<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 December 31, 1997
--------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-4530
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ASTREX, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 13-1930803
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
205 Express Street, Plainview, New York 11803
(Address of principal executive offices)
(516) 433-1700
(Issuer's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of February 9, 1998 common
shares outstanding were 4,461,777.
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ASTREX, INC.
INDEX
Page
No.
PART I:
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Financial Statements:
Consolidated Balance Sheets
December 31, 1997 (unaudited) and March 31, 1997 . . . . . . . . . 1
Consolidated Statements of Income (unaudited)
Nine months and three months ended December 31, 1997 and 1996 . . . 2
Consolidated Statements of Cash Flows (unaudited)
Nine months ended December 31, 1997 and 1996 . . . . . . . . . . . 3
Notes to Consolidated Financial Statements (unaudited) . . . . . . 4
Management's Discussion and Analysis or Plan of Operations . . . . . . 5-6
PART II:
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Other Information and Signatures . . . . . . . . . . . . . . . . . . . 7-8
<PAGE>
PART I - Financial Information
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1997 March 31, 1997
(Unaudited)
------------------ ------------------
(000) Omitted
<S> <C> <C>
Current Assets:
Cash $2 $2
Accounts receivable (net of allowance
for doubtful accounts of $86 at December 31, 1997
and $87 at March 31, 1997) 1,420 1,584
Inventory 2,922 3,313
Prepaid expenses and other
current assets 100 67
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Total current assets 4,444 4,966
Property, plant and equipment at cost (net of
accumulated depreciation of $325 at December 31,
1997 and $249 at March 31, 1997) 788 841
Long Term Investments 50 0
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Total Assets $5,282 $5,807
======= =======
Current Liabilities:
Accounts payable 854 868
Accrued liabilities 313 483
Current portion of capital lease obligation 46 43
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Total current liabilities 1,213 1,394
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Capital lease obligation 90 125
Loans payable 900 1,226
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2,203 2,745
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 shares;
and outstanding 4,461,777 shares at
December 31, 1997
and 5,375,363 at March 31, 1997 54 54
Additional paid-in capital 3,621 3,621
Accumulated deficit (315) (591)
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3,360 3,084
Less: treasury stock, at cost (265)
Less: deferred compensation (16)
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Total shareholders' equity 3,079 3,062
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Total liabilities and shareholders' equity $5,282 $5,807
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</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
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ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
---------------------------- ----------------------------
1997 1996 1997 1996
(000) Omitted (000) Omitted
<S> <C> <C> <C> <C>
Net sales $10,966 $10,977 $3,179 $3,483
Cost of sales 8,400 8,300 2,413 2,625
------- ------- ------- -------
Gross profit 2,566 2,677 766 858
Selling, general and
administrative expenses 2,192 2,302 706 765
------- ------- ------- -------
Income from operations 374 375 60 93
Interest expense 86 137 20 43
------- ------- ------- -------
Income before provision
for income taxes 288 238 40 50
Provision for income taxes 12 31 0 14
------- ------- ------- -------
Net income $276 $207 $40 $36
======= ======= ======= =======
</TABLE>
Per share data for the nine months and three months ended December 31, 1997
and 1996 are as follows:
Net income per share:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Basic $0.05 $0.04 $0.01 $0.01
Diluted $0.05 $0.04 $0.01 $0.01
</TABLE>
Weighted average number of common shares outstanding:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Basic 5,173,920 5,212,545 5,041,757 5,240,363
Diluted 5,308,920 5,334,781 5,176,757 5,375,363
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED DECEMBER 31,
1997 1996
--------------------------------------
(000) Omitted
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $276 $207
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 76 46
Stock compensation 5 3
Changes in assets and liabilities:
Decrease in accounts receivable, net 164 363
Increase in prepaid expenses and other
current assets (32) (56)
Decrease in inventory 391 577
Increase (decrease) in accounts payable 52 (775)
(Decrease) increase in accrued liabilities (170) 139
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Net cash provided by operating activities 762 504
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Cash flows used in investing activities:
Capital expenditures (23) (44)
Long Term Investment (50) --
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Net cash used in investing activities (73) (44)
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Cash flows from financing activities:
Proceeds from issuance of common stock -- 47
Principal payments under capital lease obligations (32) --
Purchase of Treasury Stock (265) --
Repayments of loans payable, net (392) (506)
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Net cash used in financing activities (689) (459)
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Net increase in cash for the nine months
ended December 31 -- 1
Cash - beginning of period 2 2
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Cash - end of period $2 $3
====== ======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED FINANCIAL STATEMENTS
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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
December 31, 1997. The results of operations and cash flows for the nine month
period ended December 31, 1997 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 nine months ended December 31, 1997
and 1996 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 nine month and three month
periods ended December 31, 1997 and 1996 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.
4
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ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the nine months ended December 31, 1997 was
approximately $276,000, an increase of 33% over the same period last fiscal
year. This increase is principally the result of reducing selling, general and
administrative expenses and interest expense.
Sales decreased marginally by approximately $11,000, or 0.1%, for the
nine months and approximately $304,000, or 8.7%, for the three months ended
December 31, 1997, from the comparable nine and three month periods in 1996,
respectively, reflecting the lower booking rates experienced during August
1997 through November 1997. In addition, gross profit percentages decreased to
23.4% from 24.4% for the nine months, and to 24.1% from 24.6% for the three
months ended December 31, 1997 and 1996, respectively. These decreases are a
result of continued price pressures in a somewhat soft overall market.
Selling, general and administrative expenses decreased approximately
$110,000, or 4.8%, for the nine months and approximately $59,000, or 7.7%, for
the three months ended December 31, 1997 from the comparable previous nine and
three month periods in 1996. These decreases resulted from the Company's
ongoing efforts to operate more efficiently and the completion of the
installation of a new computer system, which has allowed for greater
productivity.
Interest expense decreased approximately $51,000, or 37.2% for nine
months, and approximately $23,000, or 53.5% for the three months ended
December 31, 1997, from the previous comparable nine and three month periods
in 1996. This decrease is due to both a lower loan balance and a significantly
reduced interest rate, as a result of the Company entering into a new lending
agreement on July 9, 1997.
5
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ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $762,000 in cash from its operating activities which was
used to primarily paydown the outstanding loan payable balance and to finance
the buy-back of common stock. At December 31, 1997, the Company had working
capital of $3,231,000 and its stockholders' equity was $3,079,000. The Company
believes that its present working capital, cash generated from operations and
amounts available under the new loan agreement will be sufficient to meet its
cash needs during the next year (the new loan agreement is described in the
Company's June 30, 1997 Form 10-QSB). The Company's principal credit facility
is a line of credit ("Line") measured by its inventory and receivables and
secured by substantially all of the Company's assets including a negative
pledge of (i.e. that the Company will not otherwise mortgage to any other
person) its Plainview office/warehouse facility. On December 31, 1997 the
Company owed $900,000 on the Line.
Astrex purchased 913,586 shares of its common stock from Libra-Wilshire
Partnership, LP at 29 cents per share. The settlement date was December 17,
1997. These shares represented all of the remaining shares in the Company held
by that partnership and constituted approximately 17% of the then outstanding
shares of the Company. Following the buy-back, the company has 4,461,777
shares outstanding.
6
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the December 15, 1997 Annual Meeting of the Company for the fiscal
year ending March 31, 1997, Mr. Michael McGuire was elected as a Class I
director for a term of three years. The other Astrex directors are, John C.
Loring, Howard Amster, David S. Zlatin and Mark Schindler. The voting tally at
the meeting was as follows:
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For Against Abstain & Broker Nonvotes
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McGuire 4,722,238 8,012 0
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Item 5. Other Information
With respect to the Company's re-purchase of its common stock see "Liquidity
and Capital Resources."
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
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<TABLE>
<CAPTION>
<S> <C> <C>
Previously Filed and Incorporated
Exhibit Description by reference or Filed Herewith
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3 (a) Certificate of Incorporation of Astrex, Inc., as amended Filed as Exhibit 3(a) to the Form 10-QSB
(a Delaware corporation) of the Company for the quarter ended
September 30, 1997
3 (b) By-Laws of Astrex, Inc., as amended Filed as Exhibit 3 (b) to the Form
10-QSB of the Company for the quarter
ended September 30, 1996
27 Financial Data Schedule Filed Herewith
(B) Reports on Form 8-K:
None
</TABLE>
7
<PAGE>
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: February 9, 1998 By: /s/ Michael McGuire
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Michael McGuire
Director, President and
Chief Executive Officer
By: /s/ Irene S. Lyons
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Irene S. Lyons
Chief Financial Officer, Vice President,
Treasurer and Secretary
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Financial Statements at December 31, 1997 (unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1997
<CASH> 2
<SECURITIES> 0
<RECEIVABLES> 1,506
<ALLOWANCES> (86)
<INVENTORY> 2,922
<CURRENT-ASSETS> 4,444
<PP&E> 1,113
<DEPRECIATION> (325)
<TOTAL-ASSETS> 5,282
<CURRENT-LIABILITIES> 1,213
<BONDS> 0
0
0
<COMMON> 54
<OTHER-SE> 3,025
<TOTAL-LIABILITY-AND-EQUITY> 5,282
<SALES> 10,966
<TOTAL-REVENUES> 10,966
<CGS> 8,400
<TOTAL-COSTS> 8,400
<OTHER-EXPENSES> 2,192
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86
<INCOME-PRETAX> 288
<INCOME-TAX> 12
<INCOME-CONTINUING> 276
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 276
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
