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, 1997
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.
5000 Executive Parkway, Ste. 425, San Ramon, California 94583
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 510-358-0330
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 7, 1997
Common Stock, par value 16,111,550
$0.01 per share
ROBERTSON-CECO CORPORATION
Form 10-Q
For Quarter Ended March 31, 1997
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets --
March 31, 1997 and December 31, 1996 . . . 3
Condensed Consolidated Statements of Operations --
Three Months Ended March 31, 1997 and 1996 5
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 1997 and 1996 . . 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
ITEM 1. FINANCIAL STATEMENTS
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION> March 31 December 31
1997 1996
-- ASSETS--
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . $ 4,018 $ 12,225
Accounts and notes receivable, net . . . . . . . . 24,026 22,385
Inventories:
Work in process . . . . . . . . . . . . . . . 5,522 6,750
Material and supplies . . . . . . . . . . . . 9,459 9,067
Total inventories . . . . . . . . . . . . . . 14,981 15,817
Deferred taxes, current . . . . . . . . . . . . . 6,091 6,067
Other current assets . . . . . . . . . . . . . . . 723 810
Total current assets . . . . . . . . . . . . . 49,839 57,304
PROPERTY - at cost . . . . . . . . . . . . . . . . . . 44,536 43,101
Less accumulated depreciation . . . . . . . . . . (20,975) (20,147)
Property, net . . . . . . . . . . . . . . . . 23,561 22,954
DEFERRED TAXES . . . . . . . . . . . . . . . . . . . . 19,007 23,837
EXCESS OF COST OVER NET ASSETS OF
ACQUIRED BUSINESSES - NET . . . . . . . . . . . . 26,404 26,611
OTHER NON-CURRENT ASSETS . . . . . . . . . . . . . . . 1,758 1,514
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . $ 120,569 $ 132,220
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ITEM 1. FINANCIAL STATEMENTS
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
--LIABILITIES --
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt . . . . . . . . $ 5,000 $ 7,455
Accounts payable, principally trade . . . . . . . 12,241 12,578
Insurance liabilities . . . . . . . . . . . . . . 5,744 6,094
Other accrued liabilities . . . . . . . . . . . . 16,810 28,574
Total current liabilities . . . . . . . . . . . . 39,795 54,701
LONG-TERM DEBT, less current portion . . . . . . . . . 13,750 20,000
LONG-TERM INSURANCE LIABILITIES . . . . . . . . . . . . 8,607 8,349
LONG-TERM PENSION LIABILITIES . . . . . . . . . . . . . 2,046 2,231
RESERVES AND OTHER LIABILITIES . . . . . . . . . . . . 22,409 20,695
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . 86,607 105,976
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $0.01 per share . . . . . 161 161
Capital surplus . . . . . . . . . . . . . . . . . 178,256 178,256
Retained earnings (deficit) . . . . . . . . . . . (143,799) (151,527)
Deferred compensation . . . . . . . . . . . . . . (187) (195)
Foreign currency translation
adjustments . . . . . . . . . . . . . . . . . (469) (451)
Stockholders' equity . . . . . . . . . . . . . 33,962 26,244
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY . . . . . . . . . $ 120,569 $ 132,220
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
<S> <C> <C>
NET REVENUES . . . . . . . . . . . . . . . . . . . . . $ 59,998 $ 56,972
COST OF SALES . . . . . . . . . . . . . . . . . . . . . 49,059 46,081
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . 10,939 10,891
SELLING, GENERAL, AND ADMINISTRATIVE . . . . . . . . . 5,520 6,791
OPERATING INCOME . . . . . . . . . . . . . . . . . . . 5,419 4,100
OTHER INCOME (EXPENSE):
Interest expense . . . . . . . . . . . . . . . . . (473) (1,042)
Other income - net . . . . . . . . . . . . . . . . 109 229
(364) (813)
INCOME BEFORE INCOME TAXES . . . . . . . . . . . . . . 5,055 3,287
INCOME TAXES . . . . . . . . . . . . . . . . . . . . . 1,895 25
INCOME BEFORE EXTRAORDINARY ITEM . . . . . . . . . . . 3,160 3,262
EXTRAORDINARY GAIN ON DEBT
REDEMPTION . . . . . . . . . . . . . . . . . . . . 4,568 -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . $ 7,728 $ 3,262
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
<S> <C> <C>
RETAINED EARNINGS (DEFICIT)
AT BEGINNING OF PERIOD . . . . . . . . . . . . . . $ (151,527) $ (202,820)
NET INCOME . . . . . . . . . . . . . . . . . . . . . . 7,728 3,262
RETAINED EARNINGS (DEFICIT)
AT END OF PERIOD . . . . . . . . . . . . . . . . . $ (143,799) $ (199,558)
INCOME PER COMMON SHARE:
Income before Extraordinary Item . . . . . . . . . $ .20 $ .20
Extraordinary Item . . . . . . . . . . . . . . . . .28 -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . $ .48 $ .20
SHARES USED IN INCOME
PER SHARE CALCULATION . . . . . . . . . . . . . . 16,086 16,123
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before extraordinary item . . . . . . . . . . . . . . $ 3,160 $ 3,262
Adjustments to reconcile income before extraordinary
item to net cash provided by (used for)
operating activities:
Depreciation and amortization . . . . . . . . . . . . . 1,059 1,452
Deferred income taxes . . . . . . . . . . . . . . . . . 1,895 -
Changes in assets and liabilities, net of divestitures:
(Increase) decrease in accounts and notes
receivable . . . . . . . . . . . . . . . . . . . (1,800) 1,205
Decrease in inventories . . . . . . . . . . . . . . 836 705
Decrease in restricted cash . . . . . . . . . . . . - 209
Decrease in accounts payable . . . . . . . . . . . . (337) (4,746)
Net changes in other assets and liabilities . . . . (2,689) (1,780)
NET CASH PROVIDED BY OPERATING
ACTIVITIES . . . . . . . . . . . . . . . . . . . . . 2,124 307
NET CASH PROVIDED BY (USED FOR)
DISCONTINUED OPERATIONS . . . . . . . . . . . . . . 85 (224)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . (1,435) (809)
NET CASH USED FOR INVESTING ACTIVITIES $ (1,435) $ (809)
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term borrowings . . . . . . . . . . . . . . $ (8,981) $ -
NET CASH USED FOR FINANCING ACTIVITIES . . . . . . . . . (8,981) -
NET DECREASE IN CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . (8,207) (726)
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD . . . . . . . . . . . . . . . . 12,225 9,668
CASH AND CASH EQUIVALENTS -
END OF PERIOD . . . . . . . . . . . . . . . . . . . $ 4,018 $ 8,942
SUPPLEMENTAL CASH FLOW DATA:
Cash payments made for:
Interest . . . . . . . . . . . . . . . . . . . . . . $ 739 $ 433
Income taxes . . . . . . . . . . . . . . . . . . . . $ - $ -
See Notes to Condensed Consolidated Financial Statements
</TABLE>
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, 1997 and the results of operations and cash flows for the periods
presented. All adjustments recorded during the period consisted of normal
recurring adjustments. Certain other previously reported amounts have been
reclassified to conform to the 1997 presentation.
2. TAXES ON INCOME
During the third quarter 1996, the Company reduced the deferred tax asset
valuation allowance from $43,000,000 to $12,000,000, resulting in a
$31,000,000 credit to income taxes. Under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," the Company is
required to recognize the portion of its deferred tax asset which it
believes will more likely than not be realized. Management believes that
the Company will be able to realize the unreserved portion of its deferred
tax asset through future earnings. Accordingly, beginning in the third
quarter of 1996, the Company began recognizing income tax expense at
appropriate rates on its pre-tax income. However, cash payments for
Federal income taxes are not expected to be made for several years.
Management will continue to evaluate the level of its deferred tax
valuation allowance at each balance sheet date and adjust the valuation
reserve as warranted by changes in the Company's expected future
profitability, amounts and timing of payments related to its trailing
liabilities, or other events which might affect the realization of the
Company's deferred tax asset.
3. DISPOSITIONS
On September 30, 1996, the Company sold its Asia/Pacific Building Products
operation for approximately $1,600,000. Pursuant to the terms of the sale,
for a period of one year, the Company will be required to maintain the
$2,000,000 letter of credit, which was in place at September 30, 1996, in
support of the Asia/Pacific Building Products Operation's credit facility.
The Buyer is obligated to reimburse the Company for any amounts drawn on
the letter of credit. Additionally, the Company remains liable to
indemnify the Buyer for certain liabilities of the sold business. In
connection with the sale, the Company agreed to continue to supply products
to the Asia/Pacific Building Products operation at a fixed margin for a
period of two years.
Income generated by discontinued Building Products Operations was
considered in the original provisions recorded for their disposal. Income
generated by discontinued Building Products operations during the first
quarter of 1996 was approximately $314,000, on revenues of $16,338,000, and
was considered in the original provisions recorded for their disposal in
1995. For the three months ended March 31, 1997, operating results for
Building Products were not material.
4. OTHER CURRENT LIABILITIES
Other current liabilities consisted of the following:
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
(Thousands)
<S> <C> <C>
Payroll and related benefits . . . $ 4,091 $ 6,163
Warranty and backcharge
reserves . . . . . . . . . . 3,669 3,704
Deferred revenues . . . . . . . . 1,211 1,271
Reserves for restructuring . . . . 226 247
Accrued interest . . . . . . . . 60 67
Capitalized future interest
payments, current portion . . - 8,113
Other . . . . . . . . . . . . . . 7,553 9,009
$ 16,810 $ 28,574
</TABLE>
5. DEBT
On December 31, 1996, the Company prepaid its existing term loan with
Foothill Capital Corporation ("Foothill"), and the credit agreement with
Foothill was terminated.
Also on December 31, 1996, the Company entered into a new credit agreement
("Credit Agreement") with a group of banks. Under the terms of the Credit
Agreement, the lenders agreed to provide a term loan of up to $20,000,000,
due June 30, 2001. The lenders also agreed to provide a revolving credit
and letter of credit facility of $25,000,000 maturing December 31, 2001.
Up to $20,000,000 of the revolving credit facility can be used to support
outstanding letters of credit. Interest on the loans under the Credit
Agreement is based on the prime or the Eurodollar rate plus a factor which
depends on the Company's ratio of debt to earnings before taxes, interest,
depreciation and amortization. In addition, the Company pays a commitment
fee on the unused amounts of the credit facility. Availability under the
revolving credit facility is based on eligible accounts receivable and
inventory. As of March 31, 1997, the borrowing base was approximately
$25.7 million. As collateral under the Credit Agreement, the Company has
granted the lenders a security interest in all of the assets of the Company
and its Restricted Subsidiaries. The Credit Agreement contains certain
financial covenants restricting dividend payments, repurchase of stock and
the issuance of additional debt, amongst other matters. The Company is in
compliance with the provisions of the Credit Agreement.
In December 1996, the Company called for redemption on January 15, 1997,
the amounts outstanding on the 12% Senior Subordinated Notes ("12%
Notes") and the 15.5% Subordinated Debentures ("15.5% Debentures"). The
12% Notes and 15.5% Debentures were redeemed on that date utilizing
proceeds from borrowing under the new term loan in the Credit Agreement
plus available cash. Accordingly, $20,000,000 of the Company's long-term
debt at December 31, 1996 was classified as long-term with the remainder
reflected in current liabilities. The total amount of future interest
payments on the 12% Notes, most of which the Company was not required to
pay when the 12% Notes were redeemed, was also reflected as a current
liability at December 31, 1996. Accordingly, in connection with the
redemption of the 12% Notes and 15.5% Debentures in January, the Company
recorded a gain of $4.6 million, net of taxes of $2.9 million, in the first
quarter of 1997.
As of March 31, 1997, the Company had outstanding letters of credit of
approximately $14.4 million used principally to support insurance and
bonding programs.
6. COMMITMENTS AND CONTINGENCIES
On March 3, 1995, the Company and its surety, Federal Insurance Company
("Federal"), entered into an agreement (the "Federal Agreement") under
which Federal agreed to hold the Company harmless from certain claims
pending in connection with one of the Company's former Fixed Price Custom
Curtainwall projects. Under the terms of the Federal Agreement, Federal
assumed control of the litigation and will also be the beneficiary of any
affirmative claim which the Company may receive. As consideration for
Federal's obligations, the Company assigned to Federal the $3,000,000
interest bearing promissory note received from the Company's sale of the
Construction Group, and agreed to pay Federal $1,000,000 per year, in equal
quarterly installments, for seven years without interest commencing March
24, 1995. As security for the payment obligations to Federal, the Company
granted to Federal a security interest in all of the Company's assets and
the purchaser delivered a financial guarantee insurance policy securing
payment of the Concrete Note. The Federal Agreement 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 1.6% of the outstanding common stock, and the current Chief
Executive Officer and Vice Chairman of the Company, who currently controls
approximately 55.9% 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 $4,750,000 at March 31,
1997.
There are various other 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 will be incurred and the amount of the loss
can be reasonably estimated.
The Company continues to be liable for liabilities associated with sold or
discontinued businesses (see Note 3) prior to the sale or disposition
including, in certain instances, liabilities arising from Company self-
insurance programs, unfunded pension liabilities, warranty and
rectification claims, severance obligations, environmental clean-up
matters, and unresolved litigation arising in the normal course of the
former business activities. Management has made estimates as to the amount
and timing of the payment of such liabilities which are reflected in the
accompanying consolidated financial statements. Given the subjective
nature of many of these liabilities, their ultimate outcome cannot be
predicted with certainty. However, based upon currently available
information, management does not expect that the ultimate outcome of such
matters will have a material effect on the consolidated financial
statements.
The Company has been identified as a potentially responsible party by
various state and Federal authorities for clean-up and monitoring costs at
waste disposal sites related to discontinued operations. Due to various
factors, it is difficult to estimate future environmental related
expenditures. The Company has engaged third parties to perform feasibility
studies and assist in estimating the cost of investigation and remediation.
At March 31, 1997, the Company has recorded reserves of approximately $7
million, representing management's and the third parties' best estimate of
future costs to be incurred. The majority of these expenditures are
expected to be incurred in the next five years. Although unexpected events
could have an impact on these estimates, management does not believe that
additional costs that could be incurred would have a material effect on the
consolidated financial statements.
With respect to the environmental clean-up matters, the Company has claimed
coverage under its insurance policies for past and future clean-up costs
related to certain sites for which the Company believes it is indemnified
under its insurance policies. The insurer has refused to admit or deny
coverage under the Company's policies. As a result, the Company has filed
a complaint against the insurer seeking to recover the past and future
clean-up costs. It is not currently possible to predict the amount or
timing of proceeds, if any, from the ultimate resolution of this matter.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues for the first quarter of 1997 were $60.0 million, an increase of $3.0
million, or 5.3%, compared to the first quarter of 1996. The increase in
revenue is due primarily to the combination of an increased volume of shipments
from the first quarter of 1996 resulting from an increased backlog of orders at
December 31, 1996, offset by a slight deterioration in prices in 1997 realized
for the Company's products. The Company's gross profit increased slightly but
the gross margin percentage declined to 18.2% in the first quarter of 1997
compared to 19.1% during the same period in 1996. This decline in gross margin
results from competitive pricing pressure in the metal buildings' market.
Selling, general and administrative expenses decreased by $1.3 million in the
first quarter of 1997 compared to the same quarter of 1996. These reductions
reflect savings realized by the Company from continuing efforts to reduce
general and administrative costs and from reduced benefit costs related to
retirees. The increase in gross profit dollars and reductions in selling,
general and administrative expenses resulted in operating income of $5.4 million
during the three months ended March 31, 1997, compared to operating income of
$4.1 million during the same period ended March 31, 1996.
Interest expense for the three months ended March 31, 1997 was $.5 million,
compared to $1.0 million for the three months ended March 31, 1996. This
reduction results from the Company's refinancing of its long term debt in late
1996 and early 1997 which resulted in lower total debt, substantially reduced
interest rates and lower debt issue cost amortization.
During 1993, in accordance with Statement of Financial Accounting Standards
("SFAS") No. 15 "Accounting by Debtors and Creditors for Troubled Debt
Restructurings," all future interest payments which were due on the Company's
12% Notes were recorded as long term debt, except for the current portion which
was classified as accrued interest payable. As a result, the Company did not
record interest expense related to the 12% Notes in 1996. If the Company had
not capitalized all future interest payments on its 12% Notes, interest expense
for the quarter ended March 31, 1996 would have been increased by $.7 million.
(See Footnote 5)
During the third quarter 1996, the Company reduced the deferred tax asset
valuation allowance from $43,000,000 to $12,000,000, resulting in a $31,000,000
credit to income taxes. Under SFAS No. 109, "Accounting for Income Taxes", the
Company is required to recognize the portion of its deferred tax asset which it
believes will more likely than not be realized. Management believes that the
Company will be able to realize the unreserved portion of its deferred tax asset
through future earnings. Accordingly, beginning in the third quarter of 1996,
the Company began recognizing income tax expense at appropriate rates on its
pre-tax income. However, cash payments for Federal income taxes are not
expected to be made for several years. Management will continue to evaluate the
level of its deferred tax valuation allowance at each balance sheet date and
adjust the valuation reserve as warranted by changes in the Company's expected
future profitability, amounts and timing of payments related to its trailing
liabilities, or other events which might affect the realization of the Company's
deferred tax asset.
Income before extraordinary item was $3.2 million during the three months ended
March 31, 1997 compared to $3.3 million in the same period in 1996. The
positive impacts of the increases in gross profit and the reductions in selling,
general and administrative and interest expenses were offset by the increase in
the provision for income taxes between periods.
Net income was $7.7 million for the three months ended March 31, 1997 as
compared to $3.3 million in the 1996 period. The 1997 amounts include a $4.6
million extraordinary credit, net of income taxes, representing the reduction in
accrued interest costs on the Company's 12% Notes resulting from the redemption
of these Notes in January 1997.
Backlog of Orders
At March 31, 1997, the backlog of unfilled orders believed to be firm was
approximately $77.6 million compared to a backlog of $72.8 million at March 31,
1996 and $72.1 million at December 31, 1996.
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's current and prior manufacturing activities have generated and
continue to generate materials classified as hazardous wastes. The Company
devotes considerable resources to compliance with legal and regulatory
requirements relating to (a) the use of these materials, (b) the proper disposal
of such materials and (c) the protection of the environment. These requirements
include clean-ups at various sites. The Company's policy is to accrue
environmental and clean-up related costs of a non-capital nature when it is
probable that a liability has been incurred and such liability can be reasonably
estimated. However, no assurance can be given that discovery of new facts and
the application of the legal and regulatory requirements to those facts would
not change the Company's estimate of costs it could be required to pay in any
particular situation. Based upon currently available information, including the
reports of third parties, management does not believe resolution of these
matters will have a material adverse effect on the consolidated financial
statements.
Liquidity and Capital Resources
During the three months ended March 31, 1997, the Company generated
approximately $2.1 million of cash from its operating activities. Operating
cash flow benefited from the $1.9 million non-cash charge for income taxes, and
was impacted by an increase in accounts receivable due to the increased level of
business during the quarter. Additional uses in operating cash flow during the
quarter were primarily associated with seasonal working capital requirements.
Additionally, in connection with the debt redemption discussed below (and in
Note 5 to the Condensed Consolidated Financial Statements), the Company paid
approximately $.4 million of interest costs which would not normally have been
expended until the second quarter of the year.
During the first quarter of 1996, the Company spent $1.9 million of cash in
connection with a drawn letter of credit which was associated with the Company's
former U.K. subsidiary (the "U.K. Letter of Credit"). In January, 1997 the
Company was paid $.9 million in connection with this drawn letter of credit and
the sale of certain other rights. Additional uses of cash towards discontinued
operations in the first quarter of 1996 included contributions of $1.2 million
to the Company's defined benefit pension plans. Effective June 30, 1996, the
Company merged its three remaining defined benefit plans into a single defined
benefit plan to reduce the anticipated funding requirements during the next
several years and to reduce plan administrative expenses. Accordingly, the
Company has not and does not expect to make any payments to the pension plan in
1997.
The Company spent approximately $1.4 million on capital expenditures during the
first three months of 1997 directed toward upgrading and improving manufacturing
equipment.
In December, 1996, the Company called for redemption on January 15, 1997 the
amounts outstanding on the 12% Notes and 15.5% Debentures. The 12% Notes and
15.5% Debentures were redeemed on that date utilizing proceeds from borrowing
under the new term loan in the Credit Agreement plus available cash of $7.8
million. Additionally, per the terms of the new Credit Agreement, the Company
paid down $1.2 million of debt in March, 1997. See Note 5.
Unrestricted cash and cash equivalents decreased by $8.2 million during the
period from December 31, 1996 to March 31, 1997 principally as a result of the
debt redemption. At March 31, 1997, the Company had $4.0 million of
unrestricted cash and cash equivalents.
The Company maintains a credit facility (the "Credit Facility") which supports
both the Company's U.S. and Canadian operations, and which, under its terms, has
maximum availability of $45.0 million and expires on December 31, 2001.
Availability under the $25 million revolving credit portion of the Credit
Facility is based on a percentage of eligible accounts receivable and inventory.
At March 31, 1997, the Borrowing Base was estimated to be $25.7 million. As
collateral under the Credit Facility, the Company has granted the lenders a
security interest in all of the assets of the Company and its Restricted
Subsidiaries. The Company had unused availability under the Credit Facility of
$10.7 million at March 31, 1997. During the first three months of 1997, the
Company reduced its letters of credit by $2.7 million to $14.3 million.
The Company may from time to time make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission and its reports to stockholders. This
Quarterly Report contains forward-looking statements made in good faith by the
corporation pursuant to these "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. In connection with these "safe harbor"
provisions, the Company identifies important factors that could cause actual
results to differ materially from those contained in any forward-looking
statements made by or on behalf of the Company. Any such statement is qualified
by reference to the following cautionary statements.
The Company's businesses operate in highly competitive markets and are subject
to changes in general economic conditions, intense competition, changes in
consumer preferences, foreign exchange rate fluctuations, the degree of
acceptance of new product introductions, the uncertainties of litigation, as
well as other risks and uncertainties detailed from time to time in the
Company's Securities and Exchange Commission filings.
Developments in any of these areas, which are more fully described in the
Company's filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the year ended December 31, 1996, could cause the
Company's results to differ materially from results that have been or may be
projected by or on behalf of the Company.
The Company cautions that the foregoing list of important factors is not
exclusive. The Company does not undertake to update any forward-looking
statement that may be made from time to time by or on behalf of the Company.
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 per Common Share, filed
herewith.
(b) Exhibit 27 - Financial Data Schedule
(c) Reports on Form 8-K:
On April 8, 1997, as amended on April 16, 1997, the company filed a report of
Form 8-K reporting the selection of Arthur Andersen LLP to serve as its
independent public accountants for fiscal year 1997 and, accordingly, the
dismissal of Price Waterhouse LLP.
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.
ROBERTSON-CECO CORPORATION
-------------------------------------------------
(Registrant)
By: /s/ Patrick G. McNulty
-----------------------------
Patrick G. McNulty
Controller
May 12,1997
ROBERTSON-CECO CORPORATION
EXHIBIT INDEX
EXHIBIT 11 - Computation of Earnings Per Common Share
EXHIBIT 27 - Financial Data Schedule
EXHIBIT 11
ROBERTSON-CECO CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE
(Thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
<S> <C> <C>
PRIMARY:
Primary earnings from
continuing operations . . . . . . . . . . . . . . . $ 3,160 $ 3,262
Extraordinary gain on debt
redemption . . . . . . . . . . . . . . . . . . . . . 4,568 -
Total primary earnings . . . . . . . . . . . . . . . $ 7,728 $ 3,262
Average number of shares
of common stock outstanding . . . . . . . . . . . . 16,056 16,009
Incremental shares to
reflect dilutive effect of deferred
compensation plan . . . . . . . . . . . . . . . . . 30 114
Total shares . . . . . . . . . . . . . . . . . . . . 16,086 16,123
Primary earnings from
continuing operations per
common share . . . . . . . . . . . . . . . . . . . . . $ .20 $ .20
Primary income from extraordinary
gain on debt redemption . . . . . . . . . . . . . . . .28 -
Primary earnings per share . . . . . . . . . . . . . $ .48 $ .20
</TABLE>
EXHIBIT 11
ROBERTSON-CECO CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE
(Thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
<S> <C> <C>
FULLY DILUTED:
Fully diluted earnings from continuing
operations . . . . . . . . . . . . . . . . . . . . . $ 3,160 $ 3,262
Extraordinary gain on debt
redemption . . . . . . . . . . . . . . . . . . . . . 4,568 -
Total fully diluted earnings . . . . . . . . . . . . $ 7,728 $ 3,262
Average number of shares
of common stock outstanding . . . . . . . . . . . . 16,056 16,009
Incremental shares to
reflect dilutive effect of deferred
compensation plan . . . . . . . . . . . . . . . . . 31 123
Total shares . . . . . . . . . . . . . . . . . . . . 16,087 16,132
Fully diluted earnings from continuing
operations per common share . . . . . . . . . . . . . $ .20 $ .20
Fully diluted income from extraordinary
gain . . . . . . . . . . . . . . . . . . . . . . . . . .28 -
Fully diluted earnings per share . . . . . . . . . . . . $ .48 $ .20
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,018
<SECURITIES> 0
<RECEIVABLES> 25,442
<ALLOWANCES> (1,416)
<INVENTORY> 14,981
<CURRENT-ASSETS> 6,814
<PP&E> 44,536
<DEPRECIATION> (20,975)
<TOTAL-ASSETS> 120,569
<CURRENT-LIABILITIES> 39,795
<BONDS> 13,750
0
0
<COMMON> 161
<OTHER-SE> 33,962
<TOTAL-LIABILITY-AND-EQUITY> 120,569
<SALES> 0
<TOTAL-REVENUES> 59,998
<CGS> 49,059
<TOTAL-COSTS> 54,579
<OTHER-EXPENSES> 364
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,055
<INCOME-TAX> 1,895
<INCOME-CONTINUING> 3,160
<DISCONTINUED> 0
<EXTRAORDINARY> 4,568
<CHANGES> 0
<NET-INCOME> 7,728
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.48
</TABLE>
