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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 2003
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ___________ to ___________
Commission file number 001-12127
EMPIRE RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3136782
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Parker Plaza
Fort Lee, NJ 07024
(Address of Principal Executive Offices)
201 944-2200
(Registrant's Telephone Number, Including Area Code)
Check whether the Registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 9,528,251 shares of common
stock outstanding as of November 10, 2003
1
EMPIRE RESOURCES, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2003
INDEX
Page
----
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2003
(unaudited) and December 31, 2002........................................4
Condensed Consolidated Statements of Income for the Three Months and Nine
Months Ended September 30, 2003 and 2002 (unaudited).....................5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2003 and 2002 (unaudited)..................................6
Notes to Condensed Consolidated Financial Statements (unaudited)............7
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................9
Item 3 Quantitative and Qualitative Disclosure of Market Risk.....................13
Item 4 Controls and Procedures....................................................13
PART II OTHER INFORMATION..........................................................14
Item 1 Legal Proceedings..........................................................14
Item 2 Changes in Securities and Use of Proceeds..................................14
Item 3 Defaults Upon Senior Securities............................................14
Item 4 Submission of Matters to a Vote of Security Holders........................14
Item 5 Other Information..........................................................14
Item 6 Exhibits and Reports on Form 8-K...........................................14
Signatures.................................................................15
2
Introduction
The condensed consolidated interim financial statements included herein
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission with respect to Form 10-Q.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted pursuant to such rules and
regulations. In the opinion of management, such financial statements reflect all
adjustments necessary for a fair presentation of the results for the interim
periods presented and to make such financial statements not misleading. The
results of operations of the Company for the three months and nine months ended
September 30, 2003 are not necessarily indicative of the results to be expected
for the full year. It is suggested that these interim financial statements be
read in conjunction with the consolidated financial statements and the notes
thereto included in the Company's Form 10-K for the year ended December 31,
2002.
3
EMPIRE RESOURCES, INC.
Condensed Consolidated Balance Sheets
In Thousands, except shares and per share amounts
September 30, December 31,
2003 2002
------------- ------------
(Unaudited)
ASSETS
Current assets:
Cash $ 1,240 $ 1,072
Trade accounts receivable (net) 28,704 24,255
Inventories 32,149 27,832
Other current assets 2,545 1,259
------- -------
Total current assets 64,638 54,418
Furniture and equipment (less accumulated depreciation of $369 and $347) 142 24
Deferred financing costs, net 0 27
------- -------
$64,780 $54,469
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable - banks $31,000 $25,600
Trade accounts payable 15,915 13,036
Accrued expenses 2,824 2,911
------- -------
Total current liabilities 49,739 41,547
------- -------
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock $.01 par value, 5,000,000 shares authorized;
none issued
Common stock $.01 par value, 20,000,000 shares authorized;
11,749,651 shares issued 117 117
Additional paid-in capital 10,748 10,727
Retained earnings 6,813 4,824
Accumulated other comprehensive income--
cumulative translation adjustment 26 21
Treasury stock (2,221,400 shares and 2,307,400 shares) (2,663) (2,767)
------- -------
Total stockholders' equity 15,041 12,922
------- -------
$64,780 $54,469
======= =======
See notes to condensed consolidated financial statements
4
EMPIRE RESOURCES, INC.
Condensed Consolidated Statements of Income (Unaudited)
In thousands, except per share data
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ --------------------
2003 2002 2003 2002
-------- ------- --------- --------
Net sales $46,645 $40,567 $138,455 $118,821
Cost of goods sold 43,373 37,763 128,670 110,501
------- ------- -------- --------
Gross profit 3,272 2,804 9,785 8,320
Selling, general and administrative expenses 1,514 1,461 4,525 4,228
------- ------- -------- --------
Operating income 1,758 1,343 5,260 4,092
Interest expense 251 274 726 801
------- ------- -------- --------
Income before income taxes 1,507 1,069 4,534 3,291
Income taxes 620 411 1,787 1,261
------- ------- -------- --------
Net income $ 887 $ 658 $ 2,747 $ 2,030
======= ======= ======== ========
Weighted average shares outstanding:
Basic 9,469 9,676 9,445 10,261
======= ======= ======== ========
Diluted 9,784 9,819 9,638 10,399
======= ======= ======== ========
Earnings per share:
Basic $ 0.09 $ 0.07 $ 0.29 $ 0.20
======= ======= ======== ========
Diluted $ 0.09 $ 0.07 $ 0.29 $ 0.20
======= ======= ======== ========
See notes to condensed consolidated financial statements
5
EMPIRE RESOURCES, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
In thousands
Nine Months Ended
September 30,
-----------------
2003 2002
------- -------
Cash flows from operating activities:
Net income $ 2,747 $ 2,030
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 49 63
Deferred income taxes 0 0
Translation adjustment 5 1
Transfer of restricted shares to key employee 0 43
Changes in:
Trade accounts receivable (4,449) (6,271)
Inventories (4,317) 4,597
Other current assets (1,286) 237
Trade accounts payable 2,879 (1,776)
Accrued expenses (468) 45
------- -------
Net cash used in operating activities (4,840) (1,031)
------- -------
Cash flows used in investing activities:
Additions to fixed assets (140) (16)
------- -------
Cash flows from financing activities:
Proceeds - stock options exercised 139 0
Dividends Paid (377) 0
Purchase of treasury stock (14) (1,428)
Proceeds from notes payable - banks 5,400 2,300
Costs relating to financing 0 (3)
------- -------
Net cash provided by financing activities 5,148 869
------- -------
Net increase (decrease) in cash 168 (178)
Cash at beginning of period 1,072 1,147
------- -------
Cash at end of period $ 1,240 $ 969
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 791 $ 746
Income taxes $ 1,679 $ 933
See notes to condensed consolidated financial statements
6
EMPIRE RESOURCES, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
- --------------------------------------------------------------------------------
1. The Company
Empire Resources, Inc. (the "Company" or "Empire") is engaged principally in the
purchase, sale and distribution of value added semi finished aluminum products
to a diverse customer base located throughout North America and Australia. The
Company sells its products through its own marketing and sales personnel and
through its independent sales agents located in the U.S. who receive commissions
on sales. The Company purchases from several suppliers located throughout the
world; however, one supplier, Hulett Aluminium Ltd. ("Hulett") presently
accounts for more than 56% of the Company's purchases. (See Note 3)
The condensed consolidated financial statements include the accounts of Empire
Resources, Inc. and its wholly-owned subsidiary, Empire Resources Pacific Ltd.,
which acts as a sales agent for the Company in Australia. All significant
intercompany transactions and accounts have been eliminated in consolidation.
2. Use of Estimates
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of income and expenses during
the reported period. The principal assumptions made involve the allowance for
doubtful accounts and claims relating to defective materials. Actual results
could differ from these estimates.
3. Concentrations
While the Company maintains long-term supply relationships with several foreign
mills, Hulett Aluminium Ltd. presently accounts for approximately 56% of the
Company's purchases. The loss of this supplier could have a material adverse
effect on the Company.
On October 16, 2003, Alcoa, Inc. filed a petition with the Department of
Commerce ("DOC") and the International Trade Commission ("ITC") for the
imposition of anti-dumping duties on imports of certain aluminum rolled plate
from Hulett, the Company's principal supplier. The petition relates to one
specific product produced by Hulett - Series 6000 Aluminum Rolled Plate. Hulett
produces numerous other products that the Company presently imports. Hulett
announced that it will contest the allegations, which it believes are flawed. It
is expected that the investigation could take up to a year to complete.
The Company is unable to assess the specifics of the allegations against Hulett
at this time as the key economic data has been redacted from the petition.
Counsel has advised the Company that, in general, anti-dumping duties may only
be assessed prospectively. According to counsel, two conditions must be met for
an anti-dumping duty to be assessed. First, the DOC must decide that the product
is being sold in the United States at less than fair value. Second, the ITC must
determine that the United States' industry is materially injured or threatened
with material injury by reason of the imports.
7
EMPIRE RESOURCES, INC.
The Company has been assured by Hulett that it will continue to ship the
product, pending the results of the investigation. In the event that Hulett, in
the future, ceases supply of the product and if the Company is unable to secure
an alternative source of supply for the product at comparable volumes and
prices, the Company's future results of operations could be adversely affected.
Sales of the product, subject to the petition, in the nine-months ended
September 30, 2003 represented approximately 17% of the Company's revenues for
the period.
4. Stock Options
The Company accounts for stock-based employee compensation under the
recognitions and measurement principles of Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations. No stock-based employee compensation cost is reflected in net
income as all options granted under the Plan had an exercise price equal to the
market value of the underlying common stock on the date of grant. The Company
has adopted the disclosure-only provisions of Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation." The
following table illustrates the effect on net income and earnings per share if
the fair value based method had been applied to all awards.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
2003 2002 2003 2002
----- ----- ------ ------
Reported net income $ 887 $ 658 $2,747 $2,030
Stock-based employee compensation determined
under the fair value based method 0 0 (19) (12)
----- ----- ------ ------
Pro forma net income $ 887 $ 658 $2,728 $2,018
===== ===== ====== ======
Earnings per share:
As Reported:
Basic $0.09 $0.07 $ 0.29 $ 0.20
Diluted $0.09 $0.07 $ 0.29 $ 0.20
Pro forma:
Basic $0.09 $0.07 $ 0.29 $ 0.20
Diluted $0.09 $0.07 $ 0.28 $ 0.19
5. Inventories
Inventories are stated at the lower of cost or market. Cost is determined by the
specific identification method. Inventory consists primarily of semi-finished
aluminum products.
6. Notes Payable--Banks
The Company operates under a $50,000,000 committed credit facility with three
commercial banks. This facility which was renewed on June 19, 2003, expires on
June 30, 2006. Borrowings by the Company under this line of credit are
collateralized by security interests in
8
EMPIRE RESOURCES, INC.
substantially all its assets. Under the agreement, Empire is required to
maintain working capital and net worth ratios, as defined by the loan agreement.
7. Earnings Per Share
Three months ended Nine months ended
September 30, September 30,
--------------------- ----------------------
2003 2002 2003 2002
--------- --------- --------- ----------
Weighted average shares outstanding-basic 9,469,121 9,676,396 9,445,482 10,261,159
Dilutive effect of stock options and warrants 314,687 142,550 192,161 137,557
--------- --------- --------- ----------
Weighted average shares outstanding-diluted 9,783,808 9,818,946 9,637,643 10,398,716
========= ========= ========= ==========
Basic earnings per share are based upon the Company's weighted average number of
common shares outstanding during each period. Diluted earnings per share are
based upon the weighted average number of common shares outstanding during each
period, assuming the issuance of common shares for all dilutive potential common
shares outstanding during the period.
8. Dividends
On September 4, 2003, the Board of Directors of the Company declared a cash
dividend of $0.04 per share to stockholders of record at the close of business
on September 19, 2003. The dividend totaling $381,000 is included in accrued
expenses at September 30, 2003 and was paid on October 1, 2003.
9. Commitments and Contingencies
Empire has contingent liabilities in the form of letters of credit to
certain of its suppliers, which at September 30, 2003 amounted to approximately
$3.6 million.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward Looking Statements
The discussions set forth below and elsewhere herein contain certain
statements that may be considered forward-looking statements under the Private
Securities Litigation Reform Act of 1995. The Company may make written or oral
forward-looking statements in other documents we file with the SEC, in our
annual reports to stockholders, in press releases and other written materials,
and in oral statements made by our officers, directors or employees.
You can identify forward-looking statements by the use of the words
"believe," "expect," "anticipate," "intend," estimate," "assume," "will,"
"should," and other expressions which predict or indicate future events or
trends and which do not relate to historical matters. You should not rely on
forward-looking statements, because they involve known and unknown risks,
uncertainties and other factors, some of which are beyond the control of the
Company. These
9
risks, uncertainties and other factors may cause the actual results, performance
or achievements of the Company to be materially different from the anticipated
future results, performance or achievements expressed or implied by the
forward-looking statements.
Some of the factors that might cause these differences include the
following: changes in general, national or regional economic conditions; an act
of war or terrorism that disrupts international shipping; changes in laws,
regulations and tariffs, the imposition of anti-dumping duties on the products
imported including those produced by Hulett Aluminium Ltd.; changes in the size
and nature of the Company's competition; changes in interest rates, foreign
currencies or spot prices of aluminum; loss of one or more foreign suppliers or
key executives; increased credit risk from customers; failure of the Company to
grow internally or by acquisition and to integrate acquired businesses; failure
to improve operating margins and efficiencies; and changes in the assumptions
used in making such forward-looking statements. You should carefully review all
of these factors, and you should be aware that there may be other factors that
could cause these differences, including, among others, the factors listed under
"Risk Factors," beginning on page 14 of our Annual Report on Form 10-K for the
year ended December 31, 2002. Readers should carefully review the factors
described under "Risk Factors" and should not place undue reliance on our
forward-looking statements.
These forward-looking statements were based on information, plans and
estimates at the date of this report, and we do not promise to update any
forward-looking statements to reflect changes in underlying assumptions or
factors, new information, future events or other changes.
General
Empire is a distributor of value added, semi-finished aluminum products.
Consequently, Empire's sales volume has been, and will continue to be, a
function of its ongoing ability to secure quality aluminum products from its
suppliers. While the Company maintains long-term supply relationships with
several foreign mills, one such supplier, Hulett Aluminium Ltd., ("Hulett")
presently accounts for more than 56% of the Company's purchases.
On October 16, 2003, Alcoa, Inc. filed a petition with the Department of
Commerce ("DOC") and the International Trade Commission for the imposition of
anti-dumping duties on imports of certain aluminum rolled plate from Hulett. The
petition relates to one specific product produced by Hulett - Series 6000
Aluminum Rolled Plate. Hulett produces numerous other products that the Company
presently imports. Hulett announced that it will contest the allegations, which
it believes are flawed. It is expected that the investigation could take up to a
year to complete.
The Company is unable to assess the specifics of the allegations against Hulett
at this time as the key economic data has been redacted from the petition.
Counsel has advised the Company that, in general, anti-dumping duties may only
be assessed prospectively. According to counsel, two conditions must be met for
an anti-dumping duty to be assessed. First, the DOC must decide that the product
is being sold in the United States at less than fair value. Second, the ITC must
determine that the United States' industry is materially injured or threatened
with material injury by reason of the imports.
10
The Company has been assured by Hulett that it will continue to ship the
product, pending the results of the investigation. In the event that Hulett, in
the future, ceases supply of the product and if the Company is unable to secure
an alternative source of supply for the product at comparable volumes and
prices, the Company's future results of operations could be adversely affected.
Sales of the product, subject to the petition, in the nine-months ended
September 30, 2003 represented approximately 17% of the Company's revenues for
the period.
Results of Operations (in thousands)
Net sales increased $6,078, or 15%, from $40,567 in the third quarter of
2002 to $46,645 in the third quarter of 2003. Net sales for the nine month
period increased $19,634, or 17%, from $118,821 to $138,455. The increase in
sales is due primarily to continued strong availability from the Company's
principal suppliers.
Gross profit increased $468, or 17%, from $2,804 in the third quarter of
2002 to $3,272 in the third quarter of 2003, and increased $1,465, or 18%, from
$8,320 in the nine month period of 2002 to $9,785 in the nine month period of
2003. For the three and nine month periods gross profit as a percentage of sales
remained relatively stable, at approximately 7%.
Selling, general and administrative expenses amounted to $1,514 in the
third quarter of 2003 and $1,461 in 2002, an increase of $53. For the nine month
period SG&A expenses increased $297 from $4,228 in 2002 to $4,525 in 2003. The
increase is due to increases in payroll and legal expenses.
Interest expense decreased $23, or 8%, from $274 in the third quarter of
2002 to $251 in the third quarter of 2003, and decreased $75 or 9%, from $801 in
the nine months ended 2002 to $726 in the nine months ended 2003. The decrease
in interest expense is due to decreases in the variable rate of interest on the
Company's revolving line of credit.
The Company reported net income of $887 for the third quarter of 2003
compared to net income of $658 for the third quarter of 2002, and net income of
$2,747 in the nine month period ended September 30, 2003 compared to net income
of $2,030 in the corresponding 2002 period. The Company's increase in net income
is principally the result of its increased sales without as large of a
corresponding increase in its SG&A expenses.
Liquidity and Capital Resources (in thousands, except per share data)
The Company's cash balance increased $168 to $1,240 in the nine month
period ended September 30, 2003. Net cash of $4,840 was used in operating
activities primarily to fund an increase in accounts receivable and inventories
offset by a smaller increase in trade accounts payable. Net cash provided by
financing activities amounted to $5,148 for the nine month period ended 2003.
This was primarily a result of proceeds of $5,400 in connection with bank debt.
Empire currently operates under a $50,000 revolving line of credit,
including a commitment to issue letters of credit, with three commercial banks.
Borrowings under this line of credit is collateralized by security interests in
substantially all of Empire's assets. Empire is required to maintain working
capital and net worth ratios under this credit agreement. This facility, which
was renewed on June 19, 2003 will expire on June 30, 2006.
11
On September 4, 2003 Empire Resources Inc. announced that its Board of
Directors declared a cash dividend of $0.04 per share. The dividend totaling
$381 was payable on October 1, 2003 to shareholders of record at the close of
business on September 19, 2003. The Board of Directors will review its dividend
policy on a quarterly basis and a determination by the Board of Directors will
be made subject to the profitability and free cash flow and the other
requirements of the business.
Management believes that cash from operations, together with funds
available under its credit facility, will be sufficient to fund the cash
requirements relating to the Company's existing operations for the next twelve
months. Empire may require additional debt or equity financing in connection
with the future expansion of its operations.
Application of Critical Accounting Policies
The Company's condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America. Certain accounting policies have a significant impact
on amounts reported in the financial statements. A summary of those significant
accounting policies can be found in Note B to the Company's financial statements
included in the Company's 2002 Annual Report on Form 10-K. The Company has not
adopted any significant new accounting policies during the nine months ended
September 30, 2003.
Among the significant judgments made by management in the preparation of
the Company's financial statements are the determination of the allowance for
doubtful accounts and accruals for inventory claims. These adjustments are made
each quarter in the ordinary course of accounting.
As of September 30, 2003 the Company had $28.9 million in trade
receivables. Additionally, the Company had recorded an allowance for doubtful
accounts of $191,000. The allowance for doubtful accounts was not changed during
the quarter. The Company reports accounts receivable, net of an allowance for
doubtful accounts, to represent its estimate of the amount that ultimately will
be realized in cash. The Company reviews the adequacy of its allowance for
doubtful accounts on an ongoing basis, using historical collection trends, aging
of receivables, as well as review of specific accounts, and makes adjustments in
the allowance as it believes necessary. The Company maintains a credit insurance
policy on the majority of its customers. This policy has a 10% co-insurance.
Changes in economic conditions could have an impact on the collection of
existing receivable balances or future allowance considerations.
Generally, the Company's exposure on claims for defective material is small
as the Company refers all claims on defects back to the mill supplying the
material. In the event that the Company does not believe the mill will honor a
claim, the Company will record an allowance for inventory adjustments.
Commitments and Contingencies
Empire has contingent liabilities in the form of letters of credit totaling
$3.6 million to certain of its suppliers. There have been no material changes to
the Company's commitments
12
and contingencies from that disclosed in our Annual Report on Form 10-K for the
year ended December 31, 2002.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The Company uses financial instruments designated as fair value hedges to
manage its exposure to commodity price risk and foreign currency exchange risk
inherent in its operations. It is the Company's policy to hedge such risks, to
the extent practicable. The Company enters into high-grade aluminum futures
contracts to limit its gross margin exposure by hedging the metals content
element of firmly committed purchase and sales commitments. The Company also
enters into foreign exchange forward contracts to hedge its exposure related to
commitments to purchase or sell non-ferrous metals denominated in international
currencies. The Company records "mark-to-market" adjustments on these futures
and forward positions, and on the underlying firm purchase and sales commitments
which they hedge, and reflects the net gains and losses currently in earnings.
There have been no material changes to the Company's market risk from that
disclosed in our Annual Report on Form 10-K for the year ended December 31,
2002.
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Company's management conducted an evaluation with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, regarding the effectiveness of the Company's disclosure controls and
procedures, as of the end of the last fiscal quarter. In designing and
evaluating the Company's disclosure controls and procedures, the Company and its
management recognize that any controls and procedures, no matter how well
designed and operated, can provide only a reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating and implementing possible controls and procedures. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that they believe the Company's disclosure controls and procedures are
reasonably effective to ensure that information required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. We intend to continue to
review and document our disclosure controls and procedures, including our
internal controls and procedures for financial reporting, and we may from time
to time make changes to the disclosure controls and procedures to enhance their
effectiveness and to ensure that our systems evolve with our business.
There was no change in our internal control over financial reporting that
occurred during the period covered by this Quarterly Report on Form 10-Q that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
13
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is party from time to time to litigation incidental to its business.
The Company does not presently believe that any such litigation would have a
material adverse effect on its results of operation or financial condition.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
On September 4, 2003, the Company issued a press release to announce a dividend
for the third quarter for stockholders of record on September 19, 2003. The
dividend was paid on October 1, 2003.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following are included as exhibits to this report:
Exhibit No. Description
- ----------- -----------
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934*
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934*
32.1 Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002*
- ----------
* Filed herewith
(b) Reports on Form 8-K
14
The Company filed a current report on Form 8-K dated August 11, 2003 disclosing
the Company's August 8th press release related to its announcement of second
quarter fiscal 2003 results.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
EMPIRE RESOURCES, INC.
By: /s/ Sandra Kahn
-----------------------------
Sandra Kahn
Chief Financial Officer
(signing both on behalf of the registrant and in her capacity as Principal
Financial and Principal Accounting Officer)
Dated: November 13, 2003
15