<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 JUNE 30, 2000
-------------------------------
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 August 4, 2000 common
shares outstanding were 5,691,777.
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ASTREX, INC.
INDEX
<TABLE>
<CAPTION>
Page
No.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Balance Sheets
June 30, 2000 (unaudited) and March 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . 1
Consolidated Statements of Income (unaudited)
Three months ended June 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows (unaudited)
Three months ended June 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to Consolidated Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . .4-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS . . . . . . . . . . . . . . . . . 7-8
PART II: OTHER INFORMATION
OTHER INFORMATION AND SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9-13
<PAGE>
PART I - FINANCIAL INFORMATION
ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2000 March 31, 2000
(Unaudited)
------------- --------------
(000) Omitted
<S> <C> <C>
Current Assets:
Cash $ 2 $ 57
Accounts receivable (net of allowance
for doubtful accounts of $79 at June 30, 2000
and March 31, 2000) 2,025 2,299
Inventory 4,388 4,437
Prepaid expenses and other
current assets 157 46
------- -------
Total current assets 6,572 6,839
Property, plant and equipment at cost (net of
accumulated depreciation of $557 at June 30,
2000 and $533 at March 31, 2000) 688 703
Other long-term assets 161 164
------- -------
TOTAL ASSETS $ 7,421 $ 7,706
======= =======
Current Liabilities:
Accounts payable 802 1,172
Accrued liabilities 540 598
Current portion of capital lease obligations 20 32
------- -------
Total current liabilities 1,362 1,802
------- -------
Long-term debt 2,250 2,250
Shareholders' Equity:
Preferred Stock, Series A - issued, none - -
Convertible Preferred Stock, Series B - $.01 par value;
authorized, 10,000,000; 1,897,381 shares issued
and outstanding on July 17, 2000 (liquidation
preference of $.25 a share) 19 -
Common Stock - par value $.01 par value; authorized,
15,000,000 shares; issued, 6,605,363 at June 30, 2000
(65,000 shares issued on July 5, 2000) and 66 65
6,540,363 at March 31,2000
Additional paid-in capital 3,927 3,902
Retained earnings(accumulated deficit) 62 (48)
Treasury stock, at cost (913,586 shares) (265) (265)
------- -------
Total shareholders' equity 3,809 3,654
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,421 $ 7,706
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
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ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
2000 1999
---------------------------------------
(000) Omitted
<S> <C> <C>
Net sales $4,514 $3,853
Cost of sales 3,517 2,972
----------------- ----------------
Gross profit 997 881
Selling, general and
administrative expenses 801 759
----------------- ----------------
Income from operations 196 122
Interest expense 43 42
----------------- ----------------
Income before provision
for income taxes 153 80
Provision for income taxes 0 9
----------------- ----------------
NET INCOME $153 $71
================= ================
Per share data for the three months ended June 30, 2000 and 1999 are as follows:
Weighted average common shares and
common equivalent shares outstanding:
Basic 5,626,777 5,526,777
================= ================
Diluted 5,691,777 5,629,277
================= ================
Net income per share:
Basic $0.03 $0.01
================= ================
Diluted $0.03 $0.01
================= ================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
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ASTREX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30,
2000 1999
---------------------------------------
(000) Omitted
<S> <C> <C>
Cash Flows From Operating Activities:
Net income/(loss) $153 $71
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH (USED IN) OPERATING ACTIVITIES:
Depreciation and amortization 24 22
Amortization of deferred stock compensation - 1
CHANGES IN ASSETS AND LIABILITIES:
Decrease in accounts receivable, net 274 150
Increase in prepaid expenses and other
current assets (111) (82)
Decrease (increase)in inventory 49 281
(Decrease)increase in accounts payable (370) (308)
(Decrease) increase in accrued liabilities (56) (237)
-------------- ------------
NET CASH (USED IN) OPERATING ACTIVITIES (37) (102)
--------------- ------------
Cash flows used in investing activities:
Capital expenditures (9) (7)
---------------- -------------
NET CASH (USED IN) INVESTING ACTIVITIES (9) (7)
---------------- -------------
Cash flows from financing activities:
Proceeds from common stock issuance - -
Deferred financing costs 3 -
Principal payments under capital lease obligations (12) (12)
Payments/proceeds from loans payable, net - 121
---------------- -------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (9) 109
---------------- -------------
Net change in cash (55) -
Cash - beginning of period 57 2
---------------- -------------
Cash - end of period $2 $2
================ =============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
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ASTREX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - UNAUDITED FINANCIAL STATEMENTS
The consolidated balance sheet as of June 30, 2000 and the consolidated
statements of income and the statement of cash flows for the three months
ended June 30, 2000 and 1999, 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 June 30, 2000 (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, 2000 filed by the Company. The results of operations
for the periods ended June 30, 2000 and 1999 are not necessarily indicative
of the operating results for the respective full years.
NOTE B - EARNINGS PER COMMON SHARE
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"),
"Earnings Per Share," replaced the calculation of primary and fully diluted
earnings (loss) per share with basic and diluted earnings per share. Pursuant
to SFAS No. 128, earnings (loss) per common share is computed by dividing net
income (loss) available to common stockholders by the weighted average number
of shares outstanding during the period. Diluted earnings per share reflect
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted
in the issuance of common stock. For purposes of determining basic earnings
per share, Common Stock issued to certain employees but subject to forfeiture
upon eventualities are not counted until fully vested. Prior to vesting such
shares are counted in determining the diluted earnings per share.
4
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The following table sets forth the reconciliation of the weighted average
number of common shares:
<TABLE>
<CAPTION>
Three months ended
June 30,
2000 1999
(Unaudited) (Unaudited)
------------ -------------
<S> <C> <C>
Basic 5,626,777 5,526,777
Effect of dilutive securities (non-vested
restricted stock) 65,000 102,500
------------ -------------
Diluted 5,691,777 5,629,277
============ =============
</TABLE>
NOTE C - SHAREHOLDERS' EQUITY
On June 29, 2000 the Board of Directors declared a dividend on the Company's
common stock of one share of a new Series B Convertible Preferred Stock ("the
Preferred Stock") for every three shares of common stock held as of July 7,
2000. On July 17, 2000, the Company issued 1,897,381 shares of Preferred
Stock. The characteristics of the Series B Convertible Preferred Stock
("Preferred Stock") are definitively delineated in the "Astrex, Inc.
Certificate Of Designations, Preferences And Rights Of Series B Convertible
Preferred Stock" ("Certificate") which should be reviewed for a full and
controlling description but in brief summary, the principal terms of the
Preferred Stock are as follows:
1. The Preferred Stock is not entitled to any preferential dividends, but is
entitled to any dividend declared on the common stock and the common
stock will be entitled to any dividend declared on the Preferred Stock.
2. Each share of the Preferred Stock has a liquidation right of twenty-five
cents.
3. The Preferred Stock is entitled to vote on all matters that the common
stock is entitled to vote on and will have twelve votes per Preferred
Stock share.
4. Subsequent to July 30, 2001, the Preferred Stock will be convertible at
the option of the holder into common stock on a share for share basis.
5. The Preferred Stock is subject to severe restrictions on transfer by
sale or otherwise, as defined. (See Item 5 below)
5
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Beginning July 31, 2001, holders of these preferred shares will have the
option of converting shares of the Preferred Stock for an equal number of
shares of Common Stock. The declaration of this dividend did not have any
economic impact on the capital structure of the Company, and accordingly, the
par value of the Preferred Stock aggregating 18,974 was recorded through a
reduction in retained earnings.
On June 29, 2000, the Company granted 40,000 registered, forfeitable shares
of the Company's common stock to several employees which were issued on July
5, 2000. Each employee's shares are subject to forfeiture in the event the
employee ceases to be employed by the Company, for reasons other than death,
prior to June 30, 2002. On the date of grant, the Company recorded deferred
compensation aggregating $16,500 which is based on the unadjusted quoted
market price of the Company's common stock at the date of grant. Such
deferred compensation will be charged to compensation expense ratably over
the two year vesting period.
On June 29, 2000, the Company granted 20,000 shares of the Company's common
stock to the President to be issued on July 5, 2000. The issuance of these
shares is contingent upon the President satisfying certain requirements. On
the date of grant, the Company recorded deferred compensation aggregating
$8,250 which is based on the unadjusted quoted market price of the Company's
common stock at the date of grant. This charge will be amortized to
compensation expense over the one year vesting period and will be adjusted
for increases and decreases in the unadjusted quoted market price of the
Company's common stock until such requirments are satisfied.
On June 29, 2000, the Company granted 5,000 shares of the Company's common
stock to a non employee. The shares vest immediately at the date of grant.
For the three months ended June 30, 2000, the Company recorded a charge to
operations of $2,063 representing the fair market value of these shares on
the date of grant.
6
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ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the three months ended June 30, 2000 was
approximately $153,000, an increase of $82,000 or 115% from the same three
month period last fiscal year. This increase is principally the result of
higher sales volume.
Sales increased by approximately $661,000 or 17%, for the three
months ended June 30, 2000, from the comparable three month period in 1999.
This increase is largely due to strong component demand in both export and
domestic markets.
The Company's gross margin of approximately 22% decreased slightly
from 23% from the comparable three month period in 1999.
Selling, general and administrative expenses increased by
approximately $42,000, or 6%, for the three months ended June 30, 2000 from
the comparable previous three month period in 1999.
Interest expense remained constant at approximately $43,000 for the
three months ended June 30, 2000, from the previous comparable three month
period in 1999.
The provision for income taxes for the three months ended June 30,
1999 consists principally of state and local taxes. The Company did not
record a provision for income tax expense for the three months ended June 30,
2000 based on the recognition of certain tax benefits available to the
Company. The Company has and plans to continue utilizing the available net
operating loss carryforwards.
7
<PAGE>
ASTREX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's available cash decreased because it used $37,000 to fund its
operating activities. At June 30, 2000, the Company had working capital of
$5,210,000 and its stockholders' equity was $3,809,000. 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 June 30, 2000, 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.
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 in the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2000 under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operation."
8
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities.
(a),(b) On July 17, 2000, the Company issued as a dividend one share of a new
series B Convertible Preferred Sock "Preferrred Stock" for every three shares of
Common Stock held as of 5:00 p.m. EDT July 7, 2000.
The new outstanding Preferred Stock carries 12 votes per share, is
entitled to to vote on all matters to which the Common Stock may vote, and
collectively constitutes a majority of the total votes represented by the
outstanding Common Stock and Preferred Stock.
Prior to the issuance of the dividend of Preferred Stock, the Common
Stock was the only voting stock of the Company and consequently a majority of
the votes represented by the Common Stock controlled.
(c) On June 29, 2000, the Company granted 40,000 registered, forfeitable
shares of the Company's common stock to several employees which were issued
on July 5, 2000. Each employee's shares are subject to forfeiture in the
event the employee ceases to be employed by the Company, for reasons other
than death, prior to June 30, 2002. On the date of grant, the Company
recorded deferred compensation aggregating $16,500 which is based on the
unadjusted quoted market price of the Company's common stock at the date of
grant. Such deferred compensation will be charged to compensation expense
ratably over the two year vesting period.
On June 29, 2000, the Company granted 20,000 shares of the Company's common
stock to the President to be issued on July 5, 2000. The issuance of these
shares is contingent upon the President satisfying certain requirements. On
the date of grant, the Company recorded deferred compensation aggregating
$8,250 which is based on the unadjusted quoted market price of the Company's
common stock at the date of grant. This charge will be amortized to
compensation expense over the one year vesting period and will be adjusted
for increases and decreases in the unadjusted quoted market price of the
Company's common stock until such requirments are satisfied.
On June 29, 2000, the Company granted 5,000 shares of the Company's common
stock to a non employee. The shares vest immediately at the date of grant.
For the three months ended June 30, 2000, the Company recorded a charge to
operations of $2,063 representing the fair market value of these shares on
the date of grant.
The grant of common stock mentioned above, has not been registered with the
Securities and Exchange Commission persuant to 4(2) of the Securities and
Exchange Act of 1933.
9
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Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
On June 29, 2000, the Board of Directors declared a dividend on the
Company's common stock of one share of a new Series B Convertible Preferred
Stock for every three shares of common stock held as of 5:00 p.m. EDT July 7,
2000 ("Record Date"). The ex dividend date was July 5, 2000. The dividend
shares were mailed on July 17, 2000 to holders of record as of the Record
Date. Fractional Preferred Stock shares were not issued, rather to the extent
a holder would otherwise be entitled to a fractional share, that fractional
share was rounded up to a whole share.
In declaring the dividend the Board took into account not only the
Company's strong performance of the fiscal year ended March 31, 2000 but also
the Company's need to preserve capital for future growth, the relatively low
Common Stock 'float', the desire to better protect the Company's net
operating loss federal tax loss carry forwards, and the goal of better
allowing any future 'acquisition for stock' and capital raising opportunities
to be free from management stability issues. For these reasons, a dividend of
a newly defined Series B Convertible Preferred Stock with special
characteristics was decided upon.
The characteristics of the Series B Convertible Preferred Stock
("Preferred Stock") are definitively delineated in the "Astrex, Inc.
Certificate Of Designations, Preferences And Rights Of Series B Convertible
Preferred Stock" ("Certificate") which should be reviewed for a full and
controlling description but in summary, the principal characteristics are:
1. The Preferred Stock will not be entitled to any preferential dividends,
but will be entitled to any dividend declared on the Common Stock, and
the Common Stock will be entitled to any dividend declared on the
Preferred Stock.
2. Each share of the Preferred Stock will have a liquidation right of
twenty five cents.
3. The Preferred Stock will be entitled to vote on all matters that the
Common Stock is entitled to vote on and will have twelve votes per
Preferred Stock share.
4. Beginning on July 31, 2001 and essentially at all times thereafter, the
Preferred Stock will be convertible at the option of the holder into
Common Stock on a share for share basis.
5. The Preferred Stock is subject to significant and very limiting
restrictions on transfer by sale or otherwise. The restrictions are set
fourth in detail in the Certificate but in
10
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essence the Preferred Stock is (i) only transferable to a person or
entity who upon transfer will be the bona fide beneficial owner, or
trustee for the beneficial owner (as opposed to a 'nominee' or 'street
name' holder) of the shares, and further (ii) the transferee must be
closely related (as defined in the Certificate) to the transferor.
Additionally, prior to July 31, 2001 any such transfers will also be at
the sole discretion of the Company and will only be allowed to the
extent, in the sole opinion of the Company, the transfer will not
impair or make it more difficult to preserve any tax attributes of the
Company (including without limitation, net operating losses, or the
rate of use of the same under the United States Income Tax laws).
(Preferred Stock shares initially dividended to a holder who is not the
beneficial owner, upon application to the Company may be transferred to
the person or entity who was the beneficial owner on the dividend
record date).
The foregoing is only a brief summary of some of the terms of the
Certificate and in all matters the Certificate and not this summary controls.
The Certificate is available from the Company without charge upon request and
is also on public file with the Secretary of State of the State of Delaware.
With this dividend there are presently 5,691,777 shares of common stock
and 1,897,381 shares of Series B Convertible Preferred Stock outstanding.
These are the only securities of the Company of any sort outstanding. Since
the dividend has been made equally to all holders (with some slight
variations as a nominal consequence of rounding) there has been no change in
the economic or voting interest of any holder. However, because the Preferred
Stock shares have multiple votes, the holders of those shares collectively
have voting control of the Company and to the extent a holder converts
Preferred Stock shares to common stock they will lose those multiple votes
(but gain freely transferable shares). Prior to the dividend, present
management of the Company held more then a majority of the Common Stock and
the dividend does not change that control. In the future, the Preferred Stock
may make it easier or more difficult for non management stock holders to
effect a 'hostile take over' depending upon to what extent present management
converts or holds that stock. Since the Preferred Stock has only very limited
transferability a 'market' for those shares will not develop, effectively
making conversion of those shares to common stock after July 31, 2001 the
only alternative for those holders who do not wish to continue to hold the
Preferred Stock or transfer the same to closely related persons or entities.
Item 6. Exhibits and Reports on Form 8-K.
11
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(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 10-QSB
(a Delaware corporation) of the Company for the quarter ended
September 30, 1997
3 (b) By-Laws of Astrex, Inc., as amended Filed as Exhibit 3(b) to the Form 10-QSB
of the Company for the quarter ended
September 30, 1996
4 Astrex, Inc. Certificate of Designations, Preferences and Filed herewith
Rights of Series B Convertible Preferred Stock
27 Financial Data Schedule Filed herewith
</TABLE>
(B) Reports on Form 8-K:
None
12
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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: August 11, 2000 By: /s/ Michael McGuire
---------------- ------------------
Michael McGuire
Director, President and
Chief Executive Officer
CHIEF FINANCIAL OFFICER
OF ASTREX, INC.
Date: August 11, 2000 By: /s/ Lori A. Sarnataro
---------------- ---------------------
Lori A. Sarnataro
Chief Financial Officer, Executive Vice
President, Treasurer, and Secretary
13
