1 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, 1997 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) 6135 Trust Drive, Suite 104A, Holland, Ohio 43528 - ------------------------------------------- ----- (Address of principal executive offices) (Zip code) (419) 868-3441 -------------- (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, 1997 - ----------------------------- ------------------------------- Common Stock - $.05 Par Value 8,403,501 1 2 CENTRUM INDUSTRIES, INC. INDEX Page COVER 1 INDEX 2 PART I - FINANCIAL INFORMATION ITEM 1: Financial Statements Condensed Consolidated Balance Sheets as of September 30, 1997 and March 31,1997. 3 Condensed Consolidated Statements of Income for the three months and six months ended September 30, 1997 and 1996. 4 Condensed Consolidated Statements of Cash Flows for the six months ended September 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 PART II - OTHER INFORMATION ITEM 4: Submission of matters to a vote of 13 Security holders ITEM 6: Exhibits and Reports on Form 8-K 13 SIGNATURES 14 2 3 PART 1: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CENTRUM INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) September 30, March 31, 1997 1997 ASSETS: Current Assets: Cash and cash equivalents $ 1,573,285 $ 2,758,219 Accounts receivable, less allowances of $139,816 and $78,161, respectively 13,127,601 11,080,819 Cost and estimated earnings in excess of billings on uncompleted contracts 1,059,428 1,513,808 Inventories, net 10,841,480 9,897,925 Prepaid expense and other 449,760 517,656 ------------ ----------- Total Current Assets 27,051,554 25,768,427 Property, plant and equipment, net 16,950,150 10,627,764 Other Assets 6,436,950 6,604,456 ------------ ----------- Total Assets $ 50,438,654 $ 43,000,647 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY: Current Liabilities: Bank line of credit $ 9,952,431 $ 10,644,724 Current portion of long-term debt 2,712,060 1,607,629 Accounts payable 10,744,245 6,640,781 Accrued expense and other 3,240,097 3,747,301 ------------ ----------- Total Current Liabilities 26,648,833 22,640,435 Long-term debt, less current portion 13,892,429 11,021,938 Other liabilities 366,844 595,636 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 8,403,501 and 8,368,904 issued and outstanding 420,175 418,445 Additional paid-in capital 7,992,849 7,918,233 Retained Earnings 1,114,023 402,460 ------------ ----------- Total Shareholders' Equity 9,530,547 8,742,638 ------------ ----------- Total Liabilities and Shareholders' Equity $ 50,438,654 $ 43,000,647 ============ ============ See notes to condensed consolidated financial statements. 3 4 CENTRUM INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the three For the six months ended months ended September 30, September 30, September 30, September 30, 1997 1996 1997 1996 ---- ---- ---- ---- Sales $ 18,784,087 $ 16,854,151 $ 35,839,805 $ 34,433,347 Costs and expenses Cost of sales 13,634,994 12,723,694 26,032,693 25,478,109 Depreciation 459,950 295,445 868,802 607,023 ------------ ------------- ------------- ------------ Gross Profit 4,689,143 3,835,012 8,938,310 8,348,215 Amortization 120,257 121,348 235,446 240,776 Selling, general and administrative expenses 3,405,645 2,995,763 6,385,526 6,191,600 ------------ ------------- ------------- ------------ Operating income 1,163,241 717,901 2,317,338 1,915,839 Other income and (expenses) Interest income 14,663 86,418 37,646 130,671 Interest expenses (713,646) (524,462) (1,305,360) (1,098,817) Miscellaneous 41,566 43,631 58,466 54,059 ------------ ------------- ------------- ------------ (657,417) (394,413) (1,209,248) (914,087) ------------ ------------- ------------- ------------ Income before income taxes 505,824 323,488 1,108,090 1,001,752 Provision for income taxes 182,926 28,228 396,528 130,228 ------------ ------------- ------------- ------------ Net income $ 322,898 $ 295,260 $ 711,562 $ 871,524 ============ ============= ============= ============ Net income per common and common equivalent share $ 0.04 $ 0.04 $ 0.08 $ 0.12 ------------ ------------- ------------- ------------ Weighted average number of common and common equivalent shares outstanding 9,197,773 7,787,076 9,174,276 7,445,760 ============ ============= ============= ============ See notes to condensed consolidated financial statements. 4 5 CENTRUM INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) For the six For the six Months ended Months ended September 30, September 30, 1997 1996 ---- ---- Cash provided by (used in) operating activities $ 2,700,891 $ (3,659,091) Cash flows from investing activities: Investment in unconsolidated subsidiary 82,173 0 Purchase of property and equipment (413,074) (223,713) Purchase of Taylor, net of cash acquired and common stock issued (6,839,055) 0 ------------- ------------- Net cash used in investing activities (7,169,956) (223,713) ------------- ------------- Cash flows from financing activities: Net proceeds (repayments) on short-term debt (692,293) 2,185,149 Repayments of notes payable (25,078) (1,342,010) Proceeds from issuance of debt related to the acquisition of Taylor 4,000,000 0 Proceeds from the issuance of common stock 1,502 1,594,801 ------------- ------------- Net cash provided by (used in) financing activities 3,284,131 2,437,940 ------------- ------------- Increase (decrease) in cash and cash equivalents (1,184,934) (1,444,864) Cash and cash equivalents at beginning of period 2,758,219 2,100,749 ------------- ------------- Cash and cash equivalents at end of period $ 1,573,285 $ 655,885 ============= ============= See notes to condensed consolidated financial statements. 5 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 statement of the results of operations for the three month and six month periods ended September 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 month and six month periods ended September 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 September 30, 1997 and March 31, 1997: September 30, 1997 March 31, 1997 ------------------ -------------- Raw Materials $ 5,832,038 $5,407,088 Work in Progress 4,159,929 3,834,537 Finished Goods 849,512 656,300 ----------- ---------- Total Inventories $10,841,480 $9,897,925 =========== ========== 6 7 Other assets consisted of the following at September 30, 1997 and March 31, 1997: September 30, 1997 March 31, 1997 ------------------ -------------- Deferred Income Tax Benefits $2,579,856 $2,830,901 Goodwill, less accumulated amortization of $614,881 and $404,494, respectively 2,229,262 2,298,842 Debt Issuance Costs, less accumulated amortization of $500,002 and $520,822, 692,652 805,630 respectively Other Assets 935,180 669,083 ---------- ---------- Total Other Assets $6,436,950 $6,604,456 ========== ========== NOTE C: ACQUISITIONS Centrum acquired substantially all of the assets of Taylor Forge International, Inc., on June 4, 1997 through a subsidiary of McInnes Steel Company, the subsidiary is now known as Taylor Forge Company (Taylor). 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. The following unaudited pro forma results of operations assume the acquisition of Taylor discussed above occurred on April 1, 1996. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the acquisition occurred on April 1, 1996, or results which may occur in the future. Six Months Ended September 30 1997 1996 -------- -------- Net Sales $37,047,920 $39,500,347 Net Income from continuing operations $ 555,231 $ 144,954 Net Income from continuing operations per common share $ .06 $ .02 NOTE D: SUBSEQUENT ACQUISITIONS On November 5, 1997, Centrum acquired substantially all of the assets of Northern Steel, Inc., through an American Handling, Inc. subsidiary, the subsidiary is now known as Northern Steel Company (Northern). Northern Steel's 1996 sales totaled $20.8 million, with $5.8 million in total assets at year-end. Northern supplies shelving, racks, conveyors, and other storage and distribution equipment as components of material handling systems. The purchase price of approximately $2.8 million was funded by a draw of $1.5 million on a newly instituted line of credit with Huntington National Bank (Bank) at the material handling systems segment and $1.3 million in cash. The terms of the new line of credit at the material handling systems segment are similar to the terms of the existing line of credit with the Bank at the metal forming operations group. Please see the 10-K filed for the fiscal year ending March 31, 1997 for a detailed discussion of those terms. This transaction was accounted for as a purchase and Northern's operations will be included in the consolidated financial statements as part of the material handling segment as of the acquisition date. 7 8 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 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. Summarized unaudited results of operations by business segment for the three month and six month periods ended September 30, 1997 and 1996 are as follows: Quarter Ended Quarter Ended September 30, 1997 September 30, 1996 Dollars Percent Dollars Percent ------- ------- ------- ------- Sales Metal forming $12,807,674 68.18% $10,968,062 65.08% Material handling 4,779,761 25.45% 3,976,215 23.59% Motor production 1,195,563 6.36% 1,909,874 11.33% Corporate 1,089 0.01% 0 0.00% ----------- ------ ----------- ------ Total sales $18,784,087 100.00% $16,854,151 100.00% =========== ====== =========== ====== Operating income (loss) Metal forming $1,226,284 105.42% $ 848,035 118.13% Material handling 186,732 16.05% 3,292 0.46% Motor production 43,287 3.72% 110,303 15.36% Corporate (293,062) (25.19%) (243,729) (33.95%) ---------- ------ ----------- ------ Total operating $1,163,241 100.00% $ 717,901 100.00% income ========== ====== =========== ====== 8 9 Six Months Ended Six Months Ended September 30, 1997 September 30, 1996 Dollars Percent Dollars Percent ------- ------- ------- ------- Sales Metal forming $25,311,453 70.62% $22,657,793 65.80% Material handling 7,681,367 21.43% 7,901,205 22.95% Motor production 2,844,669 7.94% 3,874,349 11.25% Corporate 2,316 0.01% 0 0.00% ----------- ------ ----------- ------ Total sales $35,839,805 100.00% $34,433.437 100.00% =========== ====== =========== ====== Operating income (loss) Metal forming $ 2,461,895 106.24% $ 2,050,090 107.01% Material handling 225,883 9.75% 86,821 4.53% Motor production 217,996 9.41% 233,365 12.18% Corporate (588,436) (25.39%) (454,437) (23.72%) ----------- ------ ----------- ------ Total operating $ 2,317,338 100.00% $ 1,915,839 100.00% income =========== ====== =========== ====== Consolidated revenues have increased over the comparable prior year periods (11% for the quarter and 4% year-to-date) primarily as a result of the inclusion of the Taylor operations. The inclusion of Taylor has also resulted in an increase in depreciation expense over the comparable prior year periods. Gross Profit increased from 22.8% in the prior year quarter to 25.0% in the current quarter, raising the year-to-date gross profit from 24.2% to 24.9% in the current fiscal year. This increase in gross profit is primarily the result of a more profitable product mix at each of the segments, coupled with continued focus on cost controls. Operating income, on a consolidated basis, as a percentage of sales, increased to 6.2% in the current quarter and year-to-date compared to 4.3% and 5.6% in the respective prior year periods as a result of the favorable gross profit performance. Pretax income for the quarter under review was also impacted by the gross profit improvement rising to 2.7% of sales in the current quarter, from 1.97% in the prior year. The effective tax rate utilized for the current year quarter and year-to-date provision is 35%, as compared to 13% in the prior year period. Please see the 10-K filed for the fiscal year ending March 31, 1997 for a detailed discussion of tax benefits recognized during the prior year. Management does not anticipate tax benefits to be realized in fiscal 1998 to the extent experienced in fiscal 1997. Net income for the quarter and year-to-date was $322,898 and $711,562 respectively, as compared to $295,260 and $871,524 in the prior year results of operations. However, as discussed above, the prior year operating results were impacted by the recognition of certain tax benefits in the amounts of $84,978 for the prior year quarter and $220,386 in the prior year-to-date results. Management views these tax benefits recorded in the prior year as nonrecurring items. Excluding these nonrecurring tax items, net income increased by $112,616 for the quarter and $60,424 for the year-to-date. The following table summarizes these calculations: 9 10 After Tax ----------------------------------------- Quarter Ended Six Months Ended September 30 September 30 1997 1996 1997 1996 ----------- -------- -------- -------- Net Income $322,898 $295,260 $711,562 $871,524 Nonrecurring Income Tax Benefit -- 84,978 -- 220,386 -------- -------- -------- -------- Net Income Excluding the above Item $322,898 $210,282 $711,562 $651,138 ======== ======== ======== ======== 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 consolidated trends in revenues and margins can be maintained during the remainder of this fiscal year. METAL FORMING OPERATIONS Sales for the Metal Forming Operations increased over the prior year by 16.7% in the current quarter and 11.7% in the year-to-date period as a result of the inclusion of Taylor in the results of operations. The gross margin also increased during the current quarter from 24.3% in the prior to 26.4% as a result of an improvement in the mix of products sold and continued emphasis on reducing manufacturing costs throughout the segment. Year-to-date gross margin is 26.0% compared to 25.8% in the prior year. Operating Income in the current year quarter and year-to-date results improved by $378,249 to 9.6% and $411,805 to 9.7% respectively. Taylor contributed $188,727 and $236,449 of the improvement to operating income in the current quarter and year-to-date results respectively. The remaining increase in operating income was due to the improved gross margin recognized throughout the segment. MATERIAL HANDLING SYSTEMS Sales and operating income increased substantially at the material handling segment during the current quarter. Sales increased by $803,546 or 20.2% as compared to the prior year quarter, while sales for the year-to-date period are comparable. This increase is partially attributable to work performed in the second quarter on jobs rescheduled by the customer from the first quarter. Gross margins improved at this segment, rising to 21.7% from 20.5% in the prior year quarter, and 22.9% from 21.9% in the year-to-date comparison. This improvement in gross margin was due to a strong mix of products sold during the period, and improvement in cost controls. Selling, general and administrative expense as a percentage of sales decreased to 17.0% in the current quarter as compared to 19.6% in the prior year, primarily as a result of the significant increase in revenue during the quarter. However, SG&A remains level when compared to sales on a year-to-date basis. Operating income for the segment rose to 10 11 $186,732 or 3.9% from $3,292 or .1% in the prior year quarter, and to $225,883 or 2.9% from $86,821 or 1.1% in the year-to-date comparison. MOTOR PRODUCTION SYSTEMS Sales decreased at the motor production system segment by 37.4% for the quarter and 26.5% in the year-to-date results. This reduction is primarily the result of a shift in product mix at the segment. The prior year revenue stream was benefited by several larger orders received by the segment. The current shift in product mix is toward smaller orders which generally have a higher gross margin. As a result of this, gross margins increased to 23.2% for the quarter and 21.3% in the year-to-date results as compared to 18.4% and 20.1% in the respective prior year periods. The reduced volume was not entirely offset by the gross margin performance in the current quarter as operating margins slipped to 3.6% from 5.8% in the prior year. However, year-to-date operating income is comparable at $217,996 or 7.7% as compared to $233,365 or 6% for the prior year. Management expects that the results of the motor production systems for the second half of the current fiscal year will be comparable to the results of the first half. 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. 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 six months ended September 30, 1997 totaled $2.7 million, as opposed to cash used by operations of $3.7 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 adjusted for taxes and depreciation and amortization provided $2.1 million in cash as compared to $1.8 million in the prior year evidencing the favorable benefit of current trends in operating income. The $6.9 million purchase price of Taylor was financed by the issuance of 33,264 shares of the Company's common stock and 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. On November 5, 1997, Centrum acquired substantially all of the assets of Northern Steel, Inc., through an American Handling, Inc. subsidiary, which will operate as Northern Steel Company (Northern). The purchase price of approximately $2.8 million was funded by a draw of $1.5 million on a newly instituted line of credit with Huntington National Bank (Bank) at the material handling systems segment and $1.3 million in cash. The terms of the new line of credit at the 11 12 material handling systems segment are similar to the terms of the existing line of credit with the Bank at the metal forming operations group. Please see the 10-K filed for the fiscal year ending March 31, 1997 for a detailed discussion of those terms. The primary sources of funds available to the Company in the fiscal year 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 credit facilities. Approximately $11.5 million of the company's debt matures in April of 1999. The sources of funds discussed above will not be sufficient to satisfy this maturity. However, management intends to either replace this facility prior to maturity or renegotiate the existing facility with the bank prior to maturity. Management believes that, with the exception discussed above, sufficient funds for operations, debt repayments and acquisitions can be raised through cash flows generated by the operating subsidiaries, funds available under the line of credit agreement, and sales of the Company's securities. 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. OTHER MATTERS The material handling segment is currently party to an agreement with its landlord whereby the landlord has agreed to make a cash payment to the segment should the landlord be successful in negotiating the sale of the property. Management believes that this transaction, if consummated, could have a material impact on the results of operations in the future. The pretax amount of the gain could range from $300,000 to $400,000, and may vary based upon many factors yet to be determined. Management is not certain if or when this transaction will be consummated in the future. 12 13 PART II - OTHER INFORMATION ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Shareholders held on October 2, 1997, the following proposal was adopted by the margin indicated: 1. The election of eight (8) directors to serve a one (1) year term or until their successor shall have been appointed and qualified. Number of Shares ------------------------------ For Against Abstain --- ------- ------- George H. Wells 7,630,130 500 143,023 William C. Davis 7,589,680 48,000 136,023 Robert J. Fulton 7,630,130 500 143,023 David L. Hart 7,630,130 500 143,023 Richard C. Klaffky 7,630,130 - 143,023 Mervyn H. Manning 7,630,130 - 143,023 David R. Schroder 7,630,130 - 143,023 Thomas E. Seiple 7,629,630 500 143,023 ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (B): Reports on Form 8-K On October 7, 1997 the Company filed a Form 8-K for the purpose of reporting the pending acquisition of substantially all the assets of Northern Steel, Inc. 13 14 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 10, 1997 By: /s/ Timothy M. Hunter ----------------- ------------------------- Timothy M. Hunter Chief Financial Officer 14 15 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- EX 27 Financial Data Schedule 15