ASTREX INC
10QSB, 1996-08-14
ELECTRONIC PARTS & EQUIPMENT, NEC
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<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[ X ]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
       EXCHANGE   ACT  OF   1934.

For the quarterly period ended JUNE 30, 1996

                                       OR

[    ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from to____________________

                          Commission file number 1-4530

                                  ASTREX, INC.
        (Exact name of small business issuer as specified in its charter)

           DELAWARE                                    13-1930803
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

                  205 EXPRESS STREET, PLAINVIEW, NEW YORK 11803
                    (Address of principal executive offices)

                                 (516) 433-1700
                (Issuer's telephone number, including area code)


- --------------------------------------------------------------------------------

         (Former name, former address and former fiscal year, if changed
                               since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check mark whether the registrant  has filed all documents and reports  required
to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange  Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes X  NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares  outstanding of each of the  registrant's  classes of
common stock,  as of the latest  practicable  date. As of July 30, 1996,  common
shares outstanding were 5,375,363.



<PAGE>


                                  ASTREX, INC.

                                      INDEX



                                                                        Page No.

PART I:

Financial Statements:

    Consolidated Balance Sheets
    June 30, 1996 (unaudited) and March 31, 1996  . . . . . . . . . . . .   1-2

    Consolidated Statements of Income (unaudited)
    Three Months Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . .   3

    Consolidated Statements of Cash Flows (unaudited)
    Three Months Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . .   4

    Notes to Consolidated Financial Statements (unaudited).  . . . . . . . .  5

Management's Discussion and Analysis or
     Plan of  Operations  . . . . . . . . . . . . . . . . . . . . . . . . . 6-7



PART II:

Other Information and Signatures . . . . . . . . . . . . . . . . . . . . . .  8


<PAGE>

<TABLE>
<CAPTION>

                         PART I - Financial Information

                         ASTREX, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


                                                                June 30, 1996      March 31, 1996
                                                                 (Unaudited)
                                                                         (000) Omitted
Current Assets:
<S>                                                                    <C>         <C>
   Cash                                                             $    2            $    2
   Accounts receivable (net of
     allowance for doubtful accounts of $87
     at June 30, 1996 and at March 31, 1996)                         1,561             1,765

   Merchandise inventories                                           3,529             3,934
   Prepaid expenses and other
     current assets                                                     89                21
                                                                        --                --

     Total Current Assets                                            5,181             5,722


Property, plant and equipment at
   cost (net of accumulated depreciation
   of $200 at June 30, 1996 and
   $185 at March 31, 1996)                                             682              692
   ----          --- ----                                              ---              ---


Total Assets                                                        $5,863           $6,414
                                                                    ======           ======

</TABLE>












     See accompanying notes to unaudited consolidated financial statements.

                                       -1-


<PAGE>
<TABLE>
<CAPTION>

                         ASTREX, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS




                                            June 30, 1996   March 31, 1996
                                             (Unaudited)
                                                    (000) Omitted
Current Liabilities:

<S>                                         <C>             <C>   
  Loans payable                              $1,553         $1,782
  Accounts payable                            1,219          1,650
  Accrued liabilities                           267            280
                                                ---            ---

      Total current liabilities               3,039         3,712
                                              -----         -----

Shareholders' Equity:
  Preferred Stock, Series A - issued, none       -              -
  Preferred Stock, Series B - issued, none       -              -
  Common Stock - par value $.01 per share;
  authorized, 15,000,000 shares; issued,
  5,375,363 at June 30, 1996 and
  5,090,363 at March 31, 1996                   54             51
  Additional paid-in capital                 3,604          3,548
  Accumulated Deficit                         (822)          (897)
                                              ----           ---- 
                                             2,836          2,702
Less:  Deferred Compensation                   (12)            -
                                               ---              

    Total shareholders' equity               2,824         2,702
                                             -----         -----

Total liabilities and shareholders' equity  $5,863        $6,414
                                            ======        ======
</TABLE>





     See accompanying notes to unaudited consolidated financial statements.

                                       -2-

<PAGE>

<TABLE>
<CAPTION>
                         ASTREX, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)



                                      THREE MONTHS ENDED
                                          JUNE 30,
                                     1996            1995
                                     ----            ----
                                         (000) Omitted

<S>                                 <C>            <C>   
Net sales                           $3,759         $3,234
Cost of sales                        2,855          2,444

          Gross profit                 904            790

Selling, general and
  administrative expenses              772            657

          Income from operations       132           133


Interest expense                       (49)          (56)

          Income before provision
            for income taxes            83            77

Provision for income taxes              (8)            0

          Net income                   $75           $77



Per share data for the three months ended June 30, 1996 and 1995 are as follows:

Weighted average number of
   common shares outstanding      5,255,857      4,690,363

Net income per share                  $0.01          $0.02

</TABLE>





     See accompanying notes to unaudited consolidated financial statements.

                                      -3-



<PAGE>

<TABLE>
<CAPTION>

                         ASTREX, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                FOR THE THREE MONTHS ENDED JUNE 30,
                                                    1996                    1995
                                                              (000) Omitted
<S>                                                  <C>                     <C>
Cash Flows (Uses) From Operating Activities:

  Net income                                          $75                   $77

  Adjustments to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                    14                    13
     Stock award compensation expense                  1                    -
  Changes in operating assets and liabilities:
        Decrease in accounts and note receivable     204                     2
        (Increase) decrease in prepaid expenses and
           other current assets                      (68)                   16
        Decrease in merchandise inventories          405                    72
        Decrease in accounts payable                (431)                 (182)
        Decrease in accrued liabilities              (13)                  (64)
                                                     ---                   --- 

Net cash provided by (used in) operating activities  187                   (66)
                                                     ---                   --- 

Cash flows used in investing activities:

   Purchases of fixed assets                          (5)                  (15)
                                                      --                   --- 

Net cash used in investing activities                 (5)                  (15)
                                                      --                   --- 

Cash flows from financing activities:

    Proceeds from issuance of common stock            47                     -
   (Repayments of) proceeds from loans payable, net (229)                    80
                                                    ----                     --

Net cash (used in) provided by financing activities (182)                    80
                                                    ----                     --

Net decrease in cash for the three months
      ended June 30                                    0                    (1)

Cash - beginning of period                             2                     3
                                                       -                     -

Cash - end of period                                  $2                    $2
                                                      ==                    ==

</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

                                      -4-





<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




UNAUDITED FINANCIAL STATEMENTS

In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain  all  adjustments   (consisting  only  of  normal  recurring
accruals)  necessary  to present  fairly its  financial  position as of June 30,
1996.  The results of operations and cash flows for the three month period ended
June 30,  1996 and 1995 are not  necessarily  indicative  of the  results  to be
expected for the full year. In the opinion of  management,  the  information  in
this interim  report for the three months ended June 30, 1996 and 1995  presents
fairly the Company's financial position consistent with the Company's accounting
practices and principles  used in interim  reports.  Accordingly,  certain items
included in these statements are based upon best estimates, particularly cost of
goods sold. For the three month periods ended June 30, 1996 and 1995 these costs
have principally been determined by utilizing perpetual  inventory records.  The
calculation  of the  actual  cost of goods  sold  amount  is  predicated  upon a
physical  inventory  taken only at the end of each fiscal year.  These financial
statements, which are unaudited (except for the Consolidated Balance Sheet as of
March 31, 1996 which is audited), are based on certain estimates and are subject
to year end audit adjustments.

                                      -5-
<PAGE>





                          ASTREX, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATIONS


RESULTS OF OPERATIONS

REVENUES

Sales increased by approximately  $525,000, or 16.2%, for the three months ended
June 30, 1996 from the comparable  three month period in 1995.  This increase is
the result of the Company's improved and restructured  marketing efforts as well
as (in terms of the past several years) strong military sales.

GROSS PROFIT

The gross profit  percentage  decreased  marginally  from 24.4% to 24.0% for the
three months ended June 30, 1995 and 1996,  respectively.  Despite ongoing price
pressures, the Company was able to maintain essentially stable margins.


SELLING, GENERAL & ADMINISTRATIVE

Selling,  general and administrative  expenses increased approximately $115,000,
or 17.5%, for the three months ended June 30, 1996 from the comparable  previous
three month period in 1995.  This  increase is primarily  due to the increase in
salaries,  commissions  and other costs  needed to create and support the higher
sales volume.


INTEREST EXPENSE

Interest expense decreased  approximately $7,000 for the three months ended June
30, 1996, from the previous comparable three month period in 1995. This decrease
is due primarily to a reduction in the interest rate from  approximately  12.50%
to 10.50% for the three months ended June 30, 1995 and 1996, respectively.



                                      -6-



<PAGE>



                          ASTREX, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATIONS



LIQUIDITY AND CAPITAL RESOURCES

The  Company  generated  $187,000  in cash from its  operating  activities,  and
$47,000 in proceeds  from the issuance of  restricted  common stock to employees
(pursuant  to approval by the Board of  Directors).  The Company  used this cash
primarily  to  paydown  the  Company's   loan.  The  Company's  loan  agreement,
collateralized by substantially all of the Company's assets, provides for a line
of  credit  based  on  the  amount  of  the  Company's  inventory  and  accounts
receivable,  but which cannot exceed $2,500,000.  The term of the loan presently
expires  on July 31,  1997 at which  time the  Company  anticipates,  but cannot
assure,  that it will be renewed or replaced.  The Company's  relations with its
secured  lender are  satisfactory.  The Company  believes  that its current cash
position  as  well  as its  available  credit  facility  are  adequate  for  the
foreseeable  future.  The amount  outstanding  under this loan was approximately
$1,553,000 at June 30, 1996 and $1,782,000 at March 31, 1996.















                                      -7-


<PAGE>



                           PART II - OTHER INFORMATION



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

               (A)    Exhibits
                      None

               (B)    Reports on Form 8-K:
                      None




                                   SIGNATURES

In accordance  with the  requirements  of Securities  Exchange Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                  ASTREX, INC.


Date:  AUGUST 7, 1996                       By: /s/ MICHAEL MCGUIRE
      ---------------                              ------------------
                                                    Michael McGuire
                                                    President
                                                    Chief Executive Officer


                                            By: /s/ IRENE S. MARCIC
                                                    Irene S. Marcic
                                                    Chief Financial Officer,
                                                    Vice President,
                                                    Treasurer and Secretary


<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                             MAR-31-1997
<PERIOD-END>                                  JUN-30-1996
<CASH>                                         2
<SECURITIES>                                   0
<RECEIVABLES>                                  1648
<ALLOWANCES>                                   (87)
<INVENTORY>                                    3529
<CURRENT-ASSETS>                               5181
<PP&E>                                         882
<DEPRECIATION>                                 (200)
<TOTAL-ASSETS>                                 5863
<CURRENT-LIABILITIES>                          3039
<BONDS>                                        0
                          54
                                    0
<COMMON>                                       0
<OTHER-SE>                                     2770
<TOTAL-LIABILITY-AND-EQUITY>                   5863
<SALES>                                        3759
<TOTAL-REVENUES>                               3759
<CGS>                                          2855
<TOTAL-COSTS>                                  2855
<OTHER-EXPENSES>                               772
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             49
<INCOME-PRETAX>                                83
<INCOME-TAX>                                   8
<INCOME-CONTINUING>                            75
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   75
<EPS-PRIMARY>                                  .01
<EPS-DILUTED>                                  0
        



</TABLE>


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