<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, 1998
-----------------
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)
441 East Main Street, Corry, PA 16407
------------------------------- -----
(Address of principal executive offices) (Zip code)
(814) 665-5042
--------------
(Registrant's telephone number, including area code)
6135 Trust Drive, Holland, OH 43528
-----------------------------------
(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 January 31, 1999
----- -------------------------------
Common Stock - $.05 Par Value 8,486,001
1
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CENTRUM INDUSTRIES, INC.
INDEX
Page
COVER 1
INDEX 2
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
Condensed Consolidated Balance Sheet
as of December 31, 1998 and March 31,1998. 3
Condensed Consolidated Statement of
Income for the three month and nine month
periods ended December 31, 1998 and 1997. 4
Condensed Consolidated Statement of
Cash Flows for the nine month periods
ended December 31, 1998 and 1997. 5
Notes to Condensed Consolidated
Financial Statements 6
ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings 14
ITEM 4: Submission of Matters to a Vote of Security Holders 14
ITEM 6: Exhibits and Reports on Form 8-K 15
SIGNATURES 16
2
<PAGE> 3
CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BAlANCE SHEET (UNAUDITED)
- --------------------------------------------------------------------------------
in thousands, except for share data
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1998
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ -- $ 1,298
Accounts receivable, less allowance for doubtful
accounts of $82 and $88, respectively 15,158 14,815
Cost and estimated earnings in excess of
billings on uncompleted contracts 397 26
Inventories, net 12,560 13,211
Prepaid expenses and other 1,190 1,044
------- -------
Total current assets 29,305 30,394
Property, plant and equipment, net 18,535 17,204
Other assets 5,505 5,573
------- -------
Total assets $53,345 $53,171
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank lines of credit $14,160 $13,345
Current portion of long-term debt 3,034 3,239
Accounts payable 12,016 11,279
Accrued expenses and other 3,364 3,426
------- -------
Total current liabilities 32,574 31,289
------- -------
Long-term debt, less current portion 11,098 11,180
------- -------
Other liabilities 164 577
------- -------
Commitments and contingent liabilities -- --
------- -------
Shareholders' equity:
Preferred stock - $.05 par value, 1,000,000 shares authorized, 70,000
issued and outstanding (liquidation
preference of $10 per share) 4 4
Common stock - $.05 par value, 15,000,000 shares
authorized, 8,406,001 issued and
outstanding at December 31, and March 31, 1998 420 420
Additional paid-in capital 8,028 7,993
Retained earnings 1,057 1,708
------- -------
Total shareholders' equity 9,509 10,125
------- -------
Total liabilities and shareholders' equity $53,345 $53,171
======= =======
</TABLE>
3
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
- --------------------------------------------------------------------------------
IN THOUSANDS, EXCEPT FOR SHARE DATA
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net Sales $ 18,841 $ 20,988 $ 59,451 $ 56,828
Cost and expenses:
Cost of goods sold 14,743 15,824 44,291 41,856
Depreciation 498 504 1,376 1,373
----------- ----------- ----------- -----------
Gross margin 3,600 4,660 13,784 13,599
Selling, general and administrative expenses 3,858 4,132 12,501 10,523
Amortization 35 35 106 105
----------- ----------- ----------- -----------
Operating income (loss) (293) 493 1,177 2,971
----------- ----------- ----------- -----------
Other (income) expense:
Interest expense 744 818 2,328 2,284
Gain on sale of option -- (745) -- (745)
Other (8) (25) (67) (121)
----------- ----------- ----------- -----------
Total other (income) expense, net 736 48 2,261 1,418
Income (loss) before income taxes (1,029) 445 (1,084) 1,553
Provision for income taxes (411) 147 (433) 544
----------- ----------- ----------- -----------
Net income (loss) $ (618) $ 298 $ (651) $ 1,009
=========== =========== =========== ===========
Basic income (loss) per common share: $ (0.07) $ 0.04 $ (0.08) $ 0.12
=========== =========== =========== ===========
Diluted income (loss) per common share: $ (0.07) $ 0.03 $ (0.07) $ 0.11
=========== =========== =========== ===========
Weighted average number of basic common shares 8,406,001 8,446,286 8,404,901 8,421,839
=========== =========== =========== ===========
Weighted average number of diluted common shares 8,651,720 9,031,414 8,810,269 9,212,209
=========== =========== =========== ===========
</TABLE>
4
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------
IN THOUSANDS
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
DECEMBER 31,
1998 1997
<S> <C> <C>
Net cash provided by operating activities: $ 1,382 $ 3,206
Cash flows from investing activities:
Purchase of Taylor, net of cash acquired -- (6,839)
Purchase of Northern, net of cash acquired -- (2,415)
Purchase of property and equipment (2,644) (694)
Proceeds from sale of contractual right -- 777
Other (579) (221)
------- -------
Net cash used for investing activities (3,223) (9,392)
------- -------
Cash flows from financing activities:
Proceeds from issuance of acquisition debt -- 8,029
Proceeds from issuance of debt 6,165
Net change in bank lines of credit 815 (1,602)
Repayments on long term debt (6,453) (2,118)
Proceeds from the issuance of common stock
and warrants -- 1
------- -------
Net cash provided by financing activities 527 4,310
------- -------
Decrease in cash and cash equivalents (1,314) (1,876)
Cash and cash equivalents at beginning of period 1,314 2,758
------- -------
Cash and cash equivalents at end of period $ -- $ 882
======= =======
</TABLE>
5
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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, 1998 and 1997. 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 fiscal year ended March 31, 1998.
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 consolidated 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 fiscal
year ended March 31, 1998.
The results of operations for the three month and nine month periods ended
December 31, 1998, 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 previous year's 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 (in 000's)
Inventories consist of the following:
<TABLE>
<CAPTION>
December 31, 1998 March 31, 1998
<S> <C> <C>
Raw Materials $ 6,219 $ 6,813
Work in Progress 5,668 5,737
Finished Goods 673 661
------- -------
Total Inventories $12,560 $13,211
======= =======
Other assets consist of the following:
<CAPTION>
December 31, 1998 March 31, 1998
<S> <C> <C>
Deferred Income Tax Benefits $ 1,762 $ 2,017
Goodwill, less accumulated amortization of
$792 and $686, respectively 2,053 2,158
Debt Issuance Costs and Intangibles, less
accumulated amortization of $1,258 and 1,335 953
$846, respectively
Other Assets 355 445
------- -------
Total Other Assets $ 5,505 $ 5,573
======= =======
</TABLE>
6
<PAGE> 7
NOTE C: INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income used in the basic and diluted earnings per share calculations is the
same for the three and nine month periods ended December 31,1998 and 1997.
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share", is effective for periods ending after December 15, 1997. Accordingly,
basic and diluted income per share have been computed in accordance with this
statement. Following is a reconciliation of weighted average common shares
outstanding for purposes of calculating basic and diluted net income per share.
<TABLE>
<CAPTION>
Three and Nine Months ended December 31, 1998
---------------------------------------------
Three Months Nine Months
------------ -----------
( in 000 's ) 1998 1997 1998 1997
<S> <C> <C> <C> <C>
Weighted average common share outstanding - Basic 8,406 8,446 8,405 8,422
Plus: Incremental shares from
assumed conversion of -
Stock Options 206 340 344 545
Warrants 40 245 61 245
----- ----- ----- -----
Total potentially dilutive securities 246 585 405 790
----- ----- ----- -----
Adjusted average common shares outstanding - Diluted 8,652 9,031 8,810 9,212
----- ----- ----- -----
</TABLE>
7
<PAGE> 8
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Summarized unaudited results of operations by business segment for the three and
nine month periods ended December 31, 1998 and 1997.
<TABLE>
<CAPTION>
For the Quarter Ended % change For the Nine Months Ended % change
RESULTS OF OPERATIONS December 31, December 31,
------------ ------------
(in 000's) 1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET SALES:
Metal Forming $ 11,553 $ 12,476 -7.4% $ 37,918 $ 37,788 0.3%
Material Handling 6,569 7,136 -7.9% 19,012 14,817 28.3%
Motor Production 719 1,375 -47.7% 2,520 4,220 -40.3%
Corporate - 1 -100.0% 1 3 -66.7%
-------- -------- -------- --------
$ 18,841 $ 20,988 -10.2% $ 59,451 $ 56,828 4.6%
- ---------------------------------------------------------------------------------------------------------------------------
GROSS MARGIN:
Metal Forming $ 2,167 $ 2,848 -23.9% $ 9,060 $ 9,420 -3.8%
Material Handling 1,309 1,497 -12.6% 4,228 3,259 29.7%
Motor Production 125 316 -60.4% 500 922 -45.8%
Corporate (1) (1) 0.0% (4) (2) 100.0%
-------- -------- -------- --------
$ 3,600 $ 4,660 -22.8% $ 13,784 $ 13,599 1.4%
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME (LOSS):
Metal Forming $ 409 $ 839 -51.3% $ 3,014 $ 3,423 -12.0%
Material Handling (433) (82) 428.0% (947) 144 -757.6%
Motor Production (16) 79 -120.3% (50) 296 -116.9%
Corporate (253) (343) -26.2% (840) (892) -5.8%
-------- -------- -------- --------
$ (293) $ 493 -159.4% $ 1,177 $ 2,971 -60.4%
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INDUSTRY SEGMENTS
The percentage contributions of each industry segment to net sales and gross
operating income:
For the Quarter Ended For the Nine Months Ended
December 31, December 31,
------------ ------------
1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES:
Metal Forming 61.3% 59.4% 63.8% 66.5%
Material Handling 34.9% 34.0% 32.0% 26.1%
Motor Production 3.8% 6.6% 4.2% 7.4%
-------- -------- -------- --------
100.0% 100.0% 100.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------------------
Metal Forming -1022.5% 100.3% 149.4% 88.6%
Material Handling 1082.5% -9.8% -46.9% 3.7%
Motor Production 40.0% 9.5% -2.5% 7.7%
-------- -------- -------- --------
100.0% 100.0% 100.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Gross operating income for the segments was computed without corporate
expenses.
8
<PAGE> 9
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 and seamless rolled rings for power generation, compressor, bearing,
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 manufactures armature winding
machines and complete production systems for the manufacturing of fractional
horsepower motors.
Consolidated revenues decreased during the quarter by $2.1 million or 10.2% as a
result of a weakness in every operating segment. In the year-to-date results,
sales increased by $2.6 million or 4.6% as a result of the inclusion of Northern
Steel, Inc. (Northern) in a full year of operations. Excluding acquisitions,
revenues decreased by $7.9 million or 14.7% as a result of the weakness in each
operating segment. Gross margins fell during the quarter as a result of lower
margin performance at both the Metal Forming and Material Handling Segments.
However, margins were comparable in the year-to-date results. Selling, general
and administrative expenses (SG&A) increased as a percentage of sales in the
quarter and year-to-date as a result of the inclusion of Northern in a full year
of results and overall revenue weakness in the Material Handling Segment.
The Company incurred an operating loss of $293,000 or 1.6% of sales as compared
to operating income of $493,000 or 2.3% of sales in the prior year quarter and
operating income of $1.2 million or 2.0% versus $3 million or 5.2% in the
comparable year-to-date results. The primary cause of this reduction was the
revenue weakness discussed above. The effective tax rate utilized for the
current year-to-date tax provision is 40%, as compared to a tax rate of 35% in
the comparable prior year periods.
Management believes that the fourth quarter operating results will realize the
benefit of increasing backlogs in all segments. Metal Forming backlogs are
realizing the benefit of increased order activity from power generation
customers and the Material Handling backlogs have increased due to improved
market penetration.
METAL FORMING OPERATIONS
Sales in the Metal Forming Operations Segment decreased in the current quarter
by $923,000 or 7.4%. The current year-to-date sales are comparable to the prior
year, however, excluding the sales for MRR-Memphis, (formerly known as Taylor
Forge Company), for the first quarter, year-to-date revenues decreased by $1.5
million or 4.2%. The current period and year-to-date decreased sales are the
result of the continued impact of the global economic crisis on demand in the
manufacturing sector. The compressor, bearing, aerospace, mining, and oil and
gas markets continue to be affected by sluggish order placement from domestic
Original Equipment Manufacturer's (OEM's). Gross Margins during the quarter fell
to 18.8% as opposed to 22.8% in the comparable prior year quarter. Margins have
been affected by the reduction in revenues coupled with a shift in product mix
at the segment. This trend is expected to improve during the fourth quarter as
demand begins to return to the manufacturing sector. Aggregate margin levels are
consistent in the year-to-date results.
9
<PAGE> 10
Operating income for the quarter and year-to-date results is down by
approximately $400,000 as a result of the items discussed above. Interest
expense was reduced by approximately $121,000 during the quarter primarily as a
result of the refinancing of certain debt as discussed in the Form 10-Q filed
for the quarter ended June 30, 1998.
Management expects that stronger demand will return to the capital goods markets
as a result of strength in the domestic economy. For example, the segment is
experiencing a significant resurgence in orders for power generation equipment
primarily fueled by utilities located throughout North America. Current backlogs
for the segment have realized the benefit of this increased order activity
rising to $21.2 million or a 22.5% increase over the $17.3 million backlog
reported in the Form 10-K filed for the year ended March 31, 1998. These
increased backlogs will benefit the revenue stream in future quarters.
Management has continued to strive to increase market penetration and reduce
operating costs in order to improve operating performance at this segment.
MATERIAL HANDLING SYSTEMS
Net sales declined during the third quarter by $567,000 or 7.9% as business
conditions and reduced opportunities in the automotive after market continued to
impact this segment. Excluding the results of Northern, sales declined by $1.6
million or 35.4% as compared to the comparable prior year quarter. As a result
of this, management has continued its focus on penetrating other sectors of the
material handling market. The segment has recently received orders from such new
market sectors as construction, industrial supplies, medical/hygiene products
and printing. Orders from these new sectors totaled approximately $6.5 million
during the quarter and account for approximately 60% of current backlogs. Due to
the timing of booking and delivery cycles, the majority of these orders are
expected to begin to impact the revenue stream during the fourth quarter of
fiscal 1999. Selling, general and administrative expense increased to 30.2% of
sales in the current quarter, excluding Northern results, as compared to 18.2%
in the prior year. This is primarily due to significantly lower sales volume in
the midst of maintaining the SG&A infrastructure necessary to support
penetration into new sectors of the material handling market. Operating income
for the segment decreased to a loss of approximately $433,000 for the quarter as
opposed to a loss of $82,000 in the prior year and a loss of $947,000 versus
income of $144,000 in the comparable year-to-date results as a result of the
significant reduction in sales volume discussed above.
The Material Handling segment revenues and operating profits are expected to
begin to improve during the fourth quarter of fiscal 1999 as the revenue stream
realizes the benefit of orders received from new market sectors. Current
backlogs for the segment are $10.5 million which is an increase of 140% from the
May 31, 1998 balance of $4.4 million.
MOTOR PRODUCTION SYSTEMS
Revenues decreased at the Motor Production Systems segment by 47.7% or $656,000
for the current quarter and 40.3% or $1.7 million for the nine month period as
compared to the prior year periods. The market for new production lines that
manufacture fractional horsepower motors has been very slow. This condition has
been mainly the result of capacity saturation at
10
<PAGE> 11
the OEM's. As a result of these conditions, OEM's have been reluctant to idle
existing production lines for rebuilds and replacements. The reduced revenues at
the segment resulted in approximately break even operating income for the
quarter and an operating loss of $50,000 in the year-to-date results as compared
to operating income of $79,000 and $296,000 in the comparable prior year
periods. Management anticipates that the market conditions discussed above will
improve during the remainder of the fiscal year as "pent-up" demand has begun to
produce new order activity. As a result of this, backlogs have increased to $1.6
million or 74% from $920,000 at the beginning of the fiscal year. The Company
will continue its efforts to reduce costs in future quarters in order to improve
operating performance at this segment.
CORPORATE
As part of management's ongoing emphasis on cost savings the Company's
headquarters were relocated to the offices of its Metal Forming subsidiary
McInnes Steel located in Corry, PA, in February 1999. It is estimated that this
relocation and other overhead cost savings will save the Company $250,000
annually.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for the nine month period ended December
31, 1998 totaled $1.4 million as opposed to cash provided by operating
activities in the comparable prior year period of $3.2 million. The decrease in
cash flow from operations is directly attributable to the reduction in operating
income during the nine month period ended December 31, 1998 and has caused the
extension of trade accounts payable beyond customary business practices.
However, cash flows from operating activities during the fourth quarter are
expected to be sufficient to fund operations, including scheduled monthly debt
repayments and planned capital expenditures.
The primary sources of funds available to the Company for future operations,
planned capital expenditures and debt repayments include available cash,
operating income and funds available under the line of credit agreement. The
current line of credit agreement places certain restrictions on the Company's
ability to transfer cash between subsidiaries and management now considers this
restriction to be a significant limitation to funding operations at the holding
company level. In addition, the majority of the funds under this current line of
credit agreement mature in February of 1999. The sources of funds discussed
above will not be sufficient to satisfy this maturity. However, the Company is
currently in possession of a signed commitment from a senior lender which will
satisfy the debt maturity discussed above, and make the necessary changes to
satisfy liquidity at the holding company, and bring trade accounts payable back
in line with customary payment practices. Management intends to close this new
facility on or before the maturity date of the existing line of credit. Although
the commitment letter represents the intent of management and the new senior
lender to close the new facility prior to the maturation of the existing
facility, no assurances can be given that this will in fact occur. Management
believes that, with the exception discussed above, sufficient funds for
operations and debt repayments can be raised through cash flows generated by the
operating subsidiaries and funds available under the line of credit agreement.
11
<PAGE> 12
YEAR 2000 (Y2K) DATE CONVERSION ISSUES
The Y2K issue was caused by many computers and software systems using an
abbreviated two-digit date field to designate a year. As a result, computerized
systems may not properly process transactions using a year 2000 or later date.
The Company is aware of the Y2K computer issue, and has initiated an evaluation
of its critical Information Technology (IT) computer hardware and software
systems and non-IT systems, such as business, operating, and plant floor
systems. The Company's objective is for each segment to assess the Y2K issues,
both internally and externally. Remediation of Y2K noncompliance consists of
replacing, upgrading, repairing, modifying or retiring IT and non-IT systems or
specific system components. The Metal Forming Operations Segment has assessed
the Y2K issue as part of the ongoing implementation of their normal upgrading of
hardware and software. At the Material Handling Systems Segment, American
Handling is integrating their operations with Northern, whose software is Y2K
capable. The Motor Production Systems Segment is still in the process of its
assessment. The Company presently believes that based on information available
to date, with modifications to existing software and conversions to new
software, the Y2K problem will not pose significant operational problems for the
Company's computer systems as so modified and converted. However, if such
modifications and conversions are not completed timely, the Y2K problem may have
a material impact on the operations of the Company.
The process of contingency planning has begun during the remediation of the
internal IT and non-IT systems. Management expects that post remediation testing
will be completed by the end of 1999 and contingency plans formalized at that
time.
Each segment has undertaken assessing the Y2K readiness of key suppliers and
customers. However, the Company is unable to definitively determine that all key
suppliers and customers will be Y2K compliant. Alternative suppliers are being
identified for key vendors as part of the contingency planning for external Y2K
noncompliance. In addition, there can be no assurance that the systems of other
companies on which the Company relies will be corrected as planned or that such
failure to correct this issue by another company would not have an adverse
effect on the Company.
Costs to address the Y2K issue have not been individually tracked or budgeted as
separate projects by the segments. The Y2K costs, which have been incurred, have
been recorded as part of the normal operating costs. The total cost for the
Company to achieve Y2K compliance is currently estimated at $200,000,
approximately one half of this amount has already been incurred. In addition,
while many costs have been anticipated, the ultimate costs of the Y2K issue are
unknown.
Management believes the risk of unresolved Y2K problems or unanticipated
remediation costs in the year 2000 or later having a material adverse impact on
the Company's results of operations, liquidity or financial position to be low.
However, the Company will continue to assess the risk associated with both
internal and external factors and the possible impact of various scenarios
involving Y2K problems. The mostly likely worst case scenario involves
production disruption due to the inability of a supplier to provide critical
elements. The Company is unable to quantify the impact of such a scenario, but
management believes such an occurrence would be temporary in nature.
12
<PAGE> 13
The foregoing disclosure is based on the Company's current expectations,
estimates and projections, which could ultimately change.
CONVERSION OF EUROPEAN CURRENCY
The Company does not anticipate any adverse affect from the conversion of
certain European countries to a single currency, known as the Euro, because it
receives minimal revenues from such European countries.
FORWARD LOOKING INFORMATION
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.
13
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company is involved in litigation arising out of the normal course of
business activities. None of these legal proceedings including the matters
discussed in the Company's Annual Report on Form 10K for the fiscal year ended
March 31, 1998 are expected to have a material adverse effect on the Company.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of shareholders held on November 12, 1998, the following
proposals were voted upon by the shareholders:
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 5,414,983 167,684 820
William C. Davis 5,466,247 91,925 29,905
Robert J. Fulton 5,296,617 441,312 820
David L. Hart 5,243,689 467,806 27,254
Richard C. Klaffky 5,388,253 68,479 26,254
Mervyn H. Manning 5,479,808 40,925 26,254
David R. Schroder 5,414,808 41,925 26,254
Thomas E. Seiple 5,259,189 461,816 26,254
</TABLE>
2. The amendment to the Company's Certificate of Incorporation to create a
classified Board of Directors. This "Staggered Term Proposal" would have divided
the Company`s Board of Directors into three approximately equal classes with
staggered terms.
For 3,547,468 Against 960,743 Abstain 2,820
This proposed amendment failed. To pass an affirmative majority vote of
the holders of the shares of the common stock outstanding was needed.
3. The amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of common stock from 15,000,000 to 45,000,000.
For 5,359,151 Against 222,346 Abstain 7,890
This proposed amendment passed. Passage required an affirmative
majority vote of the holders of the shares of common stock outstanding.
14
<PAGE> 15
4. The adoption of Centrum Industries, Inc. Performance Award Plan. The
Performance Award Plan would provide for the granting and, to the extent earned,
the payment of performance awards to officers and other selected management
employees who contribute to the annual and long-term success of Centrum
Industries, Inc. or one or more of its subsidiaries.
For 3,718,931 Against 776,908 Abstain 33,904
This proposed amendment passed. Passage required an affirmative majority
vote of the holders of the shares of common stock outstanding represented
in person or by proxy at the annual meeting.
5. The adoption of Centrum Industries, Inc. Employees' Stock Option Plan. The
Employees' Stock Option Plan would provide eligible employees of the Company, in
recognition of their contributions to the Company's performance, the opportunity
to become owners of Centrum common stock.
For 3,760,459 Against 776,565 Abstain 12,839
This proposed amendment passed. Passage required an affirmative majority
vote of the holders of the shares of common stock outstanding represented
in person or by proxy at the annual meeting.
6. The adoption of Stock and Option Plan for Directors of Centrum Industries,
Inc. The Directors' Stock and Option Plan would provide outside Directors of
Centrum the opportunity to become owners of Centrum common stock.
For 3,438,852 Against 909,416 Abstain 31,747
This proposed amendment passed. Passage required an affirmative majority
vote of the holders of the shares of common stock outstanding represented
in person or by proxy at the annual meeting.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(B): Reports on Form 8-K
None
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 15, 1999 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
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 15,158
<ALLOWANCES> 82
<INVENTORY> 12,560
<CURRENT-ASSETS> 29,305
<PP&E> 23,237
<DEPRECIATION> 4,702
<TOTAL-ASSETS> 53,345
<CURRENT-LIABILITIES> 32,572
<BONDS> 0
0
4
<COMMON> 420
<OTHER-SE> 9,085
<TOTAL-LIABILITY-AND-EQUITY> 53,345
<SALES> 59,451
<TOTAL-REVENUES> 59,518
<CGS> 45,667
<TOTAL-COSTS> 58,274
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,328
<INCOME-PRETAX> (1,084)
<INCOME-TAX> (433)
<INCOME-CONTINUING> (651)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (651)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.07)
</TABLE>
