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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 June 30, 1998
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
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CENTRUM INDUSTRIES, INC.
------------------------
(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
- ------------------------------------------- -----
(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
--- ---
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 August 14, 1998
- --------------------------------- ----------------------------------------
Common Stock - $.05 Par Value 8,403,501
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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, 1998 and March 31,1998. 3
Condensed Consolidated Statements of
Income for the three months ended
June 30, 1998 and 1997. 4
Condensed Consolidated Statements of
Cash Flows for the three months ended
June 30, 1998 and 1997. 5
Notes to Condensed Consolidated
Financial Statements 6
ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II - OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8-K 12
SIGNATURES 13
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
- --------------------------------------------------------------------------------
JUNE 30, MARCH 31,
1998 1998
ASSETS
Current assets:
Cash and cash equivalents $ 465,715 $ 1,297,720
Accounts receivable, less allowance for doubtful
accounts of $122,890 and $88,181, respectively 14,078,702 14,814,897
Cost and estimated earnings in excess of
billings on uncompleted contracts 581,088 26,018
Inventories, net 13,062,393 13,211,207
Prepaid expenses and other 1,258,217 1,044,294
------------ ------------
Total current assets 29,446,115 30,394,136
Property, plant and equipment, net 17,606,076 17,204,135
Other assets 5,320,884 5,573,451
------------ ------------
Total assets $ 52,373,075 $ 53,171,722
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank lines of credit $ 14,808,043 $ 13,345,447
Current portion of long-term debt 3,239,086 3,239,086
Accounts payable 10,072,257 11,278,808
Accrued expenses and other 2,425,881 3,425,603
------------ ------------
Total current liabilities 30,545,267 31,288,944
------------ ------------
Long-term debt, less current portion 10,839,723 11,180,914
------------ ------------
Other liabilities 828,412 577,564
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Commitments and contingent liabilities - -
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Shareholders' equity:
Preferred stock - $.05 par value, 1,000,000 shares
authorized, 70,000 issued and outstanding (liquidation
preference of $10 per share) 3,500 3,500
Common stock - $.05 par value, 15,000,000 shares
authorized, 8,403,501 issued and
outstanding at June 30, and March 31, 1998 420,175 420,175
Additional paid-in capital 8,025,847 7,992,847
Retained earnings 1,710,151 1,707,778
------------ ------------
Total shareholders' equity 10,159,673 10,124,300
------------ ------------
Total liabilities and shareholders' equity $ 52,373,075 $ 53,171,722
============ ============
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT (UNAUDITED)
- --------------------------------------------------------------------------------
FOR THE THREE MONTHS ENDED
JUNE 30,
1998 1997
Net Sales $ 20,661,357 $ 17,055,717
Cost and expenses:
Cost of goods sold 15,103,851 12,391,988
Depreciation 426,951 408,485
------------ ------------
Gross margin 5,130,555 4,255,244
Selling, general and administrative expenses 4,366,539 3,022,179
------------ ------------
Operating income 764,016 1,233,065
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Other (income) expense:
Interest expense 802,913 664,476
Other (42,853) (33,679)
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Total other expense, net 760,060 630,797
Income before income taxes 3,956 602,268
Provision for income taxes 1,582 213,604
------------ ------------
Net income $ 2,374 $ 388,664
============ ============
Basic income per common share: $ 0.00 $ 0.05
============ ============
Diluted income per share: $ 0.00 $ 0.05
============ ============
Weighted average number of common shares 8,403,501 8,397,123
============ ============
Weighted average number of diluted common shares 8,515,412 8,642,423
============ ============
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------
For the three months ended
June 30,
1998 1997
Net cash (used for) provided by
operating activities $ (1,213,426) $ 2,183,519
Cash flows from investing activities:
Purchase of Taylor, net of cash acquired - (6,784,734)
Purchase of property and equipment (739,984) (226,070)
Other 22,991
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Net cash used for investing activities (739,984) (6,987,813)
------------ -----------
Cash flows from financing activities:
Proceeds from issuance of acquisition debt - 6,463,431
Net change in bank lines of credit 1,462,596 (2,234,480)
Repayments on term debt (341,191) (89,377)
Proceeds from the issuance of common stock
and warrants - 503
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Net cash provided by financing activities 1,121,405 4,140,077
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Decrease in cash and cash equivalents (832,005) (664,217)
Cash and cash equivalents at beginning of year 1,297,720 2,758,219
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Cash and cash equivalents at end of period $ 465,715 $ 2,094,002
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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, 1998 and 1997. 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, 1998.
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 fiscal year ended
March 31, 1998.
The results of operations for the three month period ended June 30, 1998, 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
Inventories consisted of the following:
June 30, 1998 March 31, 1998
------------- --------------
Raw Materials $ 6,677,299 $ 6,812,856
Work in Progress 5,587,292 5,636,341
Finished Goods 797,802 762,010
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Total Inventories $13,062,393 $13,211,207
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Other assets consisted of the following:
June 30, 1998 March 31, 1998
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Deferred Income Tax Benefits $ 1,753,995 $ 2,016,576
Goodwill, less accumulated amortization of
$721,235 and $686,042, respectively 2,122,875 2,158,068
Debt Issuance Costs, less accumulated
amortization of $943,179 and $845,607, 383,273 480,845
respectively
Other Assets 1,060,741 917,962
----------- -----------
Total Other Assets $ 5,320,884 $ 5,573,451
=========== ===========
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NOTE C: ACQUISITIONS
NOTE D: INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income used in the basic and diluted earnings per share calculations is the
same for 1998. Net Income used in the 1997 diluted earnings per share was
adjusted by $43,106 for interest expense reductions related to debt conversion.
In addition, options and warrants to purchase 4.1 and 2.6 million shares of
common stock were outstanding during first quarter of 1998 and 1997,
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.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Summarized unaudited results of operations by business segment for the three
month periods ended June 30, 1998 and 1997 are as follows:
RESULTS OF OPERATIONS % Change from
First quarter ended June 30 Prior Year
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(Dollars in Thousands) 1998 1997
====================================================================================
NET SALES:
Metal Forming $ 13,583 $ 12,504 8.63%
Material Handling 6,147 2,902 111.82%
Motor Production 930 1,649 -43.60%
Corporate 1 1 0.00%
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$ 20,661 $ 17,056 21.14%
====================================================================================
GROSS MARGIN:
Metal Forming $ 3,497 $ 3,201 9.25%
Material Handling 1,446 727 98.8%
Motor Production 188 327 -42.51%
Corporate 0 0 0.00%
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$ 5,131 $ 4,255 20.59%
====================================================================================
OPERATING INCOME:
Metal Forming $ 1,325 $ 1,295 2.32%
Material Handling -241 39 -717.95%
Motor Production -34 175 -119.43%
Corporate -286 -276 3.62%
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$ 764 $ 1,233 -38.04%
====================================================================================
INDUSTRY SEGMENTS
The percentage contributions of each industry segment to net sales and gross
operating income during the quarter ending June 30.
1998 1997
=====================================================================
NET SALES:
Metal Forming 65.7% 73.3%
Material Handling 29.8% 17.0%
Motor Production 4.5% 9.7%
------------------------------------------------------------------
100.0% 100.0%
==================================================================
GROSS OPERATING INCOME:
(1)
Metal Forming 126.2% 85.8%
Material Handling -23.0% 2.6%
Motor Production -3.2% 11.6%
------------------------------------------------------------------
100.0% 100.0%
==================================================================
(1) Gross operating income for the segments was computed without the
corporate expenses.
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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 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 Material
Handling Systems segment involves the design, manufacture, supply, and
installation of material handling equipment for warehouse and distribution
applications. The Motor Production Systems segment manufactures armature winding
machines and complete production systems for the manufacturing of fractional
horsepower motors.
Consolidated revenues have increased to $20.7 million from $17.1 million or
21.1% for the quarter over the comparable prior year period as a result of the
acquisitions of MRR - Memphis (formerly known as Taylor Forge) and Northern
during the preceding year. Consolidated revenues, excluding Northern and MRR -
Memphis, for the quarter have decreased $2 million or 12.3% as a result of
weakness in all three operating segments. In addition, although gross margin
rates at the existing segments were comparable to prior year levels, SG&A,
excluding acquisitions, increased by approximately $261,000 or 8.8% over the
prior year. This increase was primarily the result of the installation of new
administrative and management infrastructure at American Handling, Inc. (AHI) in
order to support growth plans for this business. The revenue weakness in each
segment coupled with increased SG&A were the primary factors causing the
reduction in operating income to 3.7% of sales in the current quarter, and 3.1%
of sales excluding acquisitions, as opposed to 7.2% in the prior year quarter.
The effective tax rate utilized for the current quarter provision is 40%, as
compared to a tax rate of 35% in the comparable prior year period.
Management believes that the segments will experience similar operating
conditions during the second quarter. However, the third and fourth quarter
operating results should realize the benefit of increasing backlogs in the
material handling segment and expected stronger orders from power generation
customers in the metal forming segment resulting in a return to quarterly
operating margin levels achieved in the previous fiscal year. Management
believes that the long-term fundamentals of each of the Company's business
segments remain sound and the Company's most recent acquisitions (MRR - Memphis
and Northern) will continue to enhance the long term prospects of the metal
forming and material handling segments.
METAL FORMING OPERATIONS
Sales for the Metal Forming Operations increased over the prior year period by
8.7% or $1.1 million due to the inclusion of MRR - Memphis in the results of
operations. Excluding acquisitions, revenues decreased by $595,000 or 5% as a
consequence of the impact of the Asian economic crisis on orders from power
generation customers. The revenue shortfall and the resulting effect on gross
margin was the primary reason for the decrease in this segment's pretax income
for the quarter to $758,000 or 5.6% of sales from $847,000 or 6.8% of sales in
the prior year's quarter. The integration of MRR - Memphis into the Metal
Forming Operations segment helped to bolster the segment's results by
contributing operating income of $273,000 and pretax profits of $74,000 for the
quarter.
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Management expects that revenues will remain at current levels during the next
quarter and second half results will reflect sustained revenue growth caused by
anticipated new order activity from power generation customers. In addition,
management will continue its focus on increased market penetration and reducing
costs in order to improve operating performance at the segment.
MATERIAL HANDLING SYSTEMS
Sales increased at the Material Handling Systems segment during the current
quarter as a result of the acquisition of Northern. Excluding Northern's sales
of $3.9 million, the revenues at AHI decreased by approximately $700,000 or
24.2% of sales as business conditions and opportunities in the automotive
after-market continue to decline. As a result of this, AHI has continued its
focus on penetrating other sectors of the material handling market. The Company
has received orders from such new market sectors as printing, plumbing and
industrial supplies. Orders from these new sectors totaled approximately $1.8
million during the quarter and accounted for 46% of current AHI backlogs.
However, because of the timing of booking and delivery cycles, these orders are
expected to only benefit the revenue stream during the second half of fiscal
1999, and as a result of this, revenues are expected to remain at current levels
during the second quarter. Selling, general and administrative expense as a
percentage of sales increased to 27.4% in the current quarter, or 36.9%
excluding the results of Northern, as compared to 23.7% in the prior year,
primarily as a result of increased administrative infrastructure in order to
support penetration into other market sectors by AHI coupled with lower sales
volume. Operating income for the segment decreased to a loss of $241,000 for the
quarter as opposed to income of $39,000 in the prior year quarter as a result of
the reduced volume and higher SG&A discussed above.
Revenues and operating margins are expected to improve during the third and
fourth quarter as the company begins to realize the benefit of growth into new
sectors of the material handling market. Current backlogs for the segment of
$6.7 million, an increase of 52.3% from $4.4 million at May 31, 1998, reflect
this drive to diversify the revenue base.
MOTOR PRODUCTION SYSTEMS
Revenues decreased at the motor production system segment by 43.6% or $719,000
for the quarter mainly as a result of a shift in product mix at the segment. The
prior year operating results benefited from the completion of a large order by
the segment. The current shift in product mix is toward smaller component orders
which generally have higher margins. The market for new production lines that
manufacture fractional horsepower motors has been very slow for the past several
quarters. This condition has been mainly the result of capacity saturation at
the Original Equipment Manufacturer's (OEM's). As a result of these conditions,
OEM's have been reluctant to idle existing production lines for rebuilds and
replacements. The reduced revenues at the segment resulted in an operating loss
of $34,000 as compared to operating income of $175,000 in the prior year
quarter. Management anticipates that the market conditions discussed above will
persist during the remainder of the fiscal year. The Company will continue its
efforts to reduce costs in future quarters in order to improve operating
performance at this segment.
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LIQUIDITY AND CAPITAL RESOURCES
Cash used for operating activities for the three months ended June 30, 1998
totaled $1.2 million as opposed to cash provided by operating activities in the
prior year quarter of $2.2 million. The primary use of cash during the current
quarter was a reduction in accounts payable caused by the timing of certain
vendor payments.
The primary sources of funds available to the Company in fiscal year 1999 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
$16 million of the Company's debt, including term debt and the revolving line of
credit at the Metal Forming Operations segment, matures in March of 1999. As a
result of this, management initiated efforts to refinance certain long term debt
at the Metal Forming Operations segment during the first quarter of fiscal 1999.
On August 7, 1998, $6.2 million of this indebtedness was refinanced pursuant to
a Promissory Note and Master Security Agreement with a new lender. The new note
will mature in five years and bears interest at a fixed rate of 9.25%. In
addition, in conjunction with this refinancing, the Company's existing senior
lender has agreed to reduce certain fees, this coupled with reduced rates of
interest on borrowings under the existing revolving line of credit, is expected
to yield savings of approximately $200,000 over the course of the next year. The
sources of funds discussed above will still not be sufficient to satisfy the
remaining maturity of the revolving line of credit in March of 1999. However,
management intends to either replace this facility prior to maturity or
renegotiate the existing facility with the existing senior lender 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 from sales of the Company's securities.
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. 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.
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PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(B): Reports on Form 8-K
None
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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.
(Registrant)
Date August 14, 1998 By: /s/ Timothy M. Hunter
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Timothy M. Hunter
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
EX 10.41 Master Security Agreement dated as of
July 17, 1998 by and among General Electric
Capital Corporation, McInnes Steel Company,
and Taylor Forge Company.
EX 10.42 Promissory Note dated as of August 7, 1998
by and among General Electric Capital
Corporation, McInnes Steel Company, and
Taylor Forge Company.
EX 10.43 Amendment to Amended and Restated
Employment Agreement with George H. Wells
dated June 10, 1998.
EX 27 Financial Data Schedule
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