UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ x ] Quarterly report under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
--------------
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 1-10659
-------
ROBERTSON-CECO CORPORATION
- ----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3479146
---------------------------------- --------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
222 Berkeley Street, Boston, Massachusetts 02116
- ------------------------------------------ --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-424-5500
------------
Indicate by check mark whether 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
-------- --------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at May 1, 1996
- ----------------------------------- -------------------------------
Common Stock, par value $0.01 per 16,173,618
share
<PAGE>
ROBERTSON-CECO CORPORATION
Form 10-Q
---------
For Quarter Ended March 31, 1996
--------------------------------
INDEX
=====
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets --
March 31, 1996 and December 31, 1995. . . . . . . . . 3
Condensed Consolidated Statements of Operations
And Retained Earnings (Deficit) -- Three Months
Ended March 31, 1996 and 1995 . . . . . . . . . . . . 5
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 31, 1996 and 1995. . . . . . 7
Notes to Condensed Consolidated Financial
Statements. . . . . . . . . . . . . . . . . . . . . . 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . .13
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . .17
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . .17
Signatures. .. . . . . . . . . . . . . . . . . . . . . . . . . . .18
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . .19
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31
1996 1995
------------ -----------
<S> <C> <C>
-- ASSETS --
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . $ 8,942 $ 9,668
Restricted cash . . . . . . . . . . . . . - 209
Accounts and notes receivable, net. . . . 23,910 25,261
-------- --------
Inventories:
Work in process . . . . . . . . . . . . 5,642 4,880
Material and supplies . . . . . . . . . 7,143 8,608
-------- --------
Total inventories . . . . . . . . . . . 12,785 13,488
-------- --------
Businesses held for sale, net . . . . . . 4,000 4,000
Other current assets. . . . . . . . . . . 2,061 1,871
-------- --------
Total current assets. . . . . . . . . . 51,698 54,497
-------- --------
PROPERTY - at cost . . . . . . . . . . . . . 40,376 39,632
Less accumulated depreciation . . . . . . (18,204) (17,389)
-------- --------
Property, net . . . . . . . . . . . . . 22,172 22,243
-------- --------
EXCESS OF COST OVER NET ASSETS OF
ACQUIRED BUSINESSES - NET. . . . . . . . 27,232 27,439
-------- --------
OTHER NON-CURRENT ASSETS . . . . . . . . . . 4,792 4,300
-------- --------
TOTAL ASSETS . . . . . . . . . . . . . . $105,894 $108,479
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
-------------------------------------------------
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31
1996 1995
------------ -----------
<S> <C> <C>
-- LIABILITIES --
CURRENT LIABILITIES:
Accounts payable, principally trade . . . .$ 13,338 $ 18,085
Insurance liabilities . . . . . . . . . . . 8,865 8,243
Other accrued liabilities . . . . . . . . . 27,077 28,081
--------- ---------
Total current liabilities . . . . . . . . . 49,280 54,409
LONG-TERM DEBT, less current portion . . . . . 40,540 40,530
LONG-TERM INSURANCE LIABILITIES. . . . . . . . 9,371 10,744
LONG-TERM PENSION LIABILITIES. . . . . . . . . 8,511 6,907
RESERVES AND OTHER LIABILITIES . . . . . . . . 24,893 25,883
--------- ---------
TOTAL LIABILITIES. . . . . . . . . . . . . . . 132,595 138,473
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock, par value $0.01 per share . . 162 162
Capital surplus . . . . . . . . . . . . . . 172,309 172,350
Warrants. . . . . . . . . . . . . . . . . . 6,042 6,042
Retained earnings (deficit) . . . . . . . . (199,558) (202,820)
Excess of additional pension liability
over unrecognized prior service cost. . . (5,001) (5,001)
Deferred compensation . . . . . . . . . . . (325) (398)
Foreign currency translation
adjustments . . . . . . . . . . . . . . . (330) (329)
--------- ---------
Stockholders' equity (deficiency) . . . . (26,701) (29,994)
--------- ---------
TOTAL LIABILITIES AND STOCK-
HOLDERS' EQUITY (DEFICIENCY). . . . .$ 105,894 $ 108,479
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND RETAINED EARNINGS (DEFICIT)
------------------------------------------
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-------------------
1996 1995
-------- --------
<S> <C> <C>
NET REVENUES . . . . . . . . . . . . . . . . . . . $ 56,972 $ 60,927
-------- --------
COSTS AND EXPENSES:
Cost of sales. . . . . . . . . . . . . . . . . . 46,081 51,422
Selling, general and administrative. . . . . . . 6,791 7,439
-------- --------
Total . . . . . . . . . . . . . . . . . . . . 52,872 58,861
-------- --------
OPERATING INCOME . . . . . . . . . . . . . . . . . 4,100 2,066
-------- --------
OTHER INCOME (EXPENSE):
Interest expense . . . . . . . . . . . . . . . . (1,042) (1,093)
Other income (expense)-net . . . . . . . . . . . 229 205
-------- --------
Total . . . . . . . . . . . . . . . . . . . . (813) (888)
-------- --------
INCOME BEFORE PROVISION FOR TAXES ON INCOME. . . . 3,287 1,178
PROVISION FOR TAXES ON INCOME. . . . . . . . . . . 25 -
-------- --------
INCOME - CONTINUING OPERATIONS . . . . . . . . . . 3,262 1,178
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations . . . - (101)
Gain on sale of business segment . . . . . . . . - 3,450
-------- --------
Income from discontinued operations. . . . . . . . - 3,349
-------- --------
NET INCOME . . . . . . . . . . . . . . . . . . . . $ 3,262 $ 4,527
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND RETAINED EARNINGS (DEFICIT) (CONTINUED)
------------------------------------------------------
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------
1996 1995
-------- --------
<S> <C> <C>
RETAINED EARNINGS (DEFICIT)
AT BEGINNING OF PERIOD. . . . . . . . . . . . . . $(202,820) $(199,279)
NET INCOME . . . . . . . . . . . . . . . . . . . . 3,262 4,527
--------- ---------
RETAINED EARNINGS (DEFICIT)
AT END OF PERIOD. . . . . . . . . . . . . . . . . $(199,558) $(194,752)
========= =========
NET INCOME PER COMMON SHARE:
Continuing Operations. . . . . . . . . . . . . . $ .20 $ .07
Discontinued Operations. . . . . . . . . . . . . - .21
--------- ---------
NET INCOME . . . . . . . . . . . . . . . . . . . . $ .20 $ .28
========= =========
SHARES USED IN INCOME
PER SHARE CALCULATION . . . . . . . . . . . . . . 16,123 15,959
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-----------------------
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . $ 3,262 $ 4,527
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Depreciation and amortization . . . . . . . 1,133 1,018
Amortization of discount on debentures
and debt issuance costs . . . . . . . . . 319 309
Gain on sale of business segment. . . . . . - (3,450)
Provisions for:
Bad debts and losses on erection
contracts . . . . . . . . . . . . . . . 151 164
Rectification and other costs . . . . . . 258 471
Changes in assets and liabilities, net
of divestitures:
(Increase) decrease in accounts and
notes receivable. . . . . . . . . . . . 1,205 4,236
(Increase) decrease in inventories. . . . 705 (1,534)
(Increase) decrease in restricted cash. . 209 (5,507)
Increase (decrease) in accounts
payable, principally trade . . . . . . (4,746) (3,139)
Increase (decrease) in other current
liabilities . . . . . . . . . . . . . . (642) (1,546)
Net changes in other assets and
liabilities . . . . . . . . . . . . . . (1,771) (4,789)
-------- --------
Net cash provided by (used for) operating
activities. . . . . . . . . . . . . . . . 83 (9,240)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . (809) (1,161)
Proceeds from sales of property, plant
and equipment. . . . . . . . . . . . . . . . - 500
Proceeds from sales of businesses. . . . . . . - 8,000
-------- --------
Net cash provided by (used for)
investing activities. . . . . . . . . . . $ (809) $ 7,339
-------- --------
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
-----------------------------------------------------------
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (payments on) short-
term borrowings. . . . . . . . . . . . . . . $ - $ 446
Payments on long-term borrowings . . . . . . . - (108)
-------- --------
Net cash provided by (used for)
financing activities. . . . . . . . . . . - 338
-------- --------
Effect of foreign exchange rate changes
on cash . . . . . . . . . . . . . . . . . . - (57)
-------- --------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . (726) (1,620)
Cash and cash equivalents - beginning
of period . . . . . . . . . . . . . . . . 9,668 7,890
-------- --------
Cash and cash equivalents - end of
period. . . . . . . . . . . . . . . . . . $ 8,942 $ 6,270
======== ========
SUPPLEMENTAL CASH FLOW DATA:
Cash payments made for:
Interest. . . . . . . . . . . . . . . . . $ 433 $ 483
======== ========
Income taxes. . . . . . . . . . . . . . . $ - $ -
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
ROBERTSON-CECO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ----------------------------------------------------------------
1. BASIS OF PRESENTATION
---------------------
In the opinion of Robertson-Ceco Corporation (the
"Company"), the accompanying unaudited Condensed
Consolidated Financial Statements contain all adjustments
necessary to present fairly the financial position as of
March 31, 1996 and the results of operations and cash flows
for the periods presented. All adjustments recorded during
the period consisted of normal recurring adjustments. The
Condensed Consolidated Statement of Operations for the three
months ended March 31, 1995 has been reclassified to reflect
the sale of the Concrete Construction Group and the Building
Products Group as discontinued operations (Note 2).
Certain other previously reported amounts have been
reclassified to conform to the 1996 presentation.
2. DISPOSITIONS
------------
On March 3, 1995, the Company sold its Concrete Construction
business (the "Concrete Construction Group") to Ceco
Concrete Construction Corp., a newly formed company owned by
an entity controlled by the Company's Chief Executive
Officer. During the fourth quarter of 1995, the Company
decided to divest of its remaining Building Products
operations which are located in Australia, Northeast Asia
and Southeast Asia (the "Asia/Pacific Building Products
Operations") and in Canada (the "Canadian Building Products
Operations"). In connection with the decision to divest the
Asia/Pacific and Canadian Building Products Operations, the
Company recorded a charge of $19,455,000 in the fourth
quarter of 1995.
The decision to divest the Asia/Pacific and the Canadian
Building Products Operations represents the Company's
complete exit from the Building Products business. For
accounting purposes, the Concrete Construction Group and the
Building Products Group were each considered a separate
business segment. Accordingly, the Company's Consolidated
Statements of Operations have been reclassified to reflect
these businesses as discontinued operations. For purposes
of the December 31, 1995 and March 31, 1996 Consolidated
Balance Sheets, the assets and liabilities of the
Asia/Pacific and Canadian Building Products Operations are
netted and classified as assets held for sale - current.
The following table summarizes the revenues and
income/(losses) of the Company's businesses which have been
accounted for as discontinued operations.
<TABLE>
<CAPTION>
Three
Months Ended
March 31, 1995
--------------
(Thousands)
<S> <C>
Revenues
Building Products Group . . . . . . . . $ 8,792
Concrete Construction Group . . . . . . 11,088
--------
Total. . . . . . . . . . . . . . . . $ 19,880
========
Discontinued operations
Income (loss) from discontinued
operations
Building Products Group. . . . . . . $ (606)
Concrete Construction Group. . . . . 505
--------
Total. . . . . . . . . . . . . . . . $ (101)
========
Gain (loss) on sale/disposal of
business segment
Building Products Group . . . . . . . . $ -
Concrete Construction Group . . . . . . 3,450
--------
Total. . . . . . . . . . . . . . . . $ 3,450
========
</TABLE>
3. OTHER CURRENT LIABILITIES
-------------------------
Other current liabilities consisted of the following:
<TABLE>
<CAPTION>
March 31 December 31
1996 1995
------------ -----------
(Thousands)
<S> <C> <C>
Payroll, pension and related
benefits . . . . . . . . . . . . . $ 6,631 $10,378
Warranty and backcharge
reserves . . . . . . . . . . . . . 3,775 3,854
Deferred revenues . . . . . . . . . 2,746 1,450
Reserves for restructuring. . . . . 1,239 753
Accrued interest . . . . . . . . . 3,151 2,821
Other . . . . . . . . . . . . . . . 9,535 8,825
------- -------
Total . . . . . . . . . . . . . . . $27,077 $28,081
======= =======
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
-----------------------------
There are various proceedings pending against or involving
the Company which are ordinary or routine given the nature
of the Company's business. The Company has recorded a
liability related to litigation where it is both probable
that a loss has been incurred and the amount of the loss can
be reasonably estimated. While the outcome of the Company's
legal proceedings cannot at this time be predicted with
certainty, management does not expect that these matters
will have a material adverse effect on the consolidated
financial condition or results of operations of the Company.
The Company has been identified as a potentially responsible
party by various federal and state authorities for clean-up
at various waste disposal sites. While it is often extremely
difficult to reasonably quantify future environmental
related expenditures, the Company has engaged various third
parties to perform feasibility studies and assist in
estimating the cost of investigation and remediation. The
Company's policy is to accrue environmental and clean-up
related costs of a non-capital nature when it is both
probable that a liability has been incurred and the amount
can be reasonably estimated. Based upon currently available
information, including the reports of third parties,
management does not believe that the reasonably possible
loss in excess of the amounts accrued would be material to
the consolidated financial statements.
In connection with the settlement of a construction contract
dispute, on March 3, 1995 the Company entered into an
agreement which provides that (i) at least 30% of the
ownership of the common stock of the Company must be held
jointly by the current Chairman of the Company, who
currently controls approximately 34% of the outstanding
common stock and the current Chief Executive Officer and
Vice Chairman of the Company, who currently controls
approximately 27% of the outstanding common stock and (ii)
either or both must continue as chief executive officer
and/or chairman of the Company. In the event such common
stock ownership and executive officers are not maintained,
the Company will be required to make immediate payment of
the remaining unpaid settlement amount which was $5,750,000
at March 31, 1996, rather than the scheduled $250,000
quarterly payments.
At March 31, 1996, the Company had outstanding performance
and financial bonds of $18,246,000, which generally provide
a guarantee as to the Company's performance under contracts
and other commitments and are collateralized in part by
letters of credit which were issued under the Company's
credit facility. The outstanding bond amounts above include
approximately $15,228,000 of performance bonding related to
businesses which were previously sold or are pending
disposition (see Note 2).<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
Revenues for the first quarter of 1996 of $57.0 million decreased
$4.0 million or 6.5% from the first quarter of 1995. The
decrease in revenues is primarily the result of weather
conditions, which were more severe in the first quarter of 1996
than the same period in 1995, and a lower backlog of orders at
the beginning of 1996. The Company's gross margin percentage was
approximately 19.1% in the first quarter of 1996 compared to
15.6% in 1995. The increase in the Company's gross margin is due
to lower material costs, reduced costs associated with various
employee benefit plans and insurance programs and certain other
cost reduction initiatives which have been implemented by the
Company.
Selling, general and administrative expenses decreased by $.6
million in the first quarter of 1996 compared to the same quarter
of 1995. The reduction in selling, general and administrative
expenses reflects savings which have been realized by the Company
resulting from modifications made during 1995 to certain retiree
medical programs and defined benefit pension plans. The increase
in gross profit and reductions in selling, general and
administrative expenses resulted in operating income of $4.1
million during the first quarter of 1996, an increase of $2.0
million or 98.5% compared to the first quarter of 1995.
Interest expense for the quarter ended March 31, 1996 was $1.0
million compared to $1.1 million for the quarter ended March 31,
1995.
Other income (expense) - net for the first quarter of 1996 was
$.2 million compared to $.3 million during the first quarter of
1995.
Income from continuing operations was $3.3 million during the
first quarter of 1996 compared to $1.2 million during the same
period of 1995.
Net income during the three months ended March 31, 1996 was $3.3
million, compared with $4.5 million during the three months ended
March 31, 1995. Net income during the quarter ended March 31,
1995 includes losses from discontinued operations of $.1 million
and a gain on sale of business segment of $3.5 million (see Note
2 of Notes to Condensed Consolidated Financial Statements).
<PAGE>
Backlog of Orders
- -----------------
At March 31, 1996, the backlog of unfilled orders believed to be
firm for the Company's ongoing Metal Building Group was
approximately $72.8 million compared to a corresponding Metal
Building Group backlog of $73.3 million at March 31, 1995 and
$63.1 million at December 31, 1995.
Litigation
- ----------
There are various proceedings pending against or involving the
Company which are ordinary or routine given the nature of the
Company's business. The Company has recorded a liability related
to litigation where it is both probable that a loss has been
incurred and the amount of the loss can be reasonably estimated.
While the outcome of the Company's legal proceedings cannot at
this time be predicted with certainty, management does not expect
that these matters will have a material adverse effect on the
consolidated financial condition or results of operations of the
Company.
Environmental Matters
- ---------------------
The Company has been identified as a potentially responsible
party by various federal and state authorities for clean-up at
various waste disposal sites. While it is often extremely
difficult to reasonably quantify future environmental related
expenditures, the Company has engaged various third parties to
perform feasibility studies and assist in estimating the cost of
investigation and remediation. The Company's policy is to accrue
environmental and clean-up related costs of a non-capital nature
when it is both probable that a liability has been incurred and
the amount can be reasonably estimated. Based upon currently
available information, including the reports of third parties,
management does not believe that the reasonably possible loss in
excess of the amounts accrued would be material to the
consolidated financial statements.
Liquidity and Capital Resources
- -------------------------------
During the three months ended March 31, 1996, the Company
generated approximately $.1 million of cash from its operating
activities. On February 26, 1996, a letter of credit issued by
the Company in support of its former U.K. Subsidiary (the "U.K.
Letter of Credit") was drawn upon resulting in the Company having
to fund the face amount of the letter of credit, approximately
$1.9 million. Additionally, during the first quarter of 1996,
the Company contributed approximately $1.2 million to its defined
benefit pension plans. The funding of the pension plans, the
U.K. Letter of Credit, other trailing liabilities and financing
costs was accomplished primarily by the utilization of cash
generated by the Company's Metal Buildings business.
During the first three months of 1996, the Company spent
approximately $.8 million on capital expenditures, most of which
were directed toward upgrading and improving manufacturing
equipment at the Company's Metal Buildings Group.
As a result, primarily of the above, unrestricted cash and cash
equivalents decreased by $.7 million during the period from
December 31, 1995 to March 31, 1996. At March 31, 1996, the
Company had $8.9 million of unrestricted cash and cash
equivalents.
The Company maintains a credit facility (the "Credit Facility")
with Foothill Capital Corporation ("Foothill") which incorporates
both the Company's U.S. and Canadian operations, and which, under
its terms, has maximum availability of $45.0 million and expires
on May 18, 1999. Availability under the Credit Facility is based
on a percentage of eligible (as defined and subject to certain
restrictions) accounts receivable and inventory, plus a base
amount (which base amount is reduced by $.2 million per month and
is subject to reduction in the case of sales of certain property,
plant and equipment, including assets held for sale), plus the
amount provided by the Company as cash collateral, if any, less
the amount of $5.0 million required to be outstanding under a
term loan (each together the "Borrowing Base"). At March 31,
1996, the Borrowing Base was estimated to be $27.7 million, which
included $.9 million collateral related to the Canadian Building
Products Operation which is pending sale/disposition, and was
used to support the $5.0 million Term Loan Note and $18.3 million
of outstanding letters of credit which are primarily used to
support insurance programs, bonding programs, certain foreign
credit facilities and other financial guarantees. The Company
had unused availability under the Credit Facility of $4.4 million
at March 31, 1996.
At March 31, 1996, the Company had outstanding performance and
financial bonds of $18.2 million, which generally provide a
guarantee as to the Company's performance under contracts and
other commitments and are collateralized in part by letters of
credit which are issued under the Credit Facility. The
outstanding bond amounts above include approximately $15.2
million of performance bonding related to businesses which were
previously sold or are pending disposition.
During 1995, the management of the Company and the Board of
Directors determined that the best strategy for the Company was
to operate solely as a Metal Buildings business. This decision
was based in part on the operating success which the Company has
achieved with its existing Metal Building businesses, along with
the long-term view of the value of the Metal Building business
and the cash and liquidity demands which would be required to
fund the ongoing operations of the non-Metal Buildings
businesses. The Company anticipates that demands on its
liquidity and credit resources will continue to be significant
during 1996 and the next several years primarily as a result of
funding requirements associated with the trailing liabilities of
sold or discontinued businesses and financing costs. The Company
expects to meet these requirements through a number of sources,
including operating cash generated by the Company's Metal
Buildings Group, available cash which was $8.9 million at March
31, 1996, and availability under credit facilities. During the
first quarter of 1996, the Company reduced its letters of credit
by $7.2 million, including the reduction from the U.K. Letter of
Credit, which was drawn in the first quarter with the remainder
reflecting primarily reductions in the collateral required to
support insurance programs and bonding programs. Additionally,
subsequent to March 31, 1996, the Company has reduced its
outstanding letters of credit by an additional $1.5 million. The
Company's liquidity projections are predicated on estimates as to
the amount and timing of the payment of the Company's trailing
liabilities and expectations regarding the operating performance
of the Company's operations. In the event the Company
experiences significant differences as to the amount and timing
of the payment of the Company's trailing liabilities and/or the
actual operating results of the Company's operations, the Company
may be required to seek additional capital through new credit
facilities, modification of existing credit facilities, or
through a possible debt or equity offering, or a combination of
the above. There can be no assurance, however, that such
additional capital would be available to the Company.
<PAGE>
PART II
OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
Information describing certain of the Company's legal
proceedings and environmental matters is included in
Part 1, Item 1, in Note 4 to the "Notes to Condensed
Consolidated Financial Statements," and in Part 1, Item
2, in Management's Discussion and Analysis of Financial
Condition and Results of Operations under the captions
"Litigation" and "Environmental Matters," and is hereby
incorporated by reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Computation of Earnings (Loss) per
Common Share, filed herewith.
<PAGE>
SIGNATU RES
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.
ROBERTSON-CECO CORPORATION
--------------------------
(Registrant)
By: /s/ Thomas C. Baker
-----------------------------
Thomas C. Baker
Corporate Controller
May 10, 1996
- ------------
<PAGE>
ROBERTSON-CECO CORPORATION
EXHIBIT INDEX
--------------------------
EXHIBIT 11 - Computation of Earnings (Loss) Per Common Share
EXHIBIT 11
ROBERTSON-CECO CORPORATION
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
-----------------------------------------------
(Thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------
1996 1995
-------- --------
<S> <C> <C>
PRIMARY:
Primary earnings (loss) from
continuing operations . . . . . . . . $ 3,262 $ 1,178
Income from discontinued
operations. . . . . . . . . . . . . . - 3,349
------- --------
Total primary earnings (loss) . . . . $ 3,262 $ 4,527
======= ========
Average number of shares of common
stock outstanding . . . . . . . . . . 16,009 15,914
Incremental shares to reflect
dilutive effect of deferred
compensation plan . . . . . . . . . . 114 45
------- --------
Total shares . . . . . . . . . . . . 16,123 15,959
======= ========
Primary earnings (loss) from
continuing operations per common
share . . . . . . . . . . . . . . . . $ .20 $ .07
Primary income from discontinued
operations. . . . . . . . . . . . . . - .21
------- --------
Primary earnings (loss) per share . . $ .20 $ .28
======= ========
</TABLE>
EXHIBIT 11
ROBERTSON-CECO CORPORATION
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE (CONTINUED)
-----------------------------------------------------------
(Thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------
1996 1995
-------- --------
<S> <C> <C>
FULLY DILUTED:
Fully diluted earnings (loss) from
continuing operations . . . . . . . . $ 3,262 $ 1,178
Income from discontinued operations . . - 3,349
------- --------
Total fully diluted earnings
(loss) . . . . . . . . . . . . . . . $ 3,262 $ 4,527
======= ========
Average number of shares of common
stock outstanding . . . . . . . . . . 16,009 15,914
Incremental shares to reflect
dilutive effect of deferred
compensation plan . . . . . . . . . . 123 62
------- --------
Total shares. . . . . . . . . . . . . 16,132 15,976
======= ========
Fully diluted earnings (loss) from
continuing operations per common
share . . . . . . . . . . . . . . . . $ .20 $ .07
Fully diluted income from
discontinued operations . . . . . . . - .21
------- --------
Fully diluted earnings (loss)
per share . . . . . . . . . . . . . $ .20 $ .28
======= ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 9668
<SECURITIES> 0
<RECEIVABLES> 26562
<ALLOWANCES> (1302)
<INVENTORY> 13488
<CURRENT-ASSETS> 54497
<PP&E> 39632
<DEPRECIATION> (17389)
<TOTAL-ASSETS> 108479
<CURRENT-LIABILITIES> 54409
<BONDS> 40530
<COMMON> 162
0
0
<OTHER-SE> (29832)
<TOTAL-LIABILITY-AND-EQUITY> 108479
<SALES> 254251
<TOTAL-REVENUES> 264983
<CGS> 218285
<TOTAL-COSTS> 249129
<OTHER-EXPENSES> 828
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4335
<INCOME-PRETAX> 12347
<INCOME-TAX> 0
<INCOME-CONTINUING> 12347
<DISCONTINUED> (15888)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3541)
<EPS-PRIMARY> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
