<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 0-9607
CENTRUM INDUSTRIES, INC.
------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1654011
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6135 Trust Drive, Suite 104A, Holland, Ohio 43528
- ------------------------------------------- -----
(Address of principal executive offices) (Zip code)
(419) 868-3441
--------------
(Registrant's telephone number, including area code)
--------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 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:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING at October 31, 1997
- ----------------------------- -------------------------------
Common Stock - $.05 Par Value 8,403,501
1
<PAGE> 2
CENTRUM INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
COVER 1
INDEX 2
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
Condensed Consolidated Balance Sheets
as of September 30, 1997 and March 31,1997. 3
Condensed Consolidated Statements of
Income for the three months and six months
ended September 30, 1997 and 1996. 4
Condensed Consolidated Statements of
Cash Flows for the six months ended
September 30, 1997 and 1996. 5
Notes to Condensed Consolidation
Financial Statements 6
ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
ITEM 4: Submission of matters to a vote of 13
Security holders
ITEM 6: Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
2
<PAGE> 3
PART 1: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTRUM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
(unaudited)
September 30, March 31,
1997 1997
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 1,573,285 $ 2,758,219
Accounts receivable, less allowances of $139,816
and $78,161, respectively 13,127,601 11,080,819
Cost and estimated earnings in excess of billings
on uncompleted contracts 1,059,428 1,513,808
Inventories, net 10,841,480 9,897,925
Prepaid expense and other 449,760 517,656
------------ -----------
Total Current Assets 27,051,554 25,768,427
Property, plant and equipment, net 16,950,150 10,627,764
Other Assets 6,436,950 6,604,456
------------ -----------
Total Assets $ 50,438,654 $ 43,000,647
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Bank line of credit $ 9,952,431 $ 10,644,724
Current portion of long-term debt 2,712,060 1,607,629
Accounts payable 10,744,245 6,640,781
Accrued expense and other 3,240,097 3,747,301
------------ -----------
Total Current Liabilities 26,648,833 22,640,435
Long-term debt, less current portion 13,892,429 11,021,938
Other liabilities 366,844 595,636
SHAREHOLDERS' EQUITY:
Preferred stock - $.05 par value, 1,000,000 shares
authorized, 70,000 shares issued and outstanding
(liquidation preference of $10 per share) 3,500 3,500
Common stock - $.05 par value, 15,000,000 authorized
8,403,501 and 8,368,904 issued and outstanding 420,175 418,445
Additional paid-in capital 7,992,849 7,918,233
Retained Earnings 1,114,023 402,460
------------ -----------
Total Shareholders' Equity 9,530,547 8,742,638
------------ -----------
Total Liabilities and Shareholders' Equity $ 50,438,654 $ 43,000,647
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
CENTRUM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the three For the six
months ended months ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 18,784,087 $ 16,854,151 $ 35,839,805 $ 34,433,347
Costs and expenses
Cost of sales 13,634,994 12,723,694 26,032,693 25,478,109
Depreciation 459,950 295,445 868,802 607,023
------------ ------------- ------------- ------------
Gross Profit 4,689,143 3,835,012 8,938,310 8,348,215
Amortization 120,257 121,348 235,446 240,776
Selling, general and
administrative expenses 3,405,645 2,995,763 6,385,526 6,191,600
------------ ------------- ------------- ------------
Operating income 1,163,241 717,901 2,317,338 1,915,839
Other income and (expenses)
Interest income 14,663 86,418 37,646 130,671
Interest expenses (713,646) (524,462) (1,305,360) (1,098,817)
Miscellaneous 41,566 43,631 58,466 54,059
------------ ------------- ------------- ------------
(657,417) (394,413) (1,209,248) (914,087)
------------ ------------- ------------- ------------
Income before income taxes 505,824 323,488 1,108,090 1,001,752
Provision for income taxes 182,926 28,228 396,528 130,228
------------ ------------- ------------- ------------
Net income $ 322,898 $ 295,260 $ 711,562 $ 871,524
============ ============= ============= ============
Net income per common
and common equivalent share $ 0.04 $ 0.04 $ 0.08 $ 0.12
------------ ------------- ------------- ------------
Weighted average number of
common and common equivalent
shares outstanding 9,197,773 7,787,076 9,174,276 7,445,760
============ ============= ============= ============
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
CENTRUM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
<TABLE>
<CAPTION>
For the six For the six
Months ended Months ended
September 30, September 30,
1997 1996
---- ----
<S> <C> <C>
Cash provided by (used in) operating activities $ 2,700,891 $ (3,659,091)
Cash flows from investing activities:
Investment in unconsolidated subsidiary 82,173 0
Purchase of property and equipment (413,074) (223,713)
Purchase of Taylor, net of cash acquired and common stock issued (6,839,055) 0
------------- -------------
Net cash used in investing activities (7,169,956) (223,713)
------------- -------------
Cash flows from financing activities:
Net proceeds (repayments) on short-term debt (692,293) 2,185,149
Repayments of notes payable (25,078) (1,342,010)
Proceeds from issuance of debt related to the acquisition of Taylor 4,000,000 0
Proceeds from the issuance of common stock 1,502 1,594,801
------------- -------------
Net cash provided by (used in) financing activities 3,284,131 2,437,940
------------- -------------
Increase (decrease) in cash and cash equivalents (1,184,934) (1,444,864)
Cash and cash equivalents at beginning of period 2,758,219 2,100,749
------------- -------------
Cash and cash equivalents at end of period $ 1,573,285 $ 655,885
============= =============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
CENTRUM INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting principally of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair statement of the results of operations for the three month and six month
periods ended September 30, 1997 and 1996. Accounting policies followed by the
Company are described in Note 1 to the financial statements in its Annual
Report on Form 10-K for the year ended March 31, 1997.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The condensed financial statements should be
read in conjunction with the financial statements, including notes thereto,
contained in the Company's Annual Report on Form 10-K for the year ended March
31, 1997.
The results of operations for the three month and six month periods ended
September 30, 1997, are not necessarily indicative of the results to be
expected for the full year. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Certain amounts within the subsequent year financial statements have been
reclassified in order to be consistent with the current year presentation. In
this document, years reflect the fiscal year ended March 31, unless otherwise
noted.
NOTE B: COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS
Inventories consisted of the following at September 30, 1997 and March 31,
1997:
<TABLE>
<CAPTION>
September 30, 1997 March 31, 1997
------------------ --------------
<S> <C> <C>
Raw Materials $ 5,832,038 $5,407,088
Work in Progress 4,159,929 3,834,537
Finished Goods 849,512 656,300
----------- ----------
Total Inventories $10,841,480 $9,897,925
=========== ==========
</TABLE>
6
<PAGE> 7
Other assets consisted of the following at September 30, 1997 and March 31,
1997:
<TABLE>
<CAPTION>
September 30, 1997 March 31, 1997
------------------ --------------
<S> <C> <C>
Deferred Income Tax Benefits $2,579,856 $2,830,901
Goodwill, less accumulated amortization of
$614,881 and $404,494, respectively 2,229,262 2,298,842
Debt Issuance Costs, less accumulated
amortization of $500,002 and $520,822, 692,652 805,630
respectively
Other Assets 935,180 669,083
---------- ----------
Total Other Assets $6,436,950 $6,604,456
========== ==========
</TABLE>
NOTE C: ACQUISITIONS
Centrum acquired substantially all of the assets of Taylor Forge
International, Inc., on June 4, 1997 through a subsidiary of McInnes Steel
Company, the subsidiary is now known as Taylor Forge Company (Taylor). This
transaction was accounted for as a purchase and Taylor's operations have been
included in the consolidated financial statements as part of the metal forming
operations since that date.
The following unaudited pro forma results of operations assume the acquisition
of Taylor discussed above occurred on April 1, 1996. These pro forma results
have been prepared for comparative purposes only and do not purport to be
indicative of the results of operations which actually would have resulted had
the acquisition occurred on April 1, 1996, or results which may occur in the
future.
<TABLE>
<CAPTION>
Six Months Ended
September 30
1997 1996
-------- --------
<S> <C> <C>
Net Sales $37,047,920 $39,500,347
Net Income from continuing
operations $ 555,231 $ 144,954
Net Income from continuing
operations per common share $ .06 $ .02
</TABLE>
NOTE D: SUBSEQUENT ACQUISITIONS
On November 5, 1997, Centrum acquired substantially all of the assets of
Northern Steel, Inc., through an American Handling, Inc. subsidiary, the
subsidiary is now known as Northern Steel Company (Northern). Northern
Steel's 1996 sales totaled $20.8 million, with $5.8 million in total assets at
year-end. Northern supplies shelving, racks, conveyors, and other storage and
distribution equipment as components of material handling systems. The
purchase price of approximately $2.8 million was funded by a draw of $1.5
million on a newly instituted line of credit with Huntington National Bank
(Bank) at the material handling systems segment and $1.3 million in cash. The
terms of the new line of credit at the material handling systems segment are
similar to the terms of the existing line of credit with the Bank at the metal
forming operations group. Please see the 10-K filed for the fiscal year ending
March 31, 1997 for a detailed discussion of those terms. This transaction was
accounted for as a purchase and Northern's operations will be included
in the consolidated financial statements as part of the material handling
segment as of the acquisition date.
7
<PAGE> 8
NOTE E: INCOME PER COMMON AND COMMON EQUIVALENT SHARE
The computation of income per common and common equivalent share is based on
the weighted average number of shares of common stock outstanding during the
respective periods. Common equivalent shares, including shares that would be
issued upon the exercise of outstanding warrants and options, have been
included in the calculations to the extent that they are dilutive in nature.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
The Company's operations have been classified into four business segments:
metal forming operations, material handling systems, motor production systems,
and corporate office. The metal forming operations segment manufactures steel
forgings for the power generation and compressor industries, steel seamless
rolled rings for bearing, off-road construction manufacturers, oil and gas,
mining and specialty machine manufacturers, along with nonferrous castings for
the glass container, pump and valve industries. The material handling
equipment segment involves the design, manufacture and installation of material
handling equipment for warehouse and distribution applications. The motor
production systems segment involves the manufacture of armature winding
machines and complete production systems for numerous complex manufacturing
processes.
Summarized unaudited results of operations by business segment for the three
month and six month periods ended September 30, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
September 30, 1997 September 30, 1996
Dollars Percent Dollars Percent
------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales
Metal forming $12,807,674 68.18% $10,968,062 65.08%
Material handling 4,779,761 25.45% 3,976,215 23.59%
Motor production 1,195,563 6.36% 1,909,874 11.33%
Corporate 1,089 0.01% 0 0.00%
----------- ------ ----------- ------
Total sales $18,784,087 100.00% $16,854,151 100.00%
=========== ====== =========== ======
Operating income (loss)
Metal forming $1,226,284 105.42% $ 848,035 118.13%
Material handling 186,732 16.05% 3,292 0.46%
Motor production 43,287 3.72% 110,303 15.36%
Corporate (293,062) (25.19%) (243,729) (33.95%)
---------- ------ ----------- ------
Total operating $1,163,241 100.00% $ 717,901 100.00%
income ========== ====== =========== ======
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
September 30, 1997 September 30, 1996
Dollars Percent Dollars Percent
------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales
Metal forming $25,311,453 70.62% $22,657,793 65.80%
Material handling 7,681,367 21.43% 7,901,205 22.95%
Motor production 2,844,669 7.94% 3,874,349 11.25%
Corporate 2,316 0.01% 0 0.00%
----------- ------ ----------- ------
Total sales $35,839,805 100.00% $34,433.437 100.00%
=========== ====== =========== ======
Operating income (loss)
Metal forming $ 2,461,895 106.24% $ 2,050,090 107.01%
Material handling 225,883 9.75% 86,821 4.53%
Motor production 217,996 9.41% 233,365 12.18%
Corporate (588,436) (25.39%) (454,437) (23.72%)
----------- ------ ----------- ------
Total operating $ 2,317,338 100.00% $ 1,915,839 100.00%
income =========== ====== =========== ======
</TABLE>
Consolidated revenues have increased over the comparable prior year periods
(11% for the quarter and 4% year-to-date) primarily as a result of the
inclusion of the Taylor operations. The inclusion of Taylor has also resulted
in an increase in depreciation expense over the comparable prior year periods.
Gross Profit increased from 22.8% in the prior year quarter to 25.0% in the
current quarter, raising the year-to-date gross profit from 24.2% to 24.9% in
the current fiscal year. This increase in gross profit is primarily the result
of a more profitable product mix at each of the segments, coupled with
continued focus on cost controls. Operating income, on a consolidated basis,
as a percentage of sales, increased to 6.2% in the current quarter and
year-to-date compared to 4.3% and 5.6% in the respective prior year periods as
a result of the favorable gross profit performance. Pretax income for the
quarter under review was also impacted by the gross profit improvement rising
to 2.7% of sales in the current quarter, from 1.97% in the prior year.
The effective tax rate utilized for the current year quarter and year-to-date
provision is 35%, as compared to 13% in the prior year period. Please see the
10-K filed for the fiscal year ending March 31, 1997 for a detailed discussion
of tax benefits recognized during the prior year. Management does not
anticipate tax benefits to be realized in fiscal 1998 to the extent experienced
in fiscal 1997.
Net income for the quarter and year-to-date was $322,898 and $711,562
respectively, as compared to $295,260 and $871,524 in the prior year results of
operations. However, as discussed above, the prior year operating results were
impacted by the recognition of certain tax benefits in the amounts of $84,978
for the prior year quarter and $220,386 in the prior year-to-date results.
Management views these tax benefits recorded in the prior year as nonrecurring
items. Excluding these nonrecurring tax items, net income increased by
$112,616 for the quarter and $60,424 for the year-to-date. The following table
summarizes these calculations:
9
<PAGE> 10
<TABLE>
<CAPTION>
After Tax
-----------------------------------------
Quarter Ended Six Months Ended
September 30 September 30
1997 1996 1997 1996
----------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Income $322,898 $295,260 $711,562 $871,524
Nonrecurring
Income Tax
Benefit -- 84,978 -- 220,386
-------- -------- -------- --------
Net Income Excluding
the above Item $322,898 $210,282 $711,562 $651,138
======== ======== ======== ========
</TABLE>
Management believes that both the short-term and long-term fundamentals of each
of the Company's business segments remain sound. Backlogs in each business
segment are stable and the mix of products will continue to support operating
margins at the manufacturing segments. For these reasons, management believes
that current consolidated trends in revenues and margins can be maintained
during the remainder of this fiscal year.
METAL FORMING OPERATIONS
Sales for the Metal Forming Operations increased over the prior year by 16.7%
in the current quarter and 11.7% in the year-to-date period as a result of the
inclusion of Taylor in the results of operations. The gross margin also
increased during the current quarter from 24.3% in the prior to 26.4% as a
result of an improvement in the mix of products sold and continued emphasis on
reducing manufacturing costs throughout the segment. Year-to-date gross margin
is 26.0% compared to 25.8% in the prior year. Operating Income in the current
year quarter and year-to-date results improved by $378,249 to 9.6% and $411,805
to 9.7% respectively. Taylor contributed $188,727 and $236,449 of the
improvement to operating income in the current quarter and year-to-date results
respectively. The remaining increase in operating income was due to the
improved gross margin recognized throughout the segment.
MATERIAL HANDLING SYSTEMS
Sales and operating income increased substantially at the material handling
segment during the current quarter. Sales increased by $803,546 or 20.2% as
compared to the prior year quarter, while sales for the year-to-date period are
comparable. This increase is partially attributable to work performed in the
second quarter on jobs rescheduled by the customer from the first quarter.
Gross margins improved at this segment, rising to 21.7% from 20.5% in the prior
year quarter, and 22.9% from 21.9% in the year-to-date comparison. This
improvement in gross margin was due to a strong mix of products sold
during the period, and improvement in cost controls. Selling, general and
administrative expense as a percentage of sales decreased to 17.0% in the
current quarter as compared to 19.6% in the prior year, primarily as a result of
the significant increase in revenue during the quarter. However, SG&A remains
level when compared to sales on a year-to-date basis. Operating income for the
segment rose to
10
<PAGE> 11
$186,732 or 3.9% from $3,292 or .1% in the prior year quarter, and to $225,883
or 2.9% from $86,821 or 1.1% in the year-to-date comparison.
MOTOR PRODUCTION SYSTEMS
Sales decreased at the motor production system segment by 37.4% for the quarter
and 26.5% in the year-to-date results. This reduction is primarily the result
of a shift in product mix at the segment. The prior year revenue stream was
benefited by several larger orders received by the segment. The current shift
in product mix is toward smaller orders which generally have a higher gross
margin. As a result of this, gross margins increased to 23.2% for the quarter
and 21.3% in the year-to-date results as compared to 18.4% and 20.1% in the
respective prior year periods. The reduced volume was not entirely offset by
the gross margin performance in the current quarter as operating margins
slipped to 3.6% from 5.8% in the prior year. However, year-to-date operating
income is comparable at $217,996 or 7.7% as compared to $233,365 or 6% for the
prior year. Management expects that the results of the motor production
systems for the second half of the current fiscal year will be comparable to
the results of the first half.
CORPORATE OFFICE
Corporate administrative expenses increased primarily due to increased
professional fees and additional administrative expenses associated with the
overall growth of the business, however, these costs are comparable to the
costs incurred during the most recent prior year quarter.
The number of common and common equivalent shares outstanding has increased as
a result of the issuance of common shares pursuant to a Confidential Private
Placement Memorandum (Private Placement) initiated on November 15, 1995 and
completed on November 15, 1996. Please refer to the Form 10-K filed for the
year ended March 31, 1997 for more detailed discussion of these matters.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for the six months ended September 30,
1997 totaled $2.7 million, as opposed to cash used by operations of $3.7
million in the prior year period. This improvement is a direct result of
management's continued emphasis on enhancing the overall working capital
position of the Company and comes in the midst of adding new debt related to
the Taylor acquisition. Net income adjusted for taxes and depreciation and
amortization provided $2.1 million in cash as compared to $1.8 million in the
prior year evidencing the favorable benefit of current trends in operating
income.
The $6.9 million purchase price of Taylor was financed by the issuance of
33,264 shares of the Company's common stock and an increase in the metal
forming operations line of credit and a new term note. Approximately, $2.2
million was drawn on the line of credit and a $4 million, five year term note
was obtained. Please refer to the Form 10-K filed for the year ended March 31,
1997 for a more detailed discussion of these matters.
On November 5, 1997, Centrum acquired substantially all of the assets of
Northern Steel, Inc., through an American Handling, Inc. subsidiary, which
will operate as Northern Steel Company (Northern). The purchase price of
approximately $2.8 million was funded by a draw of $1.5 million on a newly
instituted line of credit with Huntington National Bank (Bank) at the material
handling systems segment and $1.3 million in cash. The terms of the new line
of credit at the
11
<PAGE> 12
material handling systems segment are similar to the terms of
the existing line of credit with the Bank at the metal forming operations
group. Please see the 10-K filed for the fiscal year ending March 31, 1997 for
a detailed discussion of those terms.
The primary sources of funds available to the Company in the fiscal
year 1998 for operations, planned capital expenditures and debt repayments
include available cash, operating income and funds available under the line of
credit agreement. Although the line of credit agreement places certain
restrictions on the Company's ability to transfer cash between subsidiaries,
management does not consider this restriction to be significant given the level
of cash on hand at the individual subsidiaries and the existing credit
facilities. Approximately $11.5 million of the company's debt matures in April
of 1999. The sources of funds discussed above will not be sufficient to satisfy
this maturity. However, management intends to either replace this facility
prior to maturity or renegotiate the existing facility with the bank prior to
maturity. Management believes that, with the exception discussed above,
sufficient funds for operations, debt repayments and acquisitions can be raised
through cash flows generated by the operating subsidiaries, funds available
under the line of credit agreement, and sales of the Company's securities.
This quarterly report on Form 10-Q contains forward-looking statements within
the meaning of the "safe-harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are based on management's
current expectations and are subject to a number of factors and uncertainties,
as described in the Form 10-K filed for the year-ended March 31, 1997, which
could cause actual results to differ materially from those described in the
forward-looking statements. As a result, the Company's operating results may
fluctuate, especially when measured on a quarterly basis.
OTHER MATTERS
The material handling segment is currently party to an agreement with its
landlord whereby the landlord has agreed to make a cash payment to the segment
should the landlord be successful in negotiating the sale of the property.
Management believes that this transaction, if consummated, could have a
material impact on the results of operations in the future. The pretax amount
of the gain could range from $300,000 to $400,000, and may vary based upon many
factors yet to be determined. Management is not certain if or when this
transaction will be consummated in the future.
12
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on October 2, 1997, the following
proposal was adopted by the margin indicated:
1. The election of eight (8) directors to serve a one (1) year term or until
their successor shall have been appointed and qualified.
<TABLE>
<CAPTION>
Number of Shares
------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
George H. Wells 7,630,130 500 143,023
William C. Davis 7,589,680 48,000 136,023
Robert J. Fulton 7,630,130 500 143,023
David L. Hart 7,630,130 500 143,023
Richard C. Klaffky 7,630,130 - 143,023
Mervyn H. Manning 7,630,130 - 143,023
David R. Schroder 7,630,130 - 143,023
Thomas E. Seiple 7,629,630 500 143,023
</TABLE>
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(B): Reports on Form 8-K
On October 7, 1997 the Company filed a Form 8-K for the purpose of reporting
the pending acquisition of substantially all the assets of Northern Steel, Inc.
13
<PAGE> 14
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.
CENTRUM INDUSTRIES, INC.
------------------------
(Registrant)
Date November 10, 1997 By: /s/ Timothy M. Hunter
----------------- -------------------------
Timothy M. Hunter
Chief Financial Officer
14
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
EX 27 Financial Data Schedule
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 1,573,285
<SECURITIES> 0
<RECEIVABLES> 13,127,601
<ALLOWANCES> 139,816
<INVENTORY> 10,841,480
<CURRENT-ASSETS> 27,051,554
<PP&E> 19,477,684
<DEPRECIATION> 2,527,534
<TOTAL-ASSETS> 50,438,654
<CURRENT-LIABILITIES> 26,648,833
<BONDS> 0
0
3,500
<COMMON> 420,175
<OTHER-SE> 9,106,872
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<INCOME-PRETAX> 1,108,090
<INCOME-TAX> 396,528
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</TABLE>
