<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 March 31, 1998
Commission file number 1-4530
ASTREX, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-1930803
(State of incorporation) (IRS Employer Identification No.)
205 Express Street, Plainview, New York 11803
(Address of principal executive offices) (Zip Code)
516 - 433-1700
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
SECURITIES REGISTERED PURSUANT TO 12 (g) OF THE ACT:
Common Stock, $.01 Par Value
(Title of class)
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 past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to each 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. [X]
State issuer's revenues for its most recent fiscal year. $14,263,651.
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. $646,694 as of June 15, 1998 (See Item 5).
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 4,459,277 shares of Common Stock as
of June 16, 1998.
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ASTREX, INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Item required by Form 10-KSB Location of Item
- ---------------------------- ----------------
<S> <C>
Item 1. - Description of Business Item 1. Business
Item 2. - Description of Property Item 2. Description of Property
Item 3. - Legal Proceedings Item 3. Legal Proceedings
Item 4. - Submission of Matters to a Item 4. Submission of Matter to a
Vote of Security Holders Vote of Security Holders
Item 5. - Market for Common Equity Item 5. Market for Registrant's Common Equity
and Related Shareholder and Related Shareholder Matters
Matters
Item 6. - Management's Discussion and Item 6. Management's Discussion and Analysis of
Analysis or Plan of Operation Financial Condition and Results of Operation
Item 7. - Financial Statements Item 13. Exhibits, Financial Statements and Reports
on Form 8-K
Item 8. - Changes In and Disagreements Item 8. Changes in and Disagreements with
With Accountants on Accounting Accountants on Accounting
and Financial Disclosure and Financial Disclosure
Item 9. - Directors, Executive Officers, Item 9. Directors and Executive Officers
Promoters and Control Persons, of the Company;
Compliance with Section 16(a) Compliance with Section 16(a)
of the Exchange Act of the Exchange Act
Item 10. - Executive Compensation Item 10. Executive Compensation
Item 11. - Security Ownership of Certain Item 11. Security Ownership of Certain Beneficial
Beneficial Owners and Owners and Management
Management
Item 12. - Certain Relationships and Item 12. Certain Relationships and Related
Related Transactions Transactions
Item 13. - Exhibits and Reports on Item 13. Exhibits, Financial Statements and
Form 8-K Reports on Form 8-K
</TABLE>
1
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Part I
Item 1. Business.
General
Astrex, Inc., a Delaware corporation (the "Company" or "Astrex"), is a
value-added distributor of electronic components used to connect, control,
regulate or store electricity in equipment. The principal products assembled and
sold by Astrex are "connectors." "Connectors" link a wire or group of wires to
another wire or group of wires. Other products sold include relays, switches,
and LED's.
The Company (including its wholly owned subsidiaries T.F. Cushing, Inc.
and AVest, Inc.) has 52 employees, principally at facilities in Plainview, New
York and West Springfield, Massachusetts and carries in inventory over 25,000
different electronic parts from approximately 20 manufacturers, including
Amphenol Corporation, Hirose Electric (USA), Inc., ITT Cannon, ITW Switches,
Litton Winchester Electronics, Micro Switch (division of Honeywell, Inc.),
Packard Hughes Interconnect, and WPI Salem Division (Wire Pro). While the
Company sells a portion of this inventory without any further value
enhancements, a significant portion of its sales consists of components
assembled to customer specifications. The Company's sales are worldwide with a
concentration in the Northeast and Mid-Atlantic States where the Company serves
more than 3,200 customers representing a broad range of electronics users from
major original equipment manufacturers, to engineering firms and research and
educational institutions. The Company's largest industry markets include the
defense, aerospace, industrial equipment, and computer industries.
Approximately 82% of the products sold by the Company are connectors. A
connector links electronic components together and generally consists of a
shell, insert, contacts and adaptive hardware. Each of these four parts has many
variations and can be assembled together in almost unlimited combinations.
Connectors range in price, depending on design, complexity, use, and
availability from $0.25 to $2,500 a connector. The Company has traditionally
emphasized the sale of connectors that meet a higher standard of reliability and
performance including those meeting United States military specifications. Most
of the connectors sold by the Company range in price from $5 to $70 each.
The Company has the capacity to both assemble and test connectors to
customer's specifications, which is a capability that some of its competitors do
not have. The assembly capability also enables the Company to inventory fewer
finished parts and to deliver a wider variety of finished connectors,
substantially enhancing service to its customers. During the fiscal year ending
March 31, 1998 approximately 40% of the Company's sales represented assembled
connectors, approximately 36% of the Company's sales represented connectors not
requiring further assembly by the Company and approximately 6% of the Company's
sales represented unassembled connector parts.
The other products sold by the Company are devices that control or
regulate the flow of electricity to or within components, including relays and
switches that control current by opening or closing an electric circuit. These
products represented approximately 18% of sales.
2
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Assembly of military specification connectors, a significant part of
the Company's business, usually requires government approval. The Company has
such approvals as are necessary for the military specification connectors it
assembles and does not perceive any future problems with respect to such
approvals. The nature of the Company's business does not require significant
expenditures for product research and development and the Company's expenditures
in that regard over the past two years have been nominal.
The Company markets the products of approximately 20 manufacturers. Its
four largest suppliers, Amphenol Corporation, ITT Cannon, ITW Switches and
Packard Hughes Interconnect accounted for approximately 47% of fiscal year
ending March 31, 1998 purchases.
The Company has satisfactory relations with its suppliers, most of
which have done business with the Company for over 15 years. The Company
believes that most of the products it presently sells are available from other
sources at competitive prices. Most of the products sold by the Company are
purchased pursuant to franchise agreements that are typically cancelable by
either party at any time.
As of March 31, 1998 the Company's net inventory aggregated
approximately $3,383,000 of which approximately 83% consisted of connectors.
While manufacturers generally do not give distributors, such as the Company, the
absolute right to return unsold inventory, it is the policy of many
manufacturers to protect or partially protect franchised distributors, such as
the Company, against the potential write-down of inventories due to
technological change or manufacturer's price reductions. Similarly, a
manufacturer who elects to terminate a franchise may be required to purchase
from the distributor a substantial, if not the total, amount of its product
carried in inventory. No assurance can be given however, that these industry
practices will continue.
The Company serves more than 3,200 customers representing a broad
spectrum of electronic users ranging from major original equipment manufacturers
to engineering firms and research and educational institutions. Such customers
include manufacturers in the aerospace, industrial, defense and computer
industries. No single customer accounted for more the 10% of sales.
Many of the Company's customers require delivery schedules which are
generally not available on direct purchase from manufacturers. The Company
offers its customers the convenience of diverse and extensive local inventories
and rapid deliveries. In addition, because of its expertise in connectors, the
Company can offer its customers technical advice and support, and innovative
solutions to customer problems. The Company believes that its good long-term
relationships with its customers extending, in some cases, over a period of 20
years, give it a strong competitive position throughout the United States, and
especially the Northeast.
For the fiscal year ended March 31, 1998, 79% of the Company's sales
were in the Northeast and Middle Atlantic States, 18% of sales were to other
parts of the country and 3% of sales were for export.
Sales are generated by the Company's field sales force which covers
specific geographic territories and customers; by the Company's inside telephone
sales force; by independent sales representatives; and by the use of space
advertising in industry publications. Sales are managed and coordinated by
regional sales managers and by product managers located in the Company's
Plainview, New York or West Springfield, Massachusetts facilities.
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Recent Developments
In November 1997 Astrex signed a franchise agreement with Hypertronics
Corporation, a manufacturer of specialized, high reliability connectors, using
patented "Hypertac" contacts. Astrex is the exclusive distributor of these
products East of the Mississippi.
In June 1998 Astrex signed two additional franchise agreements, one
with Sumitomo Electric, Interconnect Products, Inc. and one with Glenair, Inc.
Sumitomo manufactures heat shrinkable tubing used in the assembly of cable to
connectors. Astrex will be a value-added distributor for Sumitomo using
Sumitomo's state of the art marking and cutting equipment to make customized
heat shrink tubing. Glenair is the world's largest manufacturer of connector
backshells and accessories. Astrex will distibute their full line of products.
Competition
The Company operates in a highly competitive environment. The sale and
distribution of products sold by the electronics distribution industry is
extremely competitive, particularly with regard to price and product
availability. The Company competes with numerous local, regional, and national
distributors, many of which have greater financial resources and sales than the
Company. To a certain extent, the Company also competes with manufacturers of
electronic parts and components, including some of its suppliers, which are
involved in the direct sales of their products.
Backlog
At April 1, 1998, the Company's total backlog of confirmed, unfilled
orders was approximately $3,182,000, a slight increase over the April 1, 1997
backlog of $3,176,000. The Company expects almost the entire backlog to be
shipped before the end of fiscal 1999. The backlog at year-end is not
necessarily indicative of sales for any specific subsequent period.
Compliance with Environmental Laws
In the fiscal years ending March 31, 1998 and 1997 the Company expended
less than ten thousand dollars in order to comply with environmental laws with
respect to the Plainview building. The Company has had no other expenditures
with respect to such laws in that time period.
Employees
As of March 31, 1998 the Company had 52 employees. The Company has
senior operating personnel at both its Plainview, New York and West Springfield,
Massachusetts facilities, some of whom have been with the Company or a
subsidiary for more than 15 years. Management believes that its relations with
its employees are satisfactory.
4
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Item 2. Properties.
Through its wholly owned subsidiary, AVest, Inc., the Company owns a
22,000 square foot building at 205 Express Street, Plainview, New York. The
Company's principal executive offices occupy approximately 750 square feet of
that building with the balance of the building space constituting office,
warehouse and assembly facilities for the Company. The property is adequately
covered by insurance and there are at present no significant renovation,
improvement or development plans with respect to the facility. The Company's
T.F. Cushing, Inc. subsidiary occupies 3,500 square feet in West Springfield,
Massachusetts at an annual rent of $20,760 under a lease that expires August 31,
2000. In addition the Company presently maintains sales offices in Endwell, New
York (1,500 square feet, $15,000 annual rent, under a lease that expires
12/31/98), Willow Grove, Pennsylvania (1,323 square feet, $19,845 annual rent,
month-to-month occupancy under a lease which expired 12/19/92) and Woburn,
Massachusetts (1,058 square feet, $18,768 annual rent, under a lease that
expires 11/30/99). All of the Company's premises are adequate for the Company's
current and foreseeable requirements. The Company has no present plans to
significantly renovate or improve any of its leased properties.
During fiscal year 1997 the Company made a long-term investment in a
real estate investment partnership (which owns and leases property) which
represents an immaterial amount of the Company's assets. The Company is not
presently engaged in other real estate activities but reserves the right to
engage in any such activities in the future.
Item 3. Legal Proceedings.
As of March 31, 1998 and the date hereof there was no litigation
pending against or on behalf of the Company or its properties.
Item 4. Submission of Matters to a Vote of Security Holders.
NONE
5
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Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's common stock ("Astrex Common Stock") trades on the
over-the-counter market under the symbol "ASXI". The following table sets forth
the high and low closing bids for Astrex Common Stock. These over-the-counter
market quotations reflect inter-dealer prices without retail mark-up, mark-down
or commission, are approximate and may not necessarily represent actual
transactions.
Calendar Year
& Quarter High Closing Bid Low Closing Bid
--------- ---------------- ---------------
1996 Second Quarter 5/16 1/4
Third Quarter 1/4 1/4
Fourth Quarter 1/4 1/4
1997 First Quarter 9/32 1/4
Second Quarter 9/32 1/4
Third Quarter 11/32 7/32
Fourth Quarter 3/8 9/32
1998 First Quarter 5/16 5/16
For purposes of the disclosure of the aggregate market value of the
voting stock held by non-affiliates as set forth on page 1 of this Report, the
Company has used the price of 37.5 cents per share, which is the average of the
reported closing bid and ask prices on June 15, 1998.
No dividends have been paid on common stock since April 1978 and the
Company does not anticipate paying dividends with respect to common stock in the
foreseeable future.
In the fiscal year ended March 31, 1997, 17 employees purchased a total
of 150,000 unregistered shares at the price of 31 cents per share directly from
the Company.
As of June 16, 1998 there were 4,459,277 shares of the Company's common
stock outstanding and held by 368 holders of record.
6
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Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
Results of Operations
Fiscal year 1998 saw a 5% improvement in net income over fiscal year
1997. The improvement in income was, as detailed below, principally the result
of lower interest expense and SG&A expenses.
Net sales for the fiscal year ended March 31, 1998 were approximately
$14.3 million, down from $14.4 million for the fiscal year ended March 31, 1997.
The $121,000, 0.8% decrease in sales for fiscal 1998 versus fiscal 1997 was due
in significant part to the lower booking rates experienced during August 1997
through November 1997. Sales to commercial and industrial accounts were up 3%
for fiscal 1998 versus 1997. Sales to military accounts decreased 5% for the
same periods.
At April 1, 1998, the Company's total backlog of confirmed, unfilled
orders was approximately $3,182,000 a slight increase over the April 1, 1997
backlog of $3,176,000.
Due to price pressure in all connector markets, the Company's gross
margins fell to 23.3% in fiscal 1998 from 24.8% in fiscal 1997.
Selling, general and administrative expenses decreased approximately
$163,000, or 5.3%, for the fiscal year ended March 31, 1998, to $2,888,645 down
from $3,051,710 for the fiscal year ended March 31, 1997. This decrease was
achieved by tighter budget procedures in regards to all expenses.
Interest expense decreased to $103,225 in fiscal 1998 from $181,622 in
fiscal 1997. This was due to decreases in both average loan balances and average
interest rates for the two periods. The latter decrease was a result of a
restructuring of the Company's principal lending agreement in the early part of
fiscal 1997, which provided a reduction in the Company's effective borrowing
rate of approximately 2.5%.
Liquidity and Capital Resources
The Company generated $415,000 in cash from its operating activities.
The Company used this cash primarily for the repurchase of its common stock, and
for a long-term real estate investment (through its subsidiary AVest, Inc.). At
March 31, 1998, the Company had working capital of $3,582,000 and its
stockholders' equity was $3,126,000. 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 Company's principal credit facility is a line of credit ("Line") based
on its inventory and receivables and secured by substantially all of the
Company's assets including a negative pledge of its Plainview office/warehouse
facility. On March 31, 1998 and May 31, 1998 the Company owed approximately
$1,200,000 on the Line. On July 9, 1997, the Company voluntarily changed its
secured lender in order to obtain a more favorable interest rate. The terms of
the new secured lending arrangement (expiring in July 1999) are substantially
the same as the previous arrangement except that (i) the lender is a commercial
bank, and (ii) the interest rate is appreciably lower. The Company's
relationship with its secured lender is satisfactory and the Company believes
that the lending arrangement will be adequate for the foreseeable future.
7
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In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share." Statement 128 establishes new standards
for computing and presenting earnings per share. It replaces the presentation of
primary EPS with a presentation of basic EPS, which excludes the effects of
dilution, and diluted EPS. The adoption of Statement 128 in fiscal 1998 did not
have a significant impact on the Company's earnings per share calculations.
Item 7. Financial Statements and Supplementary Data.
Pages F-1 et. seq. of this Form 10-KSB are by this reference
incorporated herein.
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
NOT APPLICABLE
Part III
Item 9. Directors and Executive Officers of the Company; Compliance
with Section 16(a) of the Exchange Act.
The following table sets forth for current officers and directors, (i)
that person's name, (ii) if applicable the Director Class elected to, (iii) all
positions with the Company held by that person, (iv) that person's age, (v) that
person's principal occupation for the past five years and (vi) with respect to
directors the date on which that person first became a director of the Company.
Unless otherwise indicated, each person has held the position shown, or has been
associated with the named employer in an executive capacity, for more than five
years. The terms of the current directors expire upon the election and
qualification of their successors at the Annual Meeting. The terms of officers
expire at the pleasure of the Board of Directors.
8
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<TABLE>
<CAPTION>
Name, Age, Cal. Year First
Became a Director or Officer & Director
Class if applicable. Principal Occupation for past five years
- -------------------- ----------------------------------------
<S> <C>
Howard Amster Private investor and registered representative with Everen Securities,
Director Inc., Cleveland, Ohio. Director, Geauga Savings Bank, a northern Ohio
50 - since 1992 - Class III savings and loan; and Trustee, CleveTrust Realty Investors, a real
estate company.
John C. Loring Attorney and private investor, Chicago, Illinois. Mr. Loring is a
Director and Chairman director of Geauga Savings Bank, a northern Ohio savings and loan, and
53 - since 1988 - Class III was formerly Vice Chairman and a director of GalVest, Inc., a Houston
oil and gas company, Weatherford International, a Houston well servicing
company, Fleet Aerospace, Inc., a Toronto manufacturer of components for
the aerospace market, and Guardian Bankcorp., Inc., a former Los Angeles
Bank.
Michael McGuire Mr. McGuire joined the Company in 1969. Prior to becoming CEO and
Director, CEO and President President he was the Company's General Manager and Director of
44 - since 1991 - Class I Operations.
Irene S. Lyons Prior to joining the Company in 1993, Ms. Lyons, a Certified Public
CFO, Executive Vice President, Accountant, was employed with KPMG Peat Marwick as a Senior Accountant.
Treasurer and Secretary
30 - since 1993
Mark Schindler Mr. Schindler is a self-employed consultant, private investor, and
Director Secretary, Treasurer and director of Madison Venture Capital II, Inc.,
76 - since 1960 - Class II New York, New York. Mr. Schindler was formerly a director and officer
of Natural Child Care, Inc./Winners All International, Ltd., Light
Savers U.S.A., Inc. which became Hospitality Worldwide Services, Inc.,
Servtex International Inc. which became Hymedix, Inc. Mr. Schindler
founded Astrex, Inc.
David S. Zlatin Chief Operating Officer of Ramat Securities, Ltd., Rabbi and private
Director investor.
46 - since 1993 - Class II
Nancy Shields Ms. Shields joined the Company in 1990. Prior to becoming Vice
Executive Vice President President she was the Corporate Product Manager and has worked in the
41 - since 1995 electronics distribution industry since 1977.
</TABLE>
9
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<TABLE>
<CAPTION>
<S> <C>
Wayne Miller Mr. Miller joined the Company in 1996 as the Director of New Business
Executive Vice President Development. Prior to 1996, Mr. Miller has held various management
44 - since 1997 positions within the electronics industry. He has worked in the
electronics distribution industry since 1975.
Robert McGuire Mr. McGuire joined the Company in 1981. Prior to becoming Vice President
Executive Vice President he held the position of Warehouse Manager and has worked in the
48 - since 1997 distribution industry since 1976.
</TABLE>
In addition John Loring is Chairman and Secretary of the Company's
wholly owned subsidiary AVest, and David Zlatin is President and Treasurer of
AVest. They are also AVest's two directors. The officers and directors of T.F.
Cushing are the same as for the Company.
Two of the newly elected Executive Vice Presidents of the Company have
each belatedly filed one SEC Form 3. The Company is not aware of any other
persons who failed to file on a timely basis any reports relating to the Company
required by Section 16(a) of the Securities Exchange Act during the fiscal year
that ended March 31, 1998.
Item 10. Executive Compensation.
The following table shows information concerning the compensation paid
or awarded by the Company and its subsidiaries for services to its Chief
Executive Officer and Vice President of Sales during fiscal years ending March
31, 1998, 1997 and 1996. Other then Mr. McGuire and Mr. Miller there were no
executive officers of the Company whose compensation was or exceeded $100,000.
The Company (i) has no retirement, pension, profit sharing, stock option, stock
appreciation rights or long term incentive plans for the years in question, (ii)
has not awarded any bonuses during or for the years in question, except as set
forth in the table below, and to one other executive officer, and (iii) has no
employment contracts or termination of employment and change of control
arrangements for any of the Company's executive officers.
In the first quarter of fiscal year 1997, the Company awarded 135,000
unregistered lettered shares of the Company's common stock to 19 employees
(including Mr. McGuire who received 15,000 shares), none of whom received more
than 15,000 shares. To the extent an employee ceases to be employed by the
Company prior to March 31, 2000 (other than on account of death) the shares
awarded to said employee are forfeited to the Company. It is not expected that
any dividends will be paid on these shares for the foreseeable future.
10
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Name and Annual Compensation Awards
Principal Position Fiscal Year Salary ($) Bonus ($) Restricted Stock Awards ($)
- ------------------ ----------- ---------- --------- ---------------------------
<S> <C> <C> <C>
Michael McGuire 1998 $161,000 $57,360 -
CEO & President 1997 $161,000 $57,360 $4,650
1996 $150,000 $51,500 -
Wayne Miller 1998 $101,506 - -
Executive Vice President of 1997 $ 99,156 - $4,650
Sales
</TABLE>
The Board of Directors held four meetings during fiscal year ending
March 31, 1998. Each of the directors of the Company attended each of those
meetings. Other than the Executive Committee there were no active standing
committees of the Board of Directors during that fiscal year. During that fiscal
year the board of directors meeting fees for directors who are not full time
employees of the Company were $750. Pursuant to this arrangement each of the
directors, other than Mr. McGuire, received $3,000. In addition, during the
fiscal year ending March 31, 1998 (i) Mr. Loring for services as Chairman of the
Board and the Executive committee received $25,000 and $29,500 respectively,
(ii) Mr. Amster for his services on the Executive Committee received $29,500.
For the fiscal year ending March 31, 1997 (i) Mr. Loring for services as
Chairman of the Board and the Executive committee received $25,000 and $27,000
respectively, (ii) Mr. Amster for his services on the Executive Committee
received $27,000.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the number and percentage of shares of
the Company's Common Stock beneficially owned as of June 15, 1998 by persons who
are known by the Company to be the beneficial owners of more than 5% of the
Company's outstanding Common Stock as of that date, and the directors of the
Company and its chief executive officer, and all officers and directors of the
Company as a group. For purposes of this Report, beneficial ownership is defined
in accordance with Rule 13d-3 of the Securities and Exchange Commission (the
"Commission") to mean generally the power to vote or dispose of shares,
regardless of any economic interest therein. The persons listed have sole voting
power and sole dispositive power with respect to all shares set forth in the
table unless otherwise specified in the footnotes to the table.
11
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<TABLE>
<CAPTION>
Beneficial Holders Of More Than 5%
Name and Address of Beneficial Owners Shares Held Percentage1
------------------------------------- ----------- -----------
<S> <C> <C>
Howard Amster(2) 1,209,311 27.12%
205 Express Street
Plainview, New York 11803
William Costaras 336,184 7.54%
22674 Halburton Road
Beachwood, Ohio 44122
FMR, Corp. 565,723 12.69%
82 Devonshire Street
Boston, Massachusetts 02109
Herzog, Heine, Geduld, Inc. 605,741 13.58%
26 Broadway
New York, New York 10004
John C. Loring(3) 980,263 21.98%
205 Express Street
Plainview, New York 11803
Michael McGuire(4) 242,975 5.45%
205 Express Street
Plainview, New York 11803
</TABLE>
Officer and Director Holdings
<TABLE>
<CAPTION>
Name and Address of Beneficial Owners Shares Held Percentage(1)
------------------------------------- ----------- -----------
<S> <C> <C>
Howard Amster(2) 1,209,311 27.12%
John C. Loring(3) 980,263 21.98%
Michael McGuire(4) 242,975 5.45%
Mark Schindler 1,449 *
David S. Zlatin 10,262 *
All Other Officers 95,058 2.13%
All Officers and Directors as a group (8 persons) 2,539,318 56.94%
</TABLE>
* Less than 1%.
1 Based on 4,459,277 shares outstanding.
2 Includes 73,886 shares owned by his spouse, the beneficial ownership
of which he disclaims.
3 Includes 77,170 shares owned by his spouse's IRA, the beneficial
ownership of which he disclaims
4 Includes 90,537 shares owned by his spouse's IRA, the beneficial
ownership of which he disclaims.
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Item 12. Certain Relationships and Related Transactions.
See "Item 1. Business - General"
PART IV
Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
<TABLE>
<CAPTION>
<S> <C> <C>
(a)(1) Financial Statements Page No.
Report of KPMG Peat Marwick LLP, Certified Public Accountants F-1
Consolidated Balance Sheet as of March 31, 1998 F-2
Consolidated Statements of Operations for the years ended March 31, 1998 and 1997 F-3
Consolidated Statements of Shareholders' Equity F-4
for the years ended March 31, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended March 31, 1998 and 1997 F-5
Notes to Consolidated Financial Statements F-6
</TABLE>
(a)(3) Exhibits
The exhibits listed on the accompanying Exhibit Index are filed as
part of this report.
<TABLE>
<CAPTION>
Previously Filed and Incorporated
Exhibit Description by reference or Filed Herewith
- ------- ----------- ------------------------------
<S> <C> <C>
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
</TABLE>
13
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<TABLE>
<CAPTION>
<S> <C> <C>
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
10(a) Credit and Security Agreement (Revolver) between Astrex, Filed as Exhibit 10(a) to the Form
Inc. and Fleet National Bank dated July 9, 1997 10-QSB of the Company for the quarter
ended September 30, 1997
10(b) Appendix A to Credit and Security Agreement (Revolver) Filed as Exhibit 10(b) to the Form
between Astrex, Inc. and Fleet National Bank dated July 9, 10-QSB of the Company for the quarter
1997 ended September 30, 1997
10(c) Pledge Agreement between Astrex, Inc. and Fleet National Filed as Exhibit 10(c) to the Form
Bank dated July 9, 1997 10-QSB of the Company for the quarter
ended September 30, 1997
10(d) Revolving Credit Promissory Note between Astrex, Inc. and Filed as Exhibit 10(d) to the Form
Fleet National Bank dated July 9, 1997 10-QSB of the Company for the quarter
ended September 30, 1997
10(e) Guaranty Agreement between AVest, Inc. and Fleet National Filed as Exhibit 10(e) to the Form
Bank dated July 9, 1997 10-QSB of the Company for the quarter
ended September 30, 1997
10(f) Guaranty Agreement between T.F. Cushing, Inc. and Fleet Filed as Exhibit 10(f) to the Form
National Bank dated July 9, 1997 10-QSB of the Company for the quarter
ended September 30, 1997
27 Financial Data Schedule Filed herewith
</TABLE>
(b) No Current Reports on Form 8-K were filed by the Company during the last
quarter of the period covered by this Report.
14
<PAGE>
Independent Auditors' Report
The Board of Directors and Shareholders
Astrex, Inc.:
We have audited the accompanying consolidated balance sheet of Astrex, Inc. and
subsidiaries as of March 31, 1998 and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the years in the
two-year period ended March 31, 1998. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated 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.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Astrex, Inc. and
subsidiaries as of March 31, 1998 and the results of their operations and their
cash flows for each of the years in the two-year period ended March 31, 1998, in
conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
Jericho, New York
May 15, 1998
15
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
March 31, 1998
<TABLE>
<CAPTION>
Assets
<S> <C>
Current assets:
Cash $ 2,000
Accounts receivable (net of allowance for doubtful
accounts of $79,000) 1,501,755
Inventory 3,382,863
Prepaid expenses and other current assets 61,827
-----------
Total current assets 4,948,445
Fixed assets, net 772,272
Other long-term assets 50,000
-----------
$ 5,770,717
===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 984,675
Accrued liabilities 334,209
Current portion of capital lease obligation 47,851
-----------
Total current liabilities 1,366,735
-----------
Capital lease obligation 77,634
Loans payable, long-term 1,200,000
-----------
Total liabilities 2,644,369
-----------
Commitments
Shareholders' equity:
Preferred stock, Series A - par value $5 per share; authorized,
200,000 shares; issued, none --
Preferred stock, Series B - par value $.01 per share; authorized,
7,500,000 shares; issued, none --
Common stock - par value $.01 per share; authorized, 15,000,000
shares; issued and outstanding 5,372,863 shares 53,729
Additional paid-in capital 3,620,359
Accumulated deficit (268,528)
-----------
3,405,560
Less treasury stock, at cost (913,586 shares) (264,940)
Less deferred compensation (14,272)
-----------
Total shareholders' equity 3,126,348
-----------
$ 5,770,717
===========
</TABLE>
See accompanying notes to consolidated financial statements.
16
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net sales $ 14,263,651 14,384,930
Cost of sales 10,938,301 10,813,922
------------ ------------
Gross profit 3,325,350 3,571,008
Selling, general and administrative expenses 2,888,645 3,051,710
------------ ------------
Income from operations 436,705 519,298
Interest expense (103,225) (181,622)
Other income, net 46 346
------------ ------------
Income before provision
for income taxes 333,526 338,022
Provision for income taxes 11,525 31,474
------------ ------------
Net income $ 322,001 306,548
============ ============
Net income per share:
Basic $ .07 .06
============ ============
Diluted $ .06 .06
============ ============
Weighted average number of shares outstanding:
Basic 4,965,036 5,219,404
============ ============
Diluted 5,099,269 5,344,788
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
17
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
Years ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Common stock
par value $.01 per share Additional Accu- Deferred
------------------------ paid-in mulated Treasury compen-
Shares Amount capital deficit stock sation Total
------ ------ ------- ------- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, March 31, 1996 5,090,363 $ 50,904 3,547,931 (897,077) -- -- 2,701,758
Shares granted to employees 135,000 1,350 27,945 -- -- (29,295) --
Amortization of deferred
compensation -- -- -- -- -- 7,161 7,161
Shares sold to employees 150,000 1,500 45,000 -- -- -- 46,500
Net income -- -- -- 306,548 -- -- 306,548
--------- ------ --------- -------- -------- ------- ---------
Balance, March 31, 1997 5,375,363 53,754 3,620,876 (590,529) -- (22,134) 3,061,967
========= ====== ========= ======== ======== ======= =========
Treasury stock acquisiton (913,586) -- -- -- (264,940) -- (264,940)
Amortization of deferred
compensation -- -- -- -- -- 7,320 7,320
Shares forfeited under
deferred compensation
arrangement (2,500) (25) (517) -- -- 542 --
Net income -- -- -- 322,001 -- -- 322,001
--------- ------ --------- -------- -------- ------- ---------
Balance, March 31, 1998 4,459,277 53,729 3,620,359 (268,528) (264,940) (14,272) 3,126,348
========= ====== ========= ======== ======== ======= =========
</TABLE>
See accompanying notes to consolidated financial statements.
18
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 322,001 306,548
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 99,174 64,364
Stock compensation 7,320 7,161
Changes in assets and liabilities:
Decrease in accounts receivable, net 82,477 180,219
(Increase) decrease in inventory (69,640) 620,851
Decrease (increase) in prepaid expenses and other
current assets 5,646 (46,231)
Increase (decrease) in accounts payable 116,835 (781,729)
(Decrease) increase in accrued liabilities (148,344) 196,172
--------- ---------
Net cash provided by operating activities 415,469 547,355
--------- ---------
Cash flows from investing activities:
Capital expenditures (30,877) (49,452)
Long-term investment (50,000) --
--------- ---------
Net cash used in investing activities (80,877) (49,452)
--------- ---------
Cash flows from financing activities:
Repayments of loan payable (26,133) (555,931)
Proceeds from issuance of common stock -- 46,500
Principal payments under capital lease obligations (43,519) 11,452
Purchase of treasury stock (264,940) --
--------- ---------
Net cash used in financing activities (334,592) (497,979)
--------- ---------
Net (decrease) increase in cash -- (76)
Cash, beginning of year 2,000 2,076
--------- ---------
Cash, end of year $ 2,000 2,000
========= =========
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ 95,431 185,265
========= =========
Income taxes $ 32,657 40,188
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
19
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1998 and 1997
(1) Description of Business and Related Matters
Astrex, Inc. and subsidiaries (the Company) sell and distribute
electronic parts and components. Approximately 82% of the Company's sales
consist of connectors that connect a wire or group of wires to another
wire or group of wires. The other products sold by the Company, which
comprise the remaining 18% of sales, are devices that control or regulate
the flow of electricity to or within components. The Company's largest
markets include the defense, aerospace, industrial and computer
industries, which sales are worldwide with a concentration in the
Northeast and Mid-Atlantic states.
Most of the Company's customers are located in the Northeast and Mid
Atlantic states. No single customer accounted for more than ten percent
of the Company's sales in 1998 and 1997, and no account receivable from
any customer amounted to more than 5 percent of the Company's total
stockholders' equity at March 31, 1998.
The Company markets the products of approximately 20 manufacturers. Its
four largest suppliers accounted for approximately 47% of fiscal year
ending March 31, 1998 purchases.
(2) Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly-owned. All significant
intercompany accounts and transactions have been eliminated.
Fair Value of Financial Instruments
The carrying value of all financial instruments approximate fair value.
Use of 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 disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual amounts are not expected to differ
materially from those estimates.
Revenue Recognition
Sales revenue is recognized upon shipment of products.
Inventory
Inventory, consisting principally of finished goods, is stated at the
lower of cost (first-in, first-out) or market.
(Continued)
20
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2), Continued
Long-Lived Assets
The Company implemented the provisions of Statement of Financial
Accounting Standards No.121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of", effective April 1,
1996. The Company reviews its long-lived assets (property, plant and
equipment) for impairment whenever events or circumstances indicate that
the carrying amount of an asset may not be recoverable. If the sum of the
expected cash flows, undiscounted and without interest, is less than the
carrying amount of the asset, an impairment loss is recognized as the
amount by which the carrying amount of the asset exceeds its fair value.
The adoption of Statement No.121 had no impact on the Company's financial
position or results of operations.
Depreciation of fixed assets is computed by the straight-line method at
rates adequate to allocate the cost over their expected useful lives.
Equipment held under capital leases are amortized on the straight-line
method over the shorter of the lease term or estimated useful life of the
asset.
Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
Net Income Per Share
Net income per share is based on net income for each year divided by the
weighted average number of shares outstanding during each year.
In February 1997, the Financial Accounting Standards Board issued
Statement No.128, "Earnings Per Share". Statement 128 establishes new
standards for comparing and presenting earnings per share (EPS). It
replaces the presentation of primary EPS with a presentation of basic
EPS, which excludes the effect of dilution, and diluted EPS. The adoption
of Statement 128 in fiscal 1998 did not have a significant impact on the
Company's EPS calculation.
Cash Flows
During fiscal 1997, the Company's non-cash financing activities included
capital lease obligations of $189,925 incurred when the Company entered
into lease agreements for new equipment.
(Continued)
21
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(3) Fixed Assets
Fixed assets consist of the following:
Estimated
useful life
Land $ 128,836 -
Building and improvements 570,282 30 years
Equipment, furniture and fixtures 421,746 5 to 10 years
----------
1,120,864
Less accumulated depreciation 348,592
----------
$ 772,272
==========
(4) Loans Payable
Prior to July 9, 1997 the Company's principal loan agreement provided for
a line of credit equal to 85% of its eligible accounts receivable and 25%
of its eligible net inventory but not more than $2,500,000 with interest
payable monthly at the rate of 2% above the lender's prime rate (prime
rate at March 31, 1997 was 8.25% per annum). That loan agreement was with
a non-bank lender specializing in secured lending and was secured by
substantially all of the Company's assets including a mortgage on the
Company's 205 Express Street property.
On July 9, 1997 the Company entered into a new secured lending agreement
with a commercial bank to refinance its then existing facility described
above, and provide for future working capital needs. This new facility,
which has a term ending in July 1999, provides for substantially the same
terms as the previous facility except that the 205 Express Street
property is subject to a negative pledge rather than a mortgage and, at
the Company's option, provides for short term fixed rate borrowing for
fixed amounts at LIBOR plus 2% or daily borrowing at the bank's prime
rate or a mixture of the two (7.69% at March 31, 1998). Debt outstanding
at March 31, 1998, amounting to $1,200,000 has been classified according
to the repayment terms of the new credit facility which is due in July
1999.
The new facility contains various restrictive covenants, among which are
the maintenance of various financial ratios and tests, and restrictions
on the payment of dividends. The Company was in compliance with all
covenants at March 31, 1998.
(5) Income Taxes
The provision for income tax expense for the years ended March 31, 1998
and 1997 consists principally of state and local income taxes. Federal
income tax expense in 1998 and 1997 has been offset by the utilization of
net operating loss carryforwards available to the Company.
(Continued)
22
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(5), Continued
Total income tax expense for fiscal 1998 and 1997 differed from the
amounts computed by applying the United States Federal income tax rate of
34% to income before income taxes as a result of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Computed "expected" tax expense $ 113,500 115,000
State income taxes 11,525 31,474
Utilization of net operating loss carryforwards (113,500) (115,000)
--------- ---------
$ 11,525 31,474
========= =========
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at March
31, 1998 are presented below:
Deferred tax assets:
Net operating loss carryforward $2,040,000
Inventory reserve and cost capitalization 751,000
Bad debts 32,000
----------
Total gross deferred tax assets 2,823,000
Less valuation allowance 2,769,000
----------
54,000
Deferred tax liabilities:
Depreciation 54,000
----------
$ -
==========
Primarily due to competitive pricing pressures in the Company's industry
and their potential impact on operating results, the Company does not
believe that it is more likely than not that it will utilize its deferred
tax assets. As a result, the Company established a valuation allowance
against its deferred tax assets at March 31, 1998. The amount of deferred
tax assets and corresponding valuation allowance decreased by $118,000
during the year ending March 31, 1998.
At March 31, 1998, the Company has a net operating loss carryforward
available for federal income tax purposes of approximately $6,000,000,
expiring by 2010. Pursuant to Section 382 of the Internal Revenue Code of
1986, as amended and Section 383 of the Code, utilization of net
operating loss carryforwards will be limited in future years due to a
prior year change in ownership of the Company.
(6) Employee 401(k) Plan
The Company established an employee 401(k) plan (the Plan) in fiscal
1996. The Plan is a defined contribution plan which is administered by
the Company. All regular, full-time
(Continued)
23
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(6), Continued
employees are eligible for voluntary participation upon completing one
year of service and having attained the age of twenty-one. The plan
provides for growth in savings through contributions and income from
investments. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA), as amended. Plan participants are
allowed to contribute a specified percentage of their base salary. The
Company retains the right to make optional contributions for any plan
year. The Company contributed $22,355 to the Plan for fiscal 1998 and
$23,000 for fiscal 1997.
(7) Shareholders' Equity
In April 1996, the Company awarded 135,000 unregistered lettered shares
of the Company's common stock to 19 employees, none of whom received more
than 15,000 shares. The employees must remain in the employ of the
Company until April 2000 or the shares received are forfeited. The
shares, which are included as outstanding at March 31, 1998, are excluded
from the basic earnings per share, and included in the diluted earnings
per share. The fair value of the shares granted of $29,295 is being
amortized to selling, general and administrative expenses ($7,320 and
$7,161 in fiscal 1998 and 1997, respectively) over the four year vesting
period. In fiscal 1998, under the agreement, 2,500 shares were forfeited.
Also, in the first quarter of 1997, the Company determined to make
available for purchase by all interested employees, up to a total of
150,000 unregistered shares of the Company's common stock at thirty-one
cents a share, a price substantially reflective of the then trading price
for registered shares. Pursuant thereto, 17 employees purchased a total
of 150,000 unregistered shares in the fiscal year ended March 31, 1997.
In December, 1997, the Company purchased 913,586 shares of its common
stock for $264,940 from one of its principal shareholders. Such shares
are being held as treasury shares.
(8) Capital Leases
The Company finances the purchase of certain computer and telephone
equipment through capital leases. At March 31, 1998 and 1997, equipment,
furniture and fixtures include $122,255 and $169,672, respectively, of
net assets recorded under capital leases. The Company's minimum future
obligations under these capital leases are as follows:
Fiscal 1999 $ 57,579
Fiscal 2000 51,209
Fiscal 2001 32,724
---------
Total minimum lease payments 141,512
Less amount representing interest 16,027
---------
Present value of net minimum lease
payments (including current
portion of $47,851) $ 125,485
=========
(Continued)
24
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(9) Commitments
The Company leases certain premises and equipment under operating leases.
As of March 31, 1998, the Company has noncancellable lease commitments as
follows:
Years ended March 31,:
1999 $ 61,500
2000 40,700
2001 12,200
Rent expense (for leased property and equipment) included in selling,
general and administrative expenses for the years ended March 31, 1998
and 1997 was $89,330 and $71,027, respectively.
26
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASTREX, INC.
(Registrant)
by /s/ Michael McGuire
Michael McGuire, Director,
President and Chief Executive Officer
(principal executive officer)
Dated: June 25, 1998
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.
<TABLE>
<CAPTION>
<S> <C>
/s/ John C. Loring /s/ Irene S. Lyons
- ------------------------------------- --------------------------------------
John C. Loring, Chairman of the Board Irene S. Lyons, CFO, Executive Vice President,
and Director Treasurer and Secretary
(principal financial and accounting officer)
Dated: June 25, 1998 Dated: June 25, 1998
------------- -------------
/s/ Howard Amster /s/ Mark Schindler
- ------------------------------------- --------------------------------------
Howard Amster, Director Mark Schindler, Director
Dated: June 25, 1998 Dated: June 25, 1998
------------- -------------
/s/ David S. Zlatin
- -------------------------------------
David S. Zlatin, Director
Dated: June 25, 1998
-------------
</TABLE>
26
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Financial "Statements at March 31, 1998 (unaudited) and is
qualified in its entirety by reference to such" financial statements.
</LEGEND>
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> MAR-31-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 2,000
<SECURITIES> 0
<RECEIVABLES> 1,518,000
<ALLOWANCES> (79,000)
<INVENTORY> 3,383,000
<CURRENT-ASSETS> 4,948,000
<PP&E> 1,121,000
<DEPRECIATION> (349,000)
<TOTAL-ASSETS> 5,771,000
<CURRENT-LIABILITIES> 1,367,000
<BONDS> 0
54,000
0
<COMMON> 0
<OTHER-SE> 3,073,000
<TOTAL-LIABILITY-AND-EQUITY> 5,771,000
<SALES> 14,264,000
<TOTAL-REVENUES> 14,264,000
<CGS> 10,938,000
<TOTAL-COSTS> 10,938,000
<OTHER-EXPENSES> 2,889,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 103,000
<INCOME-PRETAX> 334,000
<INCOME-TAX> 12,000
<INCOME-CONTINUING> 322,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 322,000
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.06
</TABLE>
