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 September 30, 1999
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 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 October 29, 1999 common
shares outstanding were 5,629,277.
<PAGE>
ASTREX, INC.
INDEX
Page
No.
PART I: Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets
September 30, 1999 (unaudited) and March 31, 1999 .....................1
Consolidated Statements of Income (unaudited)
Six months and three months ended September 30, 1999 and 1998 .........2
Consolidated Statements of Cash Flows (unaudited)
Six months ended September 30, 1999 and 1998 ..........................3
Notes to Consolidated Financial Statements (unaudited) ..............4-5
Item 2. Management's Discussion and Analysis or Plan of Operations .........6-8
PART II: Other Information
Other Information and Signatures ..........................................9-10
<PAGE>
PART I - Financial Information
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 1999 March 31, 1999
(Unaudited)
------------------ --------------
(000) Omitted
<S> <C> <C>
Current Assets:
Cash $ 226 $ 2
Accounts receivable (net of allowance
for doubtful accounts of $79 at September 30, 1999
and March 31, 1999) 1,848 1,893
Inventory 4,288 4,440
Prepaid expenses and other
current assets 92 65
---------- ----------
Total current assets 6,454 6,400
Property, plant and equipment at cost (net of
accumulated depreciation of $487 at September 30,
1999 and $441 at March 31, 1999) 702 706
Other long-term assets 170 140
---------- ----------
Total Assets $ 7,326 $ 7,246
========== ==========
Current Liabilities:
Accounts payable 783 979
Accrued liabilities 419 579
Current portion of capital lease obligations 47 46
---------- ----------
Total current liabilities 1,249 1,604
---------- ----------
Capital lease obligations 8 32
Long-term debt 2,750 2,413
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, 6,542,863 at September 30,
1999 and March 31, 1999 65 65
Additional paid-in capital 3,902 3,902
Accumulated deficit (383) (505)
Treasury stock, at cost (913,586 shares) (265) (265)
---------- ----------
Total shareholders' equity 3,319 3,197
---------- ----------
Total liabilities and shareholders' equity $ 7,326 $ 7,246
========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
--------------------------- ---------------------------
(000) Omitted (000) Omitted
<S> <C> <C> <C> <C>
Net sales $7,858 $6,783 $4,004 $3,367
Cost of sales 6,108 5,193 3,135 2,600
------ ------ ------ ------
Gross profit 1,750 1,590 869 767
Selling, general and
administrative expenses 1,514 1,481 756 748
------ ------ ------ ------
Income from operations 236 109 113 19
Interest expense 95 57 52 30
------ ------ ------ ------
Income before provision
for income taxes 141 52 61 (11)
Provision for income taxes 19 11 10 6
------ ------ ------ ------
Net income $122 $41 $51 ($17)
====== ====== ====== ======
</TABLE>
Per share data for the six and three months ended September 30, 1999 and 1998
are as follows:
<TABLE>
<S> <C> <C> <C> <C>
Weighted average number of
common shares outstanding:
Basic 5,526,777 4,838,252 5,526,777 5,344,168
========= ========= ========= =========
Diluted 5,629,277 4,970,752 5,629,277 5,476,668
========= ========= ========= =========
Net income per share:
Basic $0.02 $0.01 $0.01 $0.00
========= ========= ========= =========
Diluted $0.02 $0.01 $0.01 $0.00
========= ========= ========= =========
</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 SIX MONTHS ENDED SEPTEMBER 30,
1999 1998
--------------------------------------
(000) Omitted
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 122 $ 41
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 46 45
Amortization of deferred stock compensation 4
Changes in assets and liabilities:
Decrease in accounts receivable, net 45 (45)
Increase in prepaid expenses and other
current assets (27) (49)
Decrease (increase)in inventory 152 (132)
(Decrease) in accounts payable (196) (226)
(Decrease) increase in accrued liabilities (160) 67
---------- ----------
Net cash used in operating activities (18) (295)
---------- ----------
Cash flows used in investing activities:
Investment 0 (300)
Capital expenditures (41) (5)
---------- ----------
Net cash used in investing activities (41) (305)
---------- ----------
Cash flows from financing activities:
Proceed from Common Stock issuance 0 300
Principal payments under capital lease obligations (24) (24)
Proceeds from loans payable, net 307 324
---------- ----------
Net cash provided by financing activities 283 600
---------- ----------
Net change in cash 224 0
Cash - beginning of period 2 2
---------- ----------
Cash - end of period $ 226 $ 2
========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - UNAUDITED FINANCIAL STATEMENTS
The consolidated balance sheet as of September 30, 1999 and the consolidated
statements of operations for the six months and three months ended September 30,
1999 and 1998 and the statement of cash flows for the six months ended September
30, 1999 and 1998, have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include only normally recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at September 30, 1999 (and for all periods presented)
have been made.
Certain information and note disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted. It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Annual Report on Form 10-KSB for the year ended
March 31, 1999 filed by the Company. The results of operations for the periods
ended September 30, 1999 and 1998 are not necessarily indicative of the
operating results for the respective full years.
NOTE B - EARNINGS PER COMMON SHARE
Basic earnings per share are based on the weighted average number of common
shares outstanding without consideration of potential common stock. Diluted
earnings per share are based on the weighted average number of common and
potential common shares outstanding. The calculation takes into account the
shares that may be issued upon exercise of stock options, reduced by the shares
that may be repurchased with the funds received from the exercise, based on the
average price during the period.
4
<PAGE>
The following table sets forth the reconciliation of the weighted average number
of common shares:
Six months ended
September 30,
1999 1998
(Unaudited) (Unaudited)
--------- ---------
Basic 5,526,777 4,838,252
Effect of dilutive securities
(non-vested restricted stock) 102,500 132,500
--------- ---------
Diluted 5,629,277 4,970,752
========= =========
Three months ended
September 30,
1999 1998
(Unaudited) (Unaudited)
--------- ---------
Basic 5,526,777 5,344,168
Effect of dilutive securities
(non-vested restricted stock) 102,500 132,500
--------- ---------
Diluted 5,629,277 5,476,668
========= =========
5
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the six months ended September 30, 1999 was approximately
$122,000, an increase of $81,000 or 198% from the same six month period last
fiscal year. This increase is principally the result of high sales volume.
Sales increased by approximately $1,075,000 or 15.8%, for the six months
and approximately $637,000 or 18.9% for the three months ended September 30,
1999, from the comparable six and three month period in 1998, respectively. This
increase is primarily the result of an increase in international sales due to
the Company's increased focus in this area, and a significant increase in the
Company's largest connector line, due to line expansion and increased inventory.
The Company's gross margin of 22% for the six month and the three month
period ended September 30, 1999, fell slightly from 23% for the six month and
the three month period ended September 30, 1998.
Selling, general and administrative expenses increased slightly by
approximately $33,000, or 2%, for the six months and $8,000, or 1% for the three
months ended September 30, 1999 from the comparable previous six and three month
periods in 1998.
Interest expense increased approximately $38,000 for the six and $22,000
for the three months ended September 30, 1999, from the previous comparable six
and three month period in 1998 due to an increase in borrowings to purchase
inventory.
6
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company used approximately $307,000 in cash from its increased line of
credit to pay down accounts payable. At September 30, 1999, the Company had
working capital of $5,205,000 and its stockholders' equity was approximately
$3,319,000. The Company believes that its present working capital, cash used in
operations and amounts available under the 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") first entered into on July 9, 1997. The
Line is secured by substantially all of the Company's assets, and since May 14,
1999, a term loan collateralized by a mortgage on the 205 Express Street
property. Borrowings under the Line, other than with respect to the mortgage, is
based on the Company's inventory and receivables. Presently the term of the Line
runs to April 30, 2002. On September 30, 1999, the Company owed approximately
$2,750,000 on the Line. 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.
YEAR 2000 DISCLOSURE
The Company has completed its assessment of its informational technology systems
("IT Systems) and equipment and has made the necessary changes to make such
systems and equipment year 2000 ("Y2K") compliant. Preliminary testing of its
informational technology systems has been completed with minimal cost to the
Company. The Company believes there is no significant internal risk with regards
to Y2K.
Management is currently monitoring and evaluating vendors and suppliers to
determine their compliance and any material impact there might be on the
Company. Currently, major suppliers are either Y2K compliant or have established
plans to be so by December 1999.
An inventory and assessment of all non-IT systems (items containing embedded
chips, such as electronic door locks, telephones, security systems etc.) is
being undertaken. The majority of these systems are not believed to be potential
sources of significant disruption.
The Company is in the process of developing a "worst-case scenario" with respect
to the Y2K non-compliance and to develop contingency plans designed to minimize
the effects of such a scenario. Although management believes that it is very
unlikely that the worst-case scenario will occur, contingency plans will be
developed and will address both the IT system and equipment and the non-IT
system failure.
7
<PAGE>
There is still uncertainty as to the broader scope of the Y2K issue as it may
affect the Company and third parties that are critical to the Company's
operations. As an example, lack of readiness by electrical and water utilities,
financial institutions, governmental agencies or other general infrastructure
providers could pose significant impediments to our ability to carry on our
normal operations. The Company intends to request assurances of Y2K readiness
from its telephone and utilities suppliers. However, management has been
informed that some suppliers have either declined to provide the requested
assurances, or have limited the scope of assurances to which they are willing to
permit. If suppliers of services that are critical to the Company's operations
were to experience business disruptions as a result of their lack of Y2K
readiness, their problems could have a material adverse affect on the financial
position and results of operations of the Company. The impact of a failure of
readiness by critical suppliers cannot be estimated with confidence, and the
effectiveness cannot provide an assurance that there will be no material adverse
effects to the financial condition or results of operations of the Company as a
result of Y2K issues.
CAUTIONARY LANGUAGE REGUARDING FORWARD LOOKING STATEMENTS
When used herein, the words "believe," "anticipate," "think," "intend," "will
be," "expect" and similar expressions identify forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are not guarantees of future performance and involve certain risks
and uncertainties discussed herein, which could cause actual results to differ
materially from those in the forward-looking statements. Readers are cautioned
not to place undue reliance on the forward-looking statements, which speak only
as of the date hereof. Readers are also urged carefully to review and consider
the various disclosures made by the Company which attempt to advise interested
parties of the factors which affect the Company's business, including, without
limitation, the disclosures made under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operation."
8
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
Previously Filed and
Incorporated by reference
Exhibit Description or Filed Herewith
- ------- ----------- -----------------
3 (a) Certificate of Incorporation of Astrex, Filed as Exhibit 3(a) to
Inc., as amended (a Delaware corporation) the Form 10-QSB 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
9
<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, thereunto
duly authorized.
ASTREX, INC.
Date: November 1, 1999 By: s/ Michael McGuire
------------------
Michael McGuire
Director, President and
Chief Executive Officer
CHIEF FINANCIAL OFFICER
OF ASTREX, INC.
Date: November 1, 1999 By: s/ Lori A. Sarnataro
--------------------
Lori A. Sarnataro
Chief Financial Officer, Executive Vice
President, Treasurer, and Secretary
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Financial Statements at September 30, 1999 (unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 226
<SECURITIES> 0
<RECEIVABLES> 1,927
<ALLOWANCES> (79)
<INVENTORY> 4,288
<CURRENT-ASSETS> 6,454
<PP&E> 1,189
<DEPRECIATION> (487)
<TOTAL-ASSETS> 7,326
<CURRENT-LIABILITIES> 1,249
<BONDS> 0
65
0
<COMMON> 0
<OTHER-SE> 3,254
<TOTAL-LIABILITY-AND-EQUITY> 3,319
<SALES> 7,858
<TOTAL-REVENUES> 7,858
<CGS> 6,108
<TOTAL-COSTS> 6,108
<OTHER-EXPENSES> 1,514
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 95
<INCOME-PRETAX> 141
<INCOME-TAX> 19
<INCOME-CONTINUING> 122
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 122
<EPS-BASIC> 0.02
<EPS-DILUTED> 0.02
</TABLE>
