<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 0-12362
Berger Holdings, Ltd.
-------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-2160077
-------------------------------------------------------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
805 Pennsylvania Boulevard, Feasterville, Pa 19053
---------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 355-1200
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 ninety days.
YES X NO
----- -----
Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES X NO
----- -----
As of November 12, 1999, the Registrant had outstanding 5,407,515 shares
of its common stock, par value $0.01 per share (the "Common Stock").
<PAGE>
BERGER HOLDINGS, LTD.
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance
Sheets at September 30, 1999 and
December 31, 1998 3
Condensed Consolidated Statements of
Operations for the three-month periods
ended September 30, 1999 and 1998 5
Condensed Consolidated Statements of
Operations for the nine-month periods
ended September 30, 1999 and 1998 6
Condensed Consolidated Statements
of Cash Flows for the nine month periods
ended September 30, 1999 and 1998 7
Notes to Condensed Consolidated
Financial Statements 8
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
-2-
<PAGE>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS September 30, December 31,
1999 1998
(unaudited) (audited)
------------- ------------
<S> <C> <C>
Current assets
Cash $ 163,902 $ 149,885
Trade accounts receivable, net of
allowance for doubtful accounts of
$30,000 in 1999 & 1998 4,843,862 3,928,858
Inventories 7,380,526 6,552,420
Prepaid and other assets 292,390 283,744
Deferred income taxes 484,000 484,000
----------- -----------
Total current assets 13,164,680 11,398,907
Property and equipment, net 10,857,826 9,789,015
Deferred income taxes 1,354,662 1,731,201
Other assets, net 3,484,909 4,342,283
Goodwill, net 6,809,570 7,325,798
----------- -----------
Total assets $35,671,647 $34,587,204
=========== ===========
</TABLE>
-3-
<PAGE>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY September 30, December 31,
1999 1998
(unaudited) (audited)
------------- ------------
<S> <C> <C>
Current liabilities
Current maturities of long term debt $ 1,365,171 $ 2,062,286
Accounts payable 2,769,846 960,953
Accrued expenses 1,508,791 1,141,933
----------- -----------
Total current liabilities 5,643,808 4,165,172
Long term debt 17,791,741 14,560,307
Redeemable common stock, 125,000 shares 500,000 500,000
Commitments and contingencies - -
Stockholders' equity
Series A convertible preferred stock, $.01 par value
$4,000,000 liquidation value in 1998
Authorized 5,000,000 shares
Issued and outstanding 40,000 shares in 1998 - 400
Common stock $.01 par value
Authorized 20,000,000 shares
Issued and outstanding
5,407,515 shares in 1999
5,301,330 shares in 1998 54,075 53,013
Additional paid-in-capital 17,118,927 21,114,214
Deficit (4,653,855) (5,322,986)
Less 102,300 common shares of treasury
stock at cost (300,133) -
----------- -----------
12,219,014 15,844,641
Less common stock subscribed (482,916) (482,916)
----------- -----------
Total stockholders' equity (Note 4) 11,736,098 15,361,725
----------- -----------
Total liabilities and stockholders' equity $35,671,647 $34,587,204
=========== ===========
</TABLE>
-4-
<PAGE>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended September 30,
1999 1998
(unaudited) (unaudited)
------------ ------------
<S> <C> <C>
Net sales $10,786,635 $10,273,223
Cost of sales 8,658,211 8,146,481
----------- -----------
Gross profit 2,128,424 2,126,742
Selling, general and administrative expenses 1,339,617 1,150,559
----------- -----------
Income from operations 788,807 976,183
Other (expense) income
Interest expense (459,797) (317,610)
Interest income -- 3,097
----------- -----------
(459,797) (314,513)
----------- -----------
Income before provision for income tax
and preferred stock dividend 329,010 661,670
Provision for income tax 118,443 67,113
----------- -----------
Income before preferred stock dividend 210,567 594,557
Preferred stock dividend - 100,000
----------- -----------
Net income available to common stockholders $ 210,567 $ 494,557
=========== ===========
Basic earnings per share $0.04 $0.09
=========== ===========
Weighted average common shares outstanding 5,468,357 5,370,548
=========== ===========
Diluted earnings per share $0.04 $0.08
=========== ===========
Weighted average common shares outstanding 5,468,357 5,370,548
Add: effect of vested and non-vested dilutive securities 1,048,576 1,178,572
Add: effect of convertible debt and preferred stock 941,177 941,177
----------- -----------
Diluted weighted average common shares outstanding 7,458,110 7,490,297
=========== ===========
</TABLE>
-5-
<PAGE>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998
(unaudited) (unaudited)
------------ ------------
<S> <C> <C>
Net sales $30,085,765 $27,027,002
Cost of sales 23,770,417 21,716,761
----------- -----------
Gross profit 6,315,348 5,310,241
Selling, general and administrative expenses 3,882,506 3,325,927
----------- -----------
Income from operations 2,432,842 1,984,314
Other (expense) income
Interest expense (1,395,189) (946,755)
Interest income 8,016 5,022
Proceeds from insurance recovery - 118,701
----------- -----------
(1,387,173) (823,032)
----------- -----------
Income before provision for income tax
and preferred stock dividend 1,045,669 1,161,282
Provision for income tax 376,539 67,113
----------- -----------
Income before preferred stock dividend 669,130 1,094,169
----------- -----------
Preferred stock dividend - 300,000
----------- -----------
Net income available to common stockholders $ 669,130 $ 794,169
=========== ===========
Basic earnings per share $0.12 $0.15
=========== ===========
Weighted average common shares outstanding 5,500,386 5,365,239
=========== ===========
Diluted earnings per share $0.11 $0.14
=========== ===========
Weighted average common shares outstanding 5,500,386 5,365,239
Add: effect of vested and non-vested dilutive securities 1,067,686 1,325,716
Add: effect of convertible debt and preferred stock 941,177 941,177
----------- -----------
Diluted weighted average common shares outstanding 7,509,249 7,632,132
=========== ===========
</TABLE>
-6-
<PAGE>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998
(unaudited) (unaudited)
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 669,130 $ 1,094,169
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 1,432,877 1,205,639
Decrease in accounts receivable allowance - (13,000)
Change in operating assets and liabilities, excluding acquisitions
Accounts receivable (915,004) (2,627,410)
Inventories (828,106) (928,461)
Other assets 128,457 (344,562)
Accounts payable 1,808,893 1,500,426
Accrued expenses 366,858 918,437
----------- ------------
Net cash provided by operating activities 2,663,105 805,238
----------- ------------
Cash flows from investing activities
Acquisition of companies, net of cash acquired - (10,000,000)
Acquisition of property and equipment (888,648) (2,091,649)
----------- ------------
Net cash used in investing activities (888,648) (12,091,649)
----------- ------------
Cash flows from financing activities
Dividends paid - (300,000)
Net proceeds (repayment) working capital line 73,929 3,630,572
Net proceeds (repayment) equipment term loan (398,997) 452,668
Proceeds from long term debt 116,161 1,986,100
Loan and mortgage repayments (1,256,775) (83,936)
Net proceeds from issuance of stock 5,375 1,469,050
Proceeds from stock subscribed - 25,000
Repurchase of common stock (300,133) -
----------- ------------
Net cash provided by (used in) financing activities (1,760,440) 7,179,454
----------- ------------
Net increase (decrease) in cash 14,017 (4,106,957)
Cash, beginning of period 149,885 4,411,347
----------- ------------
Cash, end of period $ 163,902 $ 304,390
=========== ============
Supplemental disclosure of cash flow information
Cash paid during the period for interest $ 1,395,189 $ 946,755
=========== ============
</TABLE>
-7-
<PAGE>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
solely of normal recurring accruals) considered necessary for a fair
presentation have been included.
The financial statements include the accounts of the Company and its wholly
owned subsidiary, Berger Financial Corporation ("Financial") and Financial's
wholly owned subsidiary, Berger Bros Company. All intercompany transactions and
balances have been eliminated.
Note 2. Inventories:
Inventories are valued at the lower of cost or market. Cost is determined
using the first-in, first-out method ("FIFO").
Components of inventories at September 30, 1999 and December 31, 1998 consisted
of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---------------- ---------------
<S> <C> <C>
Raw materials net of provision $4,426,986 $3,805,194
Finished goods 2,791,525 2,624,451
Packaging material and supplies 162,015 122,775
---------------- --------------
Total inventories $7,380,526 $6,552,420
================ ==============
</TABLE>
Note 3. Income Taxes:
Consolidated income tax for the nine-month periods ended September 30, 1999
and 1998 result in an effective tax rate of 36% and 5.8%, respectively. The rate
of tax in relation to pre-tax income in 1999 is consistent with the year-end
effective rate prior to the change in the valuation allowance. The Company had
approximately $4,950,000 federal income tax net operating loss carryforward
available at September 30, 1999. The September 1998 income tax expense was
reduced by the utilization of approximately $360,000 of net operating loss
carryforward. During 1998 the Company determined that it is more likely than not
that the deferred tax assets will be recognized and reduced the remaining
valuation allowance.
-8-
<PAGE>
Note 4. Long Term Debt:
Effective as of January 1, 1999, 40,000 shares of the Company's Series A
Convertible Preferred Stock (the "Series A Preferred Stock") were exchanged for
$4,000,000 principal amount of 10% Subordinated Convertible Debentures due
December 31, 2003 ("10% debentures"). The 10% debentures are convertible at any
time into shares of the Company's common stock, $0.01 par value, at $4.25 a
share, or 23.53 shares of common stock for each $100 principal amount of 10%
debentures outstanding on the conversion date, subject to specified anti-
dilution adjustments.
Simultaneously with the conversion of the Series A Preferred Stock, the
Company extended the exercise date on 300,000 common stock warrants from January
2, 2003 to December 31, 2003; and extended the maturity date on its existing
12.25% subordinated debentures ("12.25% debenture") from January 2, 2003 to
December 31, 2003. The interest rate on $2,000,000 principal amount of the
12.25% debentures will increase on January 2, 2002 from 12.25% to 20%, such
increased rate to be effective until maturity. With respect to the remaining
$500,000 principal amount of the 12.25% debenture, the interest rate will
increase on January 2, 2002 from 12.25% to 19.25%, such increased rate to be
effective until January 2, 2003, on which date the interest rate on such portion
of the 12.25% debentures will decrease to 14%, effective until maturity. The
12.25% debentures are not convertible into common shares.
Note 5. Treasury Stock:
On May 18, 1999 the Company's Board of Directors authorized the repurchase of
up to 540,000 shares, or approximately 10%, of the Company's common stock. As of
September 30, 1999, the Company has repurchased 102,300 shares. The repurchases
will continue to be made from time to time through open market purchases or
privately negotiated transactions at the discretion of the Company. The amount
and timing of the repurchases will depend on market conditions and other
factors.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Results of Operations Three Months Ended
Sales for the three-month period ended September 30, 1999 (the "Current
Quarter") were $10,786,635, an increase of 5.0%, or $513,412, as compared to
$10,273,223 for the three month period ended September 30, 1998 (the "Comparable
Quarter"). This increase was primarily due to the acquisition of the assets of
Sheet Metal Manufacturing Co., Inc. (the "Sheet Metal Acquisition") on December
7, 1998. This is the seventh consecutive quarter in which the Company has posted
an increase in sales as compared to the comparable quarter of the prior year.
During the Current Quarter, the Company reported net income of $210,567 on net
sales of $10,786,635, as compared to net income of $494,557 on net sales of
$10,273,223 for the Comparable Quarter. The Current Quarter's net income was
adversely impacted by the severe drought, which occurred during the first two
months of the quarter, and by the hurricanes Dennis and Floyd, which occurred
during September. The Current Quarter's extreme weather factors have resulted in
a record sales level for the month of October.
Income from operations in the Current Quarter is $788,807 versus $976,183 in
the Comparable Quarter, a decrease of 19.2%, which primarily can be attributed
to the adverse weather conditions discussed above.
-9-
<PAGE>
Cost of sales were $8,658,211 in the Current Quarter as compared to $8,146,481
in the Comparable Quarter. As a percentage of net sales, cost of sales increased
to 80.3% in the Current Quarter from 79.3% in the Comparable Quarter. This
increase is attributable to the change in product sales mix generated by the
Sheet Metal Acquisition and increases in raw material costs for both copper and
aluminum.
Selling, general and administrative expenses were $1,339,617 in the Current
Quarter as compared to $1,150,559 in the Comparable Quarter. This increase in
expenses was primarily due to additional costs incurred to support the business
growth relating to the Sheet Metal Acquisition and adding the infrastructure for
future acquisitions. As a percentage of net sales, selling, general and
administrative expenses increased to 12.4% in the Current Quarter, compared to
11.2% in the Comparable Quarter.
Results of Operations Nine Months Ended
Sales for the nine-month period ended September 30, 1999 (the "Current Nine
Months") were $30,085,765, an increase of 11.3%, or $3,058,763, as compared to
$27,027,002 for the nine month period ended September 30, 1998 (the "Comparable
Nine Months"). This increase was primarily due to the Sheet Metal Acquisition.
Net income available to common shareholders for the Current Nine Months was
$669,130 as compared to $794,169 in the comparable Nine Months. Net income in
1999 was adversely impacted by the weather conditions during the third quarter,
while the net income for the Comparable Nine Months includes a one-time
insurance recovery of $118,701 in 1998.
Income from operations in the Current Nine Months was $2,432,842 versus
$1,984,314 in the Comparable Nine Months, an increase of 22.6%, which primarily
can be attributed to the accretive economies of scale realized by the Company
from prior acquisitions.
Cost of Sales were $23,770,417 in the Current Nine Months as compared to
$21,716,761 in the Comparable Nine Months. As a percentage of net sales, Cost of
Sales decreased to 79.0% in the Current Nine Months from 80.4% in the Comparable
Nine Months. This decrease is primarily attributable to the change in product
sales mix generated by the Sheet Metal Acquisition.
Selling, general and administrative expenses in the Current Nine Months were
$3,882,506, or 12.9% of sales, as compared to $3,325,927, or 12.3% of sales, in
the Comparable Nine Months. This increase in expenses was primarily due to
additional costs incurred to support the business growth relating to the Sheet
Metal Acquisition and building the infrastructure for future acquisitions.
Liquidity and Capital Resources
At September 30, 1999, the Company had long-term debt consisting of a working
capital and term loan of $8,167,230, 10% Convertible Debentures of $4,000,000,
12.25% Subordinated Debentures of $2,500,000, leases of $395,220 and a Mortgage
for $2,729,291 for a total of $17,791,741. See Note 4 to the Condensed
Consolidated Financial Statements (the "Financial Statements") included in the
preceding Item 1 of this Quarterly Report on Form 10-Q for a description of the
10% Convertible Debentures and the 12.25% Subordinated Debentures. As of such
date, the Company had indebtedness under its working capital loan from Summit
Bank, N.A. (the "Working Capital Loan") of $6,698,223. The Company has received
a commitment to extend the Working Capital Loan for an additional three years,
at a more favorable interest rate than its current rate of prime plus one half.
-10-
<PAGE>
At September 30, 1999, working capital was $7,520,872, resulting in a ratio
of current assets to current liabilities of 2.33 to 1, as compared to working
capital of $7,233,735 and a ratio of 2.74 to 1 at December 31, 1998. The change
is primarily due to the seasonal nature of the operations.
Current liabilities at September 30, 1999 totaled $5,643,808, consisting
primarily of $4,278,637 in accounts payable and accrued expenses and $1,365,171
in current maturities of long-term debt. At December 31, 1998, total current
liabilities were $4,165,172, consisting primarily of $2,102,886 in accounts
payable and accrued expenses and $2,062,286 in current maturities of long-term
debt. The increase in current liabilities is primarily due to the seasonal
growth in accounts receivable and inventory.
At September 30, 1999, the Company had shareholders' equity of $11,736,098, as
compared to $15,361,725 at December 31, 1998. This decrease is primarily
attributable to the conversion of 40,000 shares of Series A Preferred Stock into
$4,000,000 subordinated convertible debentures (see Note 4 to the Financial
Statements).
Cash provided by operating activities for the Current Nine Months was
$2,663,105 as compared to $805,238 in the Comparable Nine Months. This increase
is due to the additional cash flow provided by the sales created from the Sheet
Metal acquisition.
Net cash used in investing activities totaled $888,648 in the Current Nine
Months, as compared to $12,091,649 used in the Comparable Nine Months. This
difference is due to the acquisition of the roof drainage division of Benjamin
Obdyke, Inc. (the "Obdyke Acquisition") and the construction of new office space
in 1998.
Net cash used in financing activities was $1,760,440 in the Current Nine
Months, as compared to $7,179,454 provided in the Comparable Nine Months. This
difference is due to the financing required to complete the Obdyke Acquisition
in 1998 and the Company's ability to paydown debt by approximately $1,750,000 in
1999.
On May 18,1999 the Company's Board of Directors authorized the repurchase
of up to 540,000 shares, or approximately 10%, of the Company's common stock. As
of September 30, 1999, the Company has repurchased 102,300 shares. The
repurchases will continue to be made from time to time through open market
purchases or privately negotiated transactions at the discretion of the Company.
The amount and timing of the repurchases will depend on market conditions and
other factors.
The Company believes that its sources of financing are adequate for its
anticipated needs. The cost and terms of any future financing arrangements will
depend on the market conditions and the Company's financial position at that
time.
Certain persons who received shares of the Company's common stock in
connection with the Obdyke Acquisition may, by notice to the Company given
between January 3 and January 14, 2000, require the Company to purchase from
such persons up to 125,000 shares of the common stock for $4.00 per share,
payable in cash.
YEAR 2000 READINESS DISCLOSURE
The Company is aware of Year 2000 issues. Year 2000 issues relate to whether
computer hardware, software and equipment will properly recognize date sensitive
information referring to the Year 2000. Potential computer system and equipment
failures arising from years beginning with "20' rather than "19" are a known
risk.
-11-
<PAGE>
The Company has completed its program to remediate all of the Company's
significant computer systems that are not Year 2000 compliant. The program to
ensure its Year 2000 readiness includes the following: identifying all systems
which may not be Year 2000 compliant; correcting or replacing those systems
which are not Year 2000 ready; testing the new or corrected systems to make sure
they will operate according to Year 2000 requirements; and inquiring of vendors
and customers of the Company to assess their Year 2000 readiness. As of October
1, 1999, the Company has identified certain critical software and hardware
systems that need to be replaced or updated in order to be Year 2000 compliant
and has replaced such systems.
The Company has been inquiring of certain key suppliers and business partners
about their Year 2000 readiness. While no assurances can be given that key
suppliers and business partners will remedy their own Year 2000 issues, the
Company to date has not identified any material impact on its ability to
continue normal business operations with suppliers or other third parties who
fail to address the Year 2000 issue.
Actual costs associated with implementation of the Company's Year 2000 program
are not expected to be material to the Company's operations and financial
condition. Costs of approximately $350,000, primarily for software have been
incurred and capitalized.
The Company will continue to monitor and evaluate the impact of the Year 2000
issue on its operations. The Company will complete the final testing part of its
program by November 30, 1999. Assuming that this testing is completed
successfully, the Company does not believe that the Year 2000 issue will have a
material adverse effect on the Company.
New Accounting Pronouncements
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133 "Accounting for Derivative Instruments and Hedging Activities" (`SFAS 133").
This statement standardizes the accounting for derivative instruments by
requiring that an entity recognize those items as assets or liabilities in the
statement of financial position and measure them at fair value. The statement
was scheduled to be effective for fiscal years beginning after June 15, 1999. In
June 1999, the FASB issued Statement of Financial Accounting Standards No. 137
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133" (SFAS 137"). SFAS 137 delayed the
effective date of SFAS 133 for one year, to fiscal years beginning after June
15, 2000. The implementation of SFAS 133 is not expected to have a material
impact on the net earnings of the Company.
Forward-Looking Statements
With the exception of the reported actual results, the information presented
herein contains predictions, estimates and other forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, including without limitation, those
statements herein which are followed by an asterisk (*). Such forward looking
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results, performance and achievements of the Company to differ
materially from those expressed or implied by such forward-looking statements.
Although the Company believes its plans, intentions and expectations reflected
in such forward-looking statements are based on reasonable assumptions, it can
give no assurance that such plans, intentions, expectations, objects or goals
will be achieved. Important factors that could cause actual results to differ
materially from those included in the forward-looking statements include but are
not limited to: the timing of customer orders and product mix; pricing pressure
from customers; the level of backlog; market acceptance of new products; the
revenue; the inability of the Company to acquire several competitors; the
outcome of the Company's Year 2000 certification.
-12-
<PAGE>
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
For information regarding the company's exposure to certain market risks, see
Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998. There
have been no significant changes since December 31, 1998 in the Company's
portfolio of financial instruments or market risk exposures.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None.
Item 2 - Changes in Securities and Use of Proceeds.
None.
Item 3 - Defaults Upon Senior Securities.
None.
Item 4 - Submission of Matters to a Vote of Securities Holders.
None.
Item 5 - Other Information.
Not applicable.
Item 6 - Exhibits and Reports on Form 8-k.
None.
-13-
<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.
BERGER HOLDINGS, LTD.
BY:/s/ JOSEPH F. WEIDERMAN
---------------------------
Joseph F. Weiderman
President and
Chief Operating Officer
BY:/s/ FRANCIS E. WELLOCK, JR.
------------------------------
Francis E. Wellock, Jr.
Chief Financial Officer
Date: November 12, 1999
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 163,902
<SECURITIES> 0
<RECEIVABLES> 4,873,862
<ALLOWANCES> (30,000)
<INVENTORY> 7,380,526
<CURRENT-ASSETS> 13,164,680
<PP&E> 18,831,940
<DEPRECIATION> (7,974,117)
<TOTAL-ASSETS> 35,671,647
<CURRENT-LIABILITIES> 5,643,808
<BONDS> 0
0
0
<COMMON> 54,075
<OTHER-SE> 11,682,023
<TOTAL-LIABILITY-AND-EQUITY> 35,671,647
<SALES> 30,085,765
<TOTAL-REVENUES> 30,085,765
<CGS> 23,770,417
<TOTAL-COSTS> 23,770,417
<OTHER-EXPENSES> 3,882,506
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,395,189
<INCOME-PRETAX> 1,045,669
<INCOME-TAX> 376,539
<INCOME-CONTINUING> 669,130
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 669,130
<EPS-BASIC> .12
<EPS-DILUTED> .11
</TABLE>
