<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, 1998
-----------------
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
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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
incorporation or organization) Identification No.)
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 February 9, 1999 common
shares outstanding were 5,659,277.
<PAGE>
ASTREX, INC.
INDEX
Page
No.
PART I:
Financial Statements:
Consolidated Balance Sheets
December 31, 1998 (unaudited) and March 31, 1998 . . . . . . . . . 1
Consolidated Statements of (Loss)Income (unaudited)
Nine months and three months ended December 31, 1998 and 1997 . . 2
Consolidated Statements of Cash Flows (unaudited)
Nine months ended December 31, 1998 and 1997 . . . . . . . . . . . 3
Notes to Consolidated Financial Statements (unaudited) . . . . . . 4
Management's Discussion and Analysis or Plan of Operations . . . . . . . . 5-6
PART II:
Other Information and Signatures . . . . . . . . . . . . . . . . . . . . . 7
<PAGE>
PART I - Financial Information
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1998 March 31, 1998
(Unaudited)
----------------- --------------
(000) Omitted
<S> <C> <C>
Current Assets:
Cash $2 $2
Accounts receivable (net of allowance
for doubtful accounts of $79 at December 31, 1998
and at March 31, 1998) 1,668 1,502
Inventory 4,250 3,383
Prepaid expenses and other
current assets 87 62
------ ------
Total current assets 6,007 4,949
Property, plant and equipment at cost (net of
accumulated depreciation of $417 at December 31,
1998 and $349 at March 31, 1998) 730 772
Investments 288 50
------ ------
Total Assets $7,025 $5,771
====== ======
Current Liabilities:
Accounts payable 1,208 985
Accrued liabilities 492 334
Current portion of capital lease obligation 47 48
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Total current liabilities 1,747 1,367
------ ------
Capital lease obligation 44 78
Loans payable 1,886 1,200
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3,677 2,645
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 6,572,863 shares at
December 31, 1998 and issued 5,372,863
shares at March 31, 1998 66 54
Additional paid-in capital 3,908 3,620
Accumulated deficit (352) (269)
------ ------
3,622 3,405
Less: treasury stock, at cost (913,586 shares) (265) (265)
Less: deferred compensation (9) (14)
------ ------
Total shareholders' equity 3,348 3,126
------ ------
Total liabilities and shareholders' equity $7,025 $5,771
====== ======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
----------- ----------- ----------- -----------
(000) Omitted (000) Omitted
<S> <C> <C> <C> <C>
Net sales $10,374 $10,966 $3,591 $3,179
Cost of sales 8,014 8,400 2,821 2,413
------- ------- ------ ------
Gross profit 2,360 2,566 770 766
Selling, general and
administrative expenses 2,262 2,192 782 706
------- ------- ------ ------
Income(loss) from operations 98 374 (12) 60
Write-down of investment 83 -- 83 --
Interest expense 81 86 23 20
------- ------- ------ ------
(Loss) income before provision
for income taxes (66) 288 (118) 40
Provision for income taxes 17 12 6 --
------- ------- ------ ------
Net (loss)income ($83) $276 ($124) $40
======= ======= ====== ======
Per share data for the nine months and three months ended December 31, 1998 and 1997 are as follows:
Weighted average number of
common shares outstanding:
Basic 5,068,595 5,173,920 5,526,777 5,041,757
=========== =========== =========== ===========
Diluted 5,068,595 5,308,920 5,526,777 5,176,757
=========== =========== =========== ===========
Net (loss) income per share:
Basic ($0.02) $0.05 ($0.02) $0.01
=========== =========== =========== ===========
Diluted ($0.02) $0.05 ($0.02) $0.01
=========== =========== =========== ===========
</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,
1998 1997
----- -----
(000) Omitted
<S> <C> <C>
Cash Flows From Operating Activities:
Net (loss)/income ($83) $276
Adjustments to reconcile net (loss)income to net
cash (used in) provided by operating activities:
Depreciation and amortization 68 76
Stock compensation 5 5
Write-down of investment 83 --
Changes in assets and liabilities:
Increase (decrease) in accounts receivable, net (166) 164
Increase in prepaid expenses and other
current assets (25) (32)
(Increase) decrease in inventory (867) 391
Increase in accounts payable 223 52
Increase (decrease) in accrued liabilities 158 (170)
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Net cash (used in) provided by operating activities (604) 762
----- -----
Cash flows used in investing activities:
Increase in investment (321) (50)
Capital expenditures (26) (23)
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Net cash used in investing activities (347) (73)
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Cash flows from financing activities:
Proceeds from Common Stock issuance 300 --
Principal payments under capital lease obligations (35) (32)
Purchase of Treasury Stock -- (265)
Proceeds from (repayments of) loans payable, net 686 (392)
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Net cash provided by (used in) financing activities 951 (689)
----- -----
Net increase in cash for the nine months
ended December 31 -- --
Cash - beginning of period 2 2
----- -----
Cash - end of period $ 2 $ 2
===== =====
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<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 December 31,
1998. The results of operations and cash flows for the nine month period ended
December 31, 1998 and 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, 1998 and 1997
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, 1998 and 1997 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.
On July 20, 1998 the Company entered into an agreement with Enigma Energy
Company, L.L.C. ("Enigma") and its equity holders to purchase an 8% equity
interest in Enigma with an option ("Enigma Option") to purchase the remaining
equity interest in late 1998 or early 1999. Enigma is a closely held Dallas,
Texas producer of natural gas and oil. It owns working interests in several
leases located principally in Panola County, Texas including seven producing
wells, two `shut in' wells, and several potential well sites. The purchase price
for the 8% equity interest and Enigma Option was $300,000 ($225,000 attributed
to the equity interest and the remaining $75,000 attributed to the Enigma
Option). The Company funded the $300,000 purchase price through the private
placement of 1,200,000 unregistered shares of its Common Stock with its Chairman
of The Board and members of his family at twenty-five cents a share ("Private
Placement"). The Private Placement Agreement provided in part that if the
Company did not make a rights offering of registered shares on similar terms by
November 1998, which it did not, then the Company would have the option of
repurchasing those privately placed shares, ("Private Placement Option"). On
December 15, 1998 the Company determined in light of Enigma's post July 1998
drilling results and the depressed energy market that it would not exercise the
Enigma Option. As a consequence of this decision the $75,000 attributed to the
value of the Enigma Option and $7,500 of directly related costs have been
expensed. The Company continues to own an 8% minority equity interest in Enigma,
see Part II, Item 5 "Other Information".
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
The Company had a net loss of $83,000 for the nine months ended
December 31, 1998 versus net income of $276,000 for the same period last fiscal
year. The decrease is attributable to lower sales and gross profit, as well as a
write down of $83,000 of an investment.
Sales decreased by approximately $592,000, or 5.4%, for the nine months
and increased by approximately $412,000 or 13% for the three months ended
December 31, 1998, from the comparable nine and three month period in 1997,
respectively. The increase in third quarter sales is the result of the Company
shipping several large lower margin orders. The decrease in the first two
quarters is the result of generally weak market conditions.
Gross profit percentages remained constant at approximately 23% for the
nine months and decreased by 2.6% from 24% to 21.4% for the three months ended
December 31, 1998 from the comparable periods in 1997. The decrease in the gross
profit percentage for the quarter ended December 31, 1998 is explained in the
previous paragraph.
Selling, general and administrative expenses increased by approximately
$70,000, or 3%, for the nine months and approximately $76,000 or 10.8% for the
three months ended December 31, 1998 from the comparable previous nine month and
three month period in 1997, in spite of the decrease in sales and commission
expense. This increase is primarily the result of additional expenses associated
with the implementation and certification of ISO 9002, along with, increases in
sales personnel. ISO 9002 is a globally recognized certifiable series of
standards for implementing and managing a quality system in order to ensure a
quality product. The Company has made this investment to increase its
marketability in both the United States and internationally.
Interest expense decreased approximately $5,000 or 5.8% for the nine
months ended December 31, 1998 and increased $3,000 or 15% for the three months
ended December 31, 1998, from the previous comparable nine month and three month
period in 1997. This decrease is due primarily to lower interest rates for the
three months ended June 30, 1998, as a result of the new lending agreement dated
July 9, 1997, as discussed further under "Liquidity and Capital Resources". The
increase in the three month period from October 1 through December 31, 1998 from
the prior comparible three month period in 1997 was primarily the result of
slight increase in borrowings.
5
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company used $686,000 in cash from its increased line of credit to purchase
inventory. At December 31, 1998, the Company had working capital of $4,260,000
and its stockholders' equity was $3,348,000. 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. However, the Company does contemplate that in light of its
private placement in July 1998 and so that it will have cash available in the
event of new business opportunities, it intends to make a rights offering to
shareholders at twenty five cents a share during the summer of 1999, see Item 5.
"Other Information". 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, 1998 the Company owed approximately
$1,886,000 on the Line. On July 9, 1997, the Company changed its secured lender.
The terms of the new secured lending arrangement (expiring in July 1999) were
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 new and previous secured lenders is and was
satisfactory. The change in secured lenders was voluntarily made by the Company
in order to obtain a lower interest rate. On August 31, 1998 the Company amended
its agreement dated July 9, 1997 to increase its maximum availability under its
credit line, subject to sufficient supporting inventory and receivables, from
$2,500,000 to $3,500,000. In addition, the Company lowered its interest rate by
.5% and extended the agreement until July 7, 2000. The Company believes that the
new secured lending arrangement will be adequate for the foreseeable future.
OTHER MATTERS
The Company has completed its assessment of its internal systems and has
determined them to be year 2000 compliant. Currently, the Company's major
suppliers are either year 2000 compliant or expect to be by April 1999.
Management believes that the consequences of the change to the year 2000 should
not have a material impact on the Company's ability to do business, results of
operations, or financial condition. See "Cautionary Language Regarding Future
Looking Statements" in Part II, Item 5 "Other Information".
6
<PAGE>
PART II - OTHER INFORMATION
Item 5. Other Information
On July 20, 1998 the Company entered into an agreement with Enigma Energy
Company, L.L.C. ("Enigma") and its equity holders to purchase an 8% equity
interest in Enigma with an option ("Enigma Option") to purchase the remaining
equity interest in late 1998 or early 1999. Enigma is a closely held Dallas,
Texas producer of natural gas and oil. It owns working interests in several
leases located principally in Panola County, Texas including seven producing
wells, two `shut in' wells, and several potential well sites. The purchase price
for the 8% equity interest and Enigma Option was $300,000 ($225,000 attributed
to the equity interest and the remaining $75,000 attributed to the Enigma
Option).
The Company funded the $300,000 purchase price through the private placement of
1,200,000 unregistered shares of its Common Stock with its Chairman of The Board
and members of his family at twenty-five cents a share ("Private Placement").
The Private Placement Agreement provided in part that if the Company did not
make a rights offering of registered shares on similar terms by November 1998,
which it did not, then the Company would have the option of repurchasing those
privately placed shares, ("Private Placement Option").
On December 15, 1998 the Company determined in light of Enigma's post July 1998
drilling results and the depressed energy market that it would not exercise the
Enigma Option. As a consequence of this decision the $75,000 attributed to the
value of the Enigma Option and $7,500 of directly related costs have been
expensed. The Company continues to own an 8% minority equity interest in Enigma.
In February 1999 the Company, without the participation of its Chairman of the
Board, determined that it would not be in the best interests of the Company to
exercise the Private Placement Option. It further advised at that time that it
contemplated making a rights offering to shareholders at twenty five cents a
share during the summer/fall of 1999.
Cautionary Language Regarding Future Looking Statements.
This Item 5 and `Management's Discussion and Analysis or Plan of Operations'
earlier herein contains forward looking statements that involve risks and
uncertainties including those relating to a future Company decision or ability
to commence or complete a rights offering and those relating to the value of
Enigma, its properties, or drilling and production prospects with respect to the
same or for the Company to be year 2000 compliant. Other potential risks and
uncertainties include, among others, the competitive nature of the Company's
current business, the risks of, the sometime speculative nature of, and the
competetive nature of the oil and gas business. More information about some of
the many potential factors which could affect the Company's business and
financial results is included in the Company's Annual Report on Form 10-KSB for
the year ended March 31, 1998, including (without limitation) under the captions
"Description of Business", "Description of Property" and "Management's
Discussion and Analysis or Plan of Operation," and the Company's Reports on Form
10-QSB for the quarterly periods ended on June 30, 1998 and September 30, 1998
all of which is on file with the Securities and Exchange Commission
(http://www.sec.gov).
7
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
<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
(a Delaware corporation) 10-QSB of the Company for the quarter
ended September 30, 1997
Filed as Exhibit 3(b) to the Form
3 (b) By-Laws of Astrex, Inc., as amended 10-QSB of the Company for the quarter
ended September 30, 1996
27 Financial Data Schedule Filed herewith
</TABLE>
(B) Reports on Form 8-K:
None
<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: February 12, 1998 By: s/ Michael McGuire
------------------ ------------------------
Michael McGuire
Director, President and
Chief Executive Officer
CHIEF FINANCIAL OFFICER
OF ASTREX, INC.
Date: February 12, 1998 s/ Lori A. Sarnataro
------------------ ----------------------------
Lori A. Sarnataro
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Financial Statements at December 31, 1998 (unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> DEC-31-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 2
<SECURITIES> 0
<RECEIVABLES> 1,668
<ALLOWANCES> (79)
<INVENTORY> 4,250
<CURRENT-ASSETS> 6,007
<PP&E> 1,147
<DEPRECIATION> (417)
<TOTAL-ASSETS> 7,025
<CURRENT-LIABILITIES> 1,747
<BONDS> 0
0
0
<COMMON> 66
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,025
<SALES> 10,374
<TOTAL-REVENUES> 10,374
<CGS> 8,014
<TOTAL-COSTS> 8,014
<OTHER-EXPENSES> 2,262
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 81
<INCOME-PRETAX> (66)
<INCOME-TAX> 17
<INCOME-CONTINUING> (83)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (83)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
