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, 2000
--------------
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, 2000
- ----------------------------------------- ------------------------------
Common Stock, par value $0.01 per share 16,096,550
<PAGE>
ROBERTSON-CECO CORPORATION
Form 10-Q
---------
For Quarter Ended March 31, 2000
--------------------------------
INDEX
-----
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets --
March 31, 2000 and December 31, 1999 .................3
Condensed Consolidated Statements of Operations --
Three Months Ended March 31, 2000 and 1999 ..........5
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 31, 2000 and 1999 ..........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 ...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>
ITEM 1.
<TABLE>
FINANCIAL STATEMENTS
ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<CAPTION>
March 31 December 31
2000 1999
------------ ------------
-- ASSETS--
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.............................. $ 63,047 $ 47,527
Accounts and notes receivable, net..................... 24,122 30,987
Inventories:
Work in process.................................... 6,558 5,526
Material and supplies.............................. 15,919 14,205
------------ ------------
Total inventories.................................. 22,477 19,731
Deferred taxes, current................................ 5,004 5,884
Other current assets................................... 1,939 4,254
------------ ------------
Total current assets............................... 116,589 108,383
PROPERTY, PLANT AND EQUIPMENT, at cost...................... 72,152 67,960
Less accumulated depreciation.......................... (27,294) (26,691)
------------ ------------
Property, plant and equipment, net................. 44,858 41,269
NET DEFERRED TAXES, NON CURRENT............................. 2,409 2,849
EXCESS OF COST OVER NET ASSETS OF
ACQUIRED BUSINESSES ................................... 23,920 24,127
OTHER NON-CURRENT ASSETS.................................... 1,684 1,609
------------ ------------
TOTAL ASSETS........................................... $ 189,460 $ 178,237
============ ============
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
2000 1999
------------ ------------
<S> <C> <C>
- --LIABILITIES AND STOCKHOLDERS' EQUITY--
CURRENT LIABILITIES:
Accounts payable, principally trade.................... $ 12,531 $ 11,788
Accrued payroll and benefits........................... 5,627 8,282
Long-term debt, current................................ 920 -
Other accrued liabilities.............................. 13,658 12,696
----------- -----------
Total current liabilities.......................... 32,736 32,766
LONG-TERM DEBT.............................................. 8,050 -
----------- -----------
LONG-TERM LIABILITIES....................................... 40,717 41,011
----------- -----------
TOTAL LIABILITIES........................................... 81,503 73,777
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $0.01 per share................ 161 161
Capital surplus........................................ 178,233 178,233
Accumulated deficit ................................... (70,350) (73,911)
Deferred compensation.................................. (66) (74)
Accumulated other comprehensive income................. (21) 51
----------- -----------
Stockholders' equity............................... 107,957 104,460
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY...................... $ 189,460 $ 178,237
=========== ==========
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
-----------------------------------------
2000 1999
------------ -----------
<S> <C> <C>
NET REVENUES................................................ $ 68,603 $ 59,864
COST OF SALES............................................... 56,673 48,284
------------ ------------
GROSS PROFIT................................................ 11,930 11,580
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES................................ 6,898 6,050
------------ ------------
OPERATING INCOME............................................ 5,032 5,530
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense....................................... (182) (47)
Other income - net..................................... 906 544
------------ ------------
724 497
------------ ------------
INCOME BEFORE INCOME TAXES.................................. 5,756 6,027
INCOME TAXES................................................ 2,195 2,299
------------ ------------
NET INCOME.................................................. $ 3,561 $ 3,728
============ ============
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
------------------------------------------
2000 1999
------------ ------------
<S> <C> <C>
ACCUMULATED DEFICIT AT
BEGINNING OF PERIOD .................................. $ (73,911) $ (105,654)
NET INCOME ................................................ 3,561 3,728
------------- -------------
ACCUMULATED DEFICIT AT
END OF PERIOD ........................................ $ (70,350) $ (101,926)
============== =============
BASIC/DILUTED INCOME PER
COMMON SHARE .......................................... $ .22 $ .23
============= =============
SHARES USED IN INCOME PER
SHARE CALCULATION ..................................... 16,063 16,063
============= =============
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
---------------------------------------
2000 1999
------------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................................... $ 3,561 $ 3,728
Adjustments to reconcile net income to net
cash provided by (used for) operating activities:
Depreciation and amortization................................ 1,300 1,306
Deferred income taxes........................................ 2,061 1,729
Changes in assets and liabilities:
Decrease in accounts and notes receivable................ 6,865 3,568
Increase in inventories.................................. (2,746) (2,477)
Increase in accounts payable............................. 743 574
Net changes in other assets and liabilities.............. 63 (5,871)
--------- ---------
NET CASH PROVIDED BY OPERATING
ACTIVITIES............................................... 11,847 2,557
--------- ---------
NET CASH USED FOR DISCONTINUED
OPERATIONS ............................................. (831) (1,456)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.............................................. (4,466) (2,857)
--------- ---------
NET CASH USED FOR INVESTING ACTIVITIES (4,466) (2,857)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings................................ 9,200 -
Payments on long-term borrowings ................................. (230) -
--------- --------
NET CASH USED FOR FINANCING ACTIVITIES....................... 8,970 -
--------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS..................................... 15,520 (1,756)
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD...................................... 47,527 38,203
--------- --------
CASH AND CASH EQUIVALENTS -
END OF PERIOD............................................ $ 63,047 $ 36,447
========= =========
SUPPLEMENTAL CASH FLOW DATA:
Cash payments made for:
Interest................................................. $ 139 $ -
========= ========
Income taxes............................................. $ 134 $ 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, 2000 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 2000
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, 2000 and
1999.
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 remaining 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
-----------------
<TABLE>
Other accrued liabilities consisted of the following:
March 31 December 31
2000 1999
------------ ------------
(Thousands)
<S> <C> <C>
Reserves related to sold or discontinued businesses-
Insurance liabilities ...................................... $ 760 $ 760
Environmental............................................... 1,750 1,750
Warranty claim settlement ................................. 1,000 1,000
Other ..................................................... 447 447
------------ ------------
3,957 3,957
------------ ------------
Warranty and backcharges...................................... 2,288 2,299
Deferred revenue.............................................. 645 308
Other ..................................................... 6,768 6,132
------------ ------------
$ 13,658 $ 12,696
============ ============
Other long-term liabilities consisted of the following:
Reserves related to sold or discontinued business -
Insurance liabilities ...................................... $ 3,883 $ 3,908
Environmental .............................................. 3,131 3,625
Warranty claim settlement................................... 750 1,000
Dispositions ............................................... 2,154 2,151
Other .................................................... 2,395 2,460
------------ ------------
12,313 13,144
------------ ------------
Warranty and backcharges ..................................... 2,322 2,293
Other ........................................................ 26,082 25,574
------------ ------------
$ 40,717 $ 41,011
============ ============
</TABLE>
See Note 5 regarding contingencies.
4. DEBT
----
On December 31, 1996, the Company entered into a credit agreement
("Credit Agreement") with a group of banks. Under the original terms of
the Credit Agreement, the lenders agreed to provide a term loan of up
to $20 million, due June 30, 2001 which was paid in full in September,
1998. At that date, the Company reduced the amount available under the
revolving credit and letter of credit facility from $25 million to $15
million maturing December 31, 2001. Up to $12 million of the revolving
credit facility can be used to support outstanding letters of credit.
As of March 31, 2000, the Company had outstanding letters of credit of
approximately $2.5 million used principally to support insurance and
bonding programs. Interest on loans under the Credit Agreement are
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, 2000, the borrowing
base was approximately $29.3 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 Credit
Agreement, $53.5 million was available for dividends or repurchase of
stock at March 31, 2000. The Company is in compliance with the
provisions of the Credit Agreement.
<PAGE>
In January 2000, the Company borrowed $9.2 million under an Industrial
Revenue Bond to finance the new manufacturing facility in Elizabethton,
Tennessee. The Bond term is 10 years, and principal and interest
payments are due quarterly. Interest is payable at 6.04% of the
outstanding balance.
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 has been incurred and the amount
of the loss can be reasonably estimated.
The Company continues to be liable for obligations associated with sold
or discontinued businesses prior to their sale or disposition including
liabilities arising from Company self-insurance programs, unfunded
pensions, warranty and rectification claims, environmental clean-up
matters, and unresolved litigation. 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 adverse 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, 2000, the Company has recorded reserves
of approximately $4.9 million, representing the best estimate of
management and the third parties 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 ultimate expenditures for
these matters will materially exceed the amounts accrued.
5. BUYOUT PROPOSAL
---------------
On April 20, 2000, the Company entered into an Agreement and Plan of
Merger (the "Agreement") with RHH Acquisition Corp. ("RHH
Acquisition"), a company owned by Michael E. Heisley, Sr., Chief
Executive Officer of the Company, and his affiliates, E.A. Roskovensky,
President of the Company, and Andrew G.C. Sage, II, a director of the
Company, that currently owns 71.9% of the Company's outstanding common
stock. Pursuant to the Agreement, which contains customary conditions,
RHH Acquisition has commenced a cash tender offer for any and all
shares of the Company's common stock not owned by it at a price of
$11.50 net to the seller in cash, subject to the condition that the
number of shares tendered when combined with those already owned by RHH
Acquisition equal at least 90% of the shares of common stock issued and
outstanding. Following the tender offer, RHH Acquisition will be merged
with and into the Company and holders of Company common stock (other
than RHH Acquisition) will have their shares converted into the right
to receive $11.50 in cash. If RHH Acquisition acquires enough shares in
the tender offer so that Heico and its affiliates own more than 90% of
all outstanding shares of the Company's common stock, the merger will
take place without a vote of the Company's shareholders immediately
after the tender offer is consummated.
On December 9, 1999, a class action lawsuit was filed in the Court of
Chancery of the State of Delaware alleging, inter alia, breach of
fiduciary duties on the part of the directors of the Company in
connection with the Heico proposal. On December 10, 1999, two similar
class action lawsuits were filed, one in the Court of Chancery of the
State of Delaware, and another in the Superior Court of the State of
California. On April 20, 2000, the Company reached an agreement in
principle to settle the two lawsuits filed in Delaware. The proposed
settlement comtemplates that the litigation will be dismissed with
prejudice and releases will be given. The proposed settlement is
subject to execution of definitive settlement documents and to court
approval. The proposed settlement also comtemplates the payment of the
plaintiff's legal fees which are not material to the Company's
Consolidated Financial Statements.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Results Of Operations
- ---------------------
Revenues for the first quarter of 2000 were $68.6 million, an increase of $8.7
million, or 14.6%, when compared to the first quarter of 1999. A very high
backlog at the beginning of the year and a continued good incoming order pace at
most locations during the first quarter of 2000 contributed to higher revenues.
However, due to approximately $1.1 million in start up losses at the new
Tennessee plant in 2000, gross margin decreased from 19.3% to 17.4% for the
three months ended March 31, 1999 and 2000, respectively. Thus gross profit for
the three months ended March 31, 2000 of $11.9 million was only slightly higher
than the same period in 1999.
Selling, general and administrative expenses ("S,G & A") increased $0.8 million
in the first quarter of 2000 compared to the first quarter of 1999. Selling
costs increased as commissions increased and the Company added sales personnel
in most locations to improve sales volumes and support the new plant.
The combination of increased revenues, start up costs at the new plant and
increased S,G & A expenses resulted in operating income of $5.0 million for the
three months ended March 31, 2000 compared to $5.5 million in 1999, a 9.0%
decrease.
Income before taxes for the three months ended March 31, 2000 of $5.8 million
was slightly behind income for the same period in 1999. Interest expense
increased $.01 million from 1999 due to the Industrial Revenue Bond issued in
January 2000. Other income-net, which consists almost entirely of interest
income, increased $0.4 million for the three months ended March 31, 2000 from
the same period in 1999 due to higher average cash balances between years.
Net income was $3.6 million, or $.22 per share, during the three months ended
March 31, 2000 compared to $3.7 million, or $.23 per share, in the same period
in 1999.
Backlog of Orders
- -----------------
At March 31, 2000 the backlog of unfilled orders believed to be firm was
approximately $92.3 million compared to a backlog of $71.5 million at March 31,
1999 and $91.3 million at December 31, 1999.
<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 Company's Consolidated Financial Statements.
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, 2000, the Company generated $11.8
million of cash from its operating activities compared to $2.6 million during
the same period in 1999. Operating cash flow in 2000 benefited from pre-tax
income of $5.8 million and strong collections of receivables. During the first
quarter of 1999, the Company made deposits totaling $2.6 million related to
equipment for the Tennessee plant. Most of these amounts have been reimbursed as
of March 31, 2000 as operating leases have been put in place.
During the three months ended March 31, 2000, the Company spent approximately
$0.8 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 at 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.
Cash spent for additions to the Company's plant and equipment was $4.5 million.
Capital spending in 2000 includes continued spending on the new Tennessee plant
and upgrades to machinery and equipment at existing plants. Capital expenditures
for the new plant for the three months ended March 31, 2000 were $1.2 million.
In January 2000, the Company issued an Industrial Revenue Bond in the amount of
$9.2 million to support the new manufacturing facility in Elizabethton,
Tennessee. Under the terms of the Bond, the Company paid down $0.2 million in
March 2000. 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, 2000, the Borrowing Base was
estimated to be $29.3 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. As of March 31, 2000 the
Company had unused availability under the Credit Facility of $12.5 million and
its outstanding letters of credit balance was $2.5 million.
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 assessed its computer equipment and business computer systems
as well as its manufacturing
<PAGE>
equipment and facilities with embedded systems in preparation for the Year 2000.
Modifications to the Company's business computer systems found to be necessary
during the above assessments were completed, as expected, prior to year-end.
Expenditures for this assessment and modification process approximated $3.4
million.
No detrimental Year 2000 issues were experienced by the Company on January 1,
2000, nor have any residual issues been experienced to date. No internal systems
or equipment malfunctioned, nor were any vendors or suppliers unable to deliver
goods or services.
This is a Year 2000 Readiness Disclosure Statement within the meaning of the
Year 2000 Information and Readiness Disclosure Act (P.L.105 - 271).
<PAGE>
"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, 1999, 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 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, 2000
<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
---------------------------
2000 1999
----------- -----------
BASIC:
Income:
Net income for basic earnings per
share calculation ......................... $ 3,561 $ 3,728
========= ==========
Shares:
Average number of common
shares outstanding......................... 16,063 16,063
========== ==========
Earnings Per Share:
Net income per share......................... $ .22 $ .23
=========== ==========
<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
2000 1999
---- ----
DILUTED:
Income:
Net income for diluted earnings per
share calculation ............................ $ 3,561 $ 3,728
=========== ===========
Shares:
Average number of common
shares outstanding............................ 16,063 16,063
Incremental shares to reflect dilutive
effect of deferred compensation plan.......... 27 21
----------- -----------
Total number of common shares
assuming dilution ............................ 16,090 16,084
========== ===========
Earnings Per Share:
Net income per share............................ $ .22 $ .23
========== ===========
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 63,047
<SECURITIES> 0
<RECEIVABLES> 26,012
<ALLOWANCES> (1,890)
<INVENTORY> 22,477
<CURRENT-ASSETS> 116,589
<PP&E> 72,152
<DEPRECIATION> (27,294)
<TOTAL-ASSETS> 189,460
<CURRENT-LIABILITIES> 32,736
<BONDS> 0
0
0
<COMMON> 161
<OTHER-SE> 107,957
<TOTAL-LIABILITY-AND-EQUITY> 189,460
<SALES> 0
<TOTAL-REVENUES> 68,603
<CGS> 56,673
<TOTAL-COSTS> 63,571
<OTHER-EXPENSES> (906)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 182
<INCOME-PRETAX> 5,756
<INCOME-TAX> 2,195
<INCOME-CONTINUING> 3,561
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,561
<EPS-BASIC> 0.22
<EPS-DILUTED> 0.22
</TABLE>
