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 June 30, 1999
-------------
OR
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number 1-10659
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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
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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 August 10, 1999
- --------------------------------------- ------------------------------
Common Stock, par value $0.01 per share 16,111,550
<PAGE>
ROBERTSON-CECO CORPORATION
Form 10-Q
For Quarter Ended June 30, 1999
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets --
June 30, 1999 and December 31, 1998...................3
Condensed Consolidated Statements of Operations --
Three and Six Months Ended June 30, 1999 and 1998.....5
Condensed Consolidated Statements of Cash Flows --
Six Months Ended June 30, 1999 and 1998 ..............7
Notes to Condensed Consolidated Financial
Statements ...........................................8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings .............................................17
Item 4. Submission of Matters to a Vote of Security Holders ...........17
Item 5. Other Information ............................................17
Item 6. Exhibits and Reports on Form 8-K ..............................17
Signatures ..................................................................19
Exhibit Index ...............................................................20
<PAGE>
<TABLE>
ITEM 1. FINANCIAL STATEMENTS
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<CAPTION>
June 30 December 31
1999 1998
------------ ------------
-- ASSETS--
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.............................. $ 36,702 $ 38,203
Accounts and notes receivable, net..................... 27,064 29,878
Inventories:
Work in process.................................... 4,511 4,121
Material and supplies.............................. 8,462 7,397
------------ ------------
Total inventories.................................. 12,973 11,518
Deferred taxes, current................................ 4,597 4,476
Other current assets................................... 5,597 621
------------ ------------
Total current assets............................... 86,933 84,696
PROPERTY - at cost.......................................... 59,194 53,109
Less accumulated depreciation.......................... (26,380) (25,900)
------------ ------------
Property, net...................................... 32,814 27,209
DEFERRED TAXES.............................................. 5,472 6,543
EXCESS OF COST OVER NET ASSETS OF
ACQUIRED BUSINESSES - NET.............................. 24,541 24,955
OTHER NON-CURRENT ASSETS.................................... 964 758
------------ ------------
TOTAL ASSETS........................................... $ 150,724 $ 144,161
============ ============
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>
June 30 December 31
1999 1998
----------- -----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, principally trade.................... $ 11,946 $ 11,340
Accrued payroll and benefits........................... 6,147 8,137
Other accrued liabilities.............................. 14,671 14,156
----------- -----------
Total current liabilities.............................. 32,764 33,633
OTHER LONG-TERM LIABILITIES................................. 36,356 38,556
----------- -----------
TOTAL LIABILITIES........................................... 69,120 72,189
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $0.01 per share................ 161 161
Capital surplus........................................ 178,233 178,233
Accumulated deficit ................................... (96,452) (105,654)
Deferred compensation.................................. (90) (105)
Accumulated other comprehensive income................. (248) (663)
----------- -----------
Stockholders' equity............................... 81,604 71,972
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY...................... $ 150,724 $ 144,161
=========== ===========
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 Six Months Ended
June 30 June 30
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET REVENUES .................................. $ 67,635 $ 74,217 $ 127,499 $ 136,706
COST OF SALES ................................. 53,323 58,221 101,606 109,048
--------- --------- --------- ---------
GROSS PROFIT................................... 14,312 15,996 25,893 27,658
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES .................. 5,789 5,875 11,840 11,764
--------- --------- --------- ---------
OPERATING INCOME .............................. 8,523 10,121 14,053 15,894
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest expense ......................... (27) (306) (74) (647)
Other income - net ....................... 415 442 960 758
--------- --------- --------- ---------
388 136 886 111
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES .................... 8,911 10,257 14,939 16,005
INCOME TAXES .................................. 3,438 3,738 5,737 5,978
--------- --------- --------- ---------
NET INCOME .................................... $ 5,473 $ 6,519 $ 9,202 $ 10,027
========= ========= ========= =========
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 Six Months Ended
June 30 June 30
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
ACCUMULATED DEFICIT AT
BEGINNING OF PERIOD ...................... $(101,925) $(124,665) $(105,654) $(128,173)
NET INCOME ................................... 5,473 6,519 9,202 10,027
--------- --------- --------- ---------
ACCUMULATED DEFICIT AT
END OF PERIOD................... $ (96,452) $(118,146) $ (96,452) $(118,146)
========= ========= ========= =========
BASIC/DILUTED INCOME
PER COMMON SHARE ....................... $ .34 $ .41 $ .57 $ .62
========= ========= ========= =========
SHARES USED IN INCOME
PER SHARE CALCULATION................... 16,063 16,060 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)
Six Months Ended
<CAPTION>
June 30
-----------------------------------------
1999 1998
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................................ $ 9,202 $ 10,027
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization................................ 2,706 2,498
Deferred income taxes........................................ 4,435 5,978
Changes in assets and liabilities:
(Increase) decrease in accounts and notes receivable..... 2,814 (2,048)
Increase in inventories.................................. (1,455) (769)
Increase (decrease) in accounts payable.................. 606 (768)
Net changes in other assets and liabilities.............. (8,598) (3,449)
--------- ---------
NET CASH PROVIDED BY OPERATING
ACTIVITIES............................................... 9,710 11,469
--------- ---------
NET CASH USED FOR DISCONTINUED
OPERATIONS............................................... (3,309) (1,376)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.............................................. (7,902) (2,298)
--------- ---------
NET CASH USED FOR INVESTING ACTIVITIES (7,902) (2,298)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term borrowings ................................. - (2,500)
--------- ---------
NET CASH USED FOR FINANCING ACTIVITIES....................... - (2,500)
--------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS......................................... (1,501) 5,295
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD.......................................... 38,203 19,461
--------- --------
CASH AND CASH EQUIVALENTS -
END OF PERIOD................................................ $ 36,702 $ 24,756
========= =========
SUPPLEMENTAL CASH FLOW DATA:
Cash payments made for:
Interest................................................. $ 60 $ 606
========= =========
Income taxes............................................. $ 1,302 $ -
========= ===============
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 June 30, 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 1998 with
adoption required for fiscal years beginning after December 31, 1998.
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 net income and comprehensive income
for the three and six months ended June 30, 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, 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. OTHER LIABILITIES
-----------------
Other accrued liabilities consisted of the following:
<TABLE>
June 30 December 31
1999 1998
------------ ------------
(In thousands)
<S> <C> <C>
Reserves related to sold or discontinued businesses-
Insurance liabilities ...................................... $ 760 $ 928
Environmental............................................... 1,750 1,750
Warranty claim settlement ................................. 1,000 1,000
Other ..................................................... 846 845
------------ ------------
4,356 4,523
------------ ------------
Warranty and backcharges...................................... 2,008 2,607
Deferred revenue.............................................. 790 500
Other ..................................................... 7,517 6,526
------------ ------------
$ 14,671 $ 14,156
============ ============
</TABLE>
Other long-term liabilities consisted of the following:
<TABLE>
<S> <C> <C>
Reserves related to sold or discontinued businesses -
Insurance liabilities ...................................... $ 4,848 $ 6,225
Environmental .............................................. 2,794 3,572
Warranty claim settlement................................... 1,500 2,000
Dispositions ............................................... 3,801 3,973
Other .................................................... 4,801 4,915
------------ ------------
17,744 20,685
------------ ------------
Warranty and backcharges ..................................... 1,911 2,399
Other ..................................................... 16,701 15,472
------------ ------------
$ 36,356 $ 38,556
============ ============
</TABLE>
See Note 5 regarding contingencies.
4. DEBT
----
Under the terms of the Company's Credit Agreement the Company has a
revolving credit and letter of credit facility of $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 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 June 30,
1999, the borrowing base was approximately $27.8 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, $39.9 million was available for
dividends or repurchase of stock at June 30, 1999. The Company is in
compliance with the provisions of the Credit Agreement.
As of June 30, 1999, the Company had outstanding letters of credit of
approximately $5.8 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, 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 June 30, 1999, the Company had recorded reserves of
approximately $4.5 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 adverse effect on the condensed
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 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 second quarter of 1999 were $67.6 million, a decrease of $6.6
million, or 8.9%, when compared to the second quarter of 1998. For the six
months ended June 30, 1999, revenues were $127.5 million compared to $136.7
million in 1998, a decrease of $9.2 million, or 6.7%. Strong orders experienced
in the Southeast and East continue to be offset by a shortfall of orders in the
Midwest and Canada. Order rates in these two regions slowed late last year with
several large snowfalls slowing incoming business in the Midwest and Canada.
Also, there has been a general slowdown in the Canadian construction economy.
However, as builders have worked off their backlogs, the Company has seen
incoming orders increase to more satisfactory levels. As of June 30, 1999, the
backlog of unfilled orders believed to be firm was approximately $92.6 million,
$6.4 million higher than at the same date last year. Decreased revenues in 1999
directly impacted gross profits which decreased $1.7 million and $1.8 million
for the three and six months ended June 30, 1999, respectively, from the same
periods in 1998. Gross margin decreased slightly to 21.2% in the second quarter
of 1999 from 21.6% in 1998. For the six months ended June 30, 1999, the gross
margin stayed fairly constant at 20.3%.
Selling, general and administrative expenses ("S,G & A") decreased $.1 million
in the second quarter of 1999 compared to the second quarter of 1998.
Year-to-date S,G & A expenses remained fairly constant in 1999 from the same six
month period ended 1998. The Company continues to use temporary resources to
complete several high priority systems projects. These costs were offset by
lower bad debt expense and the effect of a favorable buyout of retiree life
benefits.
Operating income was $8.5 million for the three months ended June 30, 1999,
compared to $10.1 million in 1998, a 15.8% decrease. For the six months ended
June 30, 1999 operating income was $14.1 million compared to $15.9 million for
the same period ended 1998, a 11.6% decrease.
Interest expense declined $.3 million for the three months ended June 30, 1999
from the prior year to approximately $27,000. For the six months ended June 30,
1999 interest expense declined $.6 million from the same period ended 1998 to
$.1 million. All debt (other than the outstanding letters of credit) was repaid
in September, 1998. The interest cost in 1999 relates to the Company's letters
of credit. Other income-net consists almost entirely of interest income and
remained fairly constant for the three month period ended June 30, 1998 and
1999, and increased $.2 million for the six months ended June 30, 1999 from the
same period in 1998. This increase is the direct result of higher average cash
balances between years.
Net income was $5.5 million, $.34 per share, during the three months ended June
30, 1999 compared to $6.5 million, $.41 per share, in the same period in 1998.
For the six months ended June 30, 1999 and 1998, net income was $9.2 million and
$10.0 million, or $.57 per share and $.62 per share, respectively. Decreased
revenues, partially offset by lower interest costs and higher interest income,
caused the three and six month periods ended June 30, 1999 to be unfavorable to
the same period last year.
Backlog of Orders
- -----------------
At June 30, 1999, the backlog of unfilled orders believed to be firm was
approximately $92.6 million compared to a backlog of $86.2 million at June 30,
1998 and $69.3 million at December 31, 1998.
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 six months ended June 30, 1999, the Company generated $9.7 million of
cash from its operating activities compared to $11.5 million during the same
period ended 1998. Operating cash flow in 1999 declined from 1998 due to
payments made for state income tax totaling $1.3 million and deposits made
totaling $4.6 million (reflected in other current assets) related to equipment
purchases for the Tennessee plant. Management expects that these deposits will
be reimbursed when operating leases are put in place later in the year. Strong
collections on receivables in the second quarter of 1999 mitigated the impact of
cash paid for taxes and the deposits.
During the six months ended June 30, 1999, the Company reduced reserves by
approximately $3.3 million related to discontinued operations compared to a
reduction of $1.4 million during the same period in 1998. These reductions were
primarily 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 at the clean up sites and the ability of the company to
settle litigation on favorable terms. Management will continue to pursue
settlement of these matters where possible and where favorable resolution can be
accomplished.
Cash spent for additions to the Company's plant and equipment was $7.9 million.
Capital spending in 1999 and subsequent years will be at higher levels than the
Company has experienced in recent years as the Company moves forward with the
new Tennessee plant and upgrades and improves existing equipment. Capital
expenditures for the new plant for the six months ended June 30, 1999 were $2.7
million.
The Company paid down $2.5 million of debt during the six months ended June 30,
1998 per the terms of the Credit Agreement. In September, 1998, the remaining
term loan balance of $12.5 million was paid in full and availability under the
revolving credit was reduced to $15.0 million. See Note 4.
Cash and cash equivalents decreased by $1.5 million during the first six months
ended June 30, 1999 and increased $5.3 million during the same period ended
1998. At June 30, 1999 and 1998 the Company had $36.7 million and $24.8 million
of cash and cash equivalents, respectively.
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. At this point, all programming and software upgrade
tasks have been completed and implemented. The anticipated date of completion of
the final testing is September 1999. Expenditures for this process approximate
$3.0 million to date and the Company has budgeted an additional $.1 million for
completion. Until the assessment of manufacturing equipment and facilities has
been completed, we cannot state with any degree of certainty the timetable for
completion of potential modifications or related costs. However, the review of
equipment and facilities which could create an element of Year 2000 risk
indicates 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
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 3. 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 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 4. Submission of Matters to a Vote of Security Stockholders
The Company's Annual Meeting (the "Annual Meeting") of
Stockholders was held on May 18, 1999. The only matter voted on
was the election of directors. Set forth below is the tabulation
of the votes:
NAME FOR WITHHELD
Andrew G.C. Sage, II 14,119,622 10,339
Michael E. Heisley, Sr. 14,120,124 9,837
Michael E. Heisley, Jr. 14,120,853 9,108
E.A. Roskovensky 14,120,920 9,041
Frank A. Benevento 14,120,918 9,043
Stanley G. Berman 14,120,921 9,040
Stanley H. Meadows 14,120,921 9,040
Gregg C. Sage 14,120,847 9,114
Item 5. Other Information
Shareholders wishing to bring a proposal before the 2000 Annual
Meeting of the Shareholders (but not include it in the Company's
Proxy Statement) must cause written notice of the proposal to be
received by the Company at the principal executive offices at
5000 Executive Parkway, Suite 425, San Ramon, CA 94583 by no
later than March 10, 2000.
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
August 13, 1999
- ---------------
<PAGE>
ROBERTSON-CECO CORPORATION
EXHIBIT INDEX
EXHIBIT 11 - Computation of Earnings Per Common Share
EXHIBIT 27 - Financial Data Schedule
EXHIBIT 11
<TABLE>
ROBERTSON-CECO CORPORATION
COMPUTATION OF BASIC EARNINGS PER COMMON SHARE
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------ -------------------------
1999 1998 1999 1998
----------- ---------- --------- -----------
<S> <C> <C> <C> <C>
BASIC:
Income:
Net income for basic earnings per
share calculation ........... $ 5,473 $ 6,519 $ 9,202 $10,027
=========== ============ ============ =======
Shares:
Average number of common
shares outstanding ............ 16,063 16,060 16,063 16,060
=========== ============ ============ =======
Earnings Per Share:
Net income per share ............ $ .34 $ .41 $ .57 $ .62
=========== ============ ============ =======
</TABLE>
<TABLE>
ROBERTSON-CECO CORPORATION
COMPUTATION OF DILUTED EARNINGS PER COMMON SHARE
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ -----------------
1999 1998 1999 1998
------- -------- ------- -------
<S> <C> <C> <C> <C>
DILUTED:
Income:
Net income for diluted earnings per
share calculation .................. $ 5,473 $ 6,519 $ 9,202 $10,027
======= ======= ======= =======
Shares:
Average number of common
shares outstanding ................. 16,063 16,060 16,063 16,060
Incremental shares to reflect dilutive
effect of deferred compensation plan 24 37 23 37
------- ------- ------- -------
Total number of common shares
assuming dilution .................. 16,087 16,097 16,086 16,097
======= ======= ======= =======
Earnings Per Share:
Net income per share ................... $ .34 $ .41 $ .57 $ .62
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 36,702
<SECURITIES> 0
<RECEIVABLES> 28,536
<ALLOWANCES> (1,472)
<INVENTORY> 12,973
<CURRENT-ASSETS> 86,933
<PP&E> 59,194
<DEPRECIATION> (26,380)
<TOTAL-ASSETS> 150,724
<CURRENT-LIABILITIES> 32,764
<BONDS> 0
0
0
<COMMON> 161
<OTHER-SE> 81,604
<TOTAL-LIABILITY-AND-EQUITY> 150,724
<SALES> 0
<TOTAL-REVENUES> 127,499
<CGS> 101,606
<TOTAL-COSTS> 113,446
<OTHER-EXPENSES> (960)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74
<INCOME-PRETAX> 14,939
<INCOME-TAX> 5,737
<INCOME-CONTINUING> 9,202
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,202
<EPS-BASIC> 0.57
<EPS-DILUTED> 0.57
</TABLE>
