 1 for 1.

     Because  certain  performance  targets were met, in March 1998, the Company
     purchased an  additional  637,500  shares of  Preferred  Stock at $1.00 per
     share.

     Upon  completion of certain  benchmarks  and several  prototype  inspection
     stations,  the Company will purchase in tranches,  an additional  1,250,000
     shares of Preferred  Stock at $1.00 per share.  After  conversion to common
     stock, the Company will own a minimum of 51% of the common stock.

          The Company has consolidated the operations of this investment.  As of
June 1998, approximately $1.0 million have already been expensed.

(5) Income Taxes
        Pursuant  to  Statement  of  Financial  Accounting  Standards  No.  109,
  Accounting  for Income Taxes ("FAS  109"),  the Company has  estimated  income
  taxes using an overall expected  effective tax rate of  approximately  29% for
  the twelve months ended December 31, 1998.  The actual  effective tax rate for
  the year ended  December 31, 1998 may differ from that used to estimate  taxes
  on June 28, 1998.  In addition,  during the quarter  ended June 28, 1998,  the
  Company reduced a previously recorded valuation allowance related to asset tax
  carry forwards by approximately $220,000.

(6) Basic Earnings per Share
        Basic  Earnings  per share on common  stock  ("EPS") for the  twenty-six
  weeks ended June 28, 1998 and June 29, 1997 were calculated using the weighted
  average number of common shares  outstanding.  The weighted  average number of
  common shares  outstanding  for the twenty-six week period ended June 28, 1998
  was 7,367,042, and the weighted average number of shares used to determine EPS
  at June 29, 1997 was 7,400,000. The company has no dilutive securities.

(7) Subsequent Events
     On July 14,  1998,  the  Company  formed a joint  venture  ("JV"),  with GE
International  Mexico,  S.A. de C.V. ("GE") a subsidiary of the General Electric
Company,  to produce  plastic  molding and stamped  metal  components in Juarez,
Mexico.  The  Company  will  contribute  its current  plastic  molding and metal
stamping  operations  to the JV, of which it will own 50.1%,  with GE owning the
remaining 49.9%. As of June 28, 1998, the plastics and metal stamping operations
had total net assets of approximately  $5.0 million.  In connection with the JV,
GE will receive a 3-year warrant to purchase up to 6.3% of Elamex's common stock
exercisable at $7.81 per share subject to anti-dilution provisions and will have
a representative  on Elamex's Board. The JV will begin with a $10 million dollar
commitment of business from General Electric, expected to increase over the next
year.  In  addition  to  supporting  GE,  the  JV  will  continue  to  look  for
opportunities within Elamex's client base.


                                       5
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

  General
         The  following  table  sets  forth  statement  of  earnings  data  as a
percentage of net sales, derived from Consolidated Financial Statements included
elsewhere herein, for each period presented, unless otherwise indicated.

<TABLE>
<CAPTION>

                                                                           Percentage of Net Sales
                                                                                 (Unaudited)

                                                           Thirteen weeks ended              Twenty-six weeks ended
                                                         June 28          June 29          June 28           June 29
                                                           1998             1997             1998              1997
<S>                                                      <C>              <C>              <C>               <C>    
Net sales...........................................      100.0%           100.0%           100.0%            100.0%
Cost of sales.......................................       87.2             84.4             87.9              85.7
Gross profit........................................       12.8             15.6             12.1              14.3
Selling, general and administrative expenses........        7.8              7.0              8.0               6.5
Research and development............................        1.6              0.0              1.7               0.0
Operating income....................................        3.4              8.6              2.4               7.9
Other income........................................        0.9              0.5              1.4               0.4
Income before income taxes..........................        4.4              9.1              3.8               8.3
Income tax provision................................        1.2              2.8              1.1               2.6
Net income .........................................        3.1              6.3              2.7               5.7
</TABLE>


         Net Sales for the thirteen  weeks ended June 28, 1998 decreased 9.3% to
$30.7 million from $33.8 million for the  comparable  period in 1997.  Net sales
for the twenty-six  weeks ended June 28, 1998  decreased  12.8% to $59.0 million
from $67.6 million for the same period in 1997. The decrease is primarily due to
the  completion  of  projects and to fluctuations  in demand from certain  other
customers,  however, these were partially offset by sales to new customers.  For
the thirteen week and twenty-six week periods ended June 28, 1998, the Company's
assembly sales slightly declined.  Turnkey sales also dropped as compared to the
same period of 1997.

         Gross Profit  decreased  25.3% to $3.9 million or 12.8% as a percentage
of sales,  for the  thirteen  weeks  ended June 28,  1998,  as  compared to $5.3
million  or 15.6% as a  percentage  of sales,  for the same  period of the prior
year.  Gross profit  decreased  26.5% to $7.1 million for the  twenty-six  weeks
ended June 28, 1998 from $9.7  million  for the same  period in 1997.  The gross
profit decrease was due to an increase in labor cost as there was only a partial
exchange  rate  compensation  of the labor rate increase at the beginning of the
year,  in  addition  to a change  in the  business  structure  of some  assembly
contracts and the loss of turnkey sales as explained above.

         Selling,  General and Administrative  (SG&A) Expenses increased 1.9% to
$2.4  million  for the  thirteen  weeks  ended June 28,  1998,  compared to $2.3
million for the same  period of the prior year.  SG&A  Expenses  increased  as a
percentage of sales to 7.8% for the thirteen weeks ended June 28, 1998, compared
to 7.0% for the  thirteen  weeks ended the same period in 1997.  The increase in
SG&A Expenses reflects  additional  staffing and infrastructure in the sales and
marketing areas for the thirteen and twenty six weeks ended June 28, 1998.

         Research and  Development  (R&D)  represents 1.6% and 1.7% of sales for
the  thirteen  and twenty six weeks ended June 28,  1998,  respectively,  and is
directly attributed to the start-up of Optimag, Inc., a non-invasive  inspection
technology company, in which Elamex holds a majority interest.

         Operating  Income  decreased by 64.1% to $1.0  million,  or 3.4% of net
sales, for the thirteen weeks ended June 28, 1998, from $2.9 million, or 8.6% of
net sales, for the thirteen weeks ended June 29, 1997. The decrease in operating
income as a percentage  of sales was a result of the gross  profit  decrease and
the increase of SG&A Expenses  previously  mentioned for the thirteen and twenty
six week period ended June 28, 1998.

                                       6
<PAGE>

         Income tax provision  decreased to $0.4  million,  or 1.2% of net sales
for the  thirteen  weeks ended June 28,  1998,  from $1.0 million or 2.8% of net
sales for the thirteen  weeks ended June 29, 1997.  The estimated  effective tax
rate at June 28, 1998 was 29%,  compared to 31% for the same period  ended 1997.
The income tax provision  does not include the benefit of  deductions  caused by
losses in Optimag,  Inc. a U.S. company.  For financial  reporting  purposes,  a
valuation  allowance  was  established  for the full amount of the  deferred tax
asset related to this net operating loss  carryforward.  The difference  between
the  estimated  tax rate of 29% and the  statutory  tax rate of 34% for 1998, is
caused primarily by negative  inflationary effects. The income tax provision was
also  reduced  by  approximately  $220,000  due to a  reduction  in a  valuation
allowance  related  to asset  tax  credit  carryforwards.  At June 28,  1998 the
Company expected that income levels for certain companies with asset tax credits
would be sufficient to fully utilize such credits.

Liquidity and Capital Resources

         The Company's  working  capital needs  (defined as inventory plus trade
and other accounts receivable, minus accounts payable) showed a slight reduction
for this period.  At December 31, 1997, the Company had working capital of $24.6
million  compared to $24.3 million at June 28, 1998.  This decrease was due to a
reduction in inventories partially offset by an increase in accounts payable.

         For the thirteen  weeks ended June 28,  1998,  the company had net cash
provided by operating activities of $3.0 million which consists of net income of
$1.6 million plus  depreciation and amortization of $2.1 million,  a decrease of
inventories of $2.3 million, a decrease in accrued and other liabilities of $0.3
million,   an  increase  in  accounts   payable  of  $1.8  million,   and  other
miscellaneous  reductions of $0.3 million,  offset by an increase in receivables
of $3.7 million and prepaid expenses of $1.9 million.

         Cash  provided  by  operating  activities  financed  additions  of $2.2
million  of  property,  plant,  and  equipment.  It also  provided  cash for the
repayment of capital lease obligations, and purchase of treasury stock.

         The Company had the following lines of credit,  outstanding borrowings,
and significant capital leases at June 28, 1998:

<TABLE>
<CAPTION>

                                                      Amount             Interest
Lender or                                         Outstanding at          Rate at
Class of Securities               Type             June 28, 1998       June 28, 1998     Maturity Date
- -------------------               ----             -------------       -------------     -------------
<S>                      <C>                         <C>                  <C>           <C>    
Comerica Bank            $10 million Line of                                       
                         Credit                      $   -                 9.00%         May 1, 1999

Bank of America          $10 million Line of                                       
   N.T. & S.A.           Credit                          -                 8.91%         December 15, 1999

Norwest Bank El Paso     $5 million Line of                                 
                         Credit                          -                 8.50%         December 6, 2001
GE Financial             Capital Lease               $ 621,884             7.92%         December 15, 1999
                                                     ----------
     Total                                           $ 621,884

</TABLE>
      

         Under its several credit agreements,  Elamex has committed to maintain:
(a) a debt  service  coverage  ratio of 1.3,  (b) a current  ratio no lower than
1.25, (c) a leverage ratio (defined as the ratio of senior  indebtedness  to the
sum of capital  plus  subordinated  indebtedness)  no  greater  than 1.5 and (d)
equity plus subordinated  indebtedness of no less than $18 million.  The Company
may not invest in or advance significant amounts to other companies that are not
a party to one of the debt agreements.  As of June 28, 1998 the Company believes
it  was  in  compliance  with  all  material   covenants  related  to  its  debt
obligations.

Research and Development

         In January 1998,  the Company  agreed to purchase  2,525,000  shares of
Series A 9%  Cumulative  Convertible  Preferred  Stock  ("Preferred  Stock")  of
Optimag,  Inc.  ("Optimag"),  a  California  corporation.  Optimag was formed to
develop, manufacture, and market optical inspection stations and electrical test
equipment to  companies  that produce  disk drive  heads,  magnetic  media,  and
optical heads and optical  media.  The Company  agreed to purchase the Preferred
Stock in a three-part transaction subject to certain peformance targets. 

                                       7
<PAGE>

At June 28, 1998, the Company had purchased  1,275,000 shares of Preferred Stock
for $1.00  per  share  which are  convertible  into  common  stock 1 for 1. Upon
completion of certain benchmarks and several prototype inspection stations,  the
Company will purchase in three tranches, the final 1,250,000 shares of Preferred
Stock at $1.00 per share. After conversion to common stock, the Company will own
a minimum of 51% of the common stock. At June 1998,  approximately  $1.0 million
have already been expensed.

Year 2000 Issue

     During 1997,  the Company  began a  corporate-wide  system  conversion to a
software  system  that is Year 2000  compliant.  The  Company is also  currently
evaluating  all systems that it believes  are  sensitive to the Year 2000 issue.
The  conversion  and  systems  evaluation  will cover all  significant  computer
applications of the Company.  Implementation and final evaluation of all systems
is expected  in early Fall 1998.  The Year 2000 issues is the result of computer
programs  being  written  using  two  digits  rather  than  four to  define  the
applicable  year.  The  Company  presently  believes  that,  with  the  upgrades
currently  in  progress,  the  Year  2000  problem  will  not  pose  significant
operational problems.

Forward Looking Comments

         This form 10-Q includes  forward-looking  statements that involve risks
and  uncertainties,  including,  but not limited to, risks  associated  with the
company's  future  growth  and  profitability,  the  ability  of the  Company to
continue to increase  sales to existing  customers  and to new customers and the
effects of competitive and general economic conditions.


                                       8
<PAGE>





                                     PART II
                                OTHER INFORMATION

Item 3. Defaults Upon Senior  Securities

         Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

         No matters  were  submitted  to a vote of Security  Holders  during the
period covered by this report.

Item 5. Other Information

         Elamex,  S.A. de C.V. intends to provide periodic reports  according to
Section 13 of the  Securities  Exchange Act of 1934,  as amended,  and the rules
promulgated thereunder. It expects that its annual reports will be filed on Form
10-K,  quarterly  reports  on Form 10-Q and  current  reports  on Form  8-K,  or
equivalent  forms,  following the customary time deadlines  therefor;  but, as a
foreign private  issuer,  it is entitled to report on Form 20-F and Form 6-K and
it hereby  reserves all of its rights to use such forms or their  equivalent  as
permitted for such an issuer under applicable laws, rules and regulations.



                                       9
<PAGE>

Item 6. Exhibits and Reports on Form 8-K.
<TABLE>
<CAPTION>


         (a)      Exhibits

     Exhibit                                                   Description
     Number
<S>       <C>    
 3         Estatutos Sociales (By-Laws) of the Registrant (including English translation).*

* Filed as an exhibit to the Company's Registration Statement on Form S-1, file No. 333-01768


           (b) No reports on Form 8-K were filed during the period covered by this report.

</TABLE>

                                       10
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in Ciudad Juarez, Chihuahua, Mexico.

                                                    ELAMEX, S.A. de C.V.

Date: August 12, 1998                       By:      /s/ HECTOR RAYNAL
                                                     -----------------
                                                      Hector M. Raynal
                                           President and Chief Executive Officer
                                                 (Duly Authorized Officer)



Date: August 12, 1998                       By:     /s/ CARLOS MARTENS
                                                    ------------------
                                                     Carlos D. Martens
                                               Vice-President of Finance and
                                                  Chief Financial Officer



                                       11

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0001009302
<NAME>                        ELAMEX, S.A. DE C.V.
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 MAR-30-1998
<PERIOD-END>                                   JUN-28-1998
<CASH>                                         15,979
<SECURITIES>                                   0
<RECEIVABLES>                                  19,777
<ALLOWANCES>                                   0
<INVENTORY>                                    10,699
<CURRENT-ASSETS>                               49,139
<PP&E>                                         44,894
<DEPRECIATION>                                 16,633
<TOTAL-ASSETS>                                 78,080
<CURRENT-LIABILITIES>                          15,573
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       35,010
<OTHER-SE>                                     23,406
<TOTAL-LIABILITY-AND-EQUITY>                   78,080
<SALES>                                        30,668
<TOTAL-REVENUES>                               30,668
<CGS>                                          26,734
<TOTAL-COSTS>                                  2,884
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                1,336
<INCOME-TAX>                                   378
<INCOME-CONTINUING>                            958
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   958
<EPS-PRIMARY>                                  .13
<EPS-DILUTED>                                  .13
        

</TABLE>


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