U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
October 31, 1996 1-8289
ASTRO COMMUNICATIONS, INC.
(Name of Small Business Issuer in Its Charter)
Oklahoma 73-0973183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
c/o Steven A. Hirsh
2 N. LaSalle St. Suite 400
Chicago, IL 60602
(Address of principal executive office) (Zip Code)
Issuer's telephone number, including area code: (312) 621-0653
Securities registered pursuant to Section 12 (b) of the Exchange Act: None
Securities registered pursuant to Section 12 (g) of the Exchange Act: None
Check whether the 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, is not 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. [X].
The issuer's revenues for its most recent fiscal year were $4,756,067.
The aggregate market value of the voting stock held by non-affiliates of the
registrant at January 9, 1997 was $2,355,600.
The number of shares of common stock, $0.01 par value, outstanding at January 9,
1997 was 4,241,856.
Documents incorporated by reference: None
Transitional small business disclosure format. YES __ NO X
Page 1 of 26
* Exhibit index starts on page 25
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Astro Communications, Inc. ("Astro" or "the Company") through one or more of its
subsidiaries, has been engaged in business since 1965. During the year ended
Sept. 30, 1985, Astro liquidated its assets which were utilized in connection
with the conduct of its onshore drilling and well servicing activity. In October
1985, Astro acquired the National Association for Female Executives ("NAFE").
The assets of NAFE were sold for $6,050,000 cash on October 25, 1994.
During 1991, Astro acquired 99.5% of the outstanding stock of Unilux, Inc.
("Unilux"). Unilux, Inc. is located in Hackensack, New Jersey and since 1967 has
been engaged in the manufacture and sale of high intensity strobe lighting used
to create special effects for the production of television commercials and for
industrial inspection of high speed flat rolled products. Unilux sells on a
world wide basis. A significant portion of Unilux's sales come from the sale of
spare parts and lamps which account for almost 16% of annual sales. Unilux has
spent approximately 7% of its revenue on research and development in each of the
past two years and expects to increase such spending in the current fiscal year.
See: Note 12 to Consolidated Financial Statements.
The cash purchase price for Astro's interest in Unilux approximated $1,600,000,
Unilux's book value on June 30, 1990. In addition, contingent payments will be
made annually over the next ten years following the purchase based on future
earnings of Unilux. Contingent payments to former Unilux stockholders will be
made on an annual basis during the ten year period provided Astro has received
Unilux earnings in the amount of $300,000 during each such year on a cumulative
basis (the "Threshold Amount"). In the event Unilux does not earn the Threshold
Amount during any year (a "Deficiency Year"), Unilux's earnings from subsequent
years (a "Subsequent Year") will first be applied for purposes of reaching the
Threshold Amount, with the balance of such earnings being applied for purposes
of calculating the contingent payment. In the event Astro reaches the Threshold
Amount during any year, former Unilux stockholders will be entitled to receive
100% of the next $400,000 of Unilux's earnings, and 50% of Unilux's earnings in
excess of $700,000.
Certain stockholders of Astro had ownership interests in Unilux and the table
below indicates the percent of holdings mutual principal stockholders of each
company held as of the acquisition date. The holdings include interests held by
immediate family members of each principal stockholder.
Astro Unilux
Irving B. Harris 32.2% 55.9%
Steven A. Hirsh 6.3 16.7
Edward J. Rosenthal 5.2 11.8
Martin Bernstein 0.6 1.6
----- -----
Total 44.3% 86.0%
===== =====
COMPETITION
Unilux, Inc. faces competition from several manufacturers of strobe lighting,
many of whom have greater resources than Unilux. In addition, high speed
photography competes with special effect strobe lighting used in the production
of television commercials.
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GOVERNMENTAL REGULATION
Unilux, Inc. is engaged in businesses not significantly impacted by governmental
regulations and it is not anticipated that any legislation will be passed in the
near future which would adversely impact its operations.
MARKETING
Unilux products are sold domestically through its own sales force and
internationally through non exclusive sales representatives. Unilux is a capital
goods manufacturer and, as such, could be adversely impacted by a recession in
the United States or by a world wide slowdown in business activity. In addition,
since Unilux serves specialty markets, there is always the possibility that
these niche markets will become more competitive. Unilux could also be adversely
impacted by new technologies which could change industrial inspection
techniques.
INVESTMENTS
During fiscal year 1995 the Company began to implement a plan to invest its
excess cash into a small number of diversified investments. On October 31, 1996,
the Company held investments with six operations, and the aggregate carrying
value of these investments totaled $1,541,332. This amount does not include the
Company's balances held in money market funds. Two of the investments
aggregating $500,000 were in the form of limited partnership interests and are
recorded at cost. Two of the investments aggregating $300,000 were in the form
of subordinated debentures with fixed coupons and either revenue or equity
participations. One other investment with a fair value of $108,000 was in a
mutual fund concentrating on European securities. The last investment was more
substantial and included common stock and convertible debentures of Complete
Management, Inc., a publicly held company listed on the American Stock Exchange.
On October 31, 1996, Astro held 8,333 shares of Complete Management, Inc. with a
fair value of $100,000 and a $400,000 8% convertible debenture of Complete
Management which was carried at a value of $533,333. This debenture is
convertible at $9.00 per share and the stock was trading at $14.50 on October
31, 1996. The shares underlying this investment are scheduled to be registered
in January, 1997, and the discount to market price reflects the fact that
Astro's underlying shares of Complete Management, Inc. were not freely tradeable
on October 31, 1996.
Management intends to continue this investment program and has made additional
investments in November and December of 1996. The Board of Directors has set
limits on how much can be invested in any single entity and has set limits on
how much can be invested in fully marketable securities without Executive
Committee approval. The program was established with the aim of earning a higher
rate of return than can typically be earned by investing excess cash in short
term money market funds. Several of the Company's investments are not marketable
and management tends to look for investment opportunities which are not
marketable. The program may be changed without stockholder approval. See: Notes
to Consolidated Financial Statements.
Earnings from these investments are not easily predictable and shareholders
should understand that the investment performance, either favorable or
unfavorable, in any year does not predict future performance. Astro's management
is experienced in these matters, but there can also be no assurance that
favorable investment opportunities will be available for future investment. The
aggregate carrying value of Astro's investments of $1,541,332 amounted to 23% of
Astro's total assets at October 31, 1996, and 37% of Astro's tangible assets at
that date.
3
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EMPLOYEES
As of January 9, 1997, Unilux had approximately 28 employees and considers
relations with its employees to be good. Employees are not unionized.
ITEM 2. DESCRIPTION OF PROPERTY
The principal manufacturing and executive office of Unilux is located in
Hackensack, New Jersey. This facility occupies 9,600 square feet under a lease
expiring on October 31, 1999. Unilux believes that this space is adequate for
its current needs.
ITEM 3. LEGAL PROCEEDINGS
There were no legal proceedings against the Company as of October 31, 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders by the Company
during the fourth quarter of the fiscal year covered by this report.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Currently, there is an "over-the-counter" trading market for the Company's
common stock, and quotations are published in the "pink sheets". The following
is the range of high and low bid prices for the Company's common stock for each
quarterly period for the two years ended October 31, 1996. These quotations
reflect inter-dealer prices, without markup or commission, and may not
necessarily represent actual transactions. Quarters are fiscal quarters.
Year Quarter High Low
1995 First $0.87 $0.75
Second $0.87 $0.75
Third $0.87 $0.81
Fourth $0.87 $0.81
1996 First $1.00 $.87
Second $1.12 $.87
Third $1.12 $1.00
Fourth $1.50 $1.12
No dividends have been paid since June 1980, and the Company is no longer
prohibited from paying dividends due to the payoff of a term loan. The Board of
Directors has no present intention of declaring any dividends.
On January 6, 1997, the Company had 342 stockholders of record.
On January 10, 1997, the most recent date for which a transaction was reported,
the high and low bid prices for the Company's common stock were $1.37 and $1.37,
respectively.
4
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1996 Versus 1995
Sales for Unilux in the year ended October 31, 1996, were $4,357,000 an increase
of 10% over the prior year's sales of $3,952,000. Most of the sales gain was
derived from the sales of Unilux System 1000 Video surface inspection systems
used by the steel industry. These systems are typically custom manufactured and
each systems sells for a price in excess of $100,000. Unilux's gross profit
margins were unchanged from year to year. However, by carefully controlling
general and administrative expenses which increased only 2.8% on a 10% sales
increase, Unilux's divisional income before taxes increased 30%.
Astro's investments generated income of $399,000 in the current year versus
$147,000 in the prior year. Unrealized gains accounted for $241,332 of the
investment income for the year. Of this amount $233,332 came from unrealized
gains on securities of Complete Management, Inc. Investment income accounted for
30% of income before taxes in fiscal year 1996 and 19% in 1995. This level of
investment gains may not be achievable in future years.
Due to the sales increase at Unilux and the improved investment results of
Astro, income before taxes increased to $1,338,000 from $761,000 in the prior
year. This increase was 76%. Both the sales of Unilux System 1000's and Astro's
investments are volatile and there can be no assurance that earnings will remain
at the 1996 level.
1995 Versus 1994
Sales for the year ended October 31, 1995 were $3,952,000 versus $3,704,000 in
the prior year. This represented a 7% increase. Profit margins based on the cost
of goods sold were unchanged from year to year. The increase in the Company's
income from continuing operations was largely attributable to a reduction of
interest expense of $128,000 coupled with a $119,000 increase in interest
income. General and administrative expense for the year included about $50,000
relating to the settlement of litigation with Texaco, Inc. and expenses incurred
in connection with the prior year's sale of NAFE.
FACTORS AFFECTING FUTURE OPERATIONS
The Company could be adversely effected by any slow down, either domestically or
internationally, in the capital goods industry. In addition, the Company could
be adversely impacted by technology changes which may alter the way surface
inspection of flat rolled stock takes place.
The Company has initiated a program of investments whereby the Company's excess
cash is aggressively invested in the expectation that the returns will be above
average. The company may also employ moderate leverage in the future. There can
be no assurance that these programs will be successful.
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets To Be Disposed Of". This statement addresses the accounting
for the impairment of long-lived assets, certain identifiable
5
<PAGE>
intangibles, and goodwill related to those assets to be held and used. This
statement will be effective for the Company in fiscal year 1997. This statement
is not expected to have a material effect on the Company.
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." This statement establishes fair value-based financial accounting
and reporting standards for all transactions in which a company acquires goods
or services by issuing its equity instruments or by incurring a liability to its
supplier in amounts based on the price of its common stock or other equity
instruments. This statement will be effective for the Company in fiscal year
1997. This statement is not expected to have a material effect on the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity remains adequate for the foreseeable future. The Company
has an unused $1,000,000 commercial line of credit from a major Chicago bank as
well as substantial balances held in money market funds. None of the Company's
investments obligates the Company for additional sums. The only significant cash
requirements for the fiscal year ending October 31, 1997, are a payment of
$118,000 due the former President of NAFE and $588,000 due former Unilux
shareholders on April 1, 1997. Unilux intends to increase its Research and
Development spending during the current fiscal year. These expenses will be
adequately funded with current liquidity.
ITEM 7. FINANCIAL STATEMENTS
Report of Independent Accountants
Independent Auditor's Report.
Consolidated balance sheet at October 31, 1996.
Consolidated statements of operations for the years ended October 31, 1996 and
1995.
Consolidated statements of stockholders' equity for the years ended October 31,
1996 and 1995.
Consolidated statements of cash flows for the years ended October 31, 1996 and
1995.
Notes to consolidated financial statements.
6
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Report of Independent Accountants
The Board of Directors of
Astro Communications, Inc.
We have audited the accompanying consolidated balance sheet of Astro
Communications, Inc. and Subsidiaries (the "Company") as of October 31, 1996,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the two years in the period ended October 31, 1996. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
As discussed in Note 6 to the consolidated financial statements, generally
accepted accounting principles require that a deferred tax asset be recognized
for the future benefit of net operating loss carryforwards. A valuation
allowance against such deferred tax asset is recognized if, based on the weight
of evidence, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The Company has provided for a full valuation
allowance in the financial statements as of October 31, 1996. In our opinion,
generally accepted accounting principles require that the valuation allowance be
reduced by approximately $1,000,000 as of October 31, 1996. Had the valuation
allowance been so reduced, current assets would have been increased by $270,000,
non-current assets would have been increased by $730,000 and stockholders'
equity would have been increased by $1,000,000 as of October 31, 1996. Net
income would have been increased by $350,000 and $650,000 and for the periods
ended October 31, 1996 and 1995, respectively.
In our opinion, except for the effects of not recognizing a deferred tax asset,
as discussed in the preceding paragraph, the financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Astro Communications, Inc. and Subsidiaries as of October 31, 1996
and the consolidated results of their operations and their cash flows for each
of the two years in the period ended October 31, 1996 in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
New York, New York
December 27, 1996
7
<PAGE>
ASTRO COMMUNICATIONS, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
October 31, 1996
ASSETS
<TABLE>
<CAPTION>
<S> <C>
Current assets:
Cash and cash equivalents (Note 1) $781,777
Marketable securities at fair value (Notes 1 & 2) 741,332
Accounts receivable 820,904
Receivable from security sold 108,094
Prepaid expenses and other 26,275
Inventory (Notes 1 & 3) 784,643
---------------
Total current assets $3,263,025
Other assets:
Cost in excess of fair value of net assets
of business acquired, less accumulated
amortization of $142,016 (Notes 1 & 8) $2,380,829
Investment in limited partnerships (Note 2) 500,000
Loans receivable (Note 2) 300,000
Other 3,886
-----------------
Total other assets $3,184,715
Property and equipment, at cost (Note 1)
Furniture and fixtures $116,510
Leasehold improvements 73,104
Equipment 963,338
---------------
Gross property and equipment 1,152,952
Less accumulated depreciation and
amortization (1,005,140)
Net property and equipment 147,812
Total assets $6,595,552
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $699,763
Income taxes payable (Note 6) 58,719
Due former Unilux stockholders (Note 8) 592,964
---------------
Total current liabilities $1,351,446
Commitments and contingencies (Note 8)
Stockholders' equity (Notes 7 & 9)
Common stock $01. par value;
20,000,000 shares authorized
7,181,800 issued;
4,241,856 outstanding $71,818
Capital in excess of par value 10,209,482
Accumulated deficit (2,243,227)
8,038,073
Less: Treasury stock at cost
(2,939,944 shares - Note 9) (2,793,967)
--------------
Total stockholders' equity 5,244,106
--------------
Total liabilities and stockholders' equity $6,595,552
===============
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
8
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ASTRO COMMUNICATIONS, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended October 31, 1996 and 1995
<TABLE>
<CAPTION>
Common Stock Capital in
excess of Accumulated Treasury
Shares Amount par value deficit stock Total
<S> <C> <C> <C> <C> <C> <C>
Balances at October 31, 1994 7,096,800 $70,968 $10,161,582 ($4,125,459) $6,107,091
Net income 632,026 632,026
Stock issuance 85,000 850 47,900 48,750
Stock repurchase ($2,721,099) (2,721,099)
--------- ------- ----------- ----------- ----------- ----------
Balances at October 31, 1995 7,181,800 71,818 10,209,482 (3,493,433) ($2,721,099) $4,066,768
Net income 1,250,206 1,250,206
Stock repurchase ($72,868) (72,868)
--------- ------- ----------- ----------- ----------- ----------
Balances at October 31, 1996 7,181,800 $71,818 $10,209,482 ($2,243,227) ($2,793,967) $5,244,106
========= ======= =========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
9
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ASTRO COMMUNICATIONS, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended October 31, 1996 and 1995
1996 1995
Revenues:
Net sales & rentals $4,356,739 $3,951,992
Interest Income 91,751 147,172
Gain on Sale of Investments 66,245 --
Unrealized Gain on Investments 241,332 --
---------- ----------
Total Revenues $4,756,067 $4,099,164
---------- ----------
Cost of Sales $1,270,384 $1,172,836
---------- ----------
Operating costs and expenses:
General and administrative expenses 2,147,668 2,164,923
---------- ----------
Income before income taxes 1,338,015 761,405
Provision for income taxes (Note 6) 87,809 129,379
---------- ----------
Net Income 1,250,206 632,026
---------- ----------
Net income per share $0.29 $0.13
========= =========
Weighted average common shares outstanding 4,255,366 4,883,412
========= =========
The accompanying notes are an integral part of the
consolidated financial statements.
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ASTRO COMMUNICATIONS, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended October 31, 1996 and 1995
(Note 1)
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $1,250,206 $632,026
Adjustments to reconcile net income to net cash
provided by operating activities:
Unrealized gain on investments (241,332)
Gain on sale of investments (66,245)
Depreciation and amortization 155,741 158,748
Net book value of equipment sold 36,506 45,135
Changes in operating assets and liabilities:
Increase in accounts receivable (131,716) (19,809)
Increase in inventory (167,289) (222,461)
Decrease in prepaid expense and other 5,533 322
Decrease in other assets 2,278 2,778
Increase (decrease) in accounts payable and
accrued liabilities (net of $451,000 of expenses
in 1995 related to the sale of NAFE) 157,528 (26,678)
(Decrease) in income taxes payable (111,318) (539,411)
--------- ---------
Net cash provided by operating activities 889,892 30,650
--------- ---------
Cash flows from investing activities:
Expenses incurred with the sale of NAFE (451,000)
Purchase of property and equipment (13,811) (13,338)
Payment to Unilux stockholders (479,043) (447,030)
Proceeds from sales of securities 1,199,507 1,251,087
Purchases of securities (639,950) (349,681)
Investment in limited partnership (300,000) (200,000)
Loans made during the year (300,000) (300,000)
Proceeds from repayment of loans 300,000
--------- ---------
Net cash used in investing activities (233,297) (509,962)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock 10,000 48,750
Purchase of treasury stock (72,868) (2,721,099)
Principal repayments on borrowings (80,000)
--------- ---------
Net cash used in financing activities (62,868) (2,752,349)
--------- ---------
Net increase (decrease) in cash and cash equivalents 593,727 (3,231,661)
Cash and cash equivalents - beginning of year 188,050 3,419,711
--------- ---------
Cash and cash equivalents - end of year $781,777 $188,050
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $531
Income taxes $151,799 675,591
Supplemental schedule of noncash investing and
financing activities:
Increase in the cost in excess of fair value
of net assets of business acquired $588,905 $479,043
Increase in due former Unilux stockholders 588,905 479,043
Transfer of Unilux inventory to fixed assets 76,083 137,959
Increase in fixed assets 76,083 137,959
Receivable from security sold (108,094)
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
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<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 1996 and 1995
1. Accounting policies
Organization and principles of consolidation
The accompanying consolidated financial statements include the accounts of Astro
Communications, Inc. ("Astro") and its wholly-owned subsidiary, Unilux, Inc.
("Unilux"). All significant intercompany accounts and transactions have been
eliminated.
Investments
Effective November 1, 1994, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS No. 115"). SFAS No. 115 does not apply to
investments in equity securities accounted for under the equity method nor to
investments in consolidated subsidiaries. In accordance with SFAS No. 115, prior
period financial statements have not been restated to reflect the change in
accounting principle. This change had no effect on reported net income for
fiscal year 1995 and did not result in a cumulative effect as of November 1,
1994.
Management determines the appropriate classification of its investments at the
time of acquisition and reevaluates such determination at each balance sheet
date. Trading securities are carried at fair value, with unrealized holding
gains and losses included in earnings. Available-for-sale securities are carried
at fair value, with unrealized holding gains and losses, net of tax, reported as
a separate component of shareholders' equity. Investments in equity securities
and limited partnerships that do not have readily determinable fair values are
stated at cost, adjusted for impairments, and categorized separately. In
determining realized gains and losses, the cost of securities sold is based on
the specific identification method.
Cost in excess of fair value of net assets of business acquired
The cost in excess of fair value of net assets of business acquired is being
amortized over forty (40) years by the straight-line method (see Note 8). The
Company assesses the life of the cost in excess of fair value using estimated
future discounted cash flows.
Property and equipment
Furniture and fixtures, equipment and leasehold improvements are stated at cost.
Depreciation and amortization of these assets are provided by the straight-line
method over the estimated useful lives of such assets or the lives of the
leases, whichever is shorter, as follows:
Furniture and fixtures 5 Years
Leasehold improvements Life of leases
Equipment 3 years
The cost and accumulated depreciation of fixed assets sold or retired are
removed from the accounts, and gains or losses, if any, are reflected in the
earnings for the period.
Revenue recognition
Unilux, Inc. is principally involved in the sale and rental of high-intensity
strobe lighting systems for industrial surface inspection, primarily in the
metals industry, and commercial film use. Revenues
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from sales of systems are recognized upon shipment, and rental revenues are
recognized ratably over the term of the agreement. The Company frequently rents
its industrial equipment with a fair market value option to the lessee to buy.
Sales of such equipment in the normal course of business are reflected in sales
and cost of sales. Foreign sales and rentals stated in U.S. dollars accounted
for approximately 28% of total revenues in 1996.
Inventories
Unilux inventories are stated at the lower of cost or market, cost being
determined by the first-in, first-out basis (FIFO) method.
Net Income per share
Income per share is computed based on the weighted average number of common
shares outstanding during the period and common stock equivalents when dilative.
The effect of shares issuable on exercise of stock options would be less than 3%
dilutive for both years presented.
Income taxes
Deferred income taxes reflect the impact of temporary differences between the
amount of assets and liabilities recognized for financial reporting purposes and
such amounts recognized for tax reporting purposes. These deferred taxes are
measured by applying current tax laws.
Cash equivalents
For purposes of the consolidated financial statements, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.
New Pronouncements
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets To Be Disposed Of". This statement addresses the accounting
for the impairment of long-lived assets, certain identifiable intangibles, and
goodwill related to those assets to be held and used. This statement will be
effective for the Company in fiscal year 1997. This statement is not expected to
have a material effect on the Company.
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." This statement establishes fair value-based financial accounting
and reporting standards for all transactions in which a company acquires goods
or services by issuing its equity instruments or by incurring a liability to its
supplier in amounts based on the price of its common stock or other equity
instruments. This statement will be effective for the Company in fiscal year
1997. This statement is not expected to have a material effect on the Company.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities 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.
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2. Investments
Marketable securities which are classified as trading securities at October 31,
1996 primarily consist of an investment in a mutual fund concentrating on
European securities and common stock and convertible debentures of Complete
Management, Inc., a publicly held company listed on the American Stock Exchange.
On October 31, 1996, Astro held 8,333 shares of Complete Management, Inc.
carried at $100,000 representing its fair value based on quoted market prices
and a $400,000, 8% convertible debenture of Complete Management, Inc. which was
carried at a value of $533,333. The debenture is convertible at $9.00 per share
and the stock was trading at $14.50 at October 31, 1996. The shares underlying
this investment are scheduled to be registered in January, 1997, and the
discount to market amounting to 17% reflects the fact that Astro's underlying
shares were not freely tradeable on October 31, 1996.
All other investments do not have readily determinable fair values and consist
of investments in limited partnerships. On October 1, 1995 the Company purchased
a 2% share for $200,000 in a limited partnership for investment purposes. On
January 2, 1996, the Company purchased a $300,000 share in another limited
partnership for investment purposes. These investments are accounted for using
the cost method.
A summary of investments held by the Company consist of the following:
1996
Gross
Unrealized Fair
Cost Gains Value
Marketable Securities:
Trading securities:
Mutual fund 100,000 $ 8,000 $ 108,000
Common stock 100,000 100,000
Convertible debentures 400,000 133,332 533,332
---------- --------- ----------
$ 500,000 $ 241,332 $ 741,332
========= ========= =========
Long Term Investments:
Investment in Limited
Partnerships $ 500,000
Proceeds and gross realized gains of securities classified as trading for the
year ended October 31, 1996, were $49,011 and $17,155, respectively.
Proceeds and gross realized gains and gross realized losses from the sale of
securities classified as available for sale for the years ended October 31,
1996, and 1995 were $1,150,496, $49,090 and $0 and, $1,251,087, $4,006 and
$4,119, respectively.
The Chairman of the Board and President of Astro Communications, Inc. is a
Director of Complete Management, Inc.
Loans
On October 6, 1995 the Company entered into a loan agreement for $300,000
payable in installments commencing on May 1, 1996, and bearing interest at a
rate of 14%. The loan was collaterized by
14
<PAGE>
certain assets of the borrower and resulted in the issuance of restricted shares
to the Company. In January, 1996, the loan was repaid in full.
On January 4, 1996, the Company entered into a loan agreement for $200,000 with
interest payments payable commencing July 31, 1996, and bearing interest at a
rate of 12%. All outstanding principal and interest is due and payable on
December 31, 2000.
On June 19, 1996, the Company entered into a loan agreement for $100,000. The
principal sum is due on May 31, 1998, with interest thereon at the rate of 10%
per annum.
Interest income relating to these notes was $53,320 for the period ended October
31, 1996.
3. Inventory
Inventory consists of:
Raw materials $473,167
Work in process 105,885
Finished goods 205,591
--------
$784,643
4. Financing
On April 30, 1996, the Company entered into an agreement with a major Chicago
bank providing a line of credit in the amount of $1,000,000. The line of credit
will remain in effect until the earlier of (1) the date on which the Company's
liabilities mature under the terms of any note given by the Company to bank or
(2) the occurrence of an event of default. Several interest rate alternatives
exist under this credit facility. The credit agreement includes restrictive
covenants, the most significant of which prohibit the payment of dividends.
There were no borrowings under this line of credit for fiscal 1996.
5. Employee benefit plan
On July 1, 1983, Unilux established a defined contribution profit sharing plan.
This plan was terminated on November 1, 1995, and was replaced by a 401(k) plan.
The assets of the defined contribution sharing plan were rolled into the 401(k)
plan. The 401(k) plan allows individuals to contribute a portion of their salary
to the plan. Unilux, may at its discretion, match a portion of these
contributions up to 4% with a $3,000 ceiling. Unilux contributed $40,000 to the
401(k) plan for fiscal 1996 which was the same contribution as it made in the
prior fiscal year to the profit sharing trust.
6. Income Taxes
The provision for income taxes for the years ended October 31, 1996 and 1995
consists of the following:
1996 1995
Current state and local provision $68,190 $47,379
Current federal provision 19,619 82,000
------ ------
Provision for income taxes $87,809 $129,379
======== ========
15
<PAGE>
The actual provision for income taxes in 1996 and 1995 differs from the amount
computed by applying the federal statutory rate due to the following:
1996 1995
Expected tax provision at
statutory rate of 34% $454,925 $258,878
State and local taxes
(net of federal benefit) 45,005 31,271
Amortization of goodwill 13,600 12,529
Deferred subscription income -- 1,163,586
Use of net operating loss carry forward (447,324) (1,423,000)
Other 21,603 86,115
--------- ---------
$87,809 $129,379
========= ========
At October 31, 1996, the Company has approximately $6,065,248 in net operating
losses for income tax purposes expiring in 1998-2000, resulting in a deferred
tax asset of approximately $2,062,000. The Company also has investment and jobs
tax credit carry forwards of approximately $1,950,000 and $200,000,
respectively, expiring in 1997-1999 for income tax and financial statement
purposes. In addition, as of October 31, 1996, the Company has a deferred tax
liability of approximately $82,000 relating to the unrealized gain of $241,332.
As a result of the Tax Reform Act of 1986, the amount of investment tax credit
will be reduced by 35% when utilized.
Generally accepted accounting principles require that a deferred tax asset be
recognized for the future benefit of net operating loss carryforwards. A
valuation allowance against such deferred tax asset is recognized if, based on
the weight of evidence, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The Company has provided for a
full valuation allowance in the financial statements. Generally accepted
accounting principles require that the valuation allowance be reduced by
approximately $1,000,000 as of October 31, 1996. Had the valuation allowance
been so reduced, current assets would have been increased by $270,000,
non-current assets would have been increased by $730,000, and stockholders'
equity would have been increased by $1,000,000 as of October 31, 1996. Net
income would have been increased by $350,000 and $650,000 for the periods ended
October 31, 1996 and 1995, respectively. Net income per share would have been
increased by $.08 and $.13 for the periods ended October 31, 1996 and 1995,
respectively.
7. Incentive Stock Option Plan
Under its 1982 Incentive Stock Option Plan (the "Plan") the Company is
authorized to grant options on 200,000 shares of common stock to certain
officers and key employees of the Company. The options become exercisable one
year from the date of grant and unexercised options expire ten years after date
of grant. The exercise price of options granted under this plan shall be at the
fair market value at date of grant. Transactions involving options under the
Plan are summarized as follows:
16
<PAGE>
1996 1995
Outstanding at beginning
of year ($.50 per share) 35,000
Outstanding at beginning
of year ($.625 per share) 65,000 115,000
-------- --------
Total outstanding at beginning of year 65,000 150,000
Exercised during year (35,000 shares at $.50
and 50,000 shares at $.625 per share) 0 (85,000)
-------- -------
Outstanding at end of year 65,000 65,000
======== ========
Exercisable at end of
year (at $.625 per share at 1995 year end) 65,000 65,000
======== ========
Available for grant at
end of year 50,000 50,000
======== ========
8. Commitments and Contingencies
A. Unilux leases office space and equipment under operating lease agreements.
Annual payments under office space leases are adjusted each year for increases
in real estate taxes and the consumer price index. Rent expense from continuing
operations for all operating leases amounted to $ 76,569 and $75,402 for the
years ended October 31, 1996 and 1995, respectively.
The minimum future annual lease payments under noncancellable leases as of
October 31, 1996 were approximately as follows:
1997 $ 52,800
1998 52,800
1999 55,200
--------
Total $160,800
========
B. The Company had an employment contract with the former president for an
annual compensation of $170,000 through August 31, 1999. Pursuant to a
resolution adopted by the Executive Committee, the former president was paid
$210,000 during the 1995 fiscal year and will be paid $150,000 during the 1997
fiscal year, in full settlement of this contract.
C. The cash purchase price for Astro's interest in Unilux approximated
$1,600,000, Unilux's book value on June 30, 1990. In addition, contingent
payments will be made annually until April 2000 based on future earnings of
Unilux. Contingent payments to former Unilux stockholders will be made on a
cumulative annual basis during the ten year period provided Astro has received
Unilux earnings in the amount of $300,000 during each such year on a cumulative
basis (the "Threshold Amount"). In the event Unilux does not earn the Threshold
Amount during any year (a "Deficiency Year"), Unilux's earnings from subsequent
years (a "Subsequent Year") will first be applied for purposes of reaching the
Threshold Amount, with the balance of such earnings being applied for purposes
of calculating the contingent payment. In the event Astro reaches the Threshold
Amount during any year, former Unilux stockholders will be entitled to receive
100% of the next $400,000 of Unilux's earnings, and 50% of Unilux's earnings in
excess of $700,000. The contingent payments for 1996 and 1995 approximated
$588,000 and $479,000 respectively.
17
<PAGE>
9. Repurchase of Stock
Pursuant to a Board of Directors resolution the Company repurchased 73,892 and
2,866,052 shares of its common stock during the years ended October 31, 1996 and
1995, respectively, for an aggregate price of $72,868 and $2,721,099,
respectively. Of these shares 8,292 and 1,533,482 were purchased from related
parties during the years ended October 31, 1996 and 1995, respectively.
During fiscal year 1995, the Company entered into an agreement with three of its
former employees to repurchase, at the option of the former employees, a total
of 35,000 shares at anytime between January 1995 and January 1996 at a price of
$0.95 per share plus $0.01 per share for each month the stock was held by the
employee. As of October 31, 1996, the Company repurchased 20,000 of these shares
and has no further obligations to purchase any shares.
10. Other
Advertising expense was $174,382 in 1996 and $179,771 in 1995. Research and
development costs incurred were $283,800 and $263,074 in 1996 and 1995,
respectively. All of these charges were expensed as incurred. Depreciation
expense for the years ended October 31, 1996 and 1995 amounted to $105,204 and
$121,899, respectively.
11. Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, receivable from security sold
and accounts receivable, approximates fair value because of the short-term
maturity of these instruments. Fair value of marketable securities is based on
quoted market prices. The fair value of long-term notes receivable approximates
their carrying value as of October 31, 1996, as management believes the
respective interest rates are commensurate with the credit, interest rate and
prepayment risks involved.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE - Not applicable
18
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
The following table and narrative set forth certain information
concerning the directors and executive officers of the Company as of
January 13, 1997:
POSITION AND
DIRECTOR'S/OFFICER'S OFFICES WITH DIRECTOR
NAME AGE THE COMPANY SINCE
Martin Bernstein (a, b, c) 59 Director 10/02/85
William Blethen (b,c) 57 UNILUX: President, 02/05/92
Chief Executive
Officer (Effective 01/02/78)
Steven A. Hirsh (b, c) 57 ASTRO: Chairman of 06/06/82
the Board (Effective 10/02/85)
President (Effective 10/26/ 94)
Edward J. Rosenthal (a, c) 62 Director 10/02/85
George Tunick (a, c) 68 Director 10/02/85
(a) - Member of Audit Committee (b) - Member of Executive Committee
(c) - Elected annually
MARTIN BERNSTEIN, age 59, is and has been for the past ten years an independent
investor. He is a director of MBO Properties, Inc. and Value Property Trust Inc.
WILLIAM BLETHEN, age 57, serves as Director of Astro Communications, Inc. and
President of Unilux, Inc. Before joining Unilux, Inc. in 1975, Mr. Blethen was
General Manager of Teleprompter Communications.
STEVEN A. HIRSH, age 57, has served on the Board of Directors of Astro
Communications, Inc. since 1985. Mr. Hirsh has also been a financial consultant
to William Harris & Company for more than the past eight years. Mr. Hirsh is a
Director of Complete Management, Inc.
EDWARD J. ROSENTHAL, age 62, is Vice Chairman of Cramer Rosenthal McGlynn, Inc.,
an investment management company, and has served in that capacity for more than
the past five years. Mr. Rosenthal is also a director of Hudson General and
Glenayre Technologies.
GEORGE TUNICK, age 68, currently serves as Director of Astro and is an
independent management consultant. From September 1985 until June 1995 Mr.
Tunick was President and Chief Executive Officer of NAFE. From September 1985
until November 1994 Mr. Tunick was President and Chief Executive Officer of
Astro Communications, Inc.
19
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the aggregate remuneration paid by the Company
during the three fiscal years ended October 31, 1996 to the executive officers
of the Company.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name & Principal Salary Bonus
Position Year ($) ($)
William Blethen 1996 75,000 146,500
Astro Communications: 1995 75,000 114,000
Director 1994 75,000 52,600
Unilux: President &
Chief Executive Officer
Steven Hirsh 1996 84,000
Astro Communications: 1995 77,700
Chairman of the Board 1994 85,200
of Directors and President
In addition, the Company provides Mr. Blethen with an automobile. Other than the
cash compensation set forth in the table, none of the executive officers
individually received non-cash benefits having a value exceeding the lesser of
$25,000 or 10% of cash compensation.
All directors who do not serve as consultants or are not employed by the Company
receive $2,000 for each Board of Directors meeting they attend.
20
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth all persons known to management of the company to
be the beneficial owners of more than five percent (5%) of the Company's common
stock and beneficial ownership by management of the company at January 6, 1997.
Name and Address Shares Beneficially Owned
Number Percent
Irving B. Harris 1,344,667 (1) 31.70
Two N. LaSalle Street
Suite 400
Chicago, IL 60602
Neison Harris 275,000 6.48
333 Skokie Blvd.
Northbrook, IL 60062
Officers and Directors
Martin Bernstein 55,800 (3) 1.31
85 Shrewsbury Drive
Livingston, NJ 07039
William Blethen 97,500 2.30
290 Lodi Street
Hackensack, NJ 07061
Steven A. Hirsh 200,688 (2) 4.73
Two N. LaSalle St. Ste 400
Chicago, IL 60602
Edward J. Rosenthal 16,663 (4) .39
707 Westchester Avenue
White Plains, NY 10604
George Tunick 265,000 (5) 6.25
885 2nd Avenue
New York, NY 10017
All Executive Officers and 635,730 14.99
Directors as a Group
(5 Persons)
(1) Does not include 401,300 shares held by various trustees of ten trusts
under agreement dated 2/27/74 for the benefit of Irving B. Harris'
grandchildren. Irving B. Harris does not have voting power or any
reversionary interest in such trusts and therefore disclaims any
beneficial ownership of such shares. Does not include 85,000 shares
held by a partnership for the benefit of various Harris family
members. Mr. Harris has no beneficial interest in these shares nor
control of the voting thereof. Also does not include 27,600 shares
owned of record and beneficially by Joan W. Harris, wife of Mr.
Harris, as to which shares Mr. Harris disclaims any beneficial
ownership. All trusts are irrevocable.
21
<PAGE>
(2) Does not include 120,000 shares held by children of Steven Hirsh as to
which Mr. Hirsh disclaims any beneficial ownership.
(3) Does not include 50,000 shares held by Mr. Bernstein's wife and
children, as to which Mr. Bernstein disclaims any beneficial
ownership.
(4) Does not include 16,584 shares held by children of Mr. Rosenthal, as
to which Mr. Rosenthal disclaims any beneficial ownership.
(5) Does not include 25,000 shares held by Mr. Tunick's children and
grandchildren, as to which Mr. Tunick disclaims any beneficial
ownership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 20, 1996, Irving B. Harris, Steven A. Hirsh and Edward J. Rosenthal
received payments of $207,500, $70,980, and $52,061, respectively, pursuant to
the November 5, 1990 Unilux acquisition agreement.
In September 1982, the Company established an Incentive Stock Option Plan (the
"Plan") pursuant to which the Company is authorized to grant options of up to
200,000 shares of common stock to certain officers and key employees of the
Company. Under the Plan, the options become exercisable one year from the date
of grant and unexercised options expire ten years after date of grant. The
exercise price of options granted under this plan are at the fair market value
at date of grant. Prior to 1991, options were granted for a total of 35,000
shares at an exercise price of $0.50. During 1991, options were granted for a
total of 115,000 shares, at an exercise price of $0.625. Of these 115,000
shares, Messrs. Tunick and Blethen were each granted an option for 50,000
shares. No options have been granted since then. In December of 1994 George
Tunick exercised his option for 50,000 shares at $0.625. The company has agreed
to make Mr. Tunick an interest free loan for $31,250 to cover the purchase
price. The loan matures January 31, 1997.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibit Index on page 25 of this report
The registrant hereby agrees to furnish upon request, supplemental
schedules, exhibits or similar attachments that have been omitted.
22
<PAGE>
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ASTRO COMMUNICATIONS, INC.
By: STEVEN A. HIRSH
STEVEN A. HIRSH
Chairman of the Board, President and Chief Executive Officer
Dated: January 27, 1997
23
<PAGE>
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title
By: MARTIN BERNSTEIN Director
MARTIN BERNSTEIN
Dated: January 27, 1997
By: WILLIAM BLETHEN Director
WILLIAM BLETHEN
Dated: January 27, 1997
By: STEVEN A. HIRSH Chairman & President
STEVEN A. HIRSH (Chief Executive Officer and
Dated: January 27, 1997 Chief Financial Officer)
By: _________________________ Director
EDWARD J. ROSENTHAL
Dated: January , 1997
By: _________________________ Director
GEORGE TUNICK
Dated: January , 1997
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Exchange Act by Non-reporting Issuers.
The Registrant has not sent any annual report to security holders covering its
last fiscal year, or proxy statement, proxy or other soliciting material. Copies
of such material will be furnished to the Commission when it is sent to security
holders.
24
<PAGE>
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
The following documents are exhibits to this Form 10-KSB. Each document marked
by an asterisk (*) is hereby incorporated by reference to the identical document
contained in the Registrant's Annual Report on form 10-K for the fiscal year
indicated.
Exhibit
Number Document
3(a) * Registrant's Amended Articles of Incorporation (filed as Exhibit
fiscal 3(a) to Form 10-K for year ended 10/31/88)
3(b) * Registrant's Amended By-Laws approved July 18, 1983 (filed as
Exhibit 3(b) to Form 10-K for fiscal year ended 10/31/88)
4(b) * Restated Stock Purchase Agreement dated September 12, 1985 (without
exhibits) (filed as Exhibit 4(a)(xvi) to Form 10-K for fiscal year
ended 9/30/85)
4(c) * Amendment to Stock Purchase Agreement dated September 12, 1985 with
Amendment dated January 1, 1986 (without exhibits) (filed as Exhibit
4(a)(xvii) to Form 10-K for fiscal year ended 9/30/85)
4(d) * Escrow Agreement dated September 13, 1985 covering NAFE purchase
(filed as Exhibit 4(a)(vii) to Form 10-K for fiscal year ended
9/30/85)
10(a) 1982 Incentive Stock Option Plan for Employees of Registrant and
subsidiaries (filed as Exhibit to Form 10-K for fiscal year ended
10/31/88)
10(e) * Stock Purchase Agreement dated October 30, 1990 by and between
various stockholders of Unilux, Inc., dealing with the acquisition of
94% of the outstanding common stock of Unilux, Inc. (filed as Exhibit
10(h) to Form 10-K for the fiscal year ended 10/31/91)
10(f) * Unilux, Inc. Profit Sharing Plan (filed as Exhibit 10(f) to Form
10-K for the fiscal year ended 10/31/92)
10(g) * Stock Purchase Agreement dated January 24, 1992 between Charles F.
Sarratt and Astro Communications, Inc. (filed as Exhibit 10(g) to
Form 10-K for the fiscal year ending 10/31/92)
10(j) * Asset Purchase Agreement dated as of 10/20/94 by and between
National Association for Female Executives, Inc., the Company and
NAFE Acquisition Corporation (filed as Exhibit 10(j) to Form 8-K
dated 10/25/94)
25
<PAGE>
Exhibit
Number Document (Continued)
16 * Form 8-K dated September 11, 1989 containing letter from Ernst &
Young dated September 15, 1989 regarding a change in certifying
accountant (filed as Exhibit to Form 10-K for fiscal year ended
10/31/89)
22 * Subsidiaries of Registrant (filed as Exhibit 22 to Form 10-K for
the fiscal year ending 10/31/92)
26
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<NAME> ASTRO COMMUNICATIONS, INC.
<S> <C>
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<PERIOD-START> NOV-1-1995
<PERIOD-END> OCT-31-1996
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<SECURITIES> 741,332
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