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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 June 30, 2000
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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
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
441 East Main Street, Corry, PA 16407
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(Address of principal executive offices) (Zip code)
(814) 665-5042
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(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 August 8, 2000
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Common Stock - $.05 Par Value 8,486,001
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CENTRUM INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
COVER 1
INDEX 2
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
Condensed Consolidated Balance Sheet
as of June 30, 2000 and March 31,2000. 3
Condensed Consolidated Statement of
Operations for the three months
ended June 30, 2000 and 1999. 4
Condensed Consolidated Statement of
Cash Flows for the three months
ended June 30, 2000 and 1999. 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 13
ITEM 4: Submission of Matters to a Vote of Security Holders 13
ITEM 6: Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
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in thousands, except for share data
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ -- $ 7
Accounts receivable, less allowance for doubtful
accounts of $163 and $60, respectively 8,340 8,219
Inventories, net 9,868 9,147
Net assets held for sale 83 1,371
Prepaid expenses and other 128 180
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Total current assets 18,419 18,924
Property, plant and equipment, net 16,385 16,685
Other assets 864 848
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Total assets $ 35,668 $ 36,457
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank lines of credit $ 9,675 $ 11,114
Current portion of long-term debt 15,125 15,553
Accounts payable 10,471 8,975
Accrued expenses and other 3,248 2,894
Liability for disposal of segment 3,755 3,967
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Total current liabilities 42,274 42,503
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Long-term debt, less current portion 1,196 1,660
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Other liabilities 182 441
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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, 45,000,000 shares
authorized, 8,406,001 issued and
outstanding at December 31, and March 31, 1999 424 424
Additional paid-in capital 8,104 8,104
Retained earnings ( deficit ) (16,516) (16,679)
-------- --------
Total shareholders' equity (7,984) (8,147)
-------- --------
Total liabilities and shareholders' equity $ 35,668 $ 36,457
======== ========
</TABLE>
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
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IN THOUSANDS, EXCEPT FOR SHARE DATA
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
2000 1999
<S> <C> <C>
Net sales $ 12,342 $ 11,379
Cost and expenses:
Cost of goods sold 9,564 9,025
Depreciation 483 447
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Gross margin 2,295 1,907
Selling, general and administrative expenses 1,377 1,551
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Operating income 918 356
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Other (income) expense:
Interest expense 750 578
Other (3) 1
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Total other (income) expense, net 747 579
Income (loss) from continuing operations before income taxes 171 (223)
Provision for income taxes (benefit) 8 (76)
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Net income (loss) from continuing operations 163 (147)
Income from discontinued operations, net of income taxes -- 323
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Net income $ 163 $ 176
=========== ===========
Basic income (loss) per common share:
Continuing operations $ 0.02 $ (0.02)
=========== ===========
Discontinued operations $ -- $ 0.04
=========== ===========
Net Income $ 0.02 $ 0.02
=========== ===========
Diluted income (loss) per common share:
Continuing operations $ 0.02 $ (0.02)
=========== ===========
Discontinued operations $ -- $ 0.04
=========== ===========
Net Income $ 0.02 $ 0.02
=========== ===========
Weighted average number of basic common shares 8,486,001 8,486,001
=========== ===========
Weighted average number of diluted common shares 8,486,001 8,559,833
=========== ===========
</TABLE>
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
IN THOUSANDS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) from continuing operations $ 163 $ (147)
Adjustments to reconcile net income to
Net cash provided by (used for) operating activities:
Depreciation 483 447
Amortization of debt premium and issue costs 60 62
Changes in assets and liabilities that provided
(used) operating cash
Accounts receivable (121) (752)
Inventories (721) 1,069
Accounts payable 1,496 (1,468)
Prepaid expenses, accrued expenses and other 90 136
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Net cash provided by (used for) operating activities 1,450 (653)
Cash flows from discontinued operations (329) (231)
Cash flows from investing activities:
Purchase of property and equipment (184) (187)
Proceeds from sale of Micafil net assets 1,355 --
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Net cash provided by (used for) investing activities 1,171 (187)
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Cash flows from financing activities:
Net change in bank lines of credit (1,439) 1,556
Debt issue costs (48) (48)
Proceeds from the issuance of debt -- 112
Repayments of term debt (862) (422)
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Net cash provided by (used for) financing activities (2,349) 1,198
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Increase / (Decrease) in cash and cash equivalents (57) 127
Cash and cash equivalents at beginning of year 57 504
------- -------
Cash and cash equivalents at end of period -- 631
Less cash at discontinued operations -- 614
------- -------
Cash and cash equivalents at end of period, net of discontinued operations $ -- $ 17
======= =======
</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 periods ended June
30, 2000 and 1999. 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, 2000.
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, 2000.
The results of operations for the three month period ended June 30, 2000, 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>
June 30, 2000 March 31, 2000
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<S> <C> <C>
Raw Materials $ 4,962 $ 4,636
Work in Progress 3,951 3,617
Finished Goods 955 894
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Total Inventories $ 9,868 $ 9,147
============= ==============
</TABLE>
Other assets consist of the following:
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
------------- --------------
<S> <C> <C>
Debt Issuance Costs and Intangibles, less
accumulated amortization of $173 and
$143, respectively $ 457 $ 421
Other Assets 407 427
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Total Other Assets $ 864 $ 848
============= ==============
</TABLE>
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NOTE C: DISCONTINUED OPERATIONS
During fiscal 2000, the Company committed to a plan to liquidate its Material
Handling Segment, which included American Handling, Inc. (AHI) and Northern
Steel Company (Northern) and sell the Motor Production Segment (Micafil),
Accordingly, these companies are presented as discontinued operations. The
following presents summarized financial information excluding certain corporate
expense allocations.
<TABLE>
<CAPTION>
Material Handling Segment
For the three months ended For the three months ended
June 30, 2000 June 30, 1999
AHI Northern Combined AHI Northern Combined
<S> <C> <C> <C> <C> <C> <C>
Operating revenues - - - $ 5,263 $ 3,322 $ 8,585
Loss before
provision for income taxes - - - 483 2 485
Loss from discontinued
operations, net of income taxes - - - 289 2 291
<CAPTION>
As of: June 30, 2000 June 30, 1999
AHI Northern Combined AHI Northern Combined
<S> <C> <C> <C> <C> <C> <C>
Current Assets $ 45 $ - $ 45 $ 907 $ 72 $ 979
Total Assets 45 - 45 907 72 979
Current Liabilities 1,842 1,823 3,665 2,763 2,048 4,811
Total Liabilities 1,977 1,823 3,800 2,898 2,048 4,946
Net Assets of discontinued
operations (1,932) (1,823) (3,755) (1,991) (1,976) (3,967)
</TABLE>
The sale of the Motor Production Segment business was completed on June 15,
2000.
<TABLE>
<CAPTION>
Motor Production Segment
For the three months ended For the three months ended
June 30, 2000 June 30, 1999
<S> <C> <C>
Operating revenues - $ 990
Loss before
provision for income taxes - 32
Loss from discontinued
operations, net of income taxes - 32
<CAPTION>
As of:
June 30, 2000 March 31, 2000
<S> <C> <C>
Current Assets - $ 1,571
Total Assets $ 89 1,902
Current Liabilities 6 531
Total Liabilities 6 531
Net Assets of discontinued
operations 83 1,371
</TABLE>
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NOTE D: INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income used in the diluted earnings per share calculation is the same as net
income used in the basic earnings per share calculation for the three month
periods ended June 30, 2000 and 1999. In addition, approximately 3.9 and 4.1
million options and warrants were outstanding during the current and prior year,
respectively. For the period of June 30, 2000 no options and warrants were
included in the computation of diluted earnings per share as the effects of
converting the options and warrants would be antidilutive; for the comparable
prior year period 443,667 options were dilutive and included in the computation.
BASIS OF FINANCIAL STATEMENTS
During fiscal 2000 a plan was adopted to cease operations in the material
handling segment. The Company closed the operations before the end of the first
quarter of fiscal 2001. Accordingly, a net liability for closure of the
discontinued segment has been recorded and the related operating results have
been classified as discontinued operations in the Consolidated Financial
Statements for all periods presented. As a part of its liquidity plan, Centrum
initiated the disposal of certain non-core operations. As a result, the
operations which comprise the motor production segment were sold during the
first quarter of fiscal 2001. Continuing Operations now consist of Centrum and
the metal forming segment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This Report contains statements which constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. (As
used herein, "Centrum" refers to Centrum Industries, Inc. and the "Company"
refers to Centrum Industries, Inc. and its consolidated subsidiaries.) These
statements appear in a number of places, including Item 2. "Management's
Discussion and Analysis of Financial Condition and Results of Operations". Such
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "estimates", "will", "should", "plans",
"opinions", "feels", "intends", or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and may involve significant risks and
uncertainties, and that actual results may vary materially from those in the
forward-looking statements as a result of various factors. These factors include
the ability of management to negotiate a resolution of the default under
Centrum's institutional subordinated debt agreement, and certain indebtedness
with individual unsecured noteholders, the effectiveness of management's
strategies and decisions, the effect of rising interest rates and rising prices
for raw materials and commodities, general economic and business conditions,
developments in technology, new or modified statutory or regulatory requirements
and changing prices and market conditions. This Report identifies other factors
that could cause such differences. No assurance can be given that these are all
of the factors that could cause actual results to vary materially from the
forward-looking statements.
BASIS OF FINANCIAL STATEMENTS
During fiscal 2000, a plan was adopted to cease operations in the material
handling segment which consists of American Handling, Inc. (AHI) and Northern
Steel Company (Northern). The Company closed the operations before the end of
the first quarter of fiscal 2001. Accordingly, a net liability for closure of
the discontinued segment was recorded during fiscal 2000 and the related
operating results have been classified as discontinued operations in the
Consolidated Financial Statements for all periods presented. As a part of its
liquidity plan, at the end of fiscal 2000, Centrum and the metal forming
operations embarked on a plan to refinance the senior credit facility, initiated
an annualized $1.7 million cost reduction program ("Cost
8
<PAGE> 9
Reduction Program"), and committed to the disposal of certain non-core
operations. As a result, the operations which comprise the motor production
segment were sold during the first quarter of fiscal 2001 and are also discussed
in the discontinued operations section below. Continuing Operations now consist
of Centrum and the metal forming segment.
YEAR ENDED MARCH 31, 2000 COMPARED TO MARCH 31, 1999
CONTINUING OPERATIONS
Overview
Centrum is a holding company that owns metal forming operations that have strong
niche positions. Centrum's plan is to enhance the overall value of its metal
forming operations through a combination of increased market penetration and
complementary strategic business combinations. Revenues in the metal forming
operations are affected by worldwide demand in the power generation, oil and
gas, aerospace, mining and construction industries. Centrum's corporate office
is also included in continuing operations and functions to oversee various
administrative operations and to pursue future strategic opportunities.
CONSOLIDATED RESULTS
Please see the metal forming section that follows for a detailed discussion of
changes in consolidated revenues and gross margins since the consolidated
results through this level are only comprised of the metal forming operations.
SG&A as a percentage of sales fell to 11.1% in the current year versus 13.6% in
the prior year, a reduction of $177,000. This reduction reflects the impact of
the Company's Cost Reduction Program and the resulting effect on SG&A costs.
These cost reductions were implemented during the fourth quarter of the prior
year. As a direct result of these SG&A reductions coupled with improvement in
gross margins in the metal forming operations, operating margins increased to
$921,000 or 7.5% in the first quarter of fiscal 2001 as compared to $355,000 or
3.1% in the prior year.
The improved operating margins are offset somewhat by increased interest
expense; $750,000 or 6.1% in the current year quarter versus $578,000 or 5.1% in
the prior year quarter. This increased interest expense of $172,000 was caused
by overall increases in the prime rate of interest that have been initiated in
the financial markets over the previous twelve months coupled with the effect of
default interest rates on the Company's senior debt that were in effect during
fiscal 2001 through the date of refinancing, July 13, 2000. Although the Company
was successful in refinancing the senior credit facility during July 2000,
management expects that interest expense during fiscal 2001 will continue to
outpace the prior year as a result of the overall increase in the prime rate
over the past year.
As a result of these factors, pretax earnings increased to a profit of $163,000
in the first quarter as compared to a loss in the prior year of $223,000.
Management is working vigorously to maintain these profit margins during the
coming quarter, however, no assurances can be given at this time that this trend
can be continued. Please see the discussion of the metal forming operations
below.
The current quarter tax provision reflects a tax expense rate of 5% as compared
to a tax benefit rate of 34% in the comparable prior year period. During the
fourth quarter of the prior year, a valuation reserve was recorded against the
deferred tax assets created by net operating loss carryforwards. This caused no
federal tax expense to be recorded in the current period. In addition, it is not
anticipated that federal tax expense will be recorded during the remainder of
the fiscal year. State and local tax expense totaling $8,000 was recorded during
the first quarter.
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Results for the individual segments follow.
Metal Forming Operations
Domestic demand in the metal forming operations has been adversely affected by
depressed conditions in global capital equipment markets and the domestic oil
and gas industry over the past two years. Customers supplied by this segment in
such industries as oil and gas, bearing, compressor, and construction equipment
experienced a pronounced reduction in order volume during the second half of
fiscal 1999 which persisted into the third quarter of fiscal 2000. Although the
price of crude oil has recovered to its highest levels in nearly 10 years, the
North American Oil Rig Count, as published by Baker Hughes, after staging a
dramatic recovery in 2000, is still approximately 17% below the levels attained
in 1998. As a result of these factors, industry revenues have trended down for
nearly two years as reported by the Forging Industry Association.
Sales in the metal forming operations during the first quarter of fiscal 2001
were $12.3 million as compared to $11.4 million in the first quarter of the
prior year, reflecting an increase of $900,000 or 8.1%. This increase in revenue
for the segment has been caused by several factors. Global demand began to
improve during the fourth quarter of fiscal 2000 as the segment has realized the
benefit of renewed order activity from such markets as bearing, construction
equipment and power generation. In addition, recurring "brown-outs" in the
United States during the past three summers coupled with deregulation in the
electric utility industry has resulted in a significant acceleration in planned
capacity additions of gas turbine and steam turbine power generators by domestic
utilities. General Electric, the segment's largest power generation customer,
has reported a 71% increase in production schedules for calendar 2000 and their
early orders for calendar 2001 indicate additional strength in volume.
Gross margin for the segment increased to 18.6% in fiscal 2001 from 16.8% in the
prior year quarter. This increase in gross margin of $388,000 is primarily
attributable to two factors. First, the increase in margin is directly
attributable to the increase in revenue discussed above. This component amounts
to approximately $153,000. The remainder of $235,000 in gross margin improvement
results from the implementation of the Company's $1.7 million Cost Reduction
Program during the fourth quarter of 2000 and the allocable effect upon
operating costs. SG&A expenses fell to $1,260,000 or 10.2% of sales during the
quarter from $1,322,000 or 11.62% in the prior year. This reduction is primarily
related to the effect of the Company's Cost Reduction Program on SG&A at these
operations.
As a result of these factors, operating income for the metal forming segment
increased to $1,035,000 from $586,000 in the prior year quarter as a result of
the improvement in gross margin and reductions in SG&A discussed above.
Operating income as a percentage of sales improved to 8.4% in the current year
quarter from 5.2% in the prior year quarter. The pretax income for the segment
realized the benefit of the improved operating income and increased to $413,000
in the current year from of $123,000 in the prior year.
The metal forming segment's revenues have realized the benefit of renewed order
activity in the domestic power generation markets and improvement in worldwide
demand for capital goods. However, although the segment has experienced
increased revenue as a result of these factors during the first quarter,
management feels that it is still too early to forecast whether these conditions
will persist during the remainder of fiscal 2001. In addition, second quarter
revenues will be adversely affected by the rescheduling of approximately
$600,000 worth of orders for power generation product into the second half of
fiscal 2001.
Operating margins should continue to realize the benefit of reductions in
operating and SG&A costs initiated in conjunction with the Company's Cost
Reduction Program implemented at the end of fiscal 2000. However, margins during
the second half of fiscal 2000 could be adversely affected by increased costs to
purchase natural gas which is a critical component of the segment's
manufacturing process. The segment's contractual commitments to purchase this
commodity expire during October 2000.
10
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Corporate
The pretax loss in this segment decreased to $251,000 in the current quarter as
compared to a $346,000 loss in the prior year quarter primarily as a result of
the Cost Reduction Program. These cost reductions consist primarily of
reductions in board fees and executive salaries and perquisites in conjunction
with the Company wide Cost Reduction Program.
DISCONTINUED OPERATIONS
Material Handling Segment
The Material Handling Segment consists of the operations of American Handling,
Inc. (AHI) and its wholly-owned subsidiary Northern Steel Company (Northern).
During fiscal 1999, the Company committed to a plan to sell these businesses
together during fiscal 2000 which was not successful.
In February 2000, Management concluded that Northern was no longer a marketable
or viable business. Therefore, the management of the material handling segment
determined that the Northern operations would be closed. This involved the
closing of two warehouse locations, the termination of approximately 22
employees, and the cessation of work on pending projects. The Northern employees
were notified of the termination of operations on February 10, 2000. In
addition, after reviewing strategic alternatives for AHI, management determined
that because of the liquidity constraints on AHI caused by Northern and
significantly reduced backlog levels, AHI was also no longer a marketable or
viable business and would be closed. AHI's operations were gradually phased out
beginning in March 2000, and work on pending projects was terminated. AHI ceased
to operate on June 15, 2000.
A one-time after tax charge was recorded during fiscal 2000 for impairment of
assets and additional liabilities at the material handling segment as a result
of the closure of these facilities. On the balance sheet, a net liability in the
amount of $3.8 million related to the costs of closing the material handling
segment operations has been recorded. The primary component of the liability for
discontinued operations at June 30, 2000 is trade accounts payable of $3.3
million. Although management believes that Centrum will not be held legally
responsible for the unsecured liabilities of AHI and Northern, the trade
accounts payable must remain on the subsidiaries' balance sheet in accordance
with Generally Accepted Accounting Principles ("GAAP") until properly discharged
by the creditor or in bankruptcy. As a result of the preceding items, the
segment did not record any income or loss from operations during the quarter
ended June 30, 2000.
Motor Production Segment
This discontinued segment consists primarily of the operations of Micafil, Inc.
("Micafil"). Micafil was committed to disposal on March 31, 2000 and was
subsequently sold on June 15, 2000. Micafil's net loss for the quarter ended
June 30, 2000 was also accrued in the prior year results of discontinued
operations. The assets of this business unit, net of liabilities assumed, were
sold for approximately $1.5 million, including required escrow of $150,000. The
proceeds of this sale were used to repay obligations under the senior credit
facility.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by continuing operations was $1.5 million for the current year
quarter as compared to cash used of $653,000 in the comparable prior year
period. The largest component of the cash provided in the current year was $1.5
million related to trade accounts payable. Trade accounts payable were extended
beyond customary terms during the quarter ending June 30, 2000 in order to
create sufficient liquidity to support operating activities until the senior
credit facility could be refinanced. In addition, net cash proceeds
11
<PAGE> 12
of $1.35 million were received from the sale of Micafil. These proceeds were
used to make additional principal payments on the senior credit facility prior
to the refinancing of the facility in July 2000.
The Company was in default under various covenants of the previous senior credit
facility as of June 30, 2000. When an event of default exists, the lender may at
its discretion; reduce the line of credit collateral advance rates, the amount
of the revolving line of credit, terminate the senior credit facility and
declare all the senior credit facility obligations immediately due and payable,
and institute default interest rates. Accordingly, as of June 30, 2000 all long
term debt instruments so affected were reclassified as current liabilities under
the heading "Current Portion of Long Term Debt". The lender instituted the
default interest rates on January 26, 2000, which are 2% in excess of the rates
otherwise payable. The lender did not exercise any of their remaining default
remedies prior to refinancing in July 2000 other than instituting the default
interest rates discussed above.
On July 13, 2000, the metal forming segment completed the financing of its new
senior credit facility. The previous facility was replaced by a new $25 million
senior credit facility placed with the metal forming segment which provides a
$12.7 million revolving line of credit accompanied by a $12.3 million term note.
Proceeds from this funding were used primarily to repay the previous senior
lender, satisfy overextended trade accounts payable at the metal forming
segment, and for general working capital purposes for the metal forming segment.
In addition, the new senior credit facility requires the placement of $250,000
in subordinated debt at the metal forming segment no later than August 31, 2000.
Although no assurances can be given, management anticipates that the $250,000
will be funded by August 31, 2000. Failure to do so would be an event of default
under the new senior credit facility agreement.
This new senior credit facility, although placed with the metal forming segment,
allows the segment to pay certain expenditures at Centrum including salaries,
accounting fees, and certain legal costs. The facility does not permit the metal
forming segment to pay interest or principal on indebtedness at the holding
company level.
For this reason, Centrum remains in default under provisions in its $2.5 million
institutional subordinated debt facility (the "Subordinated Debt") for
non-payment of interest. Centrum also anticipates that it will not have funds
available to cure the default under its Subordinated Debt, nor will it have
funds to pay the Subordinated Debt on its maturity date of March 31, 2001. In
addition, the metal forming segment is not a guarantor of Centrum's obligations
under the Subordinated Debt. As a result of this, the holders of Subordinated
Debt could declare their obligations immediately due and payable and exercise
their default remedies. These remedies could include pursuing a judgment against
Centrum, attempting to execute on such judgment and other such courses of
action. For this reason, it is management's intention to negotiate a resolution
of this matter with the Subordinated Debt holders, however, no assurances can be
given at this time that these negotiations will be successful. In addition, no
assurances can be given that such negotiations or the implementation of their
default remedies will not result in significant dilution to the common
stockholders.
The primary sources of funds available to the metal forming segment in fiscal
2001 for operations, planned capital expenditures and debt repayments include
cash, operating income and funds available under the new line of credit
agreement. Funds available to Centrum are amounts that the metal forming segment
is permitted to transfer pursuant to the terms of the new senior credit
facility, as discussed above. Management believes, although no assurances can be
given, that these funds will be sufficient to fund the normal operating costs of
Centrum with the exception of principal or interest payments on any indebtedness
at the holding company.
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FORWARD LOOKING INFORMATION
This Report contains statements which constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. (As
used herein, "Centrum" refers to Centrum Industries, Inc. and the "Company"
refers to Centrum Industries, Inc. and its consolidated subsidiaries.) These
statements appear in a number of places, including Item 2. "Management's
Discussion and Analysis of Financial Condition and Results of Operations". Such
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "estimates", "will", "should", "plans",
"opinions", "feels", "intends", or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and may involve significant risks and
uncertainties, and that actual results may vary materially from those in the
forward-looking statements as a result of various factors. These factors include
the ability of management to negotiate a resolution of the default under
Centrum's institutional subordinated debt agreement, and certain indebtedness
with individual unsecured noteholders, the effectiveness of management's
strategies and decisions, the effect of rising interest rates and rising prices
for raw materials, general economic and business conditions, developments in
technology, new or modified statutory or regulatory requirements and changing
prices and market conditions. This Report identifies other factors that could
cause such differences. No assurance can be given that these are all of the
factors that could cause actual results to vary materially from the
forward-looking statements.
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
There has been no material change in legal proceedings since the date the Form
10-K for the fiscal year ended March 31, 2000 was filed. Please see the
discussion of these matters in the Form 10-K.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(A): The exhibits listed in the Exhibit Index are filed as part of this report.
(B): Reports on Form 8-K
None
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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: August 14, 2000 By: /s/ Timothy M. Hunter
--------------- ---------------------
Timothy M. Hunter
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
EX 10.38 Loan and Security Agreement dated July 12, 2000 by
and between GMAC Business Credit, LLC and McInnes
Steel Company and Erie Bronze and Aluminum
Company.
EX 27 Financial Data Schedule
15
