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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
/ / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q / / Form N-SAR
(Check One):
For Period Ended: September 27, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________
________________________________________________________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
________________________________________________________________________________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
N/A
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
CENTENNIAL TECHNOLOGIES, INC.
_______________________________________________________________________________
Full Name of Registrant
N/A
_______________________________________________________________________________
Former Name if Applicable
7 LOPEZ ROAD
_______________________________________________________________________________
Address of Principal Executive Office (Street and Number)
WILMINGTON, MASSACHUSETTS 01887
_______________________________________________________________________________
City, State and Zip Code
PART II -- RULES 12b-25(d) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12-b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report of the transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Company's independent auditors are currently completing their audit of the
Company's March 31, 1997 financial statements, the balances of which will be
included in the Company's Form 10-Q for September 27, 1997.
The Company is unable without unreasonable effort and expense to complete its
financial statements and to enable its independent accountants to complete their
audit and express an opinion thereon within the prescribed time period because
of the extent and complexity of the review of the Company's financial statements
for the period ended March 31, 1997 and the restatement of the Company's
financial statements for earlier periods necessitated by the financial
irregularities, previously disclosed to the public, experienced by the Company
under its former management.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11-91)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
DONALD R. PECK, ESQ. 978 988-8848
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s)
The Company did not file a Form 10Q [ ] Yes [X] No
for its quarter ended December 31, 1996
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if separate, state the reasons why a reasonable
estimate of the results cannot can be made.
The Company has reported preliminary operating results for the period ended
March 31, 1997, and has provided a preliminary report of the restatement of
its financial statements for earlier periods. A copy of the Company's press
release is attached.
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CENTENNIAL TECHNOLOGIES, INC.
------------------------------------------------
(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 12, 1997 By: /s/ L. MICHAEL HONE
--------------------------------- -----------------------------
L. Michael Hone, PRESIDENT
and CHIEF EXECUTIVE OFFICER
INSTRUCTION: The form may be signed by an executive officer of the Registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must have been completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
<PAGE> 3
[CENTENNIAL LOGO] CENTENNIAL
TECHNOLOGIES, INC.
CENTENNIAL FINANCIAL REVIEW COMPLETE
RESULTS HIGHLIGHT $30 MILLION OF NET WORTH
THIRD QUARTER RESULTS SHOW FIRST TIME PROFIT BEFORE INTEREST AND SPECIAL CHARGES
(WILMINGTON, MASSACHUSETTS - JUNE 12, 1997) CENTENNIAL TECHNOLOGIES, INC.
(TICKER: CENL) announced today that the financial review conducted by Centennial
and its independent public accountants is now complete. The Company is reporting
its audited financial results for the nine-month fiscal period ended March 31,
1997, and is restating its audited financial results for the fiscal years ended
June 30, 1996, 1995 and 1994. On March 24, 1997, the Company amended its fiscal
year end from June 30 to March 31, creating a nine-month reporting period for
fiscal year 1997, in part to accelerate its tax refunds and its issuance of
audited financial statements for the entire period under review.
Centennial's March 31, 1997 audited balance sheet (See page 2) shows
approximately $94 million in assets, and approximately $30 million in net worth.
The Company's assets include anticipated tax refunds of $7.4 million. The
Company has already received $4.5 million of these refunds, and expects to
receive the remainder by July 31, 1997.
The Company's results of operations for its quarter ended March 31, 1997 (See
page 4) show a profit of $52,000 before interest and special charges, for the
first time since the Company's initial public offering in 1994. The net results
for the period show a loss, however, after interest, losses on investment
activities and financial review costs. On February 17, 1997, the Company
retained turnaround specialist Lawrence J. Ramaekers as interim CEO, after
firing the Company's former Chief Executive Officer Emanuel Pinez.
"This restatement allows us to put the past firmly behind us, and provides a
clear picture of where we stand," said Donald R. Peck, Centennial's Treasurer
and General Counsel. "With our current resources and positive net worth, we can
focus on moving forward and maintaining our market leadership in PC card
technology."
The Company has received a proposal from Congress Financial, an asset-based
lending institution, for replacement borrowing facilities, and although no
binding commitment has been received, the Company expects to have such
facilities in place by early July. The Company's current financing arrangements
with The First National Bank of Boston are due to expire on June 30, unless
extended. The Company has reduced its revolving credit loan balance from
approximately $13.5 million on February 11, 1997 to approximately $5.4 million
as of the date of this release. During this time the Company has continued to
meet its cash requirements, including the funding of those costs associated with
its financial review, in the ordinary course of its business.
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Page 2 of 8
The Company also recently announced that it had reached an agreement with its
contract manufacturing subsidiary, Century Electronics Manufacturing, Inc.
("Century"), to exchange a portion of the Company's equity in that subsidiary
for $5.45 million in cash and $6 million in subordinated convertible debentures
and to reduce the Company's percentage ownership in Century from approximately
67% to approximately 45%. The Company also plans to transfer the Company's
majority interest in its Thailand contract manufacturing facility to Century.
BALANCE SHEET INFORMATION
The following table sets forth the audited comparative condensed consolidated
balance sheets as of June 30, 1996 (restated) and March 31, 1997:
<TABLE>
CENTENNIAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Dollar Amounts in Thousands
<CAPTION>
Assets
March 31, June 30,
1997 1996
(Restated)
<S> <C> <C>
Current assets:
Cash $ 470 $11,114
Restricted cash 3,790 --
Accounts receivable 18,850 11,260
Inventories 24,760 8,248
Recoverable income taxes 7,356 3,142
Other current assets 3,225 3,253
---------------------
58,451 37,017
Property, plant and equipment-net 15,533 2,033
Investments 5,089 1,783
Goodwill 14,044 --
Other assets 583 299
---------------------
Total assets $93,700 $41,132
=====================
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable and current portion of long-term debt $13,368 $ 5,020
Accounts payable and accrued expenses 34,653 3,836
Income taxes payable 466 --
---------------------
48,487 8,856
Long-term debt, less current portion 4,837 367
Minority interest 10,347 --
---------------------
Total liabilities 63,671 9,223
Stockholders' equity 30,029 31,909
---------------------
Total liabilities and stockholders' equity $93,700 $41,132
=====================
</TABLE>
The Century transaction is subject to a number of material conditions and,
therefore, no assurance can be given that the agreement will be consummated.
Upon execution of the
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Page 3 of 8
transaction, the Company will account for its investment in Century using the
equity method of accounting. To date, as reflected above, the Company has
consolidated Century's financial information with its own for financial
reporting purposes.
The Company's unaudited balance sheet as of June 30, 1996 and March 31, 1997,
accounting for the net assets and liabilities of Century and the Thailand
operations as unconsolidated subsidiaries using the equity method of accounting,
is as follows:
<TABLE>
CENTENNIAL TECHNOLOGIES, INC.
CONDENSED EQUITY METHOD BALANCE SHEETS
Dollar Amounts in Thousands
<CAPTION>
March 31, June 30,
1997 1996
(Restated)
Assets
<S> <C> <C>
Current assets:
Cash $ 57 $11,114
Accounts receivable 5,571 11,260
Advances to Century Electronics 4,805 --
Inventories 7,794 8,248
Recoverable income taxes 7,356 3,142
Other current assets 1,630 3,253
---------------------
27,213 37,017
Property, plant and equipment-net 3,087 2,033
Investment in Century Electronics 15,243 --
Other investments 5,089 1,783
Other assets 566 299
---------------------
Total assets $51,198 $41,132
=====================
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable and current portion of long-term debt $10,474 $ 5,020
Accounts payable and accrued expenses 10,381 3,836
Income taxes payable 27 --
---------------------
20,882 8,856
Long-term debt, less current portion 287 367
---------------------
Total liabilities 21,169 9,223
---------------------
Stockholders' equity 30,029 31,909
---------------------
Total liabilities and stockholders' equity $51,198 $41,132
=====================
</TABLE>
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Page 4 of 8
FISCAL 1997 RESULTS OF OPERATIONS
The following table sets forth the audited results of operations for the three
months ended March 31, 1997, and the audited results of operations for the three
months ended March 31, 1996 and the nine months ended March 31, 1997 and 1996:
CENTENNIAL TECHNOLOGIES, INC.
FINANCIAL HIGHLIGHTS - RESTATED
Dollar Amounts in Thousands Except Per Share Data
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
1997 1996 1997 1996
(Restated) (Restated) (Restated)
<S> <C> <C> <C> <C>
Sales $35,442 $ 8,799 $ 72,489 $21,768
Costs and expenses:
Cost of goods sold 31,493 7,914 64,771 21,018
Engineering costs 278 434 1,061 1,126
Selling, general and administrative 3,619 1,528 10,619 2,705
Loss on investment activities 2,281 69 14,096 69
Special investigation costs 3,673 -- 3,673 --
Interest expense-net 294 35 501 174
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Total costs and expenses 41,638 9,980 94,721 25,092
Loss before income taxes and minority interest (6,196) (1,181) (22,232) (3,324)
Minority interest in earnings of subsidiaries (33) -- (84) --
-----------------------------------------------------
Loss before income taxes (6,163) (1,181) (22,148) (3,324)
Provision for income taxes 279 -- 514 --
-----------------------------------------------------
Net loss $(6,442) $(1,181) $(22,662) $(3,324)
=====================================================
Earnings (loss) per share $ (.36) $ (.08) $ (1.30) $ (.26)
Weighted average shares outstanding 17,743 14,033 17,367 12,678
</TABLE>
Profit/(loss) before interest and special charges totaled $52,000 and
$(1,077,000) for the three months ended March 31, 1997 and 1996, and
$(3,962,000) and $(3,081,000) for the nine months ended March 31, 1997 and 1996.
<PAGE> 7
Page 5 of 8
The Company's unaudited results of operations for the three months and nine
months ended March 31, 1997 and 1996, accounting for the operations of Century
and the Thailand operations as unconsolidated subsidiaries using the equity
method of accounting, is as follows:
CENTENNIAL TECHNOLOGIES, INC.
CONDENSED EQUITY METHOD RESULTS OF OPERATIONS
Dollars Amounts in Thousands
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
1997 1996 1997 1996
(Restated) (Restated) (Restated)
<S> <C> <C> <C> <C>
Sales $10,893 $ 8,799 $ 28,263 $21,768
Costs and expenses:
Cost of goods sold 8,871 7,914 24,453 21,018
Engineering costs 278 434 1,061 1,126
Selling, general and administrative 2,124 1,528 7,318 2,705
Loss on investment activities 2,281 69 14,096 69
Special investigation costs 3,637 -- 3,673 --
Interest expense-net 246 34 391 174
-----------------------------------------------------
Total costs and expenses 17,437 9,979 50,992 25,092
-----------------------------------------------------
Loss before interest on earnings of
Century Electronics (6,544) (1,181) (22,729) (3,324)
Interest in earnings of Century 102 -- 67 --
-----------------------------------------------------
Net loss $(6,442) $(1,181) $(22,662) $(3,324)
</TABLE>
Excluding Century, sales increased 24% for the three months ended March 31, 1997
and 30% for the nine months ended March 31, 1997. There can be no assurance that
such trend will continue.
<PAGE> 8
Page 6 of 8
FISCAL 1994-1996 RESULTS OF OPERATIONS
The following table sets forth the summarized restated audited results of
operations for the fiscal years ended June 30, 1994, 1995 and 1996:
<TABLE>
CENTENNIAL TECHNOLOGIES, INC.
FINANCIAL HIGHLIGHTS - RESTATED
Dollar Amounts in Thousands Except Per Share Data
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Sales $33,412 $ 8,982 $ 7,801
Costs and expenses:
Cost of goods sold 29,778 11,575 6,508
Engineering costs 1,434 753 567
Selling, general and administrative 3,803 2,442 2,083
Loss on investment activities 2,662 -- --
Interest expense-net 17 64 486
-------------------------------------
Total costs and expenses 37,694 14,834 9,644
Loss before income taxes (4,282) (5,852) (1,843)
Provision (credit) for income taxes -- -- (171)
-------------------------------------
Net loss $(4,282) $(5,852) $(1,672)
=====================================
Earnings (loss) per share $ (.31) $ (.63) $ (.19)
Weighted average shares outstanding 13,632 9,363 9,027
</TABLE>
Profit/(loss) before interest and special charges totaled $(1,603,000),
$(5,788,000) and $(1,357,000) for fiscal years 1996, 1995 and 1994.
RESTATEMENT ADJUSTMENTS
Cumulative adjustments to the Company's previously reported results of
operations through December 31, 1996 consist of sales adjustments totaling $22.6
million; inventory adjustments totaling $7.7 million; and write-offs of
investments and advances to several companies totaling $15.8 million. Netted
against these adjustments is an $8.1 million reversal of previously reported tax
provisions. Additional adjustments include Plant and Equipment; Miscellaneous
Assets; Accrued Liabilities; and Warranty Reserves for a net amount $2.2
million.
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The following table sets forth the summary of restatement adjustments:
Dollar Amounts in Thousands
<TABLE>
<CAPTION>
6 Months
Ended
Dec. 31, Fiscal Year Ended June 30,
1996 1996 1995 1994
<S> <C> <C> <C> <C>
Reversal of invalid sales transactions $ (5,283) $(3,714) $(3,455) $ (413)
Reversal of bill and hold sales transactions (7,762) -- -- --
Reclassification of purchasing agent arrangement (968) (585) -- --
Additional accounts receivable reserves (239) (136) (9) --
-----------------------------------------------------
Total adjustments to sales (14,252) (4,435) (3,464) (413)
Corrections to inventory pricing and
physical counts (1,336) (2,202) (4,560) (1,410)
Restoration of inventory related to bill
and hold sales transactions 4,535 -- -- --
Additional provisions for inventory (925) (1,351) (78) (381)
Reversal of certain additions to capital
equipment, net of related depreciation,
which were not bona fide (200) (2,266) (223) (177)
Provision for losses on investment (10,811) (1,496) -- --
Pre-acquisition advances to subsidiary (2,385) (1,101) -- --
Other adjustments-net (568) 399 1,043 (211)
Reversal of provisions for income taxes 3,788 3,268 556 455
-----------------------------------------------------
Total adjustments to net income (loss) $(22,154) $(9,184) $(6,726) $(2,137)
=====================================================
</TABLE>
DETAILS OF REVIEW FINDINGS
As outlined in the criminal indictment of Centennial's former CEO, the Company's
sales figures were previously inflated. This inflation was achieved by various
means, including shipping empty PC card housings; billing customers for
non-existent product such as "Flash 98"; using the delivery of non-product
materials to generate shipping documents, which were then used to create
fictitious invoices; and the payment of these invoices with funds apparently
provided by the Company's former CEO. Reported revenue figures have also been
corrected to exclude bill and hold transactions which did not ultimately meet
revenue recognition criteria for the periods in which they were recorded, to
reclassify transactions related to a purchasing agency contract with an
affiliated company, and to reserve for transactions where the collectibility of
accounts receivable is now doubtful.
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Adjustments to the Company's physical inventory balances are required because of
prior manipulation of physical counts, the inclusion of empty PC card housings
in the Company's finished goods balances, various pricing errors and
manipulations, and the Company's prior failure to provide adequate reserves for
inventory obsolescence. Since the Special Committee initiated its review of the
Company's prior reported financial results, the Company has conducted two
separate complete physical inventory counts on February 12 and March 31, 1997.
The Company has also reduced or written off the carrying value of several of its
investments in and advances to related technology companies. With regard to the
Company's advances to its recently acquired subsidiaries, Intelligent Truck
Project, Inc. and Fleet.Net, Inc., the Company has recorded a charge of $3.5
million, equal to advances to these companies, as costs and expenses in the
periods in which those advances were made. The Company has also recorded
collectibility reserves and valuation accruals amounting to $5.8 million related
to several of its loans to and/or investments technology companies. In addition,
the Company has reached agreements to settle claims related to its investments
in Infos International, Inc. and P.G. Technologies, Inc. and has recorded a full
write-off of its investments in these entities of $6.0 million and $.5 million,
respectively.
"We continue to cooperate fully with ongoing criminal and civil investigations,"
said Peck. "The employees who were directed to carry out orders by prior
management are the same employees whose invaluable assistance made it possible
for us to complete the investigation. We are grateful they have stood by the
Company; the Company is standing by them."
Centennial expects to file its March 31, 1997 Form 10-K report to the Securities
and Exchange Commission by the end of the month, which the Company expects will
provide the first substantive step towards the relisting of its common stock on
an organized exchange.
In reference to the Private Securities Litigation Reform Act, the quotations
above contain forward looking statements. The matters expressed in such
statements are subject to numerous risks and uncertainties, including, without
limitation, the ability of the Company to negotiate replacement credit
facilities, the ability of the Company and Century to satisfy the conditions
necessary to effect a closing of their proposed transactions, the ability of the
Company to secure a relisting of its common stock on an organized stock
exchange, the impact of shareholder class actions suits currently pending
against the Company and their effect on the Company's continued ability to
operate as a going concern (which the Company expects to be reflected in the
form of the audit opinion by the Company's independent auditors concerning the
Company's financial statements described herein), and other risks identified in
filings made by Centennial Technologies, Inc. with the Securities and Exchange
Commission (the "Commission") including Centennial's Form 10-K filed with the
Commission on September 30, 1996 under the heading "Risk Factors."
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