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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-9607
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CENTRUM INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-1654011
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6135 Trust Drive, Suite 104A, Holland, Ohio 43528
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(Address of principal executive offices) (Zip code)
(419) 868-3441
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(Registrant's telephone number, including area code)
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(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 .
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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 July 31, 1997
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Common Stock - $.05 Par Value 8,463,237
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CENTRUM INDUSTRIES, INC.
INDEX
Page
COVER 1
INDEX 2
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
Condensed Consolidated Balance Sheets
as of June 30, 1997 and March 31,1997. 3
Condensed Consolidated Statements of
Income for the three months ended
June 30, 1997 and 1996. 4
Condensed Consolidated Statements of
Cash Flows for the three months ended
June 30, 1997 and 1996. 5
Notes to Condensed Consolidation
Financial Statements 6
ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
ITEM 6: Exhibits and Reports on Form 8-K 11
Part II - OTHER INFORMATION 11
SIGNATURES 12
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PART 1: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTRUM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
June 30 March 31,
1997 1997
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ASSETS:
Current Assets:
Cash and cash equivalents $ 2,094,002 $ 2,758,219
Accounts receivable, less allowances of $163,682
and $78,161, respectively 12,054,086 11,080,819
Cost and estimated earnings in excess of billings
on uncompleted contracts 887,276 1,513,808
Inventories, net 11,619,082 9,897,925
Prepaid expense and other 597,558 517,656
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Total Current Assets 27,252,004 25,768,427
Property, plant and equipment, net 17,254,930 10,627,764
Other Assets 6,627,268 6,604,456
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Total Assets $ 51,134,202 $ 43,000,647
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LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Bank line of credit $ 10,555,346 $ 10,644,724
Current portion of long-term debt 2,462,039 1,607,629
Accounts payable 9,696,682 6,640,781
Accrued expense and other 4,065,323 3,747,301
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Total Current Liabilities 26,779,390 22,640,435
Long-term debt, less current portion 14,429,071 11,021,938
Other liabilities 582,435 595,636
SHAREHOLDERS' EQUITY:
Preferred stock - $.05 par value, 1,000,000 shares
authorized, 70,000 shares issued and outstanding
(liquidation preference of $10 per share) 3,500 3,500
Common stock - $.05 par value, 15,000,000 authorized
8,463,237 and 8,368,904 issued and outstanding 423,162 418,445
Additional paid-in capital 8,125,520 7,918,233
Retained Earnings 791,124 402,460
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Total Shareholders' Equity 9,343,306 8,742,638
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Total Liabilities and Shareholders' Equity $ 51,134,202 $ 43,000,647
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See notes to condensed consolidated financial statements.
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CENTRUM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the three
months ended
June 30, June 30,
1997 1996
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Sales $ 17,055,717 $ 17,579,196
Costs and expenses
Cost of sales 12,391,988 12,754,415
Depreciation 408,484 311,578
Amortization 115,188 119,428
Selling, general and
administrative expenses 2,985,021 3,195,837
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15,900,681 16,381,258
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Operating income 1,155,036 1,197,938
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Other income and (expenses)
Interest income 22,983 44,253
Interest expenses (591,715) (574,355)
Miscellaneous 15,961 10,428
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(552,771) (519,674)
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Income before income taxes 602,265 678,264
Provision for income 213,601 102,000
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Net income $ 388,664 $ 576,264
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Net income per common
and common equivalent share $ 0.04 $ 0.08
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Weighted average number of
common and common equivalent
shares outstanding 9,211,924 7,114,299
=============== ==============
See notes to condensed consolidated financial statements.
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CENTRUM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
For the three For the three
Months ended Months ended
June 30, June 30,
1997 1996
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Cash flows from operating activities:
Net income $ 388,664 $ 576,264
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 523,672 431,006
Deferred income taxes 158,540 112,387
Changes in assets and liabilites that provide (use) cash:
Accounts receivable 190,326 719,955
Cost and estimated earnings in excess of billings
on uncompleted contracts 626,532 (459,113)
Inventory (261,402) (1,027,107)
Prepaid expenses and other (261,166) (280,465)
Accounts payable 980,813 (1,137,359)
Accrued expenses and other (166,595) (850,486)
Customer deposits 4,135 252,222
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Net cash provided by (used in) operating activities 2,183,519 (1,662,696)
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Cash flows from investing activities:
Investment in unconsolidated subsidiary 22,991 0
Purchase of property and equipment (226,070) (132,685)
Purchase of Taylor, net of cash acquired and common stock issued (6,808,437) 0
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Net cash used in investing activities (7,011,516) (132,685)
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Cash flows from financing activities:
Net proceeds (repayments) on short-term debt (89,377) 1,362,677
Repayments of notes payable 0 (243,037)
Proceeds from Issuance of Debt 4,252,654 0
Proceeds from the issuance of common stock 503 555,351
Other financing activities 0 202,773
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Net cash provided by (used in) financing activities 4,163,780 1,877,764
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Increase (decrease) in cash and cash equivalents (664,217) 82,383
Cash and cash equivalents at beginning of period 2,758,219 2,100,749
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Cash and cash equivalents at end of period $ 2,094,002 $ 2,183,132
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See notes to condensed consolidated financial statements.
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CENTRUM INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting principally of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair statement of the results of operations for the three month periods ended
June 30, 1997 and 1996. 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 year ended March 31, 1997.
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 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 year ended March
31, 1997.
The results of operations for the three months ended June 30, 1997, 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 subsequent year 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
Inventories consisted of the following at June 30, 1997 and March 31, 1997:
June 30, 1997 March 31, 1997
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Raw Materials $ 5,865,494 $ 5,407,088
Work in Progress 4,571,659 3,834,537
Finished Goods 1,181,929 656,300
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Total Inventories $ 11,619,082 $ 9,897,925
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Other assets consisted of the following at June 30, 1997 and March 31, 1997:
June 30, 1997 March 31, 1997
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Deferred Income Tax Benefits $ 2,672,360 $ 2,830,901
Goodwill, less accumulated amortization of
$439,284 and $404,494, respectively 2,264,052 2,298,842
Debt Issuance Costs, less accumulated
amortization of $601,220 and $520,822, 718,956 805,630
respectively
Other Assets 971,900 669,083
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Total Other Assets $ 6,627,268 $ 6,604,456
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NOTE C: INCOME TAXES
Income taxes payable as of June 30, 1997 was $40,000 and none as of March 31,
1997.
NOTE D: COMMITMENTS AND CONTINGENT LIABILITIES
There has been no significant change from the prior year-end audited
statements.
NOTE E: INCOME PER COMMON AND COMMON EQUIVALENT SHARE
The computation of income per common and common equivalent share is based on
the weighted average number of shares of common stock outstanding during the
respective periods. Common equivalent shares, including shares that would be
issued upon the exercise of outstanding warrants and options, have been
included in the calculations to the extent that they are dilutive in nature.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Centrum acquired substantially all of the assets of Taylor Forge International,
Inc., through a subsidiary of McInnes, which is now known as Taylor Forge
Company (Taylor) on June 4, 1997. This transaction was accounted for as a
purchase and Taylor's operations have been included in the consolidated
financial statements as part of the metal forming operations since that date.
CONSOLIDATED RESULTS
The Company's operations have been classified into four business segments:
metal forming operations, material handling systems, motor production
systems, and corporate office. The metal forming operations segment
manufactures steel forgings for the power generation and compressor industries,
steel seamless rolled rings for bearing, off-road construction manufacturers,
oil and gas, mining and specialty machine manufacturers along with nonferrous
castings for the glass container, pump and valve industries. The material
handling equipment segment involves the design, manufacture and installation of
material handling equipment for warehouse and distribution applications. The
motor production systems segment involves the manufacture of armature winding
machines and complete production systems for numerous complex manufacturing
processes.
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Summarized unaudited results of operations by business segment for the three
month period ended June 30, 1997 and 1996 are as follows:
Quarter ended Quarter ended
June 30, 1997 June 30, 1996
Dollars Percent Dollars Percent
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Sales
Metal forming $ 12,503,780 73.31% $ 11,689,731 66.50%
Material handling 2,901,606 17.01% 3,924,990 22.33%
Motor production 1,649,106 9.68% 1,964,475 11.17%
Corporate 1,225 0.00% 0 0.00%
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Total sales $ 17,055,717 100.00% $ 17,579,196 100.00%
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Operating income (loss)
Metal forming $ 1,236,551 107.06% $ 1,202,055 100.34%
Material handling 39,151 3.39% 83,529 6.97%
Motor Production 174,709 15.13% 123,062 10.27%
Corporate (295,375) (25.57%) (210,708) (17.59%)
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Total operating $ 1,155,036 100.00% $ 1,197,938 100.00%
income ============= ======= ============ =======
Revenue is comparable to the prior year period on a consolidated basis.
However, gross margins have decreased slightly from 25.7% for the first quarter
of the prior year to 24.9% for the current year quarter. This has been offset
by a reduction in the selling, general and administrative costs on a
consolidated basis. As a result of this, operating income as a percentage of
sales was 6.8% for both periods. Interest expense increased slightly due to
the acquisition of Taylor. The effective tax rate utilized for the current
period is 35% as compared to 15% in the prior year. Management does not
anticipate tax benefits to be realized in fiscal 1998 to the extent experienced
in fiscal 1997.
Management believes that both the short-term and long-term fundamentals of each
of the Company's business segments remain sound. Backlogs in each business
segment are stable and the mix of products will continue to support operating
margins at the manufacturing segments. For these reasons, management believes
that current trends in revenues and margins can be maintained during the
remainder of this fiscal year.
METAL FORMING OPERATIONS
The metal forming operations sales increased over the comparable period of the
prior year mainly due to the inclusion of Taylor in the current period's
results. The gross margin rate of 25.6%, compared to 27.1% in the prior year
period, decreased as a result of changes in the mix of products sold. In
addition, selling, general and administrative costs decreased as a percentage
of sales from 16.4% in the prior year period to 15.3% for current period.
Continued emphasis on controls over fixed costs and increased sales contributed
to this improvement. As a result of these items, the operating margin was 9.9%
for the current quarter as compared to 10.3% in the comparable prior year
period. Interest expense increased slightly during the period as a result of
the debt related to the Taylor acquisition.
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MATERIAL HANDLING SYSTEMS
Sales and operating income at the material handling systems segment have
decreased compared to the corresponding prior year period. The decrease is
primarily due to customer requested delivery reschedules from fiscal 1997 into
the second and third quarters of fiscal 1998. Work on the largest project,
which had been rescheduled, was begun in July 1997. Management anticipates
that work on the balance of the rescheduled jobs will begin in the second
and third quarters of fiscal 1998. More effective cost controls resulted in a
gross margin of 25.1% for the current quarter compared to 23.3% for the first
quarter of 1997. Selling, general and administrative expenses were 22.5% of
sales as compared to 20.3% in the prior year period. Although, selling,
general and administrative expenses decreased in total amount, the decreased
sales revenue covered a lesser portion of fixed costs. As a result of these
items, operating margins were 1.7% in the first quarter of 1998 as compared to
2.2% in the prior year quarter. Management anticipates that the revenue stream
and operating margins will benefit over the remaining quarters of the this year
through the completion of orders rescheduled from the prior year.
MOTOR PRODUCTION SYSTEMS
Sales revenue decreased compared to the same quarter of the previous year as a
result of the pricing for sales distributed through a marketing joint venture.
The reduction in sales price is offset by reduced selling, general and
administrative costs at the motor production systems segment. These costs have
been reduced by utilizing the joint venture for marketing. For this reason,
selling, general and administrative costs were 9.1% of sales for the first
quarter of 1998 compared to 15.4% for the corresponding quarter of the prior
year. Gross margin improvement coupled with fixed cost economies with the
joint venture resulted in a 10.7% operating margin this year as compared to the
6.3% experienced in the prior year period.
CORPORATE OFFICE
Corporate administrative expenses increased primarily due to increased
professional fees and additional administrative expenses associated with the
overall growth of the business, however, these costs are comparable to the costs
incurred during the most recent prior year quarter. Interest expense decreased
at the corporate level, as a result of principal repayments of existing debt.
The number of common and common equivalent shares outstanding has increased as
a result of the issuance of common shares pursuant to a Confidential Private
Placement Memorandum (Private Placement) initiated on November 15, 1995 and
completed on November 15, 1996. Please refer to the Form 10-K filed for the
year ended March 31, 1997 for more detailed discussion of these matters.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for the quarter ended June 30, 1997
totaled $2.2 million, as opposed to cash used by operations of $1.7 million in
the prior year period. This improvement is a direct result of management's
continued emphasis on enhancing the overall working capital position of the
Company and comes in the midst of adding new debt related to the Taylor
acquisition. Net income, taxes and depreciation and amortization kept pace
with the prior year period providing $1.1 million in cash. In addition, the
timing of payments to vendors and the reduction of costs and estimated
earnings in excess of billing on uncompleted contracts contributed $1.6
million in cash during the current quarter.
The $6.9 million purchase price of Taylor was financed by debt agreements and
the issuance of 94,000 shares of the Company's common stock. The purchase
price is subject to adjustment through the issuance of up to 30,000 additional
shares, or the return of the issued shares. Financing for the transaction was
provided by
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an increase in the metal forming operations line of credit and a new term note.
Approximately, $2.2 million was drawn on the line of credit and a $4 million,
five year term note was obtained. Please refer to the Form 10-K filed for the
year ended March 31, 1997 for a more detailed discussion of these matters.
The primary sources of funds available to the Company in 1998 for operations,
planned capital expenditures and debt repayments include available cash,
operating income and funds available under the line of credit agreement.
Although the line of credit agreement places certain restrictions on the
Company's ability to transfer cash between subsidiaries, management does not
consider this restriction to be significant given the level of cash on hand at
the individual subsidiaries and the existing and planned credit facilities.
This quarterly report on Form 10-Q contains forward-looking statements within
the meaning of the "safe-harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are based on management's
current expectations and are subject to a number of factors and uncertainties,
as described in the Form 10-K filed for the year-ended March 31, 1997, which
could cause actual results to differ materially from those described in the
forward-looking statements. As a result, the Company's operating results may
fluctuate, especially when measured on a quarterly basis.
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PART II - OTHER INFORMATION
A collectively bargained agreement with approximately 50 employees within the
metal forming operations segment was reached on July 16, 1997. The terms of
the agreement, which do not materially differ from those of the previous
agreement, are for a five year period.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(B): Reports on Form 8-K
On June 6, 1997 the Company filed a Form 8-K for the purpose of reporting the
pending acquisition of substantially all the asset of Taylor Forge
International, Inc.
On June 19, 1997 the Company filed a Form 8-K for the purpose of reporting the
acquisition of substantially all the assets of Taylor Forge International, Inc.
on June 4, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTRUM INDUSTRIES, INC.
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(Registrant)
Date August 13, 1997 By: /s/ Timothy M. Hunter
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Timothy M. Hunter
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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EX 10.30 Model Employee Stock Option Agreement
EX 10.31 Stock Option Agreement with Timothy M. Hunter
dated July 21, 1997
EX 10.32 Stock Option Agreement with Anthony A. Montani
dated July 21, 1997
EX 10.33 Amendment to Employment Agreement with George H. Wells
executed June 27, 1997.
EX 27 Financial Data Schedule
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