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, 1999
--------------
OR
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number 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: 925-543-7599
------------
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 6, 1999
- ----------------------------------------- --------------------------
Common Stock, par value $0.01 per share 16,096,550
<PAGE>
ROBERTSON-CECO CORPORATION
Form 10-Q
---------
For Quarter Ended March 31, 1999
--------------------------------
INDEX
-----
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets --
March 31, 1999 and December 31, 1998................3
Condensed Consolidated Statements of Operations --
Three Months Ended March 31, 1999 and 1998..........5
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 31, 1999 and 1998..........7
Notes to Condensed Consolidated Financial Statements......8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................12
Item 3. Quantitative and Qualitative Disclosure About Market Risk....15
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings............................................16
Item 6. Exhibits and Reports on Form 8-K.............................16
Signatures.................................................................17
Exhibit Index..............................................................18
<PAGE>
<TABLE>
ITEM 1. FINANCIAL STATEMENTS
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<CAPTION>
March 31 December 31
1999 1998
-- ASSETS--
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.............................. $ 36,447 $ 38,203
Accounts and notes receivable, net..................... 26,310 29,878
Inventories:
Work in process.................................... 5,351 4,121
Material and supplies.............................. 8,644 7,397
------------ ------------
Total inventories.................................. 13,995 11,518
Deferred taxes, current................................ 4,880 4,476
Other current assets................................... 3,810 621
------------ ------------
Total current assets............................... 85,442 84,696
PROPERTY - at cost.......................................... 54,965 53,109
Less accumulated depreciation.......................... (26,063) (25,900)
------------ ------------
Property, net...................................... 28,902 27,209
DEFERRED TAXES.............................................. 12,076 12,373
EXCESS OF COST OVER NET ASSETS OF
ACQUIRED BUSINESSES - NET.............................. 24,748 24,955
OTHER NON-CURRENT ASSETS.................................... 869 758
------------ ------------
TOTAL ASSETS........................................... $ 152,037 $ 149,991
============ ============
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (CONT'D)
- --------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
(Unaudited)
<CAPTION>
March 31 December 31
1999 1998
<S> <C> <C>
- --LIABILITIES AND STOCKHOLDERS' EQUITY--
CURRENT LIABILITIES:
Accounts payable, principally trade.................... $ 11,914 11,340
Accrued payroll and benefits........................... 5,854 8,137
Other accrued liabilities.............................. 13,480 14,156
----------- -----------
Total current liabilities.......................... 31,248 33,633
DEFERRED INCOME TAXES....................................... 5,829 5,830
OTHER LONG-TERM LIABILITIES................................. 39,087 38,556
----------- -----------
TOTAL LIABILITIES........................................... 76,164 78,019
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $0.01 per share................ 161 161
Capital surplus........................................ 178,233 178,233
Accumulated deficit ................................... (101,926) (105,654)
Deferred compensation.................................. (97) (105)
Accumulated other comprehensive income................. (498) (663)
----------- -----------
Stockholders' equity............................... 75,873 71,972
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY...................... $ 152,037 $ 149,991
=========== ===========
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
-----------------------------------------
1999 1998
------------ -----------
<S> <C> <C>
NET REVENUES................................................ $ 59,864 $ 62,488
COST OF SALES............................................... 48,284 50,827
------------ ------------
GROSS PROFIT................................................ 11,580 11,661
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES................................ 6,050 5,888
------------ ------------
OPERATING INCOME............................................ 5,530 5,773
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense....................................... (47) (340)
Other income - net..................................... 544 315
------------ ------------
497 (25)
------------ ------------
INCOME BEFORE INCOME TAXES.................................. 6,027 5,748
INCOME TAXES................................................ 2,299 2,240
------------ ------------
NET INCOME.................................................. $ 3,728 $ 3,508
============ ============
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONT'D)
- --------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
------------------------------------------
1999 1998
------------ ------------
<S> <C> <C>
ACCUMULATED DEFICIT AT
BEGINNING OF PERIOD .................................. $ (105,654) $ (128,173)
NET INCOME ................................................ 3,728 3,508
------------- -------------
ACCUMULATED DEFICIT AT
END OF PERIOD ........................................ $ (101,926) $ (124,665)
============== =============
BASIC/DILUTED INCOME PER
COMMON SHARE .......................................... $ .23 $ .22
============= =============
SHARES USED IN INCOME PER
SHARE CALCULATION ..................................... 16,063 16,060
============= =============
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
----------------------------------------
1999 1998
------------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ....................................................... $ 3,728 $ 3,508
Adjustments to reconcile net income to net
cash provided by (used for) operating activities:
Depreciation and amortization................................ 1,306 1,224
Deferred income taxes........................................ 1,729 2,240
Changes in assets and liabilities:
Decrease in accounts and notes receivable................ 3,568 5,832
Increase in inventories.................................. (2,477) (873)
Increase (decrease) in accounts payable.................. 574 (2,327)
Net changes in other assets and liabilities.............. (5,871) (3,783)
--------- ---------
NET CASH PROVIDED BY OPERATING
ACTIVITIES............................................... 2,557 5,821
--------- ---------
NET CASH USED FOR DISCONTINUED
OPERATIONS ............................................. (1,456) (302)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.............................................. (2,857) (1,148)
--------- ---------
NET CASH USED FOR INVESTING ACTIVITIES (2,857) (1,148)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term borrowings ................................. - (1,250)
--------- ---------
NET CASH USED FOR FINANCING ACTIVITIES....................... - (1,250)
--------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS..................................... (1,756) 3,121
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD...................................... 38,203 19,461
--------- --------
CASH AND CASH EQUIVALENTS -
END OF PERIOD............................................ $ 36,447 $ 22,582
========= =========
SUPPLEMENTAL CASH FLOW DATA:
Cash payments made for:
Interest................................................. $ - $ 316
========= =========
Income taxes............................................. $ 570 $ -
========= ========
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<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, 1999 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 1999
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 three months ended March 31, 1999 and
1998.
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 or other events which might affect the realization
of the Company's deferred tax asset.
<PAGE>
3. OTHER LIABILITIES
-----------------
Other accrued liabilities consisted of the following:
<TABLE>
March 31 December 31
1999 1998
------------ -----------
(Thousands)
<S> <C> <C>
Reserves related to sold or discontinued businesses-
Insurance liabilities ...................................... $ 928 $ 928
Environmental............................................... 1,750 1,750
Warranty claim settlement ................................. 1,000 1,000
Other ..................................................... 845 845
------------ ------------
4,523 4,523
------------ ------------
Warranty and backcharges...................................... 2,393 2,607
Deferred revenue.............................................. 758 500
Other ..................................................... 5,806 6,526
------------ ------------
$ 13,480 $ 14,156
============ ============
Other long-term liabilities consisted of the following:
Reserves Related to Sold or Discontinued Business -
Insurance liabilities ...................................... $ 5,654 $ 6,225
Environmental .............................................. 3,121 3,572
Warranty claim settlement................................... 1,750 2,000
Dispositions ............................................... 3,935 3,973
Other .................................................... 4,857 4,915
------------ ------------
19,317 20,685
------------ ------------
Warranty and backcharges ..................................... 2,338 2,399
All other .................................................... 17,432 15,472
------------ ------------
$ 39,087 $ 38,556
============ ============
</TABLE>
See Note 5 regarding contingencies.
4. DEBT
----
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 which was paid in full in September,
1998. At this date, the Company also reduced the amount available under
the revolving credit and letter of credit facility from $25,000,000 to
$15,000,000 maturing December 31, 2001. Up to $12,000,000 of the
revolving credit facility can be used to support outstanding letters of
<PAGE>
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, 1999, the borrowing
base was approximately $27.3 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, $35.9 million was available for dividends or repurchase of
stock at March 31, 1999. The Company is in compliance with the
provisions of the Credit Agreement.
As of March 31, 1999, the Company had outstanding letters of credit of
approximately $5.5 million used principally to support insurance and
bonding programs.
5. 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 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 prior to the sale or disposition including,
in certain instances, liabilities arising from Company self-insurance
programs, unfunded pension liabilities, warranty and rectification
claims, 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 condensed 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, 1999, the Company has recorded reserves
of approximately $4.9 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 condensed consolidated
financial statements.
<PAGE>
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 entitled to defense and indemnification under the policies. The
insurer has refused to admit or deny coverage. As a result, the Company
has filed a complaint against the insurer seeking to recover 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.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Results Of Operations
- ---------------------
Revenues for the first quarter of 1999 were $59.9 million, a decrease of $2.6
million, or 4.2%, when compared to the first quarter of 1998. Strong orders
experienced in the Southeast and East were offset by a shortfall of orders in
the Midwest and Canada. Order rates in these two regions have been slow since
late last year with several large snowfalls slowing business in the Midwest and
Canada along with a general slowdown in the Canadian economy. However, due to a
combination of lower discounts to customers and lower material costs, gross
margin increased from 18.7% to 19.3% for the three months ended March 31, 1998
and 1999, respectively. Thus gross profit for the three months ended March 31,
1999 remained fairly flat compared to the same period in 1998 at approximately
$11.6 million.
Selling, general and administrative expenses ("S,G & A") increased $.2 million
in the first quarter of 1999 compared to the first quarter of 1998. Several
salespersons were added after the first quarter of 1998 to accommodate increased
business. The Company also continues to use temporary resources to complete
several high priority systems projects.
The combination of decreased revenues and a slight increase in S,G & A expenses
resulted in operating income of $5.5 million for the three months ended March
31, 1999 compared to $5.8 million in 1998, a 4.2% decrease.
However, operating income as a percent of revenues stayed constant at 9.2%.
Income before taxes improved for the three months ended March 31, 1999 from the
same period in 1998 as a result of reduced interest expense and increased
interest income. Interest expense declined $.3 million from 1998 as the term
loan was paid in full in September 1998. Other income-net, which consists almost
entirely of interest income, increased $.2 million for the three months ended
March 31, 1999 from the same period in 1998 due to higher average cash balances
between years.
Net income was $3.7 million, $.23 per share, during the three months ended March
31, 1999 compared to $3.5 million, $.22 per share, in the same period in 1998.
Favorable pricing and material costs, lower interest costs and higher interest
income all contributed to improved results for the first three months of 1999.
Backlog of Orders
- -----------------
At March 31, 1999 the backlog of unfilled orders believed to be firm was
approximately $71.5 million compared to a backlog of $75.6 million at March 31,
1998 and $69.3 million at December 31, 1998.
<PAGE>
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
condition or results of operations of the Company.
Liquidity and Capital Resources
- -------------------------------
During the three months ended March 31, 1999, the Company generated $2.6 million
of cash from its operating activities compared to $5.8 million during the same
period in 1998. Operating cash flow in 1999 benefited from pre-tax income of
$6.0 million offset by uses of cash primarily associated with seasonal working
capital requirements. In the first quarter of 1999, the Company paid cash state
income taxes for the first time in many years. The Company also made deposits
totalling $2.6 million related to equipment for the Tennessee plant. These
amounts will be reimbursed when operating leases are put in place.
During the three months ended March 31, 1999, the Company spent approximately
$1.5 million related to discontinued operations. Expenditures were related to
payments on cleanup of environmental sites and resolving worker's compensation
and general liability cases from sold businesses. Expenditures for these matters
are dependent on several factors including construction activity of the cleanup
sites and the ability to settle litigation on favorable terms. Management will
continue to pursue settlement of these matters where possible and where
favorable resolution can be accomplished.
<PAGE>
Cash spent for additions to the Company's plant and equipment was $2.9 million.
Capital spending in 1999 and subsequent years will be at higher levels than the
Company has experienced as the Company moves forward with the new Tennessee
plant. Capital expenditures for the new plant for the three months ended March
31, 1999 were $1.0 million.
The Company paid down $1.3 million of debt during the three months ended March
31, 1998 per the terms of the Credit Agreement. In September 1998, the remaining
term loan balance of $15.0 million was paid in full and availability under the
revolving credit was reduced to $15.0 million. See Note 4.
The Company's credit facility has current maximum availability of $15.0 million
and expires on December 31, 2001. Availability under the $15.0 million revolving
credit portion of the Credit Facility is based on a percentage of eligible
accounts receivable and inventory. At March 31, 1999, the Borrowing Base was
estimated to be $27.3 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, as defined. The Company had unused
availability under the Credit Facility of $9.5 million at March 31, 1999. The
Company reduced its letters of credit balance from approximately $8.4 million as
of December 31, 1998 to $5.5 million as of March 31, 1999.
Year 2000
- ---------
The "Year 2000" issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Specifically,
computational errors are a known risk with respect to dates after December 31,
1999. The company has assessed its computer equipment and business computer
systems and is in the process of assessing its manufacturing equipment and
facilities with embedded systems to prepare for the Year 2000.
Management believes the modifications of its business computer systems will be
completed in adequate time to enable proper processing of transactions relating
to the Year 2000 and beyond. The anticipated date of completion of these
modifications is August 1999. Expenditures for this process approximate $2.3
million to date and the Company has budgeted an additional $.5 million for
completion. Until the assessment of manufacturing equipment and facilities has
been completed, it is impossible to determine, with any degree of certainty, the
timetable for completion of potential modifications or related costs. However,
preliminary observations of equipment and facilities which could create an
element of Year 2000 risk indicate that costs of possible modifications would
not be material and would be completed in adequate time to minimize any
significant Year 2000 risks.
While the Company believes that its efforts will adequately address its internal
Year 2000 concerns, there are key risk factors associated with the Year 2000
that the Company cannot directly control, primarily the readiness of its
customers, key suppliers, public infrastructure suppliers and other vendors. The
Company is in the process of communicating with key third parties to assess
their Year 2000 readiness. Because the market for the Company's products is
comprised of numerous customers with a variety of sizes and levels of
sophistication, the noncompliance with Year 2000 of any one would not have a
<PAGE>
detrimental impact on the Company's financial position or results of operations.
Based upon the Company's findings relating to the compliance status of its
significant suppliers, the Company will establish contingency plans which will
involve identification of alternative sources of supply, developing business
resumption plans, and evaluating alternative manual processes. Actions may be as
simple as locating an alternative material vendor who is Year 2000 compliant, or
as complex as curtailing operations in one or more locations due to lack of
electrical power.
The Company cannot predict the likelihood of a significant disruption of its
customers' or suppliers' businesses or of the economy as a whole, either of
which could have a material adverse impact on the Company.
This is a Year 2000 Readiness Disclosure Statement within the meaning of the
Year 2000 Information and Readiness Disclosure Act (P.L.105-271).
"Safe Harbor" Provisions
- ------------------------
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 business operates in a highly competitive market and is 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, 1998, 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
inclusive. 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.
ITEM 2. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Not applicable.
<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 5 of 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 11 - Computation of Earnings per Common Share,
filed herewith
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K:
None
.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROBERTSON-CECO CORPORATION
-------------------------------------
(Registrant)
By: /s/ Patrick G. McNulty
--------------------------------------
Patrick G. McNulty
Corporate Controller
May 12, 1999
<PAGE>
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)
Three Months Ended
March 31
-------------------------
1999 1998
----------- ---------
BASIC:
Income:
Net income for basic earnings per
share calculation .......................... $ 3,728 $ 3,508
========= ==========
Shares:
Average number of common
shares outstanding.......................... 16,063 16,060
========== ==========
Earnings Per Share:
Net income per share.......................... $ .23 $ .22
=========== ==========
<PAGE>
EXHIBIT 11
ROBERTSON-CECO CORPORATION
COMPUTATION OF DILUTED EARNINGS PER COMMON SHARE
------------------------------------------------
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31
---------------------
1999 1998
---- ----
DILUTED:
Income:
Net income for diluted earnings per
share calculation .......................... $ 3,728 $ 3,508
=========== ===========
Shares:
Average number of common
shares outstanding.......................... 16,063 16,060
Incremental shares to reflect dilutive
effect of deferred compensation plan........ 21 36
----------- -----------
Total number of common shares
assuming dilution .......................... 16,084 16,096
========== ===========
Earnings Per Share:
Net income per share.......................... $ .23 $ .22
========== ===========
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 36,447
<SECURITIES> 0
<RECEIVABLES> 28,056
<ALLOWANCES> (1,746)
<INVENTORY> 13,995
<CURRENT-ASSETS> 85,442
<PP&E> 54,965
<DEPRECIATION> (26,063)
<TOTAL-ASSETS> 152,037
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<BONDS> 0
0
0
<COMMON> 161
<OTHER-SE> 75,873
<TOTAL-LIABILITY-AND-EQUITY> 152,037
<SALES> 0
<TOTAL-REVENUES> 59,864
<CGS> 48,284
<TOTAL-COSTS> 54,334
<OTHER-EXPENSES> (544)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 47
<INCOME-PRETAX> 6,027
<INCOME-TAX> 2,299
<INCOME-CONTINUING> 3,728
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<EXTRAORDINARY> 0
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<NET-INCOME> 3,728
<EPS-PRIMARY> 0.23
<EPS-DILUTED> 0.23
</TABLE>
