INSITUFORM EAST INC
10-Q, 1998-05-14
CONSTRUCTION - SPECIAL TRADE CONTRACTORS
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                               UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended:                              March 31, 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:  0-10800

                          INSITUFORM EAST, INCORPORATED
             (Exact name of registrant as specified in its charter)

                  Delaware                                   52-0905854
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)


             3421 Pennsy Drive                                  20785
             Landover, Maryland                               (Zip Code)
      (Address of principal executive offices)


               Registrant's telephone and fax numbers, including area code:
                    (301) 386-4100  (tel)
                    (301) 386-2444  (fax)
                    (301) 773-4560 (24-hour public information Fax Vault System)



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 Act 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   
                                -                -



As of May 1,  1998,  the  following  number of  shares  of each of the  issuer's
classes of common stock were outstanding:
                  Common Stock               4,059,266
                  Class B Common Stock         297,596
                                             ---------
                  Total                      4,356,862



<PAGE>




  
                                TABLE OF CONTENTS


                                                                  Page Reference
PART I -  FINANCIAL INFORMATION


                                                                                
Item 1.   Financial Statements                                            3

          Condensed Consolidated Statements of Operations
          Three Months and Nine Months Ended March 31, 1998
          and 1997 (Unaudited)                                            3

          Condensed Consolidated Balance Sheets
          March 31, 1998 and June 30, 1997 (Unaudited)                    4

          Condensed Consolidated Statements of Cash Flows
          Nine Months Ended March 31, 1998 and 1997 (Unaudited)           5

          Notes to Condensed Consolidated Financial Statements            6
          (Unaudited)

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                             7

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                              10

Item 6.   Exhibits and Reports on Form 8-K                               11




<PAGE>


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>

                          INSITUFORM EAST, INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>


                                                        Three Months Ended                 Nine Months Ended
                                                             March 31,                            March 31,
                                                   ----------------------------------------------------------------
                                                       1998            1997              1998             1997
                                                   -----------        ----------      -----------       -----------

<S>                                               <C>                 <C>             <C>               <C>        
Sales                                              $ 4,147,345        $6,271,529      $18,783,253       $18,229,917
                                                   -----------        ----------      -----------       -----------

Costs and Expenses:
 Cost of sales                                       4,510,966         5,813,443       16,254,863        15,447,279
 Selling, general and administrative                 1,025,537         1,293,307        3,495,210         3,832,281
                                                   -----------        ----------      -----------       -----------
    Total Costs and Expenses                         5,536,503         7,106,750       19,750,073        19,279,560
                                                   -----------        ----------      -----------       -----------

Earnings (Loss) from Operations                     (1,389,158)         (835,221)        (966,820)       (1,049,643)

Investment Income                                       14,724            33,734           59,456           117,444
Interest Expense                                       (10,534)           (9,389)         (65,253)          (23,800)
Other Income                                            26,916            26,174          131,495           104,269
                                                   -----------        ----------       ----------       -----------

Earnings (Loss) Before Income Taxes
 and Non-owned interests                            (1,358,052)         (784,702)        (841,122)         (851,730)

Non-owned Interests in Pretax Loss
  (Earnings) of MIDSOUTH Partners                      242,176           (36,479)         650,272          (113,075)
                                                   -----------        ----------       ----------       -----------

Earnings (Loss) Before Income Taxes                 (1,115,876)         (821,181)        (190,850)         (964,805)

Provision (Credit) for Income Taxes                   (434,000)         (321,000)         (74,000)         (378,000)
                                                   -----------        ----------       ----------       -----------

Net Earnings (Loss)                                $  (681,876)       $ (500,181)      $ (116,850)      $  (586,805)
                                                   ===========        ==========       ==========       ===========

Basic Earnings (Loss) Per Share                    $     (0.16)       $    (0.11)      $    (0.03)      $     (0.13)
                                                   ===========        ==========       ==========       ===========

Diluted Earnings (Loss) Per Share                  $     (0.16)       $    (0.11)      $    (0.03)      $     (0.13)
                                                   ===========        ==========       ==========       ===========



See notes to condensed consolidated financial statements.
</TABLE>



<PAGE>

<TABLE>

                          INSITUFORM EAST, INCORPORATED
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<CAPTION>
                                                                              March 31,         June 30,
                                                                                1998               1997
                                                                           -------------      ------------
                                     ASSETS
Current Assets:
<S>                                                                        <C>                <C>         
   Cash and cash equivalents                                               $     795,375      $  2,071,852
   Accounts receivable - net of allowance
     for doubtful accounts of $0                                               5,705,161         6,682,127
   Inventories - raw materials                                                 1,423,351         1,538,017
   Prepaid and refundable income taxes                                         1,227,791           765,580
   Prepaid expenses                                                              409,894           251,572
                                                                           -------------      ------------
     Total Current Assets                                                      9,561,572        11,309,148

Property, Plant and Equipment - at cost less accumulated
   depreciation of $14,029,558 and $13,165,282                                11,194,830        11,670,061
Other Assets                                                                      61,000            86,000
                                                                           -------------      ------------
     Total Assets                                                          $  20,817,402      $ 23,065,209
                                                                           =============      ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                        $   1,035,327      $  1,486,841
   Accrued compensation and related expenses                                   1,194,082         1,876,988
   Income taxes payable                                                           15,724            14,724
   Dividends payable                                                                   0           261,412
   Current portion of capital lease obligations                                   32,997            28,508
                                                                            ------------      ------------
     Total Current Liabilities                                                 2,278,130         3,668,473

Deferred Income Taxes                                                          1,009,000         1,074,000
Long-Term Capital Lease Obligations                                              114,138           139,480
                                                                            ------------      ------------
     Total Liabilities                                                         3,401,268         4,881,953
                                                                            ------------      ------------

Non-owned Interests in Consolidated Subsidiary                                 1,799,190         2,449,462
                                                                            ------------      ------------

Commitments and Contingencies

Stockholders' Equity:
   Common stock - $.04 par value; 10,000,000 shares authorized;
     4,387,163 shares issued; 4,059,266 shares outstanding                       175,486           175,486
   Class B Common stock - $.04 par value; 800,000 shares
     authorized; 297,596 shares issued and outstanding                            11,904            11,904
   Additional paid-in capital                                                  4,000,424         4,000,424
   Retained earnings                                                          12,618,743        12,735,593
                                                                            ------------      ------------
                                                                              16,806,557        16,923,407
   Less cost of 327,897 shares of common stock in treasury                     1,189,613         1,189,613
                                                                            ------------      ------------
       Total Stockholders' Equity                                             15,616,944        15,733,794
                                                                            ------------      ------------
       Total Liabilities and Stockholders' Equity                           $ 20,817,402      $ 23,065,209
                                                                            ============      ============

See notes to condensed consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>


                          INSITUFORM EAST, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>

                                                                                   Nine Months Ended
                                                                                        March 31,
                                                                           ----------------------------------
                                                                                1998                1997
                                                                           --------------      --------------
Cash Flows from Operating Activities:
<S>                                                                        <C>                 <C>           
   Net earnings (loss)                                                     $    (116,850)      $    (586,805)
   Adjustments for noncash items included in net earnings (loss):
     Depreciation and amortization                                             1,602,142           1,319,669
     Deferred income taxes                                                       (65,000)            225,000
     Non-owned interests in earnings (loss) of consolidated subsidiary          (650,272)            113,075
   Changes in assets and liabilities:
     Receivables                                                                 976,966             (83,259)
     Inventories                                                                 114,666            (680,456)
     Other current assets                                                       (620,533)           (807,710)
     Payables and accruals                                                    (1,133,420)          1,118,532
                                                                           -------------       -------------
Net cash provided by operating activities                                        107,699             618,046
                                                                           -------------       -------------

Cash Flows from Investing Activities:
   Capital expenditures, net                                                  (1,101,911)         (2,087,126)
   Cash distribution from MIDSOUTH Partners to
     non-owned interests                                                               0            (101,200)
                                                                           -------------       -------------
Net cash used in investing activities                                         (1,101,911)         (2,188,326)
                                                                           -------------       -------------

Cash Flows from Financing Activities:
   Dividends paid                                                               (261,412)           (261,412)
   Proceeds from bank line of credit advances                                  1,800,000                   0
   Repayment of line of credit advances to bank                               (1,800,000)                  0
   Proceeds from line of credit advances from CERBCO, Inc.                     2,600,000                   0
   Repayment of line of credit advances to CERBCO, Inc.                       (2,600,000)                  0
   Principal payments under capital lease obligations                            (20,853)            (33,144)
                                                                           -------------       -------------
Net cash used in financing activities                                           (282,265)           (294,556)
                                                                           -------------       -------------

Net decrease in cash and cash equivalents                                     (1,276,477)         (1,864,836)
Cash and cash equivalents at beginning of period                               2,071,852           4,183,084
                                                                           -------------       -------------
Cash and cash equivalents at end of period                                 $     795,375       $   2,318,248
                                                                           =============       =============

Supplemental disclosure of cash flow information:
   Interest paid                                                           $      65,253       $      23,800
   Income taxes paid                                                       $     452,211       $     404,642

Supplemental schedule of noncash investing and financing activities:
   Capital equipment acquired under capital lease obligations              $           0       $      58,543

See notes to condensed consolidated financial statements.
</TABLE>



<PAGE>




                          INSITUFORM EAST, INCORPORATED
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



1.   Condensed Consolidated Financial Statements

     The  Condensed  Consolidated  Balance  Sheet  as of  March  31,  1998,  the
Condensed  Consolidated  Statements of Operations  for the three months and nine
months ended March 31, 1998 and 1997, and the Condensed Consolidated  Statements
of Cash  Flows  for the nine  months  ended  March  31,  1998 and 1997 have been
prepared by the Company without audit. The Condensed  Consolidated Balance Sheet
as of June 30, 1997  (unaudited)  has been derived from the  Company's  June 30,
1997 audited financial statements. In the opinion of management, all adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations and cash flows at March 31, 1998
and for all periods presented have been made.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto  included in the Company's June 30, 1997 audited  financial  statements.
The  results  of  operations  for the  periods  ended  March  31,  1998  are not
necessarily indicative of full year operating results.

2.   Principles of Consolidation

     The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries,  Insituform Ohio, Inc., Insitu, Inc.,
TRY TEK Machine Works, Inc., and Insituform of Pennsylvania, Inc. (collectively,
"East") and the accounts of MIDSOUTH Partners, the Company's majority-controlled
subsidiary Partnership.  All significant  intercompany accounts and transactions
have been eliminated.

3. Line of Credit Facility with CERBCO, Inc.

     The Company has  established  a  $3,000,000  Line of Credit  facility  with
CERBCO, Inc., a parent holding company with a controlling interest in Insituform
East,  Incorporated.  Loans against this facility are unsecured,  due on demand,
with interest payable monthly at the commercial bank prime lending rate.

4.   Computation of Net Earnings (Loss) Per Share

     Statement of Financial  Accounting  Standards  (SFAS) No. 128 "Earnings Per
Share" was issued  February 1997 by the Financial  Accounting  Standards  Board.
SFAS No. 128 is effective for periods ending after  December 15, 1997.  SFAS No.
128 requires the Company to compute and present  basic and diluted  earnings per
share for all periods for which Statements of Operations are presented.

     Basic  earnings  (loss) per share was  computed  by dividing  net  earnings
(loss) by the weighted  average number of common shares  outstanding  during the
period.  Weighted  average  shares of  4,356,862  were used in  computing  basic
earnings (loss) per share for all periods presented herein.

     Diluted  earnings  (loss) per share was  computed by dividing  net earnings
(loss) by the weighted  average number of common shares  outstanding  during the
period including common stock equivalents from dilutive stock options.  Weighted
average shares of 4,356,862 were used in computing  diluted  earnings (loss) per
share for all periods presented herein.


<PAGE>
5.   Insitutube(R) Supply Agreements

     On December 29, 1997, East entered into a supply  agreement with Insituform
Technologies,  Inc.  ("ITI")  whereby  East  committed  to  purchase  90% of its
Insitutube requirements from ITI for an initial five year period from January 1,
1998 to December 31, 2002. The agreement will automatically  extend for one year
periods  unless  notice of  termination  is provided by either  party six months
prior to the end of any such annual  period.  The MIDSOUTH  Partners  continuing
Insitutube  supply  agreement,  effective since May 1, 1987,  presently  extends
through April 30, 1999.

6.   Ohio Branch Facility Closing

     On January 16, 1998, the Company  determined to consolidate  the operations
of its Cincinnati, Ohio branch facility into its Landover, Maryland headquarters
under an orderly  plan to transfer the  functions,  personnel  and  equipment to
Landover by March 31, 1998. The  consolidation  of East operating  activities at
its Landover, Maryland headquarters facility is an economic measure taken by the
Company to more  effectively  utilize  its  resources  throughout  its  licensed
territories  and is not  intended  to result  in any  significant  reduction  in
personnel or installation  capabilities.  This transfer of functions,  personnel
and equipment was substantially completed by March 31, 1998.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Overview and Outlook

     The  Company  reported a  consolidated  net loss of  -$681,876  (-$0.16 per
share) on sales of $4.1 million for the third quarter of fiscal 1998 ended March
31, 1998,  cumulating over the first nine months of fiscal 1998 to a net loss of
- -$116,850  (-$0.03 per share) on sales of $18.8  million.  In the previous year,
the  Company  had a net loss of  -$500,181  (-$0.11  per share) on sales of $6.3
million for the third quarter and a net loss of -$586,805  (-$0.13 per share) on
sales of $18.2  million for the first nine months.  The Company  attributed  its
unfavorable current third quarter results to a 34% decrease in comparable period
sales,  despite normal margins,  experienced  principally by the Company and its
wholly-owned  subsidiaries  (collectively,  "East") and to significantly reduced
margins on work  performed  by MIDSOUTH  Partners  during the  quarter,  despite
reasonably  normal sales volume levels  experienced by such  majority-controlled
subsidiary.  Improved  comparable period nine month results are primarily due to
significant  period revenues  recognized in connection with the execution of the
installation  phase of the  year-long  $4.7 million  Perry  Nuclear  Power Plant
project, substantially completed during the first quarter of fiscal 1998.

     While the Company's  superior first quarter results were  representative of
the significant  leveraging  effect to positive  earnings of increases in period
sales at normal  margins,  losses  incurred in the second and third quarters are
conversely representative of the result of depressed sales volume despite normal
margin levels. With respect to forward-looking  information, and while there can
be no assurances regarding future operating  performance,  the Company currently
believes that present overall  decreases in total  marketplace  orders in East's
territory are likely to produce negative results in the fourth quarter of fiscal
1998 and perhaps into fiscal 1999.  Although this trend could  continue  further
into fiscal 1999,  analysis of longer term data  indicates  that the fiscal 1998
decline in total East  marketplace  orders is a factor that tends to average out
over running three-year periods. Indeed, total marketplace orders in fiscal 1997
were abnormally  high. Thus, while selective cost saving actions have been taken
during this period of reduced sales, in anticipation of a reversal of this trend
during  fiscal  1999,  the Company has not  undertaken  drastic  cost  reduction
measures that would either reduce future productive  capacity,  erode operations
support  capabilities  or impair the  Company's  ability to execute  the complex
requirements of specialized work such as the Perry Nuclear project. In addition,
while the Company  remains unable to predict the likelihood or timing of further
favorable,  non-core,  specialized work such as the large Perry Nuclear project,
building upon both the Company's  success and its preeminent  capability in this
area will continue as a strong focus in future business development.

     The  Company's  total  backlog  value  of all  uncompleted  and  multi-year
contract awards was approximately $26.2 million at March 31, 1998 as compared to
$19.3 million at March 31, 1997. The twelve-month  backlog at March 31, 1998 was
approximately  $11.5 million as compared to $17.9 million at March 31, 1997. The
total backlog value of all  uncompleted  and  multi-year  contracts at March 31,
1998 and 1997 includes  work not  estimated to be released and installed  within
twelve months,  as well as potential work included in term contract awards which
may or may not be  fully  ordered  by  contract  expiration.  While  potentially
helpful as a possible trend indicator, backlog figures at specific dates are not
necessarily  indicative  of sales and  earnings  for future  periods  due to the
irregular   timing  and  receipt  of  major  project  awards   including  large,
multi-year,  menu-priced contracts with estimated but uncertain order quantities
further subject to the specifics of individual work releases.

<PAGE>

     The principal factor affecting the Company's future performance remains the
volatility  of  earnings  as a  function  of sales  volume  at  normal  margins.
Accordingly, because a substantial portion of the Company's costs are semi-fixed
in nature,  earnings can, at times,  be severely  reduced or  eliminated  during
periods of either  depressed  sales at normal  margins or material  increases in
discounted  sales, even where total revenues may experience an apparent buoyancy
or growth from the addition of discounted sales undertaken from time to time for
strategic  reasons.  Conversely,  at normal  margins,  increases in period sales
typically leverage positive earnings significantly.

     The Company believes the trenchless pipeline reconstruction  marketplace is
continuing  to  expand,  thereby  enticing,  however,  the  entry  of ever  more
imitations and substitute products hoping that cheap price alone may permit them
to succeed in a market otherwise dominated by Insituform. In those markets where
the lowest priced product may be deemed technically "good enough," Insituform is
at a disadvantage.  Market share participation  strategically  undertaken by the
Company in this  segment  from time to time to  preserve  competitive  presence,
typically at levels materially below normal margins, will necessarily dilute the
Company's overall margin  performance.  Conversely,  in "best value" and quality
based  markets,  Insituform  remains  at a  distinct  advantage.  While both the
Federal  Government and industry  routinely use best value and  quality-weighted
contract award criteria in more sophisticated  procurements,  municipalities and
local  governments  are often  politically  reluctant to  modernize  from simply
"low-bid" buying to "best value" buying when evaluating  sophisticated processes
and technologies.  In the face of mounting  technical failures from awards based
upon lowest price,  municipalities  are also expected over time to  increasingly
shift from low bid to  quality-driven  award criteria when procuring  trenchless
technology to rehabilitate older pipelines.


Results of Operations


Three Months Ended March 31, 1998 Compared with Three Months Ended 
March 31, 1997

     The Company  recognized a  consolidated  net loss of -$681,876  (-$0.16 per
share) on sales of $4.15  million  for the third  quarter  of fiscal  1998 ended
March 31,  1998,  as compared to a net loss of  -$500,181  (-$0.11 per share) on
sales of $6.27  million  for the third  quarter of fiscal  1997 ended  March 31,
1997. The Company  attributed its unfavorable third quarter results primarily to
a 34% decrease in comparable period sales during the quarter.

     Sales decreased $2.12 million (34%) from $6.27 million for the three months
ended March 31, 1997 to $4.15 million for the three months ended March 31, 1998.
Comparable  period sales for East  decreased  46%.  Comparable  period sales for
MIDSOUTH Partners decreased 2%.


<PAGE>


     Cost of sales decreased 22% in the third quarter of fiscal 1998 as compared
to the third  quarter of fiscal  1997.  As a result,  gross  profit  (loss) as a
percentage of sales  decreased  from a gross profit of 7% of sales for the third
quarter of fiscal  1997 to a gross  profit  (loss) of -9% of sales for the third
quarter of fiscal 1998. The decrease in gross profit as a percentage of sales is
due primarily to absorption of semi-fixed costs over significantly reduced sales
during the third quarter of fiscal 1998. To a lesser extent, improved comparable
period  margins for East work were offset by reduced  margins for work performed
by MIDSOUTH  Partners.  Improved East margins were due primarily to sales mix as
third quarter fiscal 1997 work  performed by East included  increased low margin
subcontracted  services and increased  discounted sales. Reduced margins on work
performed by MIDSOUTH  Partners were due primarily to both discounted  sales and
performance inefficiencies.

     Selling,  general and administrative  expenses decreased $267,770 (21%) for
the third  quarter of fiscal  1998 as  compared  to the third  quarter of fiscal
1997,  primarily as a result of decreased costs to support decreased  production
activities during the three months ended March 31, 1998.

Nine Months Ended March 31, 1998 Compared with Nine Months Ended March 31, 1997

     The Company  recognized a  consolidated  net loss of -$116,850  (-$0.03 per
share)  from sales of $18.8  million  for the first nine  months of fiscal  1998
ended March 31, 1998 as compared to a net loss of  -$586,805  (-$0.13 per share)
from sales of $18.2 million for the first nine months of fiscal 1997 ended March
31, 1997.  The Company  attributed  its favorable  comparable  period nine month
results primarily to the execution of the installation phase of the $4.7 million
Perry  Nuclear Power Plant  project,  substantially  completed  during the first
quarter of fiscal 1998.

     Sales  increased  $0.6 million (3%) from $18.2  million for the nine months
ended March 31, 1997 to $18.8  million for the nine months ended March 31, 1998.
Comparable  period  sales for East  increased  6%.  Comparable  period sales for
MIDSOUTH Partners decreased 3%.

     Cost of sales  increased  5% for the first  nine  months of fiscal  1998 as
compared to the first nine months of fiscal 1997. As a result, gross profit as a
percentage  of sales  decreased  from 15% of sales for the first nine  months of
fiscal  1997 to 13% of sales for the first  nine  months  of  fiscal  1998.  The
decrease in gross  profit as a percentage  of sales is due  primarily to reduced
margins on work performed by MIDSOUTH  Partners  during the first nine months of
fiscal 1998 more than offsetting  improved margins recognized by East.  Improved
East margins are  primarily  due to  completion  of the Perry  Nuclear  project.
Reduced margins for MIDSOUH  Partners are due primarily to both discounted sales
and performance inefficiencies.

     Selling, general and administrative expenses decreased $337,071 (9%) during
the first nine  months of fiscal  1998 as  compared  to the first nine months of
fiscal 1997,  primarily as a result of reduced legal expenses and lower costs to
support reduced production activities during second and third quarters of fiscal
1998. Additional legal costs were incurred during fiscal 1997 in connection with
the Inliner U.S.A. / CAT Contracting Antitrust lawsuit.

Financial Condition

     During the nine months ended March 31, 1998,  $107,699 in cash was provided
by the  Company's  operating  activities,  due in part to cash  provided  from a
$976,966  decrease in Accounts  Receivable plus  $1,602,142 in depreciation  and
amortization  expenses  included in  operating  results that did not require the
outlay of cash more than  offsetting  cash used to fund a $620,533  increase  in
Other Current Assets and a $1,133,420 decrease in Payables and Accruals.  During
the first nine  months of fiscal  1998,  the  Company  received  and repaid $1.8
million in bank line of credit  advances and received and repaid $2.6 million in
line of credit advances from CERBCO,  Inc. These line of credit  borrowings were
required  to  finance  increases  in  Accounts   Receivable  balances  resulting
primarily  from  increased  first  quarter  fiscal  1998 sales and,  to a lesser
extent,  collection  delays on several  completed  projects during the first six
months of the fiscal year.



<PAGE>


     During  the  first  nine  months  of  fiscal  1998,  the  Company  expended
$1,101,911  for  equipment  purchases and other  capital  improvements  and paid
$261,412 in dividends to shareholders.  Although the Company  experienced a $1.3
million  decrease  in cash  during the first  nine  months of fiscal  1998,  the
Company's  financial  liquidity  remained  strong with  working  capital of $7.3
million and a current ratio of 4.2 at March 31, 1998.

     The  Company  anticipates  that  expanding   production   capabilities  and
improving operational  performance in the future will require additional capital
expenditures.  Management  believes  that  cash  flow  from  future  operations,
existing working capital, the remaining commitments available from the Company's
lines of credit and the  unencumbered  real and personal  property  owned by the
Company  provide  adequate  resources  to finance cash  requirements  for future
capital expenditures.


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

     As  previously  reported,  on October  23,  1996,  Inliner  U.S.A.  and CAT
Contracting,  Inc. (collectively,  "Plaintiffs") filed an antitrust suit against
Insituform  Technologies,  Inc. ("ITI") and Insituform East, Inc. (collectively,
"Defendants")  in United  States  District  Court for the  Southern  District of
Texas,  Houston  Division,  alleging  violations  by ITI  (including  all of its
subsidiary  licensees)  and the Company of Sections 1 and 2 of the Sherman  Act,
Section  43(a) of the Lanham Act,  Section 15 (a) and (b) of the Texas  Business
and  Commercial  Code,   tortious   interference  with  contracts  and  business
disparagement.  Plaintiffs are seeking from the Defendants an unspecified amount
of compensatory damages, treble damages and attorneys' fees, as well as punitive
damages of $50 million.

     The  Company  believes  it  has  strong  defenses  to,  and  is  vigorously
contesting, the suit. The Company filed two motions to dismiss the action during
the fiscal year ended June 30,  1997.  In an extensive  memorandum  and order of
August 25, 1997, the Court granted a partial dismissal of Plaintiffs' claims and
ordered Plaintiffs to replead remaining potential claims. The Plaintiffs filed a
motion for leave to file a Second  Amended  Complaint on September 29, 1997. The
Defendants each filed responses to the Plaintiffs'  motion. On January 30, 1998,
the Court by order denied  Plaintiffs' motion to file a second amended complaint
because the proposed amended  complaint failed to comply in a number of material
respects with the Court's August 25, 1997 order.  Plaintiffs were granted twenty
days from receipt of the Court's  January 30, 1998 order to file a third amended
complaint  which  complied with the Court's  previous order or face dismissal of
the case outright for failure to prosecute its alleged claims.

     On February 24,  1998,  the  Plaintiffs  filed a motion for leave to file a
Third Amended  Complaint.  The Company  filed an  opposition to the  Plaintiffs'
motion asserting that the proposed Third Amended Complaint failed to comply with
the Court's  August 25, 1997 and January 30, 1998 orders.  The Court has not yet
taken action with respect to this motion.

     Although  the  ultimate  outcome  and  consequences  of the suit  cannot be
ascertained  at this  time  and the  results  of  legal  proceedings  cannot  be
predicted  with  certainty,  it is the opinion of the  management of the Company
that the suit is meritless  and will not have a material  adverse  effect on the
financial condition or the results of operations of the Company.

     The Company is a party to other claims  arising out of the ordinary  course
of business.  While it is not  possible at this time to  establish  the ultimate
amount of liability,  if any, associated with pending claims,  management of the
Company is of the opinion that the aggregate  amount of any such  liability will
not have a material adverse effect on the financial position of the Company.




<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit 27.  Financial Data Schedule

(b)  Reports on Form 8-K

     None.


<PAGE>


                                   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.

                          INSITUFORM EAST, INCORPORATED
                                  (Registrant)


Date  May 13, 1998                                       /s/ Robert W.  Erikson
      ------------                                       ----------------------
                                                         Robert W. Erikson
                                                         President



Date  May 13, 1998                                       /s/ Raymond T.  Verrey
      ------------                                       ----------------------
                                                         Raymond T. Verrey
                                                         Chief Financial Officer


<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
     THE SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
COMPANY'S  UNAUDITED  BALANCE  SHEET AS OF MARCH  31,  1998,  AND THE  COMPANY'S
UNAUDITED  STATEMENT OF OPERATIONS  FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND
IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO  SUCH  FINANCIAL  STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         795,375
<SECURITIES>                                         0
<RECEIVABLES>                                5,705,161
<ALLOWANCES>                                         0
<INVENTORY>                                  1,423,351
<CURRENT-ASSETS>                             9,561,572
<PP&E>                                      25,224,388
<DEPRECIATION>                              14,029,558
<TOTAL-ASSETS>                              20,817,402
<CURRENT-LIABILITIES>                        2,278,130
<BONDS>                                              0
<COMMON>                                       187,390
                                0
                                          0
<OTHER-SE>                                  15,429,554
<TOTAL-LIABILITY-AND-EQUITY>                20,817,402
<SALES>                                     18,783,253
<TOTAL-REVENUES>                            18,783,253
<CGS>                                       16,254,863
<TOTAL-COSTS>                               16,254,863
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              65,253
<INCOME-PRETAX>                               (190,850)
<INCOME-TAX>                                   (74,000)
<INCOME-CONTINUING>                           (116,850)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (116,850)
<EPS-PRIMARY>                                    (0.03)
<EPS-DILUTED>                                    (0.03)
        

</TABLE>


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