<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, 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 February 8, 2000 common
shares outstanding were 5,629,277.
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ASTREX, INC.
INDEX
Page
No.
PART I: Financial Information
- ---------------------------------
Item 1. Financial Statements:
Consolidated Balance Sheets
December 31, 1999 (unaudited) and March 31, 1999 . . . . . . . . . . 1
Consolidated Statements of Income (unaudited)
Nine months and three months ended December 31, 1999 and 1998 . . . 2
Consolidated Statements of Cash Flows (unaudited)
Nine months ended December 31, 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>
December 31, 1999 March 31, 1999
(Unaudited)
-------------------------------- ----------------------------
(000) Omitted
<S> <C> <C>
Current Assets:
Cash $ 2 $ 2
Accounts receivable (net of allowance
for doubtful accounts of $79 at December 31, 1999
and March 31, 1999) 1,948 1,893
Inventory 4,152 4,440
Prepaid expenses and other
current assets 72 65
------- -------
Total current assets 6,174 6,400
Property, plant and equipment at cost (net of
accumulated depreciation of $512 at December 31,
1999 and $441 at March 31, 1999) 709 706
Other long-term assets 167 140
------- -------
Total Assets $ 7,050 $ 7,246
======= =======
Current Liabilities:
Accounts payable 880 979
Accrued liabilities 425 579
Current portion of capital lease obligations 44 46
------- -------
Total current liabilities 1,349 1,604
------- -------
Capital lease obligations 0 32
Long-term debt 2,250 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 December 31,
1999 and March 31, 1999 65 65
Additional paid-in capital 3,902 3,902
Accumulated deficit (251) (505)
Treasury stock, at cost (913,586 shares) (265) (265)
------- -------
Total shareholders' equity 3,451 3,197
------- -------
Total liabilities and shareholders' equity $ 7,050 $ 7,246
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
----------------------- -------------------------
(000) Omitted (000) Omitted
<S> <C> <C> <C> <C>
Net sales $ 11,947 $ 10,374 $ 4,089 $ 3,591
Cost of sales 9,237 8,014 3,129 2,821
-------- -------- -------- --------
Gross profit 2,710 2,360 960 770
Selling, general and
administrative expenses 2,292 2,262 777 782
-------- -------- -------- --------
Income from operations 418 98 183 (12)
Write-down of investment -- 83 -- 83
Interest expense 139 81 45 23
-------- -------- -------- --------
Income before provision
for income taxes 279 (66) 138 (118)
Provision for income taxes 25 17 6 6
-------- -------- -------- --------
Net income $ 254 ($ 83) $ 132 $ (124)
======== ======== ======== ========
</TABLE>
Per share data for the nine and three months ended December 31, 1999 and 1998
are as follows:
<TABLE>
<CAPTION>
Weighted average number of common
shares outstanding:
<S> <C> <C> <C> <C>
Basic 5,526,777 5,068,595 5,526,777 5,526,777
========= ========= ============= ============
Diluted 5,629,277 5,068,595 5,629,277 5,526,777
========= ========= ============= ============
Net income per share:
Basic $ 0.05 ($ 0.02) $ 0.02 ($ 0.02)
========= ========= ============= ============
Diluted $ 0.05 ($ 0.02) $ 0.02 ($ 0.02)
========= ========= ============= ============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
THE NINE MONTHS ENDED
DECEMBER 31,
1999 1998
----------------------
(000) Omitted
Cash Flows From Operating Activities:
Net income/(loss) $ 254 ($ 83)
Adjustments to reconcile net income (loss) to net
cash provided by (used in)
operating activities:
Depreciation and amortization 71 68
Amortization of deferred stock compensation -- 5
Write-down of investment -- 83
Changes in assets and liabilities:
Increase in accounts receivable, net (55) (166)
Increase in prepaid expenses and other
current assets (7) (25)
Decrease (increase)in inventory 288 (867)
(Decrease)increase in accounts payable (99) 223
(Decrease) increase in accrued liabilities (154) 158
----- -----
Net cash provided by (used in) operating activities 298 (604)
----- -----
Cash flows used in investing activities:
Investment -- (321)
Capital expenditures (74) (26)
----- -----
Net cash used in investing activities (74) (347)
----- -----
Cash flows from financing activities:
Proceeds from common stock issuance -- 300
Principal payments under capital lease obligations (34) (35)
Payments/proceeds from loans payable, net (190) 686
----- -----
Net cash (used in) provided by financing activities (224) 951
----- -----
Net change in cash -- --
Cash-beginning of period 2 2
----- -----
Cash-end of period $ 2 $ 2
===== =====
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 December 31, 1999 and the consolidated
statements of income for the nine months and three months ended December 31,
1999 and 1998 and the statement of cash flows for the nine months ended December
31, 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 December 31, 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 December 31, 1999 and 1998 are not necessarily indicative of the operating
results for the respective full years.
NOTE B - INCOME/(LOSS) 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. The effect of dilutive securities was not
included in the calculation of fully diluted earnings per share in 1998, its
results would be antidilutive.
4
<PAGE>
The following table sets forth the reconciliation of the weighted average number
of common shares:
Nine months ended
December 31,
1999 1998
(Unaudited) (Unaudited)
----------- -----------
Basic 5,526,777 5,068,595
Effect of dilutive securities (non-vested
restricted stock) 102,500 -
--------- ---------
Diluted 5,629,277 5,068,595
========= =========
Three months ended
December 31,
1999 1998
(Unaudited) (Unaudited)
---------- -----------
Basic 5,526,777 5,526,777
Effect of dilutive securities (non-vested
restricted stock) 102,500 -
--------- ---------
Diluted 5,629,277 5,526,777
========= =========
5
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the nine months ended December 31, 1999 was
approximately $254,000, an increase of $337,000 from the same nine month period
last fiscal year. This increase is principally the result of higher sales
volume.
Sales increased by approximately $1,573,000 or 15%, for the nine months
and approximately $498,000 or 14% for the three months ended December 31, 1999,
from the comparable nine 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 approximately 23% remained constant with
the comparable nine month period in 1998 and increased slightly from the
comparable three month period in 1998.
Selling, general and administrative expenses increased slightly by
approximately $30,000, or 1%, for the nine months and decreased slightly by
approximately $5,000, or 1% for the three months ended December 31, 1999 from
the comparable previous nine and three month periods in 1998.
Interest expense increased approximately $58,000 for the nine months
and $22,000 for the three months ended December 31, 1999, from the previous
comparable nine and three month period in 1998 due to an increase in borrowings
to purchase inventory.
The provision for income tax expense for the nine months and three
months ended December 31, 1999 and 1998 consists principally of state and local
taxes. The Company has and plans to continue utilizing the net operating loss
carryforwards available to it.
6
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $298,000 in cash from its operating activities which was
used primarily to pay down the outstanding loan balance. At December 31, 1999,
the Company had working capital of $4,825,000 and its stockholders' equity was
$3,451,000. The Company believes that its present working capital, cash
generated from 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 and a term loan from the same bank lender
("Line"). The Line is secured by substantially all of the Company's assets
including a mortgage on the 205 Express Street property. The term of the Line
runs to April 30, 2002. Borrowings under the line of credit portion of the Line,
is based on the Company's inventory and receivables. On December 31, 1999, the
Company owed $2,250,000 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
Prior to January 1, 2000 the Company completed an assessment of its
informational technology systems and equipment ("IT Systems") and non-IT Systems
(items containing embedded chips, such as electronic door locks, telephones,
security systems etc.) and made such changes as it believed to be necessary to
make the Company's IT Systems and non-IT Systems year 2000 ("Y2K") compliant. In
addition, prior to January 1, 2000 management monitored and evaluated the
Company's vendors and suppliers to determine their Y2K compliance and any
material impact there might have been on the Company in the event any such
vendor or supplier had a Y2K problem. Lastly, prior to January 1, 2000 the
Company also engaged in "worst-case scenario" planning in the eventuality that
notwithstanding the foregoing it was met with Y2K problems.
To date the Company has not experienced any Y2K problems and they do not believe
that there is any significant internal risk with regards to Y2k. However, the
Company cannot provide assurance that such problems may not develop in the
future.
7
<PAGE>
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."
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the December 14, 1999 Annual Meeting of the Company for the fiscal
year ending March 31, 1999, Mr. Howard Amster and Mr. John C. Loring were
elected as Class III directors for a term of three years and until a successor
is elected and shall have been qualified to so serve. The other Astrex directors
are, Mark Schindler, David S. Zlatin, and Michael McGuire. The voting tally at
the meeting was as follows:
- --------------------------------------------------------------------------------
For Against Abstain & Broker Nonvotes
- --------------------------------------------------------------------------------
Mr. Amster 4,139,095 5,387 0
- --------------------------------------------------------------------------------
Mr. Loring 4,139,095 5,387 0
- --------------------------------------------------------------------------------
8
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
<TABLE>
<CAPTION>
Exhibit Description Previously Filed and Incorporated
- ------- ----------- 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
3 (b) By-Laws of Astrex, Inc., as amended Filed as Exhibit 3(b) to the Form
10-QSB of the Company for the quarter
ended September 30, 1996
27 Financial Data Schedule Filed herewith
(B) Reports on Form 8-K:
None
</TABLE>
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: February 11, 2000 By: s/ Michael McGuire
------------------ ------------------
Michael McGuire
Director, President and
Chief Executive Officer
CHIEF FINANCIAL OFFICER
OF ASTREX, INC.
Date: February 11, 2000 By: s/ Lori A. Sarnataro
------------------ ---------------------
Lori A. Sarnataro
Chief Financial Officer,
Executive Vice President,
Treasurer, and Secretary
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE
For the Period Ended December 31, 1999
(Dollars in Thousands)
This schedule contains summary financial information extracted from the
Consolidated Financial Statements at December 31, 1999 (unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 2
<SECURITIES> 0
<RECEIVABLES> 2,027
<ALLOWANCES> (79)
<INVENTORY> 4,152
<CURRENT-ASSETS> 6,174
<PP&E> 1,221
<DEPRECIATION> (512)
<TOTAL-ASSETS> 7,050
<CURRENT-LIABILITIES> 1,349
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 3,386
<TOTAL-LIABILITY-AND-EQUITY> 7,050
<SALES> 11,947
<TOTAL-REVENUES> 11,947
<CGS> 9,237
<TOTAL-COSTS> 9,237
<OTHER-EXPENSES> 2,292
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 139
<INCOME-PRETAX> 279
<INCOME-TAX> 25
<INCOME-CONTINUING> 254
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 254
<EPS-BASIC> 0.05
<EPS-DILUTED> 0.05
</TABLE>
