INSITUFORM EAST INC
10-Q, 1998-11-12
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:                          September 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:  0-10800

                          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 November 2, 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 Ended September 30, 1998 and 1997 (Unaudited)        3

          Condensed Consolidated Balance Sheets
          September 30, 1998 and June 30, 1998 (Unaudited)                  4

          Condensed Consolidated Statements of Cash Flows
          Three Months Ended September 30, 1998 and 1997 (Unaudited)        5

          Notes to Condensed Consolidated Financial Statements (Unaudited)  6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               8

Item 3.   Quantitative and Qualitative Disclosures About Market Risk        11

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                 11

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



<PAGE>


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

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

                                                                     Three Months Ended
                                                                      September 30,
                                                             ------------------------------------
                                                                 1998                     1997
                                                             -----------               ----------

<S>                                                          <C>                       <C>       
Sales                                                        $6,047,942                $9,148,285
                                                             ----------                ----------

Costs and Expenses:
 Cost of sales                                                5,050,451                 6,370,077
 Selling, general and administrative                          1,039,826                 1,328,540
                                                             ----------                ----------
    Total Costs and Expenses                                  6,090,277                 7,698,617
                                                             ----------                ----------

Earnings (Loss) from Operations                                 (42,335)                1,449,668

Investment Income                                                24,740                    18,454
Interest Expense                                                (12,705)                  (33,883)
Other Income                                                     55,605                    62,627
                                                             ----------                ----------

Earnings Before Income Taxes
 and Non-owned Interests                                         25,305                 1,496,866

Non-owned Interests in Pretax Loss
  of Midsouth Partners                                           61,623                   157,146
                                                             ----------                ----------

Earnings Before Income Taxes                                     86,928                 1,654,012

Provision for Income Taxes                                       34,000                   645,000
                                                             ----------                ----------

Net Earnings                                                $    52,928                $1,009,012
                                                            ===========                ==========

Basic Earnings Per Share                                    $      0.01                $     0.23
                                                            ===========                ==========

Diluted Earnings Per Share                                  $      0.01                $     0.23
                                                            ===========                ==========



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



<PAGE>

<TABLE>
<CAPTION>

                          INSITUFORM EAST, INCORPORATED
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                                             September 30,      June 30,
                                                                                 1998             1998
                                                                             ------------     ------------ 
                                     ASSETS
Current Assets:
<S>                                                                           <C>             <C>         
   Cash and cash equivalents                                                  $ 1,381,541      $ 2,148,511
   Accounts receivable - net of allowance
     for doubtful accounts of $0                                                6,182,492        5,180,022
   Inventories - raw materials                                                  1,372,576        1,381,861
   Prepaid and refundable income taxes                                            664,007          671,565
   Prepaid expenses                                                               341,502          401,659
                                                                              -----------       ----------
     Total Current Assets                                                       9,942,118        9,783,618

Property, Plant and Equipment - at cost less accumulated
   depreciation of $14,554,899 and $14,105,020                                 11,022,755       11,108,691
Cash Surrender Value of SERP Life Insurance                                        80,299                0
Other Assets                                                                       58,000           60,000
                                                                              -----------       ----------
     Total Assets                                                             $21,103,172      $20,952,309
                                                                              ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Partner loans to Midsouth Partners                                         $   250,000      $   250,000
   Accounts payable                                                             1,076,702        1,120,910
   Accrued compensation and related expenses                                    1,470,008        1,398,806
   Income taxes payable                                                            37,196           27,196
   Current portion of capital lease obligations                                    36,390           34,621
                                                                              -----------      -----------
     Total Current Liabilities                                                  2,870,296        2,831,533

Deferred Income Taxes                                                           1,019,000          915,000
Long-Term Capital Lease Obligations                                                95,052          104,829
Accrued SERP Liability                                                             26,572                0
                                                                              -----------      -----------
     Total Liabilities                                                          4,010,920        3,851,362
                                                                              -----------      -----------

Non-owned Interests in Consolidated Subsidiary                                  1,637,437        1,699,060
                                                                              -----------      -----------

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                                                           12,456,614       12,403,686
                                                                              -----------      -----------
                                                                               16,644,428       16,591,500
   Less cost of 327,897 shares of common stock in treasury                      1,189,613        1,189,613
                                                                              -----------      -----------
       Total Stockholders' Equity                                              15,454,815       15,401,887
                                                                              -----------      -----------
       Total Liabilities and Stockholders' Equity                             $21,103,172      $20,952,309
                                                                              ===========      ===========

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


<PAGE>

<TABLE>
<CAPTION>

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

                                                                                   Three Months Ended
                                                                                       September 30,
                                                                           ----------------------------------
                                                                                1998                 1997
                                                                           -------------        -------------

Cash Flows from Operating Activities:
<S>                                                                        <C>                  <C>         
   Net earnings                                                            $   52,928           $1,009,012
   Adjustments for noncash items included in net earnings:
     Depreciation and amortization                                            485,971              507,476
     Deferred income taxes                                                    104,000              (35,000)
     Non-owned interests in loss of consolidated subsidiary                   (61,623)            (157,146)
     Accrued SERP liability                                                    26,572                    0
   Changes in assets and liabilities:
     Receivables                                                           (1,002,470)          (3,481,577)
     Inventories                                                                9,285             (240,231)
     Other current assets                                                      67,715               24,111
     Payables and accruals                                                     36,994            1,789,442
                                                                          -----------          -----------
Net cash used in operating activities                                        (280,628)            (583,913)
                                                                          -----------          -----------

Cash Flows from Investing Activities:
   Capital expenditures, net                                                 (398,035)            (472,358)
   Increase in cash surrender value of SERP life insurance                    (80,299)                   0
                                                                          -----------          -----------
Net cash used in investing activities                                        (478,334)            (472,358)
                                                                          -----------          -----------

Cash Flows from Financing Activities:
   Dividends paid                                                                   0             (261,412)
   Proceeds from bank line of credit advances                                       0            1,800,000
   Repayment of line of credit advances to bank                                     0           (1,200,000)
   Proceeds from line of credit advances from CERBCO, Inc.                          0              600,000
   Principal payments under capital lease obligations                          (8,008)              (6,616)
                                                                          -----------          -----------
Net cash provided by (used in) financing activities                            (8,008)             931,972
                                                                          -----------          -----------

Net decrease in cash and cash equivalents                                    (766,970)            (124,299)
Cash and cash equivalents at beginning of period                            2,148,511            2,071,852
                                                                          -----------          -----------
Cash and cash equivalents at end of period                                $ 1,381,541          $ 1,947,553
                                                                          ===========          ===========

Supplemental disclosure of cash flow information:
   Interest paid                                                          $    12,705          $    32,466
   Income taxes paid (refunded)                                           $   (87,598)         $    15,230


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 September  30, 1998,  the
Condensed  Consolidated  Statements  of  Operations  for the three  months ended
September 30, 1998 and 1997, and the Condensed  Consolidated  Statements of Cash
Flows for the three months ended  September 30, 1998 and 1997 have been prepared
by the Company  without audit.  The Condensed  Consolidated  Balance Sheet as of
June 30, 1998  (unaudited)  has been  derived from the  Company's  June 30, 1998
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 September 30,
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, 1998 audited  financial  statements.
The  results of  operations  for the period  ended  September  30,  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.   Computation of Net Earnings Per Share

     Basic  earnings  per share was  computed  by dividing  net  earnings 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 per share for
the three months ended September 30, 1998 and 1997.

     Diluted  earnings  per share was  computed by dividing  net earnings 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 and 4,359,817  were used in computing  diluted  earnings per share for
the three months ended September 30, 1998 and 1997, respectively.

4.       Segment Reporting Information

         During the year ended June 30, 1998, the Company adopted the disclosure
requirements of Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise  and Related  Information  ("SFAS No. 131").  In
accordance  with the provisions of SFAS No. 131, the Company has determined that
its operating  activities  consist of two  reportable  operating  segments,  (i)
Insituform  East,  Incorporated  and its  wholly-owned  subsidiary  corporations
(collectively, "East") and, (ii) its majority-controlled subsidiary partnership,
Midsouth  Partners.  Although both reportable  operating  segments are primarily
engaged in the business of rehabilitating  underground sewers and other conduits
using the Insituform process,  rehabilitation services are generally provided to
customers in separate licensed  geographic  territories.  Financial  Information
about the Company's reportable operating segments is as follows:


<PAGE>



<TABLE>
<CAPTION>
                           Financial Information about
                          Reportable Operating Segments

                                                                                     Three Months Ended
                                                                                       September 30,
                                                                         -------------------------------------------
                                                                                  1998                      1997
                                                                         -------------------------------------------

SALES TO UNAFFILIATED CUSTOMERS:
     Insituform East, Incorporated and
        wholly-owned subsidiaries
<S>                                                                          <C>                       <C>         
        (collectively, "East")                                               $  4,170,767              $  7,751,523
     Midsouth Partners                                                          1,877,175                 1,396,762
                                                                             ------------              ------------

                 Total Sales to Unaffiliated Companies                       $  6,047,942              $  9,148,285
                                                                             ============              ============

RECONCILIATION OF SALES BY SEGMENT
   Total Sales
     East                                                                    $  4,228,820              $  7,786,762
     Midsouth Partners                                                          1,877,175                 1,410,799
   Less:  Intersegment Sales
     East to Midsouth Partners                                                    (58,053)                  (35,239)
     Midsouth Partners to East                                                         (0)                  (14,037)
                                                                             ------------              ------------
                                                                                    
                 Total Sales to Unaffiliated Customers                       $  6,047,942              $  9,148,285
                                                                             ============              ============

RECONCILIATION OF EARNINGS (LOSS)
   BEFORE INCOME TAXES, CREDIT
   (PROVISION) FOR INCOME TAXES AND
   NET EARNINGS (LOSS) BY SEGMENT

     East
        Earnings (Loss) Before Income Taxes                                  $    132,476              $ 1,770,163
        Credit (Provision) for Income Taxes                                       (52,000)                (690,000)
                                                                             ------------              -----------
        Net Earnings (Loss)                                                  $     80,476              $ 1,080,163
                                                                             ============              ===========


     Midsouth Partners
        Earnings (Loss) Before Income Taxes                                  $    (45,548)             $  (116,151)
        Credit (Provision) for Income Taxes                                        18,000                   45,000
                                                                             ------------              -----------
        Net Earnings (Loss)                                                  $    (27,548)             $   (71,151)
                                                                             ============              ===========

     Consolidated Total
        Earnings Before Income Taxes                                         $     86,928              $ 1,654,012
        Provision for Income Taxes                                                (34,000)                (645,000)
                                                                             ------------              -----------
        Net Earnings                                                         $     52,928              $ 1,009,012
                                                                             ============              ===========
</TABLE>




<PAGE>


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


Overview and Outlook

     The Company reported consolidated net earnings of $52,928 ($0.01 per share)
on sales of $6.0  million for the first  quarter of fiscal 1999 ended  September
30, 1998. The Company  recognized  record net earnings of $1,009,012  ($0.23 per
share) on record  sales of $9.1  million  for the first  quarter of fiscal  1998
ended  September 30, 1997. The Company  attributed  its modestly  positive first
quarter fiscal 1999 results to a favorable mix,  despite  deficient  volume,  of
work  available to the  Company's  East  operating  segment  (consisting  of the
Company's   Landover,   Maryland   based   operations   and   its   wholly-owned
subsidiaries).  The Company  attributed  its historic  first quarter fiscal 1998
earnings to an exceptional  volume of sales revenue recognized during the period
from the installation phase of a nearly year long $4.7 million project performed
for the owners of the Perry  Nuclear  Power Plant in Perry,  Ohio and  installed
between  mid-September  and early October,  1997 by the Company's East operating
segment. The Company experienced  contributory losses from its Midsouth Partners
operating segment during the first quarter of fiscal 1999 and 1998.

     With  respect to  forward-looking  information,  and while  there can be no
assurances  regarding the Company's future operating  performance,  based on the
volume  and mix of the  Company's  present  and  expected  workable  backlog  of
customer  orders,  the  Company  presently  anticipates  that a  combination  of
additional  sales at normal  margins  and  increased  production  levels will be
required to sustain positive  operating  results through the remainder of fiscal
1999.

     The  Company's  total  backlog  value  of all  uncompleted  and  multi-year
contract  awards was  approximately  $23.2  million  at  September  30,  1998 as
compared to $24.9 million at September  30, 1997.  The  twelve-month  backlog at
September 30, 1998 was  approximately  $9.8 million as compared to $11.3 million
at September 30, 1997. The total backlog value of all uncompleted and multi-year
contracts  at  September  30, 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.

     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  limited
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" to "best value"  evaluations  when
buying  sophisticated  processes  and  technologies.  In the  face  of  mounting
technical failures from awards based upon lowest price,  municipalities also are
expected  over time to  reevaluate  simple low bid award  criteria - in favor of
"best value"  award  criteria - when  procuring  trenchless  technology  for the
rehabilitation of older pipelines. 


Results of Operations

Three Months Ended September 30, 1998 Compared with Three Months Ended September
30, 1997

         The Company recognized  consolidated net earnings of $52,928 ($0.01 per
share) on sales of $6.0  million  for the first  quarter  of fiscal  1999  ended
September 30, 1998 as compared to consolidated net earnings of $1,009,012 ($0.23
per share) on sales of $9.1  million for the first  quarter of fiscal 1998 ended
September 30, 1997.  The Company's  modestly  positive first quarter fiscal 1999
results were due primarily to a favorable mix, despite deficient volume, of work
available to the Company's East operating  segment.  The Company's  record first
quarter fiscal 1998  operating  results were primarily a result of a significant
contribution to both sales and earnings from the $4.7 million project  performed
by the  Company's  East  operating  segment at the Perry  Nuclear Power Plant in
Perry,   Ohio.   The   Company   experienced   contributory   losses   from  its
majority-controlled Midsouth Partners operating segment during the first quarter
of fiscal 1999 and 1998.

         Sales  decreased  $3.1  million  (34%) from $9.1  million for the three
months  ended  September  30, 1997 to $6.0  million for the three  months  ended
September 30, 1998.  Comparable period sales for East decreased 46% primarily as
a result of significant  revenues from the Perry Nuclear  project  recognized in
the first quarter of fiscal 1998.  Comparable period sales for Midsouth Partners
increased  34%  primarily as a result of  increased  production  capacity.  As a
result,  Midsouth  Partners  sales as a percentage of total  consolidated  sales
increased  from 15% for the first  quarter  of fiscal  1998 to 31% for the first
quarter of fiscal 1999.

         Cost of sales  decreased  21% in the first  quarter  of fiscal  1999 as
compared to the first  quarter of fiscal  1998.  As a result,  gross profit as a
percentage of sales  decreased from 30% of sales for the first quarter of fiscal
1998 to 16% of sales for the first quarter of fiscal 1999. The decrease in gross
profit as a percentage  of sales is due  primarily to  absorption  of semi-fixed
costs over lower sales volume  during the first quarter of fiscal 1999 and, to a
lesser  extent,  to  increased  Midsouth  Partners  sales at margins  lower than
margins recognized from East sales.

         Selling,  general and administrative  expenses decreased $288,714 (22%)
for the first  quarter of fiscal 1999 as compared to the first quarter of fiscal
1998,  primarily as a result of reduced  costs to support  decreased  production
activities.


Financial Condition

         During the three months  ended  September  30,  1998,  the Company used
$280,628  in cash in  operating  activities,  due  primarily  to a $1.0  million
increase in Accounts  Receivable that more than offset the impact of $486,000 in
Depreciation  and  Amortization  expense  included in net earnings  that did not
require the outlay of cash. The increase in Accounts Receivable is due primarily
to a $940,000 increase in sales from the three months ended June 30, 1998 to the
three months ended September 30, 1998.

         During the first three  months of fiscal  1999,  the  Company  expended
$398,035 for equipment  purchases and other capital  improvements.  Although the
Company  experienced  a $767,000  decrease in cash  during the first  quarter of
fiscal 1999,  the Company's  financial  liquidity  remained  strong with working
capital of $7.1 million and a current ratio of 3.46 at September 30, 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.


<PAGE>


Year 2000 Issues

         The inability of present  computerized  systems to process dates beyond
December 31, 1999 and the potential  impact on businesses and governments in the
future are generally referred to as "Year 2000 Issues."

         The Company has implemented plans to address Year 2000 issues.  Primary
areas of  focus  include  the  Company's  information  technology  systems,  the
Company's  non-information  technology  systems,  the Year 2000 readiness of the
Company's  vendors and  suppliers  and the Year 2000  readiness of the Company's
major  customers.  Because the Company's  primary  products and services neither
include nor rely upon computerized  components,  the Company believes that there
are no additional  contingencies  associated  with actual or implied  warranties
related to its products and services resulting from Year 2000 issues.

         With  respect to the  Company's  information  technology  systems,  the
Company's  primary  accounting and  information  processing  system is Year 2000
compliant and will recognize years 2000 through 2029 in the proper century.  The
Company's preliminary assessment of supporting information systems is that these
systems  either are Year 2000  compliant,  can be  modified  to become Year 2000
compliant,  or  should  not have a  significant  impact on  either  the  primary
accounting and information system or the Company's  operating  activities should
non-compliant systems not be properly modified.

         With respect to the Company's  non-information  technology systems, the
Company is still in the preliminary  assessment  stage. The Company is dependent
on  information  from vendors and  suppliers in assessing and  evaluating  these
systems. As potential Year 2000 issues are identified,  implementation plans are
developed and  executed.  The Company has  completed  corrective  action for its
office  telephone  system and initiated  corrective  action for its headquarters
facility  security  system,  two systems that were  identified as not being Year
2000 compliant.

         With respect to the Company's suppliers and customers,  the Company has
initiated  preliminary  correspondence  with  selected  critical  suppliers  and
customers.  Responses  received to date indicate that  responding  suppliers and
customers  either are  currently  Year 2000  compliant or expect to be Year 2000
compliant by December 31, 1999. Prior to December 31, 1998, the Company plans to
seek to  obtain  responses  from  suppliers  and  customers  who have not as yet
responded  to  inquiries  and  develop a plan to monitor  and  assess  Year 2000
readiness from respondents not as yet Year 2000 compliant.

         The Company currently  estimates that the cost of implementing its Year
2000  Plan will not  exceed  $200,000.  This  preliminary  estimate  is based on
presently available information and will be updated as the Company continues its
assessment and proceeds with implementation.  Specifically,  this estimate would
change if, after  receipt of  information  from key  suppliers or  customers,  a
formal contingency plan required development and implementation. The Company has
incurred $12,000 in implementation costs through September 30, 1998.

         There can be no assurances  that the  Company's  Year 2000 Plan will be
successful.  The Company is  dependent  on vendors to identify  and correct Year
2000 issues related to the Company's  utilities and equipment using computerized
components.  In  addition,  if key  vendors  fail to provide  the  Company  with
materials  critical to its operations,  or with sufficient  electrical  power or
other utilities,  or if transportation of the Company's  personnel and equipment
is seriously  impeded;  then any such failure or impedance could have a material
adverse effect on the  operational  performance  and financial  condition of the
Company.

         In  addition,  if major  municipal,  industrial  or Federal  government
customers are seriously  affected,  directly or indirectly,  by Year 2000 issues
such that pipeline  rehabilitation  programs are delayed or abandoned,  this too
could  have a  material  adverse  effect  on  the  operational  performance  and
financial condition of the Company.

         The Company has not yet established a contingency  plan, but intends to
formulate one prior to June 30, 1999, based primarily on potential  actions that
would be required if key vendors or customers  are unable to address and resolve
Year 2000 Issues that would directly or indirectly  impact the Company's ability
to conduct normal business operations in the year 2000 and beyond.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         As  previously  reported,  on June 30,  1998,  Inliner  U.S.A.  and CAT
Contracting,  Inc. (collectively,  "Plaintiffs") filed an antitrust suit against
Insituform Technologies, Inc. ("ITI"), Insituform East, Inc. and Insituform Gulf
South, 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), Insituform Gulf South, Inc. and the
Company of Sections 1 and 2 of the Sherman Act, Section 2 of the Clayton Act, as
amended by the  Robinson-Patman  Act, Section 43(a) of the Lanham Act,  business
disparagement,  tortious  interference  with contracts and prospective  business
relationships,   and  unfair  competition.   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.  Plaintiffs'
allegations were consistent with the allegations  contained in the Third Amended
Complaint of earlier litigation initiated October 23, 1996 and dismissed without
prejudice on June 18, 1998.

         The  Company  believes  it has strong  defenses  to, and is  vigorously
contesting,  the suit. On August 17, 1998,  the Company filed its answer denying
plaintiffs'  claims and a motion to dismiss this  action.  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.

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  November 12, 1998                                  /s/ Robert W.  Erikson
      -----------------                                  ----------------------
                                                         Robert W. Erikson
                                                         President



Date November 12, 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 SEPTEMBER 30, 1998,  AND THE COMPANY'S  UNAUDITED
STATEMENT OF  OPERATIONS  FOR THE THREE MONTHS ENDED  SEPTEMBER  30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-END>                               SEP-30-1998
<CASH>                                       1,381,541
<SECURITIES>                                         0
<RECEIVABLES>                                6,182,492
<ALLOWANCES>                                         0
<INVENTORY>                                  1,372,576
<CURRENT-ASSETS>                             9,942,118
<PP&E>                                      25,577,654
<DEPRECIATION>                              14,554,899
<TOTAL-ASSETS>                              21,103,172
<CURRENT-LIABILITIES>                        2,870,296
<BONDS>                                              0
<COMMON>                                       187,390
                                0
                                          0
<OTHER-SE>                                  15,267,425
<TOTAL-LIABILITY-AND-EQUITY>                21,103,172
<SALES>                                      6,047,942
<TOTAL-REVENUES>                             6,047,942
<CGS>                                        5,050,451
<TOTAL-COSTS>                                5,050,451
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,705
<INCOME-PRETAX>                                 86,928
<INCOME-TAX>                                    34,000
<INCOME-CONTINUING>                             52,928
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    52,928
<EPS-PRIMARY>                                     0.01
<EPS-DILUTED>                                     0.01
        

</TABLE>


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