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, 1998
OR
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number 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, 1998
Common Stock, par value $0.01 per share 16,111,550
ROBERTSON-CECO CORPORATION
Form 10-Q
For Quarter Ended March 31, 1998
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets --
March 31, 1998 and December 31, 1997 . . . 3
Condensed Consolidated Statements of Operations --
Three Months Ended March 31, 1998 and 1997 5
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 31, 1998 and 1997 7
Notes to Condensed Consolidated Financial
Statements . . . . . . . . . . . . . . . . 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . 12
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . 18
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . 19
ITEM 1. FINANCIAL STATEMENTS
ROBERTSON-CECO CORPORATION AND SUBSIDIARIES
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-- ASSETS--
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents . $ 22,582 $ 19,461
Accounts and notes receivable, net 22,417 28,249
Inventories:
Work in process . . . . . 6,697 5,327
Material and supplies . . 7,878 8,375
Total inventories . . . . 14,575 13,702
Deferred taxes, current . . 13,138 15,688
Other current assets . . . . 1,415 557
Total current assets . . . 74,127 77,657
PROPERTY - at cost . . . . . . 50,431 49,408
Less accumulated depreciation (23,802) (22,902)
Property, net . . . . . . 26,629 26,506
DEFERRED TAXES . . . . . . . . 12,976 12,329
EXCESS OF COST OVER NET ASSETS OF
ACQUIRED BUSINESSES - NET . 25,576 25,783
OTHER NON-CURRENT ASSETS . . . 1,155 1,269
TOTAL ASSETS . . . . . . . . $ 140,463 $ 143,544
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ITEM 1. FINANCIAL STATEMENTS
ROBERTSON-CECO CORPORATION AND SUBSIDIARIES
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
--LIABILITIES --
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt . . . . . . . . $ 4,750 $ 5,000
Accounts payable, principally trade . . . . . . . 10,882 13,209
Accrued payroll and benefits . . . . . . . . . . . 5,917 7,525
Other accrued liabilities . . . . . . . . . . . . 12,747 16,796
Total current liabilities . . . . . . . . . . . . 34,296 42,530
LONG-TERM DEBT, less current portion . . . . . . . . . 9,000 10,000
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . 5,919 5,891
OTHER LONG-TERM LIABILITIES . . . . . . . . . . . . . . 37,918 35,377
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . 87,133 93,798
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $0.01 per share . . . . . 161 161
Capital surplus . . . . . . . . . . . . . . . . . 178,256 178,256
Retained earnings (deficit) . . . . . . . . . . . (124,665) (128,173)
Deferred compensation . . . . . . . . . . . . . . (152) (160)
Accumulated other comprehensive income . . . . . . (270) (338)
Stockholders' equity . . . . . . . . . . . . . 53,330 49,746
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY . . . . . . . . . $140,463 $143,544
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ROBERTSON-CECO CORPORATION AND SUBSIDIARIES
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
<S> <C> <C>
NET REVENUES . . . . . . . . . . . . . . . . . . . . . $ 62,488 $ 59,998
COST OF SALES . . . . . . . . . . . . . . . . . . . . . 50,827 49,059
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . 11,661 10,939
SELLING, GENERAL AND ADMINISTRATIVE . . . . . . . . . . 5,888 5,520
OPERATING INCOME . . . . . . . . . . . . . . . . . . . 5,773 5,419
OTHER INCOME (EXPENSE):
Interest expense . . . . . . . . . . . . . . . . . (340) (473)
Other income - net . . . . . . . . . . . . . . . . 315 109
(25) (364)
INCOME BEFORE INCOME TAXES . . . . . . . . . . . . . . 5,748 5,055
INCOME TAXES . . . . . . . . . . . . . . . . . . . . . 2,240 1,895
INCOME BEFORE EXTRAORDINARY ITEM . . . . . . . . . . . 3,508 3,160
EXTRAORDINARY GAIN ON DEBT
REDEMPTION . . . . . . . . . . . . . . . . . . . . - 4,568
NET INCOME . . . . . . . . . . . . . . . . . . . . . . $ 3,508 $ 7,728
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ROBERTSON-CECO CORPORATION AND SUBSIDIARIES
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
<S> <C> <C>
RETAINED EARNINGS (DEFICIT)
AT BEGINNING OF PERIOD . . . . . . . . . . . . . $ (128,173) $ (151,527)
NET INCOME . . . . . . . . . . . . . . . . . . . . . 3,508 7,728
RETAINED EARNINGS (DEFICIT)
AT END OF PERIOD . . . . . . . . . . . . . . . . $ (124,665) $ (143,799)
BASIC/DILUTED INCOME PER
COMMON SHARE:
Income before Extraordinary Item . . . . . . . $ .22 $ .20
Extraordinary Item . . . . . . . . . . . . . . - .28
NET INCOME . . . . . . . . . . . . . . . . . . . . . $ .22 $ .48
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING . . . . . . . . . . . . 16,060 16,056
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ROBERTSON-CECO CORPORATION AND SUBSIDIARIES
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before extraordinary item . . . . . . . . . . . . . . $ 3,508 $ 3,160
Adjustments to reconcile income before extraordinary
item to net cash provided by (used for)
operating activities:
Depreciation and amortization . . . . . . . . . . . . . 1,224 1,059
Deferred income taxes . . . . . . . . . . . . . . . . . 2,240 1,895
Changes in assets and liabilities:
(Increase) decrease in accounts and notes
receivable . . . . . . . . . . . . . . . . . . . 5,832 (1,800)
(Increase) decrease in inventories . . . . . . . . . (873) 836
Decrease in accounts payable . . . . . . . . . . . . (2,327) (337)
Net changes in other assets and liabilities . . . . (3,783) (2,689)
NET CASH PROVIDED BY OPERATING
ACTIVITIES . . . . . . . . . . . . . . . . . . . . . 5,821 2,124
NET CASH PROVIDED BY (USED FOR)
DISCONTINUED OPERATIONS . . . . . . . . . . . . . . (302) 85
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . (1,148) (1,435)
NET CASH USED FOR INVESTING ACTIVITIES (1,148) (1,435)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term borrowings . . . . . . . . . . . . . . (1,250) (8,981)
NET CASH USED FOR FINANCING ACTIVITIES . . . . . . . . . (1,250) (8,981)
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS . . . . . . . . . . . . . . . 3,121 (8,207)
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD . . . . . . . . . . . . . . . . 19,461 12,225
CASH AND CASH EQUIVALENTS -
END OF PERIOD . . . . . . . . . . . . . . . . . . . $ 22,582 $ 4,018
SUPPLEMENTAL CASH FLOW DATA:
Cash payments made for:
Interest . . . . . . . . . . . . . . . . . . . . . . $ 316 $ 739
Income taxes . . . . . . . . . . . . . . . . . . . . $ - $ -
See Notes to Condensed Consolidated Financial Statements
</TABLE>
ROBERTSON-CECO CORPORATION AND SUBSIDIARIES
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, 1998 and the results of operations and cash flows for the periods
presented. All adjustments recorded during the period consisted of normal
recurring adjustments. Certain previously reported amounts have been
reclassified to conform to the 1998 presentation.
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income ("SFAS No. 130") was issued in June 1997 with adoption
required for fiscal years beginning after December 31, 1997. SFAS No. 130
requires the presentation of an additional income measure (termed
"comprehensive income"), which adjusts traditional net income for certain
items that previously were only reflected as direct charges to equity (such
as minimum pension liabilities and foreign currency translation
adjustments). The dollar amount of the Company's adjustments required by
SFAS No. 130 is not significant so there is not a significant difference
between "traditional" net income and comprehensive income for the quarters
ended March 31, 1998 and 1997.
2. TAXES ON INCOME
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. 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 retained 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 ("Asia/Pacific") for approximately $1,600,000. Pursuant to the
terms of the sale, for a period of one year, the Company was required to
maintain a $2,000,000 letter of credit, which was in place at September 30,
1996, in support of the Asia/Pacific credit facility. The letter of credit
has been extended to June 30, 1998. The Buyer is obligated to reimburse
the Company for any amounts drawn on the letter of credit. Additionally,
the Company has indemnified the Buyer for certain liabilities of the sold
business. In connection with the sale, the Company agreed to continue to
supply products to Asia/Pacific at a fixed margin for a period of two
years.
4. OTHER LIABILITIES
Other accrued liabilities consisted of the following:
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
(Thousands)
<S> <C> <C>
Insurance liabilities . . . . . . . . . . . . . . . . . 1,528 $ 3,560
Warranty and backcharge
reserves . . . . . . . . . . . . . . . . . . . . 3,533 3,738
Deferred revenues . . . . . . . . . . . . . . . . . . 311 524
Accrued interest . . . . . . . . . . . . . . . . . . 60 60
Other . . . . . . . . . . . . . . . . . . . . . . . . 7,315 8,914
$ 12,747 $ 16,796
Other long-term liabilities consisted of the following:
Reserves Related to Sold or Discontinued Business -
Insurance liabilities . . . . . . . . . . . . . . . . $ 5,326 $ 3,453
Environmental . . . . . . . . . . . . . . . . . . . . 4,651 4,792
Federal Agreement settlement . . . . . . . . . . . . 2,750 3,000
Dispositions . . . . . . . . . . . . . . . . . . . . 5,841 5,315
Other . . . . . . . . . . . . . . . . . . . . . . . 11,499 11,904
$ 30,067 $ 28,464
Warranty and backcharges . . . . . . . . . . . . . . . 1,757 1,745
All Other . . . . . . . . . . . . . . . . . . . . . . . 6,094 5,168
$ 37,918 $ 35,377
</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, 1998, the borrowing base was approximately
$25.4 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. Under the terms of
the Company's debt agreement, $17.8 million was available for dividends or
repurchase of stock at March 31, 1998. 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, 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, 1998, the Company had outstanding letters of credit of
approximately $10.2 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 (the "Concrete Note"), 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 of the Company, who
currently controls approximately 65.4% 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
$3,750,000 at March 31, 1998.
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, 1998, the Company has recorded reserves of approximately $6.5
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 1998 were $62.5 million, an increase of $2.5
million, or 4.2%, when compared to the first quarter of 1997. Favorable weather
conditions in the Midwest improved volume in that region offsetting poor weather
conditions elsewhere. Pricing was also stronger than in the first quarter of
1997 resulting in lower discounts during the winter months. This positively
impacted both revenues and margins. The Company's gross profit increased $.7
million for the three months ended March 31, 1998 from the same period in 1997.
The gross margin increased from 18.2% in the first quarter 1997 to 18.7% in
1998. This increase was primarily due to the lower discounts experienced this
year.
Selling, general and administrative expenses increased approximately $.4
million, or about .2% of revenues, in 1998. Most of this increase as a percent
of revenues is due to adding temporary resources to complete several high
priority systems projects.
The combination of increased margin and increased selling, general and
administrative expenses resulted in operating income of $5.8 million in the
three months ended March 31, 1998, compared to $5.4 million in 1997, a 6.5 %
increase.
Interest expense declined $.1 million from the prior year to $.3 million. The
Company had both lower average borrowings and lower interest rates during the
1998 period. Other income-net consists almost entirely of interest income and
increased over $.2 million between years because the average cash balance is up
significantly between years.
Income before extraordinary item was $3.5 million, $.22 per share, during the
three months ended March 31, 1998 compared to $3.2 million, $.20 per share, in
the same period in 1997. Somewhat better pricing, lower interest costs and
higher interest income partially offset by the increase in selling, general and
administrative expenses caused this increase.
Net income was $3.5 million, $.22 per share, for the three months ended March
31, 1998 as compared to $7.7 million, $.48 per share, in the 1997 period. The
1997 amount includes a $4.6 million, $.28 per share, extraordinary gain, net of
income taxes, representing the reduction in accrued interest on the Company's
12% Notes when these notes were redeemed in January 1997.
Backlog of Orders
At March 31, 1998, the backlog of unfilled orders believed to be firm was
approximately $75.6 million compared to a backlog of $77.6 million at March 31,
1997 and $72.7 million at December 31, 1997.
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, 1998, the Company generated
approximately $5.8 million of cash from its operating activities. Operating
cash flow benefited from the $2.2 million non-cash charge for income taxes as
well as increased collections in accounts receivable. Additional uses in
operating cash flow during the quarter were primarily associated with seasonal
working capital requirements. In January, 1997 the Company was paid $.9 million
in connection with a drawn letter of credit associated with the Company's former
U.K. subsidiary and the sale of certain other rights.
The Company spent approximately $1.1 million on capital expenditures during the
first three months of 1998 directed toward upgrading and improving manufacturing
equipment.
In January 1997 the amounts outstanding on the 12% Notes and 15.5% Debentures
were redeemed 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 $1.25 million of debt
in March, 1997, and in March, 1998. See Note 5.
Cash and cash equivalents increased by $3.1 million during the period from
December 31, 1997 to March 31, 1998 principally as a result of favorable
collections on receivables. At March 31, 1998, the Company had $22.6 million of
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, 1998, the Borrowing Base was estimated to be $25.4 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
$14.8 million at March 31, 1998. The Company's letters of credit balance of
approximately $10.2 million remains unchanged from December 31, 1997.
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, 1997, 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 3.1 - Registrant's Second Restated Certificate
of Incorporation, effective July 23,
1993, filed as Exhibit 3 to Registrant's
report on Form 8-K dated July 14, 1993
(File No. 1-10659), and incorporated
herein by reference thereto
Exhibit 3.2 - Bylaws of Registrant, effective November
8, 1990, and as Amended on November 12,
1991, August 27, 1992 and December 16,
1993, filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,
1993 (File No. 1-10659), and
incorporated herein by reference thereto
Exhibit 10 - Amended and Restated 1991 Long Term
Incentive Plan, filed as Exhibit 4.1 to
Registrant's Form S-8 Registration
Statement No. 33-51665 dated December
22, 1993, and incorporated herein by
reference thereto
Exhibit 10.2- Agreement by and among Registrant,
Capella Investments Limited and H. H.
Robertson (U.K.) Limited dated November
9, 1993, filed as Exhibit 2.1 to the
Registrant's report on Form 8-K dated
November 22, 1993, and incorporated
herein by reference thereto
Exhibit 10.3- Registration Rights Agreement dated May
17, 1993 by and among the Registrant and
Sage RHH referred to in Exhibit 4.2
above
Exhibit 10.4- Registration Rights Agreement dated
December 14, 1993 by and among the
Registrant and Heico Acquisitions, Inc.
referred to in Exhibit 4.3 above
Exhibit 10.5- Asset Purchase Agreement, dated December
27, 1994 by and between Cupples
Products, Inc. and the Registrant filed
as Exhibit 2.1 to Registrant's Report on
Form 8-K dated December 27, 1994 (File
No. 1-10659), and incorporated herein by
reference thereto
Exhibit 10.6- Agreement for Purchase and Sale of
Assets dated March 3, 1995 by and
between the Registrant and Ceco Concrete
Construction Corp. filed as Exhibit 2.1
to Registrant's Report on Form 8-K dated
March 3, 1995 (File No. 1-10659), and
incorporated herein by reference thereto
Exhibit 10.7- Settlement Agreement dated March 3, 1995
by and between the Registrant and
Federal Insurance Company filed as
Exhibit 10.43 to Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-10659) and
incorporated hereinby reference thereto
Exhibit 10.8- Agreement for Purchase and Sale of
Shares by and among the Registrant Bruco
International, Inc. and H.H. Robertson
Asia/Pacific Pte Ltd dated September 27,
1996 filed as Exhibit 2 to Registrants
Report on FORM 10-K dated September 30,
1996 (File NO. 1-10659) and incorporated
herein by reference thereto
Exhibit 10.9- Credit agreement dated December 31, 1996
by and between the Registrant and the
various financial institutions and Bank
of America as agent for the lenders as
filed as Exhibit 2.1 to the Registrants
Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-10659) and
incorporated herein by reference thereto
Exhibit 10.10- Employment Agreement between Registrant
and Ronald D. Stevens dated October 7,
1996 filed as Exhibit 2.2 to
Registrant's Report on Form 10-K for the
year ended December 31, 1997 (File No.
1-10659) and incorporated herein by
reference thereto
Exhibit 11 - Computation of Earnings per Common
Share, filed herewith
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K:
None
.
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
Corporate Controller
May 12,1998
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 BASIC EARNINGS PER COMMON SHARE
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
<S> <C> <C>
BASIC:
Income:
Income from continuing operations . . . . . . . . . . $ 3,508 $ 3,160
Extraordinary gain . . . . . . . . . . . . . . . . . - 4,568
Total income for basic earnings per
share calculation . . . . . . . . . . . . . . . $ 3,508 $ 7,728
Shares:
Average number of common
shares outstanding . . . . . . . . . . . . . . . . 16,060 16,056
Earnings Per Share:
Income from continuing operations . . . . . . . . . . $ .22 $ .20
Extraordinary gain . . . . . . . . . . . . . . . . . - .28
Net income per share . . . . . . . . . . . . . . . . $ .22 $ .48
</TABLE>
EXHIBIT 11
ROBERTSON-CECO CORPORATION
COMPUTATION OF DILUTED EARNINGS PER COMMON SHARE
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
<S> <C> <C>
DILUTED:
Income:
Income from continuing operations . . . . . . . . . . $ 3,508 $ 3,160
Extraordinary gain . . . . . . . . . . . . . . . . . . - 4,568
Total income for diluted earnings per
share calculation . . . . . . . . . . . . . . . . $ 3,508 $ 7,728
Shares:
Average number of common
shares outstanding . . . . . . . . . . . . . . . . 16,060 16,056
Incremental shares to reflect dilutive
effect of deferred compensation plan . . . . . . . . 36 30
Total number of common shares
assuming dilution . . . . . . . . . . . . . . . . . 16,096 16,086
Earnings Per Share:
Income from continuing operations . . . . . . . . . . $ .22 $ .20
Extraordinary gain . . . . . . . . . . . . . . . . . . - .28
Net income per share . . . . . . . . . . . . . . . . . $ .22 $ .48
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 22,582
<SECURITIES> 0
<RECEIVABLES> 24,132
<ALLOWANCES> (1,715)
<INVENTORY> 14,575
<CURRENT-ASSETS> 74,127
<PP&E> 50,431
<DEPRECIATION> (23,802)
<TOTAL-ASSETS> 140,463
<CURRENT-LIABILITIES> 34,296
<BONDS> 9,000
0
0
<COMMON> 161
<OTHER-SE> 53,330
<TOTAL-LIABILITY-AND-EQUITY> 140,463
<SALES> 0
<TOTAL-REVENUES> 62,488
<CGS> 50,827
<TOTAL-COSTS> 56,715
<OTHER-EXPENSES> 25
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,748
<INCOME-TAX> 2,240
<INCOME-CONTINUING> 3,508
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,508
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.22
</TABLE>
