<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 September 30, 2000
------------------
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)
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING at October 31, 2000
--------------------------------------------------------------------------------
Common Stock - $.05 Par Value 8,586,001
1
<PAGE> 2
CENTRUM INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
COVER 1
INDEX 2
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
Condensed Consolidated Balance Sheet as
of September 30, 2000 and March 31, 2000. 3
Condensed Consolidated Statement of
Operations for the three month and six month
periods ended September 30, 2000 and 1999. 4
Condensed Consolidated Statement of
Cash Flows for the six months
ended September 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 2: Changes in Securities 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>
2
<PAGE> 3
CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
--------------------------------------------------------------------------------
in thousands, except for share data
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
2000 2000
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ - $ 7
Accounts receivable, less allowance for doubtful
accounts of $85 and $60, respectively 7,474 8,219
Inventories, net 10,135 9,147
Net assets held for sale 83 1,371
Prepaid expenses and other 62 180
--------------------- ---------------------
Total current assets 17,754 18,924
Property, plant and equipment, net 16,097 16,685
Other assets 716 848
--------------------- ---------------------
Total assets $ 34,567 $ 36,457
===================== =====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank lines of credit $ 10,236 $ 11,114
Current portion of long-term debt 1,874 15,553
Accounts payable 7,945 8,975
Accrued expenses and other 3,564 2,894
Liability for disposal of segment 3,773 3,967
--------------------- ---------------------
Total current liabilities 27,392 42,503
--------------------- ---------------------
Long-term debt, less current portion 15,817 1,660
--------------------- ---------------------
Other liabilities 132 441
--------------------- ---------------------
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, 8,586,001 issued and
outstanding at September 30, and March 31, 2000 424 424
Additional paid-in capital 8,104 8,104
Retained deficit (17,306) (16,679)
--------------------- ---------------------
Total shareholders' deficit (8,774) (8,147)
--------------------- ---------------------
Total liabilities and shareholders' deficit $ 34,567 $ 36,457
===================== =====================
</TABLE>
3
<PAGE> 4
CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
IN THOUSANDS, EXCEPT FOR SHARE DATA
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales $ 10,716 $ 11,395 $ 23,058 $ 22,774
Cost and expenses:
Cost of goods sold 8,488 8,953 18,053 17,979
Depreciation 506 461 988 908
------------- -------------- -------------- --------------
Gross margin 1,722 1,981 4,017 3,887
Selling, general and administrative expenses 1,310 1,482 2,687 3,034
------------- -------------- -------------- --------------
Operating income 412 499 1,330 853
------------- -------------- -------------- --------------
Other (income) expense:
Interest expense 815 637 1,565 1,215
Other (2) (7) (5) (6)
------------- -------------- -------------- --------------
Total other expense, net 813 630 1,560 1,209
Loss from continuing operations before income taxes (401) (131) (230) (356)
Provision for income taxes (benefit) 8 (9) 16 (86)
------------- -------------- -------------- --------------
Net loss from continuing operations (409) (122) (246) (270)
Income from discontinued operations, net of income taxes - 110 - 434
------------- -------------- -------------- --------------
Income (loss) before extraordinary item (409) (12) (246) 164
Extraordinary item, net of income taxes (381) - (381) -
------------- -------------- -------------- --------------
Net income (loss) $ (790) $ (12) $ (627) $ 164
============= ============== ============== ==============
Basic income (loss) per common share:
Continuing operations $ (0.05) $ (0.01) $ (0.03) $ (0.03)
============= ============== ============== ==============
Discontinued operations $ - $ 0.01 $ - $ 0.05
============= ============== ============== ==============
Extraordinary item $ (0.04) $ - $ (0.04) $ -
============= ============== ============== ==============
Net income (loss) $ (0.09) $ (0.00) $ (0.07) $ 0.02
============= ============== ============== ==============
Diluted income (loss) per common share:
Continuing operations $ (0.05) $ (0.01) $ (0.03) $ (0.03)
============= ============== ============== ==============
Discontinued operations $ - $ 0.01 $ - $ 0.05
============= ============== ============== ==============
Extraordinary item $ (0.04) $ - $ (0.04) $ -
============= ============== ============== ==============
Net income (loss) $ (0.09) $ (0.00) $ (0.07) $ 0.02
============= ============== ============== ==============
Weighted average number of basic common shares 8,492,523 8,486,001 8,489,280 8,486,001
============= ============== ============== ==============
Weighted average number of diluted common shares 8,492,523 8,486,001 8,489,280 8,486,001
============= ============== ============== ==============
</TABLE>
4
<PAGE> 5
CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
IN THOUSANDS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
SEPTEMBER
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net loss from continuing operations $ (627) $ (270)
Adjustments to reconcile net loss to
net cash provided by (used for) operating activities:
Depreciation 988 908
Amortization of debt premium and issue costs 512 123
Changes in assets and liabilities that provided
(used) operating cash
Accounts receivable 745 (2,245)
Inventories (988) 1,199
Accounts payable (1,030) (1,668)
Prepaid expenses, accrued expenses and other 705 (111)
---------------- ----------------
Net cash provided (used) by operating activities 305 (2,064)
Net cash flows used by discontinued operations (376) (1,303)
Cash flows from investing activities:
Purchase of property and equipment (335) (392)
Proceeds from sale of Micafil net assets 1,355 -
---------------- ----------------
Net cash provided (used) for investing activities 1,020 (392)
---------------- ----------------
Cash flows from financing activities:
Net change in bank lines of credit (878) 4,231
Debt issue & extinguishment costs (546) (50)
Proceeds from the issuance of debt 12,536 112
Proceeds from capital leases - 55
Repayments of debt (12,118) (964)
---------------- ----------------
Net cash (used) provided by financing activities (1,006) 3,384
---------------- ----------------
Decrease in cash and cash equivalents (57) (375)
Cash and cash equivalents at beginning of year 57 504
---------------- ----------------
Cash and cash equivalents at end of period - 129
Less cash at discontinued operations - 96
---------------- ----------------
Cash and cash equivalents at end of period, net of discontinued operations $ - $ 33
================ ================
</TABLE>
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
presentation of the results of operations for the three and six month periods
ended September 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 and six month periods ended September
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.
BASIS OF FINANCIAL STATEMENTS
During fiscal 2000 a plan was adopted to cease operations in the material
handling segment. 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.
NOTE B: COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS (in 000's)
Inventories consist of the following:
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
------------------ --------------
<S> <C> <C>
Raw Materials $ 4,717 $ 4,636
Work in Progress 4,436 3,617
Finished Goods 982 894
-------------- --------------
Total Inventories $ 10,135 $ 9,147
============== ==============
</TABLE>
Other assets consist of the following:
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
------------------ --------------
<S> <C> <C>
Debt Issuance Costs and Intangibles, less
accumulated amortization of $32 and
$143, respectively $ 360 $ 421
Other Assets 356 427
-------------- -------------
Total Other Assets $ 716 $ 848
============== =============
</TABLE>
6
<PAGE> 7
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 six months ended
September 30 September 30
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Operating revenues - $ 8,275 - $ 16,861
Income before
provision for income taxes - 260 - 744
Income from discontinued
operations, net of income taxes - 262 - 552
</TABLE>
<TABLE>
<CAPTION>
As of: September 30, 2000 March 31, 2000
------------------ --------------
<S> <C> <C>
Current Assets $ 45 $ 979
Total Assets 45 979
Current Liabilities 3,683 4,811
Total Liabilities 3,818 4,946
Net Assets of discontinued
operations (3,773) (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 six months ended
September 30 September 30
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Operating revenues - $ 417 - $ 1,407
Loss before
provision for income taxes - (151) - (119)
Loss from discontinued
operations, net of income taxes - (151) - (119)
</TABLE>
<TABLE>
<CAPTION>
As of: September 30, 2000 March 31, 2000
------------------ --------------
<S> <C> <C>
Current Assets $ 89 $1,571
Total Assets 6 1,902
Current Liabilities 6 531
Total Liabilities 531
Net Assets of discontinued
operations 83 1,371
</TABLE>
7
<PAGE> 8
NOTE D: EXTRAORDINARY ITEM
On July 13, 2000, the senior credit facility was paid in full and refinanced
with a new senior lender. The extinguishment of this debt resulted in a charge
of $381,000 which was due primarily to the write-off of debt issue costs
relating to the prior senior facility.
NOTE E: 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 and six
month periods ended September 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 three and six month period endings
September 30, 2000 and 1999 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
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 natural gas, 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.
8
<PAGE> 9
BASIS OF FINANCIAL STATEMENTS
During fiscal 2000, a plan was adopted to cease operations in the material
handling segment which consisted 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 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.
QUARTER ENDED SEPTEMBER 30, 2000 COMPARED TO SEPTEMBER 30, 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 12.2% in the second quarter versus 13.0%
in the prior year quarter and 11.7% versus 13.3% in the comparable year to date
results. This represents a $347,000 reduction in SG&A during fiscal 2001 for the
six months ending September 30 as compared to the prior year period. 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 the SG&A reductions
discussed above, operating margins increased to $1,330,000 or 5.8% in the year
to date results through the second quarter of fiscal 2001 as compared to
$853,000 or 3.7% in the comparable prior year period.
Interest expense increased during the current quarter to $815,000 or 7.6% of
sales from $637,000 or 5.7% of sales during the prior year period. Year to date
interest expense has been similarly affected rising to 6.8% of sales from 5.3%
in the prior year; an increase of $350,000. This was caused by overall increases
in the prime rate of interest that have been initiated in the financial markets
over the previous fifteen months coupled with the effect of default interest
rates on the Company's senior debt that were in effect 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.
The increase in interest expense discussed above was the primary reason for the
increase in the pretax loss to $401,000 in the current year quarter as compared
to the $131,000 pretax loss in the comparable prior
9
<PAGE> 10
year period. However, on a year to date basis, improvements in gross margin
coupled with reductions in SG&A have offset the increased interest expense
causing the pretax loss to be reduced to $230,000 in the current year from
$350,000 in the prior year period. Management is continuing to work vigorously
to reduce costs and improve margins during the coming quarter. Please see the
discussion of the metal forming operations below.
During the current quarter, the Company recorded an extraordinary charge, net of
tax, amounting to $381,000 following the refinancing on July 13, 2000 of its
senior secured indebtedness. The expense relates primarily to the write-off of
certain debt issue costs as an extraordinary loss in accordance with Generally
Accepted Accounting Principles (GAAP) when the previous senior credit facility
was refinanced by the Company's new senior lender.
State and local tax expense totaling $9,000 and $18,000 was recorded during the
second quarter and year to date results respectively and represents the primary
component of the respective periods' tax expense rate. During the fourth quarter
of the prior year, a valuation allowance was recorded against the deferred tax
assets created by net operating loss carryforwards. As a result of this, the
Company continues to record valuation allowances against tax benefits recorded
during the current year. For this reason, it is not anticipated that any
material amount of federal tax expense or benefit will be recorded during the
remainder of the fiscal year.
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
industries such as oil and gas, bearing, compressor, and construction equipment
experienced a pronounced reduction in order volume during the second half of
fiscal 1999 which has persisted into fiscal 2001. In addition, although oil and
natural gas prices have recovered to their highest levels in recent years,
increased production activity in this industry segment has not yet translated
into new revenues for the metal forming operations. 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 second quarter of fiscal 2001
were $10.7 million as compared to $11.4 million in the second quarter of the
prior year, reflecting a decrease of $679,000 or 6%. The current year quarter
was adversely affected by the rescheduling of approximately $600,000 of power
generation orders into the second half of fiscal 2001 by the segment's largest
customer. This event occurred primarily as a result of realignment of the
customer's inventory and not as a result of any anticipated reduction in
demand. In spite of this factor, year to date revenues have maintained pace with
the previous year reflecting a stabilization of product demand in the markets
served by the segment.
Gross margin for the segment fell during the current quarter to 16.1% of sales
from 17.4% of sales in the prior year quarter primarily as a result of the
shortfall in revenue discussed above. SG&A expenses were reduced to $1,191,000
or 11.1% in the current year quarter as compared to $1,344,000 or 11.8% in the
prior year and $2,452,000 or 10.6% as opposed to $2,665,000 or 11.7% in
comparable year to date results. This reduction is primarily related to the
effect of the Company's Cost Reduction Program on SG&A at these operations and
this trend is expected to continue during the remainder of fiscal 2001.
Operating income during the quarter for the metal forming segment fell to
$532,000 or 5.0% from $639,000 or 5.6% of sales in the prior year quarter as
reductions in gross margin were only partially offset by the reductions in SG&A
discussed above. On a year to date basis, however, operating income continued to
outpace the prior
10
<PAGE> 11
year rising to $1,567,000 or 6.8% of sales from $1,224,000 or 5.4% of sales in
the prior year. This increase was caused primarily by the overall improvement in
SG&A discussed above.
The metal forming segment's revenues have stabilized during the first half of
fiscal 2001 as a result of renewed order activity in the domestic power
generation markets and improvement in worldwide demand for capital goods.
Management believes that these conditions will continue during the remainder of
fiscal 2001. In addition, management expects to see improvement in order volume
from industry segments associated with oil and gas production during the second
half of fiscal 2001. However, margins during the second half of fiscal 2001 will
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 expired during October 2000.
With this expiration, natural gas costs are expected to increase by nearly 100%
during the second half of fiscal 2001 as the cost to purchase this commodity has
trended upward with the price of oil. This is expected to add between $100,000
and $200,000 to cost of goods sold during the third quarter of this year as
compared to costs incurred in the comparable prior year periods. Management will
continue its focus on minimizing costs in this area. In addition, management
does not expect that it will be successful in passing all of these costs along
to customers. Operating margins should continue to realize the benefit of
reductions in operating and SG&A costs initiated in conjunction with the Cost
Reduction Program implemented at the end of fiscal 2000.
Corporate
The pretax loss in this segment decreased to $483,000 in the year to date
results as compared to $614,000 in the prior year primarily as a result of the
implementation 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 consisted 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 September 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 GAAP until properly discharged by the creditor
11
<PAGE> 12
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 September 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 period 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 $1.36
million.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by continuing operations during the current year was $305,000 for
the six month period ended September 30 as compared to cash used of $2.1 million
in the comparable prior year period. The largest component of the cash provided
in the current year was $1.5 million related to depreciation and amortization
expense. Trade accounts payable were reduced by $1 million in order to bring
vendor payments more in line with customary industry terms. The largest
component in cash used in operations during the prior year was a $2.2 million
increase in accounts receivable which related to the timing of certain customer
payments. In addition, net cash proceeds of $1.36 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.
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 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 September 2000, the metal forming
segment also issued $250,000 of promissory notes to certain accredited
investors, secured by a second security position in certain of the segment's
assets. The 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 of
Centrum.
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 with respect to Centrum. These remedies could include
pursuing a judgment against Centrum, attempting to execute on such judgment and
other such courses of action. For this reason, management has entered into
negotiations to resolve 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 level of the Company's indebtedness could have important consequences,
including:
- A substantial portion of the Company's cash flow from operations
must be dedicated to debt service,
12
<PAGE> 13
- The Company's ability to obtain additional future debt financing
may be limited and
- The level of indebtedness could limit the Company's flexibility in
reacting to changes in the industry and economic conditions in
general.
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 of its
indebtedness.
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 and natural gas, 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 2: CHANGES IN SECURITIES
On September 20, 2000, holders of $250,000 in subordinated debt issued by
McInnes Steel Company (the metal forming segment) received 100,000 shares of
Centrum Industries, Inc. common stock as a closing fee. The value of shares each
investor received was equal to eight percent of each individual note amount with
13
<PAGE> 14
an agreed upon market value of $0.20 per share. The market price of the Centrum
Industries, Inc. common stock was $0.16 per share on September 20, 2000.
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
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTRUM INDUSTRIES, INC.
------------------------
(Registrant)
Date: November 13, 2000 By: /s/ Timothy M. Hunter
----------------- -----------------------
Timothy M. Hunter
Chief Financial Officer
15
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
-----------------------------------------------------------------------
<S> <C>
EX 27 Financial Data Schedule
</TABLE>
16
