<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 1997
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 0-16450
ADVATEX ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3453420
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
605 West 48th Street, New York N.Y. 10036
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (212) 921-0600
Indicate by check mark whether the Registrant (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 filing requirements
for the past 90 days. Yes X No ___
As of November 7, 1997 Registrant had 5,470,000 shares of its Common Stock, $.01
par value, outstanding.
<PAGE> 2
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
---------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 934,533 82,572
Accounts Receivable - affiliate 181,019 32,018
Prepaid insurance -0- 30,000
---------- ----------
Total current assets 1,115,552 144,590
Investment in affiliated companies -0- 1,347,559
Note receivable-affiliate 146,500 146,500
Investment -0- 37,500
Notes receivable -0- 12,500
Property and equipment, net 37,177 44,177
---------- ----------
Total assets $1,299,229 1,732,826
========== ==========
</TABLE>
(Continued)
<PAGE> 3
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS(CONTINUED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 26,600 160,726
Notes payable-affiliated companies 45,000 500,000
Accrued stock compensation 164,634 164,634
----------- -----------
Total current liabilities 236,234 825,360
----------- -----------
Note payable - automobile 26,274 26,274
Note payable - affiliate -0- 600,000
Stockholders' equity:
Common stock, $.01 par value
Authorized 20,000,000 shares;
5,403,250 shares issued 54,032 54,032
Additional paid-in capital 6,885,119 6,885,119
Accumulated deficit (5,819,660) (6,575,189)
Treasury stock, at cost, 27,506
shares (82,770) (82,770)
----------- -----------
Total stockholders' equity 1,036,721 281,192
----------- -----------
Total liabilities and
stockholders' equity $ 1,299,229 1,732,826
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Real estate management fee $ -0- 10,000 24,000 30,000
General and administrative
expenses 91,204 46,684 191,571 142,085
Operating loss (91,204) (36,684) (167,571) (112,085)
---------- ---------- ---------- ----------
Other income (expense):
Gain on sale of investment
in affiliated companies 963,997 -0- 963,997 -0-
Interest income -0- -0- 25 55
Interest expense 16,922 36,000 40,922 36,000
---------- ---------- ---------- ----------
Net income (loss) 855,871 (72,684) 755,529 (148,030)
========== ========== ========== ==========
Net income (loss) per
common share $ 0.14 (0.01) 0.16 (0.03)
---------- ---------- ---------- ----------
Weighted average number of
common shares outstanding 5,470,000 5,470,000 5,470,000 5,470,000
========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 755,529 (148,030)
Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities:
Depreciation and amortization 7,000 1,000
Gain on sale of investment in
affiliated companies (963,997) -0-
Increase (decrease) in cash due to change in:
Prepaid insurance 30,000 -0-
Other current assets -0- (27,131)
Accounts payable and accrued expenses (134,127) (133,506)
Accounts receivable - affiliate (149,000) 15,018
Interest payable -0- 36,000
Loans receivable - affiliate -0- (122,500)
Amount due to affiliated companies (1,055,000) 404,981
----------- -----------
Net cash (used in) provided by
operating activities (1,509,595) 25,832
Cash flows provided by (used in)
investing activities-
Purchase of machinery and equipment -0- (9,045)
Proceeds from sales of assets 2,361,556 -0-
Investment in affiliated company -0- (50,000)
----------- -----------
Net cash provided by (used in)
investing activities 2,361,556 (59,045)
Increase (decrease) in cash 851,961 (33,213)
Cash at beginning of period 82,572 52,921
----------- -----------
Cash at end of period $ 934,533 19,708
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(1) BASIS OF PRESENTATION
The financial information for the three and nine-month periods ended September
30, 1997 and 1996 included herein is unaudited; however, such information
reflects all adjustments (consisting solely of normal recurring adjustments)
which are, in the opinion of management, necessary for the fair presentation of
results for the interim periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and related notes included in the Company's December 31,
1996 annual report on Form 10-K.
The results of operations for the three and nine-month periods ended September
30, 1997 are not necessarily indicative of the results to be expected for the
full year.
(2) FASB STATEMENT NO 128 "EARNINGS PER SHARE"
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No.128, "Earnings Per Share",
(Statement 128). Statement 128 supersedes APB Opinion No.15, "Earnings Per
Share", and specifies the computation, presentation, and disclosure requirements
for earning per share (EPS) for entities with publicly held
<PAGE> 7
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
common stock or potential common stock. Statement 128 replaces primary EPS and
Fully Diluted EPS with Basic EPS and Diluted EPS, respectively. Statement 128
also requires dual presentation of Basic and Diluted EPS on the face of the
income statement for entities with complex capital structures and a
reconciliation of the information utilized to calculate Basic EPS to that used
to calculate Diluted EPS.
Statement 128 is effective for financial statements periods ending after
December 15, 1997. Earlier application is not permitted. After adoption, all
prior period EPS is required to be restated to conform with Statement 128.
<PAGE> 8
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
QUARTER TO QUARTER RESULTS
Revenue from the real estate management fee for the three-month period ended
September 30, 1996 was $10,000 as compared to none for the same period in 1997.
On September 9, 1994 the Company purchased 40% of the outstanding common stock
of ATC Real Estate and Development Corporation ("ATC") through its wholly owned
subsidiary, Advatex Real Estate Corporation ("AREC"). As part of this
transaction the Company entered into a contract with ATC to manage and operate
ATC's property. Under this agreement the Company receives 3% of annual gross
receipts as a management fee. On April 11, 1997 ATC entered into a mortgage loan
of $3,750,000 with a financial institution with ATC's property serving as a
collateral. The term of the mortgage is 10 years with amortization of the
principal over 20 years. The interest rate on this mortgage is 8.17%.
On May 5, 1997, the Board of Directors of the Company resolved to effect a
merger between its two wholly-owned subsidiaries, AREC which owns shares of
common stock of ATC and Alorex Corp., a New York corporation ("Alorex"),
pursuant to which Alorex will be the surviving corporation. This merger was
completed in June 1997.
On July 31, 1997, ATC paid a cash dividend of $98,000 to Alorex in respect of
its ownership of 40% of ATC's common stock as successor to AREC's
<PAGE> 9
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
ownership.
In addition, on August 1, 1997, pursuant to a certain Redemption Agreement
between ATC and Alorex, the 40% ownership of ATC by Alorex was redeemed by ATC
for $2,054,557. The manner of payment consisted of $1,604,557 in cash and
$450,000 in cancellation of certain indebtedness of Alorex to ATC. The Company
no longer receives certain management fee and other income it received as a
result of its 40% ownership of ATC and has no revenue generating operations at
this time.
At the same time as the redemption of the 40% ownership of ATC, all but one of
the other shareholders of ATC similarly agreed to have their shares redeemed for
the same purchase price per share. The remaining shareholder of ATC is Advanced
Contracting, Inc, a majority shareholder of which is Joseph P. Donnolo, the
President and chairman of the Company. The Company believes that the terms of
the redemption are fair to the Company and the same as that which would have
been obtained in an arm's-length transaction. The valuation of ATC which led to
the pricing of the redemption was based in substantial part on an independent
appraisal of ATC's principal asset, an office building in East Brunswick, New
Jersey. The Company also believes that agreeing to redeem the 40% ownership of
ATC is in the best interest of the Company.
The Company used part of the proceed from redemption of its 40% ownership of ATC
to pay certain indebtedness. The Company will use the balance of the proceed
from sale of investment in affiliated companies to search for other
<PAGE> 10
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
business opportunity.
General and administrative expenses were $91,204 for the three months ended
September 30, 1997 as compared to $46,684 for the same period in 1996. The
increase in general and administrative expenses were as a result of additional
professional fees used for and during sales of investment in affiliated
companies.
Interest expense was $16,922 for the three months ended September 30, 1997 as
compared to $36,000 for the same period in 1996. Interest expense is accrued at
8% for the outstanding balance of the note payable-affiliate during fiscal 1997
(see Part II - Item I - Legal Proceedings).
YEAR TO DATE RESULTS
Revenue from the real estate management fee for the nine-month period ended
September 30, 1997 was $24,000 as compared to $30,000 for the same period in
1996. As indicated above, following the redemption of the ATC shares, additional
management fee income will no longer be received.
General and administrative expenses were $191,571 for the nine months ended
September 30, 1997 as compared to $142,085 for the same period in 1996. The
increase in general and administrative expenses were as a result additional
professional fees used for and during the sale of investment in affiliated
companies.
Interest expense was $40,922 for the nine-months ended September 30, 1997
<PAGE> 11
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
as compared to $36,000 for the same period in 1996. Interest expense is accrued
at 8% for the outstanding balance of the note payable-affiliate during fiscal
1997 (see Part II - Item I - Legal Proceedings).
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company's current ratio, that is, the ratio of
current assets to current liabilities, was 4.72 to 1 as compared to 0.18 to 1 at
December 31, 1996. Cash used in operating activities for the nine months ended
September 30, 1997 was $1,509,595 as compared to cash provided by operating
activities of $25,832 for the same period in 1996. The negative cash flow from
operations for the current nine-month period ended September 30, 1997 is
primarily due to the decrease in Amount due to affiliated company of $1,055,000,
decrease in Accounts receivable affiliate of $149,000, decrease in Accounts
payable and accrued expenses of $134,127 and gain on sales of investment in
affiliated companies of $963,997 partially offset by Net income of $755,529.
The note receivable-affiliate of $146,500 at September 30, 1997 due from Sprint
Recycling, Inc. (the sole shareholder of which is Joseph P. Donnolo, President
of the Company) has been guaranteed by the controlling stockholder of the
Company.
The Company has experienced substantial operating losses over the past several
years. The Company has sought to minimize general and administrative expenses,
however, losses may continue in the future years which may require the Company
to obtain additional funds from its
<PAGE> 12
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
affiliates.
PART II - Other Information
Item 1
Legal Proceedings
On June 24, 1993, the Mason Tenders District Council fringe benefit funds,
certain other industry funds and the District Council itself named the Company
and certain other companies with whom the Company did business as defendants in
a suit in the U.S. District Court for the Southern District of New York {92 CIV.
3572 (KTD)} under the Employee Retirement Income Security Act ("ERISA") and the
Labor-Management Relation Act. The suit sought recovery in excess of one million
dollars in actual damages and ten million dollars in punitive damages for the
alleged nonpayment of union dues, fringe benefit contributions and other
contributions allegedly required by the District Council's collective bargaining
agreement. The suit was settled in a stipulation and order approved and entered
by the court, to which the Company was a party, which called for a payment of
$700,000. The payment of the entire settlement amount was made by Angela
Donnolo, the wife of the controlling stockholder who is the Company's chief
executive officer, releasing the controlling stockholder and the Company from
liability in the lawsuit. In order to reimburse Ms. Donnolo for the payment of
the settlement, the Company made a cash payment to Mrs. Donnolo of $100,000 and
issued her a note in the amount of $600,000. This Note was paid in full on
September 15, 1997.
To management's knowledge, there are no other pending or contemplated legal
proceedings against the Company that could be reasonably expected to have a
<PAGE> 13
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
material adverse effect on the Company's business or financial position.
Item 2
Changes in Securities.
No changes in securities during the quarter for which this Form 10-Q quarterly
report is filed
Item 3
Defaults upon Senior Securities.
N/A.
Item 4
Submission of Matters to a Vote of Security Holders.
No matters have been filed for a vote to security holders.
Item 5
Other Information.
No other information reported during the quarter for which this Form 10-Q
quarterly report is filed.
Item 6
Exhibits and Reports on Form 8-K.
a) Exhibits are incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
b) No reports on Form 8-K were filed during the quarter for which this Form 10-Q
quarterly report is filed.
<PAGE> 14
ADVATEX ASSOCIATES, INC. AND SUBSIDIARIES
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 14, 1997 ADVATEX ASSOCIATES, INC.
(Registrant)
/s/ Joseph P. Donnolo
---------------------------
Joseph P. Donnolo
Chairman and Chief
Executive Officer
/s/ Rohullah F. Lodin
---------------------------
Rohullah F. Lodin
Chief Financial and Chief
Accounting Officer
Date: November 14, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 934,533
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,115,552
<PP&E> 37,177
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,299,229
<CURRENT-LIABILITIES> 236,234
<BONDS> 0
0
0
<COMMON> 54,032
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,299,229
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 91,204
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,922
<INCOME-PRETAX> 855,871
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 855,871
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
