<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, 1999
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-9607
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CENTRUM INDUSTRIES, INC.
------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1654011
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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.
<TABLE>
<CAPTION>
CLASS OUTSTANDING at February 11, 2000
- --------------------------------------------------------------------------------
<S> <C>
Common Stock - $.05 Par Value 8,486,001
</TABLE>
1
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CENTRUM INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
Page
<S> <C> <C>
COVER 1
INDEX 2
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
Condensed Consolidated Balance Sheet
as of December 31, 1999 and March 31,1999. 3
Condensed Consolidated Statement of
Operations for the three month and nine month
periods ended December 31, 1999 and 1998. 4
Condensed Consolidated Statement of
Cash Flows for the nine month periods
ended December 31, 1999 and 1998. 5
Notes to Condensed Consolidated
Financial Statements 6
ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
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 14
SIGNATURES 15
</TABLE>
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,
1999 1999
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ - $ 84
Accounts receivable, less allowance for doubtful
accounts of $163 and $60, respectively 8,807 7,778
Cost and estimated earnings in excess of
billings on uncompleted contracts - 619
Inventories, net 9,486 10,475
Net assets held for sale 2,354 2,292
Prepaid expenses and other 472 229
--------------- -------------
Total current assets 21,119 21,477
Property, plant and equipment, net 17,075 17,911
Other assets 5,387 5,355
--------------- -------------
Total assets $ 43,581 $ 44,743
=============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank lines of credit $ 9,466 $ 7,109
Current portion of long-term debt 1,659 1,844
Accounts payable 7,837 8,196
Deferred income taxes 253 238
Other Term Debt 14,735 -
Accrued expenses and other 1,664 2,534
--------------- -------------
Total current liabilities 35,614 19,921
--------------- -------------
Long-term debt, less current portion 1,273 17,055
--------------- -------------
Other liabilities 459 783
--------------- -------------
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, 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) (2,297) (1,548)
--------------- -------------
Total shareholders' equity 6,235 6,984
--------------- -------------
Total liabilities and shareholders' equity $ 43,581 $ 44,743
=============== =============
</TABLE>
3
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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 NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net Sales $ 11,171 $ 12,251 $ 35,353 $ 40,439
Cost and expenses:
Cost of goods sold 9,098 9,977 28,157 31,109
Depreciation 466 455 1,392 1,265
----------- ----------- ----------- -----------
Gross margin 1,607 1,819 5,804 8,065
Selling, general and administrative expenses 1,807 1,680 5,209 5,941
----------- ----------- ----------- -----------
Operating income (loss) (200) 139 595 2,124
----------- ----------- ----------- -----------
Other (income) expense:
Interest expense 716 683 2,000 2,147
Other (20) (8) (35) (67)
----------- ----------- ----------- -----------
Total other (income) expense, net 696 675 1,965 2,080
Income (loss) from continuing operations before income taxes (896) (536) (1,370) 44
Provision for income taxes (benefit) (357) (213) (548) 18
----------- ----------- ----------- -----------
Net income (loss) from continuing operations (539) (323) (822) 26
Income (loss) from discontinued operations, net of income taxes (373) (296) 74 (677)
----------- ----------- ----------- -----------
Net (loss) $ (912) $ (619) $ (748) $ (651)
=========== =========== =========== ===========
Basic income (loss) per common share:
Continuing operations $ (0.06) $ (0.04) $ (0.10) $ 0.00
=========== =========== =========== ===========
Discontinued operations $ (0.04) $ (0.04) $ 0.01 $ (0.08)
=========== =========== =========== ===========
Net Income $ (0.10) $ (0.08) $ (0.09) $ (0.08)
=========== =========== =========== ===========
Diluted income (loss) per common share:
Continuing operations $ (0.06) $ (0.04) $ (0.10) $ 0.00
=========== =========== =========== ===========
Discontinued operations $ (0.04) $ (0.04) $ 0.01 $ (0.08)
=========== =========== =========== ===========
Net Income $ (0.10) $ (0.08) $ (0.09) $ (0.08)
=========== =========== =========== ===========
Weighted average number of basic common shares
8,486,001 8,406,001 8,486,001 8,404,901
=========== =========== =========== ===========
Weighted average number of diluted common shares
8,486,001 8,406,001 8,486,001 8,810,269
=========== =========== =========== ===========
</TABLE>
4
<PAGE> 5
CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------
IN THOUSANDS
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
DECEMBER 31,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) from continuing operations $ (822) $ 26
Adjustments to reconcile net income to
net cash provided by (used for) operating activities:
Depreciation 1,392 1,265
Amortization - debt issue costs 265 396
Changes in assets and liabilities that provided
(used) operating cash
Accounts receivable (1,029) 822
Inventories 989 203
Accounts payable (359) 368
Prepaid expenses, accrued expenses and other (1,081) (1,156)
------- -------
Net cash (used) provided by operating activities (645) 1,924
Net cash (used) by operating activities - Discontinued Operations (494) (1,053)
------- -------
Net cash (used) provided by operating activities (1,139) 871
------- -------
Cash flows from investing activities:
Purchase of property and equipment (562) (2,559)
Other 24 (21)
Purchase of property and equipment - Discontinued Operations (240) (132)
------- -------
Net cash used for investing activities (778) (2,712)
------- -------
Cash flows from financing activities:
Net change in bank lines of credit 2,357 (298)
Net change in bank lines of credit - Discontinued Operations 751 1,113
Debt issue costs (27) --
Proceeds from the issuance of debt 112 --
Proceeds from capital leases 55 --
Repayments on long term debt (1,415) (288)
------- -------
Net cash provided by financing activities 1,833 527
------- -------
Decrease in cash and cash equivalents (84) (1,314)
Cash and cash equivalents at beginning of year 84 1,314
------- -------
Cash and cash equivalents at end of period $ -- $ --
======= =======
</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 and nine month periods
ended December 31, 1999 and 1998. 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, 1999.
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, 1999.
The results of operations for the three month and nine month period ended
December 31, 1999, 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)
---------------------------------------------
<TABLE>
<CAPTION>
Inventories consist of the following:
December 31, 1999 March 31, 1999
----------------- --------------
<S> <C> <C>
Raw Materials $ 4,745 $ 4,753
Work in Progress 3,523 4,404
Finished Goods 1,218 1,318
----------------- --------------
Total Inventories $ 9,486 $ 10,475
================= ==============
Other assets consist of the following:
December 31, 1999 March 31, 1999
----------------- --------------
Deferred Income Tax Benefits $ 4,048 $ 4,070
Debt Issuance Costs and Intangibles, less
accumulated amortization of $69 and
$9, respectively 513 372
Other Assets 826 913
----------------- --------------
Total Other Assets $ 5,387 $ 5,355
================= ==============
</TABLE>
6
<PAGE> 7
NOTE C: DISCONTINUED OPERATIONS
-----------------------
During fiscal 1999, the Company committed to a plan to sell the businesses which
comprise its 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). Accordingly, these companies are
presented as discontinued operations. The following presents summarized
financial information excluding certain corporate expense allocations.
<TABLE>
<CAPTION>
For the three months ended For the three months ended
December 31, 1999 December 31, 1998
AHI Northern Combined AHI Northern Combined
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $ 2,297 $1,765 $ 4,062 $2,964 $ 3,605 $ 6,569
Loss before
provision for income taxes (323) (298) (621) (366) (127) (493)
Loss from discontinued
operations, net of income taxes (194) (179) (373) (220) (76) (296)
For the nine months ended For the nine months ended
December 31, 1999 December 31, 1998
AHI Northern Combined AHI Northern Combined
Operating revenues $12,604 $8,319 $20,923 $7,648 $11,364 $19,012
Income (loss) before
provision for income taxes 425 (301) 124 (870) (258) (1,128)
Income (loss) from discontinued
operations, net of income taxes 255 (181) 74 (522) (155) (677)
As of: December 31, 1999 March 31, 1999
AHI Northern Combined AHI Northern Combined
Current Assets $ 2,444 $2,298 $ 4,742 $3,591 $ 3,306 $ 6,897
Total Assets 5,285 3,386 8,671 6,431 4,970 11,401
Current Liabilities 2,709 3,817 6,526 4,268 4,694 8,962
Total Liabilities 3,088 4,117 7,205 4,009 5,099 9,108
Net Assets of discontinued
operations 3,453 (1,099) 2,354 3,090 (798) 2,292
</TABLE>
Please see NOTE E: SUBSEQUENT EVENTS for further discussion of the discontinued
-----------------
operations.
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 and nine
month periods ended December 31, 1999 and 1998. In addition, approximately 4.1
and 2.4 million options and warrants were outstanding during the current and
prior year, respectively, but were not included in the computation of diluted
earnings per share as the effects of converting the options and warrants would
be antidilutive.
7
<PAGE> 8
NOTE E: SUBSEQUENT EVENTS
-----------------
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. After two consecutive quarters of profitability for the Segment during
the first half of fiscal 2000, Management enlisted the assistance of an
investment banking firm and embarked on the sale process for the Segment.
Letters of intent to purchase the segment in a price range between $4 and $5
million were received from two qualified buyers during the month of December.
However, subsequent to December 31, 1999, the letter of intent dated January
10th, 2000, that had been accepted by AHI, was withdrawn by the prospective
buyer. As a result of this, the management of the Material Handling Segment
intends to pursue other strategic alternatives for AHI on a stand alone basis
including sale or reorganization of the business. In addition, as of February
2000 segment management has also concluded that Northern is no longer a
marketable or viable business. Because of Northern's poor operating performance
and the resulting liquidity constraints, the segment management has determined
that the Northern operations will be closed. This will involve the closing of
two warehouse locations and the termination of approximately twenty-two (22)
employees. The Northern employees were notified of the termination of operations
on February 10, 2000. The cost of closing these locations and the employee
terminations is estimated to be $125,000.
Future collections of existing trade receivables and proceeds from the
liquidation of inventories and other assets will be used to satisfy Northern's
$2 million allocable share of the Company's senior revolving credit facility.
However, currently it is not anticipated that these liquidation proceeds will be
sufficient to satisfy Northern's share of the senior credit facility. Any
shortfall in the senior credit facility will be funded through the Company's
remaining operations in accordance with the senior credit facility loan
document. Termination of operations is a default under the senior credit
facility. However, although no assurances can be given, management does not
expect the lender to enact default remedies for the termination of the Northern
operations.
A one-time charge of approximately $1,600,000 for impairment of long-lived
assets at Northern is expected to be recorded during the fourth quarter. The
primary components of this charge are $853,000 for the write down of goodwill
and $235,000 related to the disposal of equipment and $125,000 for the closing
of the facilities and termination of the employees discussed above. The
estimated amount of this charge is based on the Company's current expectations,
estimates and projections, which may change as more information becomes
available.
8
<PAGE> 9
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Summarized results of operations by business segment for the three and nine
month periods ended December 31, 1999 and 1998.
<TABLE>
<CAPTION>
% Change % Change
For the Quarter Ended -------- For the Nine Months Ended --------
RESULTS OF OPERATIONS December 31, from Prior Year December 31, from Prior Year
-------------------------------------------------------------------------------------------------
( Dollars in Thousands ) 1999 1998 1999 1999 1998 1999
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
CONTINUING OPERATIONS
NET SALES:
Metal Forming $10,654 $11,553 -7.8% $33,429 $ 37,918 -11.8%
Corporate & Other 517 698 -25.9% 1,924 2,521 -23.7%
-------------------------------------------------------------------------------------------------
$11,171 $12,251 -8.82% $35,353 $ 40,439 -12.58%
===================================================================================================================================
GROSS MARGIN:
Metal Forming $ 1,458 $ 1,703 -14.4% $ 5,349 $ 7,568 -29.3%
Corporate & Other 149 116 28.48% 455 497 -8.5%
-------------------------------------------------------------------------------------------------
$ 1,607 $ 1,819 -11.65% $ 5,804 $ 8,065 -28.03%
===================================================================================================================================
OPERATING INCOME (LOSS):
Metal Forming $ 118 $ 409 -71.1% $ 1,342 $ 3,013 -55.5%
Corporate & Other (318) (270) 17.8% (747) (889) -16.0%
-------------------------------------------------------------------------------------------------
$ (200) $ 139 -243.88% $ 595 $ 2,124 -71.99%
===================================================================================================================================
DISCONTINUED OPERATIONS
Net Sales $ 4,062 $ 6,569 -38.2% $20,922 $ 19,012 10.0%
Gross Margin $ 922 $ 1,309 -29.6% $ 5,102 $ 4,227 20.7%
Operating Income (Loss) $ (579) $ (432) [1] $ 259 $ (948) [1]
===================================================================================================================================
[1] Not meaningful (N/M)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
BASIS OF FINANCIAL STATEMENTS
- -----------------------------
During fiscal 1999, the Company committed to plans to sell the Material Handling
Segment consisting of the operations of American Handling, Inc. (AHI) and
Northern Steel Company (Northern). Accordingly, the assets of AHI and Northern
are treated as "held for sale" and the related operating results have been
classified as discontinued operations in the Consolidated Financial Statements
for all periods presented. Please see further discussion under the caption
"Discontinued Operations - Material Handling Segment".
9
<PAGE> 10
CONTINUING OPERATIONS
- ---------------------
CONSOLIDATED RESULTS
- --------------------
The Company's operations consist primarily of the Metal Forming Operations
segment. This 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 remaining portions of the Company are discussed under the
heading Corporate and Other, which pertains to corporate activities and other
manufacturing operations that are not sufficiently material to warrant separate
discussion.
Consolidated revenues from continuing operations declined by 9% to $11.2 million
for the quarter and by 12.6% to $35.4 million in the year to date results in
relation to the comparable prior year periods. This decrease in revenue is
primarily attributable to weaker demand in most markets served by the Metal
Forming segment. Gross margins for the quarter declined to 14.4% from 14.9% in
the prior year quarter and to 16.4% from 19.9% in the comparable year to date
results as a result of the revenue reduction and pricing pressures in a slow
marketplace. The revenue weakness coupled with pressure on margins were the
primary reasons for the reduction in operating income to a loss of $200,000 from
income of $140,000 and to income of $595,000 from $2,124,000 in the comparable
prior year quarter and year to date results, respectively.
Management expects revenues to increase by approximately 5% during the fourth
quarter as demand in the industrial sectors of global markets and in the
domestic oil and gas industry begin to improve. In addition, as a result of the
revenue reduction experienced during the third quarter management has continued
its rigorous cost reduction efforts.
METAL FORMING OPERATIONS
- ------------------------
Sales for the Metal Forming Operations declined by $899,000 or 7.8% during the
quarter and $4.5 million or 11.8% in the year to date results in relation to the
comparable prior year periods. Industry revenues fell by approximately 22% when
compared to the comparable prior year period as published by the Forging
Industry Association. Demand in the metal forming operations has been adversely
affected by depressed conditions in the industrial sectors of the domestic
economy. Markets supplied by this segment such as compressor, oil and gas,
mining, agriculture and construction equipment experienced a pronounced
reduction in order volume during the second half of fiscal 1999. However, during
fiscal 2000, the Metal Forming Operations revenue has benefited from renewed
strength in the domestic power generation markets. Domestic backlogs in power
generation have increased 38% in the last 12 months. Strong demand in the power
generation markets helped to offset the depressed conditions in the overall
market.
Margins during the third quarter declined to 13.7% from 14.7% in the prior year
quarter and to 16% from 20% in the comparable year to date results primarily as
a result of reduced volume and pricing pressure in the marketplace as a result
of the industry conditions discussed above. Operating income fell to $118,000
from $408,000 in the prior year quarter and to $1,343,000 from $3,014,000 in the
comparable year to date period as a result of the revenue and margin weakness
discussed above.
Management expects these industry conditions to persist during the remainder of
fiscal 2000 until demand in the industrial sectors of global markets and the
domestic oil and gas industry recovers.
10
<PAGE> 11
In addition, management has continued its strenuous cost reduction effort
initiated at the Metal Forming segment during fiscal 1999. During February 2000,
the Company further reduced employment levels by approximately 10% as part of
this cost cutting effort. It is anticipated that the plan will generate annual
net savings of approximately $1.3 million when fully implemented. Management
expects these cost cutting efforts to improve operating income in the fourth
quarter and the next fiscal year.
CORPORATE AND OTHER
- -------------------
The operating loss from these operations decreased to $747,000 in the current
fiscal year to date as compared to $889,000 in the prior year primarily as a
result of increased focus on cost reductions at Corporate.
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. After two consecutive quarters of profitability for the Segment during
the first half of fiscal 2000, Management enlisted the assistance of an
investment banking firm and embarked on the sale process for the Segment.
Letters of intent to purchase the segment in a price range between $4 and $5
million were received from two qualified buyers during the month of December.
However, subsequent to December 31, 1999, the letter of intent dated January
10th, 2000, that had been accepted by AHI, was withdrawn by the prospective
buyer. The Company believes that the deteriorating financial performance of the
segment during the quarter ended December 31, 1999 contributed to the withdrawal
of this proposal.
Management now believes that it is unlikely that the Material Handling segment
will be sold as a whole. Management had planned that integrating Northern's
administrative functions with AHI and utilizing Northern's physical presence on
the West Coast would improve Northern's operation and facilitate the sale of the
two Companies together.
The management of the Material Handling Segment intends to pursue other
strategic alternatives for AHI including sale or reorganization of the business.
At this time, Northern is no longer a marketable or viable business. Because of
Northern's poor operating performance and the resulting liquidity constraints,
the segment management has determined that the Northern operations will be
closed. This will involve the closing of two warehouse locations and the
termination of approximately twenty-two (22) employees. The Northern employees
were notified of the termination of operations on February 10, 2000. The cost of
closing these locations and the employee terminations is estimated to be
$125,000. Future collections of existing trade receivables and proceeds from the
liquidation of inventories and other assets will be inadequate to satisfy
Northern's $2 million allocable share of the Company's senior revolving credit
facility obligation. A one-time charge of approximately $1,600,000 for
impairment of long-lived assets at Northern is expected to be recorded during
the fourth quarter. The primary components of this charge are $853,000 for the
write down of goodwill and $235,000 related to the disposal of equipment. The
estimated amount of this charge is based on the Company's current expectations,
estimates and projections, which may change as more information becomes
available.
Revenues in the Material Handling Segment decreased to $4.1 million in the
current year quarter from
11
<PAGE> 12
$6.6 million in the prior year quarter or 38.2%. The revenue reduction reflects
the significant deterioration in business activity at Northern. However, gross
margins increased to 22.7% in the current year quarter from 19.9% in the
comparable prior year period, as a result of managements efforts at product
diversification at AHI. Consequently, year to date gross margins improved to
24.4% in the current year as compared to 22.2% in the prior year. SG&A has been
reduced by $252,000 in the current year quarter and $346,000 in the comparable
year to date results primarily as a result of cost reduction efforts at the
segment. Operating income at the segment deteriorated to a loss of $579,000
compared to a loss of $432,000 in the prior year quarter and to operating income
of $259,000 from a operating loss of $948,000 in the comparable year to date
results.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash used by operating activities for continuing operations during the nine
month period ended December 31, 1999 totaled $645,000 as opposed to cash
provided of $1.9 million in the prior year period. Operating income plus
depreciation expense totaled $2 million during the current year as compared to
$3.4 million in the comparable prior year period. The operating income and
positive cashflow stemming from an approximate $1 million reduction in inventory
were offset by an increase in accounts receivable and a reduction in accounts
payable primarily as a result of timing differences in cash receipts and
disbursements. The inventory reduction is a direct result of management's
ongoing focus in the efficient utilization of working capital.
The primary sources of funds available to the Company for future operations,
planned capital expenditures and debt repayments include cash generated by
operations and funds available under the current terms of the line of credit
agreement. However, the negative cash flow generated during the third quarter
has had an adverse impact on the payment of trade payables. The trade payables
are currently extended beyond customary terms, and it is anticipated that this
will persist during the fourth quarter. During the fourth quarter, Management
expects to be able to negotiate extended payment terms with trade creditors and
to fund these payments through cash flows generated by operations.
The Company is currently in default under various covenants of the senior debt
facility. 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 the all senior
credit facility obligations immediately due and payable and institute default
interest rates. Accordling, all long term debt instruments so effected have been
reclassified in current liabilities as other "term debt". The lender instituted
the default interest rates on January 26, 2000, which are 2% in excess of the
rates otherwise payable. Should the lender declare the senior credit facility
obligations immediately due and payable the Company does not have sufficient
liquidity to satisfy those obligations nor does the Company have the liquidity
required to continue operations if significant reductions to the amounts
available under the facility credit are enacted.
The Company is currently operating under a Forbearance Agreement with the senior
lender with respect to these defaults. Under the terms of this agreement, the
Company has acknowledged the defaults and the senior lender has agreed not to
exercise any of its default rights, with respect to the current defaults, for a
period of 45 days. During this period, management is currently pursuing various
strategic alternatives to satisfy the senior lender including the infusion of
new equity or subordinated debt, the sale or merger of subsidiary businesses,
refinancing the senior credit facility obligations or a combination of the
preceding items. Management can give no assurances that the infusion of new
equity capital or subordinated debt will not have a dilutive effect on the
existing shareholders.
At the expiration of the Forbearance period, the senior lender will again have
all of its default remedies available if negotiations to remedy this situation
have been unsuccessful. Although management expects to negotiate a successful
outcome to this matter, no assurances can be given with respect to the
resolution of this matter at this time.
YEAR 2000 (Y2K) DATE CONVERSION ISSUES
- --------------------------------------
The Company has not experienced any significant Y2K problems subsequent to or
preceding December 31, 1999. Based on operations since the beginning of the
year, no significant impact on the Company's ongoing business as a result of Y2K
is expected. However, it is possible that the full impact of the date change has
not been fully recognized. In addition, the Company could still experience
problems if its customers or suppliers are adversely affected by Year 2000
issues, although
12
<PAGE> 13
the Company is currently unaware of any such problems being experienced by our
customers or suppliers.
The Company spent approximately $200,000 on Y2K readiness efforts. The Company
does not anticipate any significant additional spending related to the issue.
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. Such risks, uncertainties or assumptions include, but are
not limited to, the ability of AHI to operate profitably, the willingness of the
Company's senior lender to work with the Company or, if not, the Company's
ability to find an alternative source of senior capital on acceptable terms, a
recovery in the major markets served by the Metal Forming Segment, the
availability of a sufficient supply of raw materials, and the Company's ability
to remain on extended payment terms with vendors, and the availability of
additional subordinated debt financing. 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, 2000 are expected to have a material adverse effect on the Company.
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: February 14, 2000 By: /s/ Timothy M. Hunter
----------------- ---------------------
Timothy M. Hunter
Chief Financial Officer
15
<PAGE> 16
EXHIBIT INDEX
Exhibit No. Description
- --------------------------------------------------------------------------------
EX 27 Financial Data Schedule
16
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<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 0
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<RECEIVABLES> 8,807
<ALLOWANCES> 163
<INVENTORY> 9,486
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<INCOME-PRETAX> (1,370)
<INCOME-TAX> (548)
<INCOME-CONTINUING> (822)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (748)
<EPS-BASIC> (0.10)
<EPS-DILUTED> (0.10)
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