<PAGE> 1
UNITED STATES
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 December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-9607
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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 February 14, 1998
- ----------------------------- --------------------------------
Common Stock - $.05 Par Value 8,403,501
<PAGE> 2
CENTRUM INDUSTRIES, INC.
INDEX
Page
COVER 1
INDEX 2
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
Condensed Consolidated Balance Sheets
as of December 31, 1997 and March 31,1997. 3
Condensed Consolidated Statements of
Income for the three months and nine months
ended December 31, 1997 and 1996. 4
Condensed Consolidated Statements of
Cash Flows for the nine months ended
December 31, 1997 and 1996. 5
Notes to Condensed Consolidated
Financial Statements 6
ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8-K 15
SIGNATURES 16
2
<PAGE> 3
PART 1: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTRUM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
December 31 March 31,
1997 1997
----------- ---------
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 882,251 $ 2,758,219
Accounts receivable, less allowances of $139,816
and $78,161, respectively 16,270,112 11,080,819
Cost and estimated earnings in excess of billings
on uncompleted contracts 167,920 1,513,808
Inventories, net 11,940,951 9,897,925
Prepaid expense and other 827,834 517,656
----------- -----------
Total Current Assets 30,089,068 25,768,427
Property, plant and equipment, net 17,138,799 10,627,764
Other Assets 6,655,948 6,604,456
----------- -----------
Total Assets $53,883,815 $43,000,647
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Bank line of credit $12,742,641 $10,644,724
Current portion of long-term debt 2,712,060 1,607,629
Accounts payable 11,670,901 6,640,781
Accrued expense and other 4,078,471 3,747,301
----------- -----------
Total Current Liabilities 31,204,073 22,640,435
Long-term debt, less current portion 12,265,160 11,021,938
Other liabilities 585,964 595,636
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 1,412,094 402,460
----------- -----------
Total Shareholders' Equity 9,828,618 8,742,638
----------- -----------
Total Liabilities and Shareholders' Equity $53,883,815 $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 nine
months ended months ended
December 31 December 31 December 31 December 31
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $20,988,035 $17,973,545 $56,827,840 $52,406,892
Costs and expenses
Cost of sales 15,816,969 13,513,115 41,878,419 38,991,224
Depreciation 503,863 290,314 1,372,665 897,337
------------ ------------ ------------ ------------
Gross Profit 4,667,203 4,170,116 13,576,756 12,518,331
Amortization 118,992 143,687 354,438 384,463
Selling, general and
administrative expenses 4,128,553 2,888,967 10,514,079 9,080,567
------------ ------------ ------------ ------------
Operating income 419,658 1,137,462 2,708,239 3,053,301
Other income and (expenses)
Interest income 18,060 16,704 55,706 147,375
Interest expenses (735,687) (631,604) (2,041,047) (1,730,421)
Gain on sale of contractual right 744,736 744,736
Miscellaneous 27,183 36,096 85,649 90,155
------------ ------------ ------------ ------------
54,292 (578,804) (1,154,956) (1,492,891)
------------ ------------ ------------ ------------
Income before income taxes 473,950 558,658 1,553,283 1,560,410
Provision (benefit) for income taxes 147,122 (452,478) 543,650 (322,250)
------------ ------------ ------------ ------------
Net income $ 326,828 $ 1,011,136 $ 1,009,633 $ 1,882,660
============ ============ ============ ============
Basic Earnings per share $ 0.04 $ 0.13 $ 0.12 $ 0.26
------------ ------------ ------------ ------------
Weighted average number of
common shares outstanding 8,446,286 7,868,931 8,421,839 7,144,987
============ ============ ============ ============
Diluted Earnings per share $ 0.04 $ 0.13 $ 0.12 $ 0.26
------------ ------------ ------------ ------------
Weighted average number of
common and common equivalent
shares outstanding 8,666,286 8,045,950 8,653,104 7,322,895
============ ============ ============ ============
</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 nine For the nine
Months ended Months ended
December 31, December 31,
1997 1996
---- ----
<S> <C> <C>
Cash provided by (used in) operating activities $ 3,205,738 $(3,657,050)
Cash flows from investing activities:
Investment in unconsolidated subsidiary (221,479) 0
Proceeds from sale of contractual right 776,965 0
Purchase of property and equipment (693,589) (549,690)
Purchase of Taylor, net of cash acquired and common stock issued (6,839,055) 0
Purchase of Northern, net of cash acquired (2,414,964) 0
----------- -----------
Net cash used in investing activities (9,392,122) (549,690)
----------- -----------
Cash flows from financing activities:
Net proceeds (repayments) on short-term debt 532,865 2,815,811
Repayments of notes payable (1,788,049) (1,754,100)
Proceeds from Issuance of Debt related to the acquisition of Taylor 4,000,000 0
Proceeds from Issuance of Debt related to the acquisition of Northern 1,565,100 0
Proceeds from the issuance of common stock 500 2,679,867
----------- -----------
Net cash provided by (used in) financing activities 4,310,416 3,741,578
----------- -----------
Increase (decrease) in cash and cash equivalents (1,875,968) (465,162)
Cash and cash equivalents at beginning of period 2,758,219 2,100,749
----------- -----------
Cash and cash equivalents at end of period $ 882,251 $ 1,635,587
=========== ===========
</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 nine month
periods ended December 31, 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 nine month ended December 31,
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 December 31, 1997 and March 31, 1997:
<TABLE>
<CAPTION>
December 31, 1997 March 31, 1997
----------------- --------------
<S> <C> <C>
Raw Materials $ 6,826,897 $5,407,088
Work in Progress 4,490,950 3,834,537
Finished Goods 623,104 656,300
----------- -----------
Total Inventories $11,940,951 $9,897,925
=========== ===========
</TABLE>
6
<PAGE> 7
Other assets consisted of the following at December 31, 1997 and March 31, 1997:
<TABLE>
<CAPTION>
December 31, 1997 March 31, 1997
----------------- --------------
<S> <C> <C>
Deferred Income Tax Benefits $3,005,052 $2,830,901
Goodwill, less accumulated amortization of
$508,865 and $404,494, respectively 2,194,472 2,298,842
Debt Issuance Costs, less accumulated
amortization of $770,884 and $520,822, 625,226 805,630
respectively
Other Assets 831,198 669,083
---------- ----------
Total Other Assets $6,655,948 $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.
7
<PAGE> 8
Centrum acquired substantially all of the assets and certain liabilities of
Northern Steel, Inc., (NSI), on November 5, 1997, through an American Handling,
Inc. subsidiary, the subsidiary is now known as Northern Steel Company
(Northern). Northern supplies shelving, racks, conveyors, and other storage
and distribution equipment as components of material handling systems. The
purchase price of approximately $2.4 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 $1.4 million in cash.
Subsequent to the closing, a purchase price adjustment of $466,495 was
reimbursed to the Company by the seller. The purchase price adjustment was
based upon changes in the closing net worth of NSI as determined by the
purchase agreement. 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 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 have been included in the consolidated financial statements as part
of the material handling segment since the acquisition date.
The following unaudited pro forma results of operations assume the acquisition
of Taylor and Northern as 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>
Nine Months Ended
December 31
1997 1996
----------- -----------
<S> <C> <C>
Net Sales $68,365,022 $74,889,473
Net Income from continuing operations $ 572,011 $ 1,098,191
Basic Earnings per share $ .07 $ .15
Diluted Earnings per share $ .06 $ .14
</TABLE>
NOTE D: INCOME PER COMMON AND COMMON EQUIVALENT SHARE
All earnings per share amounts reflect the implementation of Statement of
Financial Accounting Standards No. 128 "Earnings per Share" (SFAS 128). SFAS 128
established new standards for computing and presenting earnings per share and
requires all prior period earnings per share data be restated to conform with
the provisions of the statements. Basic earnings per share is computed by
dividing net income available to common shareholders by the weighted average
number of shares outstanding during the period. Diluted earnings per share is
computed using the weighted average number of shares determined for the basic
computation plus the number
8
<PAGE> 9
of shares of common stock that would be issued assuming all contingently
issuable shares having a dilutive effect on earnings per share were outstanding
for the period.
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
December 31 December 31 December 31 December 31
1997 1996 1997 1996
------------- ----------- ----------- ------------
Numerator:
<S> <C> <C> <C> <C>
Net Income (Basic
and Diluted) $ 326,828 $1,011,136 $1,009,633 $1,882,660
========== ========== ========== ==========
Denominator:
Weighted average 8,446,286 7,868,931 8,421,839 7,144,987
common shares
outstanding (Basic)
Dilutive common 220,000 177,019 231,265 177,908
stock equivalents
Weighted average
common shares and
outstanding and common
stock equivalents
---------- ---------- ---------- ----------
(Diluted) 8,666,286 8,045,950 8,653,104 7,322,895
========== ========== ========== ==========
Basic Earnings
per share $ 0.04 $ 0.13 $ 0.12 $ 0.26
========== ========== ========== ==========
Diluted Earnings
per share $ 0.04 $ 0.13 $ 0.12 $ 0.26
========== ========== ========== ==========
</TABLE>
9
<PAGE> 10
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 systems
segment involves the design, manufacture, supply, 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 nine month periods ended December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
December 31, 1997 December 31, 1996
Dollars Percent Dollars Percent
------- ------- ------- -------
Sales
<S> <C> <C> <C> <C>
Metal forming $12,476,421 59.45% $11,671,959 64.94%
Material handling 7,135,634 34.00% 3,888,480 21.63%
Motor production 1,374,948 6.55% 2,405,863 13.39%
Corporate 1,032 0.00% 7,243 0.04%
----------- ------ ----------- ------
Total sales $20,988,035 100.00% $17,973,545 100.00%
=========== ====== =========== ======
Operating income (loss)
Metal forming $ 776,858 185.12% $ 993,958 87.38%
Material handling (101,750) -24.25% 135,097 11.88%
Motor production 106,918 25.48% 270,988 23.82%
Corporate (362,368) (86.35%) (262,581) (23.08%)
----------- ------- ----------- ------
Total operating income $ 419,658 100.00% $ 1,137,462 100.00%
=========== ====== =========== ======
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
December 31, 1997 December 31, 1996
Dollars Percent Dollars Percent
------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales
Metal forming $37,787,874 66.50% $34,329,752 65.51%
Material handling 14,817,001 26.07% 11,789,685 22.50%
Motor production 4,219,617 7.43% 6,280,212 11.98%
Corporate 3,348 0.01% 7,243 0.01%
----------- ------ ----------- ------
Total sales $56,827,840 100.00% $52,406.892 100.00%
=========== ====== =========== ======
Operating income (loss)
Metal forming $ 3,238,752 119.59% $ 3,044,048 99.70%
Material handling 124,133 4.58 221,918 7.27%
Motor production 296,158 10.94% 504,353 16.52%
Corporate (950,804) (35.11%) (717,018) (23.48%)
----------- ------ ----------- ------
Total operating income $ 2,708,239 100.00% $ 3,053,301 100.00%
income =========== ====== =========== ======
</TABLE>
Consolidated revenues have increased over the comparable prior year periods
(16.8% for the quarter and 8.4% year-to-date) primarily as a result of the
inclusion of Taylor and Northern in the operating results. The inclusion of
Taylor and Northern has also resulted in an increase in depreciation expense
over the comparable prior year periods. Gross Profit changed from 23.2% in the
prior year quarter to 22.2% in the current quarter, primarily as a result of
reduced margins in the material handling segment. Margins in the material
handling segment have been impacted by a $6 million order, which is projected to
under perform through the remainder of the project term. The project is expected
to be completed in the current fiscal year. Operating income decreased to 2.0%
of sales in the current quarter as opposed to 6.3% in the prior year quarter and
4.8% versus 5.8% in the comparable year-to-date results. This reduction in
operating income has been caused primarily by the inclusion of Taylor and
Northern in the current period operating results, combined with underperformance
in gross margins at the material handling segment and lower revenues at the
motor production segment. Other income for the quarter was strengthened by a
$744,736 gain at the material handling segment. The gain was created by the
relinquishment of a contractual right to purchase the building leased by AHI,
upon the sale of the property to a third party. The realization of similar
gains as a component of other income is not expected to be a continuing trend
in future quarters.
The effective tax rate utilized for the current year-to-date provision is 35%,
as compared to a net tax benefit rate of 21% in the comparable 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 $326,828 and $1,009,633
respectively, as compared to $1,011,136 and $1,882,660 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
$648,008 for the prior year quarter and $868,394 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 would
have been $363,128 for the prior year quarter and $1,014,266 for the prior
year-to-date results.
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<PAGE> 12
Management believes that both the short-term and long-term fundamentals of each
of the Company's business segments remain sound. The Company has completed two
strategic acquisitions (Taylor and Northern) during the current fiscal year,
both of which will enhance the long term prospects of the metal forming and
material handling segments. Management feels that the integration of these
companies into the operating segments will continue into the beginning of the
next fiscal year. The current trend in revenue and operating income is expected
to improve during the fourth quarter as management continues to integrate the
newly acquired companies into existing operations and the metal forming segment
revenue stream realizes the benefit of stronger backlogs.
METAL FORMING OPERATIONS
Sales for the Metal Forming Operations increased over the prior year by 6.9% in
the current quarter and 10.1% in the year-to-date period as a result of the
inclusion of Taylor in the results of operations. Year-to-date gross margin is
24.9% for both the current and prior year. Operating income in the current
quarter decreased to 6.2% as compared to 8.5% in the prior year. This includes
an operating loss for Taylor of $74,901 in the current quarter. Excluding the
Taylor results, operating income would have been 8.3% of sales in the current
quarter.
Pretax income for the segment fell to 2% of sales versus 5.3% in the prior year
quarter and 4.8% as compared to 6.1% in the comparable year to date results.
Pretax income was 5.1% for the quarter and 6.3% for the year excluding the
Taylor results of operations. Taylor is expected to continue to have a similar
effect on pretax income during the fourth quarter as the Company completes the
integration of Taylor into its rolled ring operations. Future results are
expected to improve at Taylor as the Company completes its plan to reduce fixed
costs and enhance marketing efforts at the newly acquired business. Backlogs
continue to improve at the metal forming segment, rising over 40% from $12
million at the beginning of the fiscal year, to over $17 million entering the
fourth quarter. Management expects the fourth quarter revenue stream to begin to
benefit from the improved backlogs.
MATERIAL HANDLING SYSTEMS
Sales increased at the material handling segment during the current quarter and
year-to-date results primarily as a result of the inclusion of Northern.
However, gross margin decreased at this segment to 20.7% from 23.7% in the prior
year quarter, and 21.8% from 22.5% in the year-to-date comparison. Excluding the
results of Northern, gross margin in the current quarter and year-to-date
results would have been 18.1% and 20.8% respectively. The primary reason for the
reduction in gross margin is the underperformance of a $6 million installation
project at American Handling, Inc. (AHI). The project represents an entry for
the company into a new market and will continue to impact margins until its
completion during the fourth quarter. Margins on the remainder of AHI products
remain at traditional levels and management anticipates that future orders will
perform at margin levels consistent with prior year results. Selling, general
and administrative expense as a percentage of sales increased to 21.6% in the
current quarter as compared to 19.3% in the prior year, primarily as a result of
the inclusion of Northern. Operating income for the segment decreased to a loss
of $101,750 for the quarter as opposed to income of $135,097 in the prior year
quarter. These results have been impacted by the margin performance at AHI and a
$39,225 operating loss at Northern since the acquisition date.
12
<PAGE> 13
The Material Handling Segment recognized a one-time pretax gain of $744,736
during the current quarter as a result of the relinquishment of a contractual
right to purchase the office and warehouse building leased by AHI. In December
1997, the building was sold by the landlord to a third party and a cash payment
was received. This pretax gain was recorded as other income in the consolidated
financial statements. A one year lease has been obtained from the buyer allowing
AHI adequate time to relocate.
Operating margins are expected to improve during the fourth quarter as
the Company completes the integration of Northern into the segment. Management
believes that gross margins at AHI will improve to traditional levels in the
upcoming fiscal year. In addition, during fiscal 1999 the integration of
Northern will be completed causing a reduction in total fixed costs and a
corresponding improvement in operating income.
MOTOR PRODUCTION SYSTEMS
Sales decreased at the motor production system segment by 42.9% for the quarter
and 32.8% 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 25.1% for the quarter and 21.8%
in the year-to-date results as compared to 21.7% and 20.7% 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 7.8%
from 11.3% in the prior year. Year-to-date operating income is reduced to 4.4%
as compared to 6.8% for the prior year because of the reduction in volume at the
segment. Although backlogs remain stable, management expects that the current
trend in operating margins and pretax income will continue during the fourth
quarter.
CORPORATE OFFICE
Corporate administrative expenses increased primarily due to increased
professional fees and additional administrative expenses associated with the
overall growth of the business.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for the nine months ended December 31,
1997 totaled $3.2 million, as opposed to cash used by operations of $3.6 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 the Taylor and Northern acquisitions. Net
income adjusted for taxes, depreciation, and amortization provided $2.6 million
in cash as compared to $2.3 million in the prior year.
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
13
<PAGE> 14
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
operates as Northern Steel Company. The purchase price of approximately $2.4
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 $1.4 million in cash. Subsequent to closing, a purchase price
adjustment of $466,495 was reimbursed to the company by the seller. 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.
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 from sales of the Company's securities.
The Company does not anticipate that expenditures to ensure that its
computerized systems are year 2000 compliant will have a material impact on
financial position or the results of operation.
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "projects,"
"management believes,' and similar words or phrases. Such statements are subject
to certain risks, uncertainties or assumptions, and are based on management's
current expectations. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected.
14
<PAGE> 15
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(B): Reports on Form 8-K
-------------------
On November 20, 1997 the Company filed a Form 8-K for the purpose of reporting
the acquisition of substantially all the assets of Northern Steel, Inc.
15
<PAGE> 16
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 February 14, 1998 By: /s/ Timothy M. Hunter
----------------- ---------------------
Timothy M. Hunter
Chief Financial Officer
16
<PAGE> 17
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
EX 27 Financial Data Schedule
17
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1997
<CASH> 882,251
<SECURITIES> 0
<RECEIVABLES> 16,270,112
<ALLOWANCES> 167,920
<INVENTORY> 11,940,951
<CURRENT-ASSETS> 30,089,068
<PP&E> 20,170,196
<DEPRECIATION> 3,031,397
<TOTAL-ASSETS> 53,883,815
<CURRENT-LIABILITIES> 31,204,073
<BONDS> 0
0
3,500
<COMMON> 420,175
<OTHER-SE> 9,404,943
<TOTAL-LIABILITY-AND-EQUITY> 53,833,815
<SALES> 56,827,840
<TOTAL-REVENUES> 57,713,931
<CGS> 43,251,084
<TOTAL-COSTS> 54,119,601
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,041,047
<INCOME-PRETAX> 1,553,283
<INCOME-TAX> 543,650
<INCOME-CONTINUING> 1,009,663
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,009,663
<EPS-PRIMARY> .012
<EPS-DILUTED> .012
</TABLE>
