10-Q 1 a36490.txt EMPIRE RESOURCES, INC. 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