U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED AUGUST
31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM __________ TO __________.
COMMISSION FILE NUMBER 0-10093
AMERICAN METALS SERVICE, INC.
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(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
FLORIDA 59-1224913
- ------------------------------- ------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
376 MAIN STREET, P. O. BOX 74, BEDMINSTER, NEW JERSEY 07921
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER: (908) 234-0078
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
NONE
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS)
CHECK WHETHER ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR
15(D) OF THE EXCHANGE ACT DURING THE PAST 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
CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB OR ANY
AMENDMENT TO THIS FORM 10-KSB.
YES X NO
ISSUER'S REVENUES FOR THE FISCAL YEAR ENDED AUGUST 31, 1996 WERE APPROXIMATELY
$135,000.
AS OF OCTOBER 31, 1996, THERE WERE 1,958,983 SHARES OF THE REGISTRANT'S COMMON
STOCK, $.01 PAR VALUE, ISSUED AND OUTSTANDING.
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT AS OF OCTOBER 31, 1996, WAS APPROXIMATELY $995,000.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT YES NO X
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
<PAGE>
Item 7. FINANCIAL STATEMENTS:
---------------------
Report of Independent Public Accountants
Balance Sheet at August 31, 1996
Statements of Operations
for the years ended August 31, 1996 and 1995
Statements of Stockholders' Equity for the
years ended August 31, 1996 and 1995
Statements of Cash Flows for the years ended
August 31, 1996 and 1995
Notes to Financial Statements
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of American Metals Service, Inc.
We have audited the accompanying balance sheet of American Metals Service,
Inc. as of August 31, 1996 and the related statements of operations,
stockholders' equity and cash flows for the years ended August 31, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of American Metals
Service, Inc. as of August 31, 1996 and the results of its operations and cash
flows for the years ended August 31, 1996 and 1995 in conformity with generally
accepted accounting principles.
/s/ Coopers & Lybrand, L.L.P.
- --------------------------------
Princeton, New Jersey
November 15, 1996
<PAGE>
<TABLE>
<CAPTION>
AMERICAN METALS SERVICE, INC.
BALANCE SHEET
($000 Omitted)
August 31,
1996
----------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,090
-------
Total current assets $ 2,090
=======
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accrued liabilities $ 25
-------
Total current liabilities 25
-------
Stockholders' equity:
Common stock, $.01 par value, 6,000,000
shares authorized, 1,959,116
issued and outstanding 20
Additional capital in excess of par value 3,062
Accumulated deficit ( 1,017)
-------
Total stockholders' equity 2,065
-------
Total liabilities and stockholders'
equity $ 2,090
=======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN METALS SERVICE, INC.
STATEMENT OF OPERATIONS
($000 Omitted, except per share data)
Year Ended August 31,
1996 1995
------- -------
<S> <C> <C>
Revenues:
Interest income $ 105 $ 110
Other income 30 4
------- -------
135 114
------- -------
General and administrative
expense 81 89
------- -------
Operating income 54 25
------- -------
Income before income taxes 54 25
Income taxes - -
------- -------
Net income $ 54 $ 25
======= =======
Net income per common share $ .03 $ .01
======= =======
Weighted average number of shares
outstanding 1,959 1,959
======= =======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(000 Omitted)
Additional
Capital in Total
Common Stock Excess of Accumulated Stockholders'
---------------------- Par Value Deficit Equity
Shares Par Value --------- ----------- --------------
------ ---------
<S> <C> <C> <C> <C> <C>
Balance at
August 31,
1994 1,959 $ 20 $ 3,062 ($ 1,096) $ 1,986
Net income - - - 25 25
Balance at
August 31, ----- ------ ------- ------- -------
1995 1,959 20 3,062 ( 1,071) 2,011
Net income - - - 54 54
Balance at
August 31, ----- ------ ------- ------- -------
1996 1,959 $ 20 $ 3,062 ( $ 1,017) $ 2,065
===== ====== ======= ======= =======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF CASH FLOWS
($000 Omitted)
For the year ended August 31,
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by
operating activities $ 65 $ 12
-------- --------
Cash flows from investing activities:
U.S. Treasury securities
transactions $ - 1,580
-------- --------
Net cash provided by investing
activities - 1,580
-------- --------
Net increase in cash and
cash equivalents 65 1,592
Cash and cash equivalents at beginning
of year 2,025 433
-------- --------
Cash and cash equivalents at end
of year 2,090 2,025
======== ========
Reconciliation of net income to net
cash provided by operating
activities:
Net income $ 54 $ 25
Adjustments to reconcile net income
to net cash provided by operating
activities:
(Decrease) increase in accrued
liabilities 11 ( 13)
-------- --------
Net cash provided by operating
activities $ 65 $ 12
======== ========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
AMERICAN METALS SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - CORPORATE OPERATIONS
- -----------------------------
American Metals Service, Inc. (the "Company") has liquidated its operating
assets and is seeking the acquisition of an operating business. Until the fourth
quarter of fiscal 1992, the Company was engaged in the wholesale distribution of
aluminum alloys, steel and other specialty metals.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Cash Equivalents
- ----------------
The Company considers all U.S. Treasury securities purchased with an
original maturity of three months or less to be cash equivalents.
Net Income Per Common Share
- ---------------------------
Net income per common share is calculated based on the weighted average
number of common shares outstanding during each year. The effect of outstanding
stock options is antidilutive.
Basis of Presentation
- ---------------------
The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent liabilities and assets at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Reclassifications
- -----------------
Certain reclassifications have been made to prior year's financial
statements to conform to the current year's presentation.
NOTE 3 - NOTE RECEIVABLE
- ------------------------
On December 3, 1992, the Company loaned $250,000 to an unrelated, privately
owned corporation (the "Borrower"). The loan carried interest at 18%, was
collateralized by a security interest in the Borrower's accounts receivable and
inventory and was guaranteed by the Borrower's sole stockholder and his wife
("Guarantors"). Management of the Company was engaged in acquisition discussions
with the Borrower at the time of the loan, but such discussions were
subsequently terminated. The loan matured on April 3, 1993, and the Borrower
advised the Company that it was unable to pay the principal amount. On June 16,
1993, the Borrower filed a petition for reorganization under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court in the District of Nevada,
and subsequently the Guarantors also filed under Chapter 11. The Company
evaluated the collateral, and based on its evaluation, provided an allowance for
collectibility for the outstanding balance. During the fiscal year ended August
31, 1996 the Company recorded $30,000 of other income by the sale of assets of
the bankrupt borrower.
<PAGE>
NOTE 4 - INCOME TAXES
- ----------------------
The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting For Income Taxes" ("SFAS 109") in the fiscal year ended August 31,
1994. SFAS 109 required the Company to adopt the asset and liability method of
accounting for income taxes. Under the asset and liability method, deferred
income taxes are recognized for the tax consequences of "temporary differences"
by applying enacted statutory tax rates applicable to future years to
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities. At the adoption date of SFAS 109 (September
1, 1993), the net deferred tax asset of the Company was composed principally of
the tax effects of net operating loss carryforwards. Due to the uncertainty of
realizing this asset, a valuation allowance of an equal amount was established.
At August 31, 1996, the Company had net operating loss carryforwards
("NOLs") for income tax purposes of approximately $3.8 million available to
offset future U.S. taxable income. Because of the substantial change in the
Company's ownership in fiscal 1992, a substantial portion of the pre-change net
operating losses of the Company may be deferred by virtue of Section 382 of the
Internal Revenue Code ("IRC"), beyond the 15-year carryover period allowed under
IRC Section 172 and, therefore, lost to the Company. This limitation should not
affect the Company's future provisions for payments of Federal income tax unless
the Company's operations produce significantly increased amounts of annual
pre-tax accounting income or taxable income.
The NOLs expire beginning in the year 2000.
The tax effects of significant items composing the Company's net deferred
tax asset as of August 31, 1996 are as follows (in $000):
<TABLE>
<S> <C>
Deferred tax asset:
Federal NOLs $ 1,293
=======
Valuation allowance ($ 1,293)
=======
Net deferred tax asset $ -
=======
</TABLE>
NOTE 5 - STOCK OPTION PLANS
- ---------------------------
In August 1983, the Company adopted an incentive stock option plan covering
100,000 shares exercisable for a period of ten years from the date of grant.
There were no options granted, exercised or cancelled under the incentive stock
option plan in the fiscal years ended August 31, 1996 and 1995. One hundred
thousand shares were available for grant at August 31, 1996.
On January 4, 1993, the Board of Directors granted to one of the Company's
officers (currently a director) a non-qualified option to purchase 20,000 shares
of the Company's common stock at $.80 per share (the market value on the date of
grant). The option has a term of five years and is currently exercisable.
<PAGE>
NOTE 6 - RELATED PARTY TRANSACTIONS
- -----------------------------------
The Company retains the firm of Rosenman & Colin for certain legal
services. The wife of the Chairman of the Board and President is of counsel to
that firm and has billed the Company approximately $1,000 and $12,000 for each
of the fiscal years ended August 31, 1996 and 1995 respectively.
The Company paid a management fee to Kent of $50,000 in 1996 and 1995 for
management services performed for the Company by Kent personnel. These services
included corporate governance, financial management, and accounting services.
Kent is the indirect parent of Asset Value Holdings, Inc., which was the
beneficial owner of 14% of the Company's common stock at August 31, 1996. This
fee was based on Kent's estimated costs, and the Company believes the cost
allocation is reasonable under the circumstances.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN METALS SERVICE, INC.
/s/ Mark Koscinski
Dated: December 3, 1996 By: -------------------------------
Mark Koscinski
Vice President and Secretary
(Principal Accounting and
Financial Officer)
