<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K / A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): NOVEMBER 5, 1997
CENTRUM INDUSTRIES, INC.
------------------------------------------------------------------------
(Exact Name of Registrant as specified in its Charter)
Delaware 0-9607 34-1654011
------------------------------------------------------------------------
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
6135 Trust Drive, Suite 104A, Holland, Ohio 43528
------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code:
(419) 868-3441
<PAGE> 2
ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS.
(a) The audited financial statements of Northern Steel, Inc. as of
November 5, 1997 and December 31, 1996 and for the period from January 1, 1997
to November 5, 1997 and for the year ended December 31, 1996, are filed
herewith as Exhibit 7(a).
(b) Pro forma financial statements of the Registrant on a consolidated
basis, after giving effect to the acquisition of substantially all of the
assets of Northern Steel, Inc., are filed herewith as Exhibit 7(b).
<PAGE> 3
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 hereunto duly authorized.
CENTRUM INDUSTRIES, INC.
(Registrant)
January 16, 1998 By: /s/ Timothy M. Hunter
--------------------------
Timothy M. Hunter
Chief Financial Officer and
Treasurer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Page
<S> <C> <C>
7(a) The audited financial statements of Northern Steel,
Inc. as of November 5, 1997 and December 31,
1996 and for the period from January 1, 1997 to
November 5, 1997 and for the year ended
December 31, 1996, are filed herewith as Exhibit 7(a).
7(b) Pro forma financial statements of the Registrant on
a consolidated basis, after giving effect to the
acquisition of substantially all of the assets of Northern
Steel, Inc., are filed herewith as Exhibit 7(b).
</TABLE>
<PAGE> 1
Exhibit 7(a)
The audited financial statements of Northern Steel, Inc. as of November 5, 1997
and December 31, 1996 and for the period from January 1, 1997 to November 5,
1997 and for the year ended December 31, 1996, are filed herewith as Exhibit
7(a).
<PAGE> 2
Exhibit 7(a)
Index to Financial Statements
Northern Steel, Inc.
Period from January 1, 1997 to November 5, 1997
and Year Ended December 31, 1996
Report of Ernst & Young LLP, Independent Auditors . . . . . . . . . 1
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Operations and Accumulated Deficit . . . . . . . . . 3
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 5
<PAGE> 3
Report of Ernst & Young LLP, Independent Auditors
The Board of Directors and Stockholder
Northern Steel, Inc.
We have audited the accompanying balance sheets of Northern Steel, Inc. as of
November 5, 1997 (date of sale - see Note 1) and December 31, 1996, and the
related statements of operations and accumulated deficit and cash flows for the
period from January 1, 1997 to November 5, 1997 and for the year ended December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northern Steel, Inc. as of
November 5, 1997 and December 31, 1996, and the results of its operations and
its cash flows for the period from January 1, 1997 to November 5, 1997 and for
the year ended December 31, 1996, in conformity with generally accepted
accounting principles.
Seattle, Washington Ernst & Young LLP
November 26, 1997
1
<PAGE> 4
Northern Steel, Inc.
Balance Sheets
NOVEMBER 5,
1997 DECEMBER 31,
(DATE OF SALE) 1996
-----------------------------
(IN THOUSANDS)
ASSETS
Current Assets:
<TABLE>
<S> <C> <C>
Cash $ - $ -
Accounts receivable, net of allowance for
doubtful accounts of $52 ($33 in 1996) 3,174 3,850
Inventories 1,346 1,345
Prepaid expenses 106 134
Other current assets 60 190
---------------------
Total current assets 4,686 5,519
Property and equipment, net (Note 3) 169 277
---------------------
Total assets $4,855 $5,796
=====================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Bank line of credit (Note 4) $1,852 $1,286
Accounts payable and accrued liabilities 1,576 2,101
Accrued compensation 206 229
---------------------
Total current liabilities 3,634 3,616
Commitments and contingencies (Note 8)
Stockholder's equity:
Common stock, no par value: 2,500 2,500
Authorized shares - 1,000,000
Issued and outstanding shares - 1,0000
Accumulated deficit (1,279) (320)
---------------------
Total stockholder's equity 1,221 2,180
---------------------
Total liabilities and stockholder's equity $4,855 $5,796
=====================
</TABLE>
See Accompanying Notes.
2
<PAGE> 5
Northern Steel, Inc.
Statements of Operations and Accumulated Deficit
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1997 TO
NOVEMBER 5, 1997 YEAR ENDED
(DATE OF SALE) DECEMBER 31, 1996
-------------------------------------
(In Thousands)
<S> <C> <C>
Sales $ 15,664 $ 20,754
Cost of sales 11,681 15,279
----------------------------
Gross profit 3,983 5,475
Selling, general, and administrative expenses 4,842 5,946
----------------------------
Operating loss (859) (471)
Other income (expense):
Interest expense (95) (115)
Other income (expense) (5) 9
----------------------------
Total other expenses (100) (106)
----------------------------
Loss before income taxes (959) (577)
Income tax expense (Note 5) - -
----------------------------
Net loss (959) (577)
Retained earnings (accumulated deficit),
beginning of year (320) 257
----------------------------
Accumulated deficit, end of period $ (1,279) $ (320)
============================
</TABLE>
See accompanying notes.
3
<PAGE> 6
NORTHERN STEEL, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1997 TO
NOVEMBER 5, 1997 YEAR ENDED
(DATE OF SALE) DECEMBER 31, 1996
--------------------------------------
(In Thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (959) $ (577)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 161 66
Changes in operating assets and liabilities:
Accounts receivable 676 (112)
Inventories (1) 159
Prepaid expenses and other current assets 158 (225)
Accounts payable and
accrued liabilities (548) 90
-------------------------
Net cash used in operating activities (513) (599)
INVESTING ACTIVITIES
Purchases of property and equipment (53) (68)
FINANCING ACTIVITIES
Net borrowings under line of credit 566 588
Advances to affiliates - 11
-------------------------
Net cash provided by financing activities 566 599
-------------------------
Net decrease in cash and cash equivalents - (68)
Cash at beginning of year - 68
-------------------------
Cash at end of year $ - $ -
=========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ 95 $ 115
=========================
</TABLE>
See accompanying notes.
4
<PAGE> 7
Northern Steel, Inc.
Notes to Financial Statements
November 5, 1997
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Northern Steel, Inc. (the Company), a wholly owned subsidiary of Duke Seabridge
Inc. (a U.S. subsidiary of Duke Seabridge Limited, a Canadian corporation), was
incorporated in the state of Washington on August 24, 1994 and commenced
operations on November 1, 1994. The Company is a retail supplier and
application designer of material handling systems and storage equipment.
Effective November 5, 1997, the Company sold substantially all assets and
liabilities to Centrum Industries, Inc. The accompanying financial statements
reflect the Company's financial position and results of operations through
November 5, 1997 (immediately prior to the sale) (see Note 9).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTS RECEIVABLE
Credit is extended based on an evaluation of customers' financial condition,
and collateral is generally not required. Annual credit losses have been
minimal. The Company sells to a large number of customers operating in a
variety of industries located primarily in the western United States.
INVENTORIES
Inventories, consisting of material handling and storage products held for
resale and in the process of installation, are stated at the lower of average
cost or market.
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost. Depreciation is provided based on
the estimated useful lives of the related assets, which are 5 years for
furniture and 3 years for computer and other equipment.
INCOME TAXES
The Company is included in a consolidated tax return filed by its U.S. parent.
The Company has a tax allocation agreement with its U.S. parent, whereby the
Company will pay its share of income taxes to its U.S. parent, computed as if
the Company filed a separate tax return, giving effect only to any net
operating loss carryforwards generated by the Company itself.
5
<PAGE> 8
Northern Steel, Inc.
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING
The Company expenses advertising as incurred, except for direct-response
advertising, which is capitalized and amortized over its expected period of
future benefits. Direct-response advertising consists of prepaid Yellow Pages
advertising, which is amortized over the lesser of 12 months or the number of
months that the book is current.
At November 5, 1997, advertising costs totaling $73,000 were reported as
prepaid expenses ($88,000 at December 31, 1996). Advertising expense for the
period ended November 5, 1997 and the year ended December 31, 1996 was $239,000
and $200,000, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year financial statements
in order to conform to the current presentation.
3. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
NOVEMBER 5, DECEMBER 31,
1997 1996
---------------------------
(in thousands)
<S> <C> <C>
Furniture, and other equipment $ 226 $ 231
Computer equipment 236 184
-----------------------
462 415
Less accumulated depreciation (293) (138)
-----------------------
$ 169 $ 277
</TABLE> =======================
6
<PAGE> 9
Northern Steel, Inc.
Notes to Financial Statements (continued)
4. LINE OF CREDIT
The Company had a $4,000,000 line of credit with U.S. Bank, expiring in August
1998, under which $1,852,000 and $1,382,000 were drawn at November 5, 1997 and
December 31, 1996, respectively. Accounts receivable and inventories were
pledged as collateral under the line of credit agreement. Interest accrued at
the lender's prime rate plus .75% (9.25% at November 5, 1997). The line of
credit contained certain restrictive covenants, including the maintenance of
certain minimum financial ratios and achievement of various reporting
requirements. Amounts payable under the line of credit were repaid subsequent
to the sales transaction on November 5, 1997 (see note 9).
5. INCOME TAXES
As of November 5, 1997 and December 31, 1996, the Company had federal net
operating loss carryforwards of approximately $1,375,000 and $437,000,
respectively, which will begin to expire in the year 2010, if not utilized.
Utilization of the net loss carryforwards may be subject to a substantial
annual limitation due to the ownership change limitations provided by the
internal revenue code of 1986. The annual limitation may result in the
expiration of the net operating loss carryforwards before utilization. While
these net operating loss carryforwards are available to reduce the taxable
income of the Company's U.S. parent, they have been accounted for as if the
company were a stand-alone entity (see note 2). Duke Seabridge inc. expects to
be able to utilize northern steel, inc.'s net operating loss carryforwards in
its consolidated tax return.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company has
recognized a valuation allowance equal to the deferred tax assets due to the
uncertainty of realizing the benefits of the assets. The Company's valuation
allowance increased $324,000 and $195,000 in 1997 and 1996, respectively.
7
<PAGE> 10
Northern Steel, Inc.
Notes to Financial Statements (continued)
5. INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax liabilities and assets are
as follows:
<TABLE>
<CAPTION>
NOVEMBER 5, DECEMBER 31,
1997 1996
-----------------------------
(In Thousands)
<S> <C> <C>
Deferred tax liabilities - tax over
book depreciation $ (1) $ (5)
Deferred tax assets:
Net operating loss carryforward 468 149
Allowance for bad debts 18 11
Allowance for inventory obsolescence 45 12
Uniform capitalization 18 18
Accrued liabilities - 39
Other 1 1
-----------------------
550 230
Valuation allowance (549) (225)
-----------------------
$ 0 $ 0
=======================
</TABLE>
6. EMPLOYEE BENEFIT PLAN
The Company has an Internal Revenue Code Section 401(K) Profit Sharing Plan
(the Plan) that is available for all employees who have completed 1,000 hours
or six months of service with the Company. Participants may contribute up to
15% of their salary into the Plan (subject to the annual IRS limitation), and
the Company will match employee contributions up to 2.75% of their salary.
Total employer costs associated with the Plan were $42,000 and $65,000 in 1997
and 1996, respectively.
8
<PAGE> 11
Northern Steel, Inc.
Notes to Financial Statements (continued)
7. LEASE OBLIGATIONS
The Company leases its office facilities under long-term operating leases.
Aggregate minimum lease payments required over the lives of the leases are as
follows (in thousands):
<TABLE>
<S> <C>
1998 $ 293
1999 202
2000 10
2001 10
2002 2
------
$ 517
======
</TABLE>
As a result of the sales transaction (see Note 9), Centrum Industries assumed
all operating lease liabilities. Rent expense was $290,000 and $319,000 for
1997 and 1996, respectively.
8. COMMITMENTS AND CONTINGENCIES
The Company entered into an administrative services agreement for $115,000 per
annum with Duke Seabridge Limited for the year ended 1997. These fees
(included in selling, general, and administrative expenses) for 1997 and 1996
were $86,000 and $117,000, respectively.
A former employee of the Company has made a claim for retirement benefits
allegedly due to him as a result of a promise for retirement benefits allegedly
made to him by the Company. The former employee seeks an amount of $295,000.
Although the ultimate outcome of the claim cannot be determined, the Company
disputes the claim and, accordingly, no provision for losses has been recorded
at November 5, 1997.
9. SALE OF ASSETS AND LIABILITIES
On October 1, 1997, Duke Seabridge inc. (the Seller) entered into an Asset
Purchase Agreement (the Agreement) for the sale of substantially all of the
assets and liabilities of the Company to Centrum Industries, Inc. (the Buyer)
through its newly created subsidiary, Northern Steel Company, with an effective
date of November 5, 1997 (the Closing Date). The sales price was $1,000,000
plus the repayment of the U.S. Bank line of credit, subject to certain
adjustments, including:
9
<PAGE> 12
Northern Steel, Inc.
Notes to Financial Statements (continued)
9. SALE OF ASSETS AND LIABILITIES (CONTINUED)
Reduced dollar for dollar for each dollar by which the closing net worth is
less than $1,601,000 (the August 31, 1997 net worth);
The U.S. Bank debt as of the Closing Date for purposes of determining the
purchase price shall not exceed $1,300,000, except for any increases
subsequent to August 31, 1997 in the U.S. Bank debt that are a direct
result of inventory purchased in the ordinary course of business or
accounts receivable resulting from sales of products or services in the
ordinary course of business;
The sales price shall be increased dollar for dollar up to a maximum of
$200,000 for each dollar by which the amount of the U.S. Bank debt as of
the Closing Date is less than $1,097,000; and
Other adjustments as determined reasonable between the Seller and Buyer.
The closing net worth of the Company as determined by the Agreement was
$1,221,000, and the final adjusted sales price as determined by the Seller and
Buyer was $2,386,000. proceeds from the sale were used to repay the line of
credit with U.S. Bank on November 5, 1997.
10
<PAGE> 1
Exhibit 7(b)
Pro forma financial statements of the Registrant on a consolidated basis, after
giving effect to the acquisition of substantially all of the assets of Northern
Steel, Inc., are filed herewith as Exhibit 7(b).
<PAGE> 2
PRO FORMA COMBINED FINANCIAL DATA
(UNAUDITED)
(DOLLARS IN THOUSANDS)
On November 5, 1997, Centrum Industries, Inc. (Centrum) acquired
substantially all of the assets of Northern Steel, Inc. (NSI) , a privately
held Seattle based supplier of material handling equipment, through a
subsidiary which will be known as Northern Steel Company (Northern). The
purchase price of $2,386 included the repayment of existing NSI debt of $1,852
and $1,000 paid to the seller, which was subsequently reduced for changes in
the closing net worth of NSI as determined by the purchase agreement. The
purchase price adjustment of $466 is due to the Company from the former owners
of NSI.
The unaudited condensed pro forma combined balance sheet as of
September 30, 1997 (The "Unaudited Condensed Pro Forma Balance Sheet") gives
pro forma effect to the acquisition of substantially all of the assets of
Northern Steel, Inc. as if it had occurred on September 30, 1997. The
acquisition of Northern Steel, Inc. will be accounted for by the purchase
method of accounting pursuant to which the purchase price is allocated among
the acquired assets and assumed liabilities in accordance with estimates of
their fair values on the date of acquisition. The pro forma adjustments
represent management s determination of purchase accounting adjustments and are
based upon available information and certain assumptions that the Company
believes to be reasonable under the circumstances. The Unaudited Condensed Pro
Forma Balance Sheet does not purport to be indicative of the financial position
of the Company had such transactions actually been completed as of the assumed
dates and for the periods presented, or which may be obtained in the future.
The unaudited pro forma combined statement of operations for the year
ended March 31, 1997 and the six months ended September 30, 1997 (the
"Unaudited Pro Forma Statement of Operations") gives pro forma effect to the
acquisition of substantially all of the assets of Northern Steel, Inc. as if it
had occurred on April 1, 1996. The Unaudited Pro Forma Statement of Operations
does not purport to be indicative of the results of operations of the Company
had such transactions actually been completed as of the assumed dates and for
the periods presented, or which may be obtained in the future.
<PAGE> 3
CENTRUM INDUSTRIES, INC.
UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET
This statement should be read in conjunction with the Northern Steel, Inc.
historical financial statements and notes thereto included in this Form 8-K,
and the Centrum historical financial statements and notes included in its
Annual report on Form 10-K for the year ended March 31, 1997 and the Form 10-Q
for the period ended September 30, 1997. All amounts are in thousands.
<TABLE>
<CAPTION>
NORTHERN
CENTRUM STEEL, INC.
AS OF AS OF PRO FORMA PRO FORMA
SEPTEMBER 30, 1997 NOVEMBER 5, 1997 ADJUSTMENTS (A) COMBINED
------------------ ---------------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents $ 1,573 $ (1,414) (b) $ 159
Accounts receivable 13,128 3,174 $ 16,302
Receivable from related
parties
Inventories 10,841 1,346 (85) (c) 12,102
Other current assets 450 166 393 (d) 1,009
Costs and estimated
earnings in excess of
billings in uncompleted
contracts 1,059 1,059
Property, plant and
equipment 16,950 169 243 (e) 17,362
Other assets 670 60 (f) 730
Intangibles 5,768 5,768
----------- ------------ ---------- ---------
$ 50,439 $ 4,855 $ (803) $ 54,491
=========== ============ ========== =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Line of Credit $ 9,952 $ 1,852 $ (216) (g) $ 11,588
Current portion of
long-term debt 2,712 2,712
Accounts payable and accrued
liabilities 13,985 1,782 634 (h) 16,401
Long-term debt 13,892 13,892
Other long-term
liabilities 367 367
----------- ------------ ---------- ---------
40,908 3,634 418 44,960
----------- ------------ ---------- ---------
Preferred stock 4 4
Common stock:
Centrum 420 420
Northern Steel, Inc. 2,500 (2,500) (i)
Additional paid-in
capital 7,993 7,993
Retained earnings
(accumulated deficit) 1,114 (1,279) 1,279 (i) 1,114
----------- ------------ ---------- ---------
9,531 1,221 (1,221) 9,531
----------- ------------ ---------- ---------
$ 50,439 $ 4,855 $ (803) $ 54,491
=========== ============ ========== =========
</TABLE>
<PAGE> 4
Note 1 - The Unaudited Condensed Pro Forma Balance Sheet has been
prepared to reflect the acquisition of substantially all of the assets and
certain liabilities of Northern Steel, Inc. (NSI). All amounts are in
thousands.
(a) Represents the adjustments for the acquisition as if it had
occurred on September 30, 1997. For the purposes of the Unaudited Condensed
Pro Forma Balance Sheet, it has been assumed that the financial condition of
Northern Steel, Inc. as of November 5, 1997 would have been comparable to that
as of September 30, 1997. The November 5, 1997 NSI balance sheet was derived
from the audited financial statements as of that date.
(b) Reflects the uses of cash as follows:
Payment to seller $ 1,000
Closing costs 354
Debt origination fees 60
-------
Total uses of cash $ 1,414
=======
Note 2 - Pro Forma adjustments for assets not purchased and/or fair
market value adjustments. The acquisition of substantially all assets of NSI
will be accounted for by the purchase method of accounting, pursuant to which
the purchase price is allocated among the acquired assets and assumed
liabilities in accordance with their estimated fair market values on the date
of acquisition. The pro forma adjustments are as follows:
(c) Reduction in the fair market value of inventory under a restructuring
plan for the Northern Steel Company operations formulated by the Company for
implementation subsequent to the acquisition.
(d) Purchase price adjustment due from seller $ 466
Fair market value adjustment
of prepaid expenses (73)
------
$ 393
======
(e) Pro forma fair market value purchase accounting
adjustment.
(f) To record debt origination fees paid.
<PAGE> 5
(g) Changes in the line of credit consist of the following:
Retirement of existing NSI bank credit facilities $ (1,852)
Proceeds from new line of credit with
Huntington National Bank
1,636
--------
Net reduction $ (216)
========
(h) Contingent liabilities recorded as part of a restructuring plan
for the Northern Steel Company operations formulated by the Company for
implementation subsequent to the acquisition.
Restructuring plan charges
Lease termination charges $ 314
Other 320
--------
$ 634
========
(i) Pro forma adjustment to eliminate NSI shareholders
equity.
<PAGE> 6
CENTRUM INDUSTRIES, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1997
This statement should be read in conjunction with the Northern Steel, Inc.
historical financial statements and notes thereto included in this Form 8-K,
and the Centrum historical financial statements and notes included in its
Annual report on Form 10-K for the year ended March 31, 1997 and the Form 10-Q
for the period ended September 30, 1997. All amounts are in thousands.
<TABLE>
<CAPTION>
NORTHERN
CENTRUM STEEL, INC. ONE YEAR
YEAR ENDED YEAR ENDED PRO FORMA PRO FORMA
MARCH 31, 1997 DECEMBER 31, 1996 (A) ADJUSTMENTS COMBINED
-------------- ----------------- ----------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 71,155 $ 20,754 $ $ 91,909
Cost of Sales 54,780 15,279 70,059
Selling, general
and administrative
expense 12,222 5,946 (98) (b) 18,070
Interest (expense) (2,750) (115) 35 (c) (2,830)
Other income (expense) 274 9 283
---------- ------------ ---------- ----------
Income (loss) before
income taxes 1,677 (577) 133 1,233
Provision (benefit) for
income taxes (773) (151) (d) (924)
---------- ------------ ---------- ----------
Net Income (loss) $ 2,450 $ (577) $ 284 $ 2,157
========== ============ ========== ==========
Basic Earnings per share $ .33 $ (577.00) $ .29
========== ============ ==========
Diluted Earnings
per share $ .30 $ (577.00) $ .27
========== ============ ==========
</TABLE>
<PAGE> 7
CENTRUM INDUSTRIES, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 1997
This statement should be read in conjunction with the Northern Steel, Inc.
historical financial statements and notes thereto included in this Form 8-K,
and the Centrum historical financial statements and notes included in its
Annual report on Form 10-K for the year ended March 31, 1997 and the Form 10-Q
for the period ended September 30, 1997. All amounts are in thousands.
<TABLE>
<CAPTION>
NORTHERN
CENTRUM STEEL, INC.
SIX MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED PRO FORMA PRO FORMA
SEPTEMBER 30, 1997 JUNE 30, 1997 (a) ADJUSTMENTS COMBINED
------------------ ------------- ----------- ----------
<S> <C> <C> <C> <C>
Net Sales $ 35,840 $ 8,688 $ $ 44,528
Cost of Sales 26,901 6,178 33,079
Selling, general
and administrative
expense 6,621 2,885 (86) (b) 9,420
Interest (expense) (1,305) (57) 18 (c) (1,344)
Other income (expense) 95 95
---------- --------- ----------- ----------
Income (loss) before
income taxes 1,108 (432) 104 780
Provision (benefit) for
income taxes 397 (112) (d) 285
---------- --------- ----------- ----------
Net Income (loss) $ 711 $ (432) $ 216 $ 495
========== ========= =========== ==========
Basic Earnings per share $ .08 $ (432.00) $ .06
========== ========= ==========
Diluted Earnings per share $ .08 $ (432.00) $ .05
========== ========= ==========
</TABLE>
<PAGE> 8
Note 3 - The Unaudited Pro Forma Statement of Operations for the one year and
six month periods have been prepared to reflect the acquisition of
substantially all of the assets and certain liabilities of Northern Steel, Inc.
(Northern) as if it had occurred on April 1, 1996. All amounts are in
thousands.
(a) For the purposes of the Unaudited Pro Forma Statement of Operations, it
has been assumed that the results of operations for Northern Steel, Inc. for
the twelve months ended December 31, 1996 would have been comparable to the
twelve months ended March 31, 1997. The Statement of Operations data was
derived from the audited Northern Steel, Inc. financial statements as of
December 31, 1996.
It was also assumed that the results of operations for Northern Steel,
Inc. for the six months ended June 30, 1997 would have been comparable to the
six months ended September 30, 1997. The Statement of Operations data was
derived from the unaudited Northern Steel, Inc. financial statements as of June
30, 1997.
(b) Pro forma adjustments necessary to selling, general and administrative
expense are as follows:
Change in depreciation expense due to the revaluation of property, plant and
equipment resulting from purchase accounting adjustments based upon
estimated fair values was an increase of $19 for the period ending
March 31, 1997 and a decrease of $29 for the period ending September 30, 1997.
Reduction in intercompany administrative fees was $117 for the period ending
March 31, 1997 and $57 for the period ending September 30, 1997.
(c) Pro forma adjustment to increase the amortization of debt
origination fees to $35 for the period ending March 31, 1997 and $18 for the
period ending September 30, 1997.
(d) Increase in income tax benefit for the effect of including Northern in
the consolidated Centrum provision at a tax rate of 34%.
