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================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number:
0-25834
---------------------------
EASCO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3157362
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)
706 SOUTH STATE STREET, GIRARD, OHIO
(Address of principal executive office)
44420
(Zip Code)
(330) 545-4311
(Registrant's telephone number, including area code)
Indicate by check mark whether the 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 April 24, 1998
----- -----------------------------
Common Stock, $0.01 Par Value 10,466,672
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 1998 and December 31, 1997 .................3
Condensed Consolidated Statements of Operations for the three months ended
March 31, 1998 and 1997........................................................................4
Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 1998 and 1997........................................................................5
Notes to Condensed Consolidated Financial Statements..............................................6
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of
Operations......................................................................................7-9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................................10
Signature...........................................................................................11
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
EASCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 7,944 $ 8,470
Receivables, net 44,236 41,881
Inventories 30,542 40,059
Other current assets 2,915 4,061
--------- ---------
Total current assets 85,637 94,471
--------- ---------
Property, plant and equipment, net 78,969 81,875
Goodwill, net 52,860 53,238
Other assets 6,464 6,680
========= =========
Total assets $ 223,930 $ 236,264
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 17,569 $ 29,363
Accrued insurance obligations 1,643 3,290
Accrued payroll 4,882 5,596
Other current liabilities 14,909 15,087
--------- ---------
Total current liabilities 39,003 53,336
Long-term debt 85,000 85,000
Deferred income taxes 13,968 14,291
Accrued pension benefits 1,715 1,760
Accrued postretirement benefits 3,044 2,879
Other non-current liabilities 9,001 10,479
--------- ---------
Total liabilities 151,731 167,745
--------- ---------
Commitments and contingencies -- --
Stockholders' equity:
Preferred Stock, $.01 par value, authorized
1,000,000 shares; none issued or outstanding -- --
Common Stock, $.01 par value, authorized 40,000,000 shares;
12,471,894 and 12,440,276 issued and
outstanding at March 31, 1998 and
December 31, 1997, respectively 125 124
Paid-in capital 82,250 81,875
Retained earnings 9,814 6,510
Less: treasury stock, 2,005,222 shares (19,990) (19,990)
--------- ---------
Total stockholders' equity 72,199 68,519
--------- ---------
Total liabilities and stockholders' equity $ 223,930 $ 236,264
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
EASCO, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------
MARCH 31, MARCH 31,
1998 1997
------------ ------------
<S> <C> <C>
Net sales:
Product $ 65,451 $ 61,780
Tolling fees 15,403 15,505
------------ ------------
80,854 77,285
Cost of products sold 71,205 70,505
------------ ------------
Gross profit 9,649 6,780
Selling, general and administrative 4,124 3,982
Amortization of goodwill and other 414 414
Management fees 225 225
Non-recurring gain (3,041) --
------------ ------------
Operating profit 7,927 2,159
Interest expense (net) 2,052 2,164
------------ ------------
Income (loss) before income tax 5,875 (5)
Income tax provision (benefit) 2,467 (2)
------------ ------------
Net income (loss) $ 3,408 $ (3)
============ ============
Basic earnings (loss) per share $ 0.33 $ 0.00
============ ============
Diluted earnings (loss) per share $ 0.32 $ 0.00
============ ============
Weighted average number of
common shares 10,444,159 10,409,670
============ ============
Weighted average number of
common shares - assuming dilution 10,795,919 10,579,787
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
EASCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
MARCH 31, MARCH 31,
1998 1997
--------- ---------
<S> <C> <C>
Cash flows from operations:
Net income $ 3,408 $ (3)
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation 1,721 1,788
Amortization of goodwill and other intangibles 414 414
Amortization of deferred debt issue costs 144 143
Stock compensation expense 52 60
Gain on sale of assets (3,041)
Changes in operating assets and liabilities:
Increase in receivables (3,152) (2,096)
Decrease (increase) in inventories 5,942 (856)
Decrease in other current assets 226 2,350
(Increase) decrease in other assets (98) 737
(Decrease) increase in other accounts payable,
accruals, and other current liabilities (13,235) 1,226
Increase in deferred taxes (net) 76 124
Decrease in other noncurrent liabilities (1,358) (557)
-------- --------
Net cash (used for) provided by operating activities (8,901) 3,330
-------- --------
Cash flows from investing activities:
Proceeds from sale of assets 13,225 --
Property additions (net) (5,070) (1,598)
-------- --------
Net cash provided by (used for) investing activities 8,155 (1,598)
-------- --------
Cash flows from financing activities:
Issuance of Common Stock 324 --
Cash dividends paid (104) (104)
-------- --------
Net cash provided by (used for) financing activities 220 (104)
-------- --------
Net (decrease) increase for the period (526) 1,628
Cash and cash equivalents, beginning of period 8,470 13,245
======== ========
Cash and cash equivalents, end of period $ 7,944 $ 14,873
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
EASCO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include the accounts of Easco, Inc. (the "Company") and its wholly-owned
subsidiary Easco Corporation ("Easco") and Easco's wholly-owned subsidiary,
Dolton Aluminum Company, Inc. ("Dolton"). These condensed financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial statements and accordingly do not include all of the
information and disclosures generally required for complete financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been made.
2. Inventories
At March 31, 1998 and December 31, 1997, inventories consist of:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- ------------
<S> <C> <C>
Raw materials $ 575 $ 2,226
Work-in-process 17,192 20,028
Finished goods 14,232 20,308
-------- --------
Total at FIFO cost 31,999 42,562
Less excess of FIFO cost over
LIFO values (1,457) (2,503)
-------- --------
Total $ 30,542 $ 40,059
======== ========
</TABLE>
Inventories are valued at the lower of cost or market, with cost
determined using the last-in, first-out (LIFO) method.
3. Non-Recurring Gain
In the first quarter of 1998, the Company realized a pre-tax,
non-recurring gain of $3.0 million related to the sale of its vinyl extrusion
operations. The transaction was recorded as an asset sale and involved the
transfer of all assets and liabilities associated with the vinyl extrusion
operations.
4. Contingencies
Litigation
Lawsuits and claims are filed from time to time against the Company in
the ordinary course of business. Management of the Company, after reviewing
developments to date with legal counsel, is of the opinion that the outcome of
such matters will not have a material adverse effect on the Company's financial
condition, results of operations or liquidity.
Environmental Matters
The Company is subject to a wide variety of environmental laws which
continue to be adopted and amended. While the ultimate extent of the Company's
liability for pending or potential fines, penalties, remedial costs, claims and
litigation relating to environmental laws and health and safety matters and
future capital expenditures that may be associated with environmental laws
cannot be determined at this time, management continually assesses the Company's
environmental contingencies. The Company has recorded a reserve of $5.9 million
at March 31, 1998.
6
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
Easco, Inc. is the largest independent extruder of soft alloy aluminum products
in the United States and is a leading producer of painted extrusions. The
Company operates 21 aluminum extrusion presses and three casting facilities. The
Company's products include standard and custom profiles, conduit and drawn
tubing.
Demand remained strong in most of the Company's markets during the first quarter
of 1998. Order rates were healthy and shipments increased from last year's first
quarter. The Company completed the sale of its vinyl extrusion operation in
January, 1998 and recorded a pre-tax nonrecurring gain, net of expenses, of $3.0
million
The expansion of the Company's casting operation in Ahoskie, North Carolina is
currently on schedule for a planned late second quarter start-up. In addition,
the casting and extrusion equipment upgrade programs at the Company's Dolton,
Illinois facility are nearing completion. These upgrades are planned to improve
the Dolton operation's efficiency and product quality.
BASIS OF PRESENTATION:
The following table sets forth, for the periods shown, certain of the
Company's unaudited performance statistics.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
--------- ---------
(AMOUNTS IN MILLIONS, EXCEPT PER POUND DATA)
<S> <C> <C>
Net sales $ 80.9 $ 77.3
Gross profit 9.6 6.8
Nonrecurring gain 3.0 --
Operating profit 7.9 2.2
Net income (loss) $ 3.4 $ (0.3)
Pounds shipped:
Company-owned material 52.7 49.6
Customer Conversion Program 27.2 28.1
------- -------
Total pounds shipped 79.9 77.7
======= =======
Other performance measures:
Operating profit $ 7.9 $ 2.2
Non-cash and nonrecurring charges (income):
Depreciation and amortization 2.1 2.2
Non-recurring gain (3.0) --
------- -------
Adjusted EBITDA $ 7.0 $ 4.4
======= =======
Gross profit per pound $ 0.120 $ 0.088
Adjusted EBITDA per pound $ 0.088 $ 0.057
</TABLE>
7
<PAGE> 8
Aluminum Price Fluctuation Management Programs. Under its Customer Conversion
Program, the Company's customers supply aluminum directly to the Company, and
the Company converts this aluminum into finished product for an agreed tolling
charge. Accordingly, neither net sales nor cost of products sold reflect the raw
material cost for these sales, and, depending upon the degree to which aluminum
is customer-supplied, net sales and cost of products sold will fluctuate without
regard to underlying business activity. Combined with the Company's turnover of
its aluminum inventory and the Company's metal hedging strategies, this program
serves to minimize the impact of aluminum price changes on the Company.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS
ENDED MARCH 31, 1998 AND 1997
Net sales for the first quarter of 1998 increased 4.7% to $80.9 million
from $77.3 million in the first quarter of 1997. This increase was primarily due
to a 2.8% increase in shipments and a lower percentage of shipments under the
Customer Conversion Program.
For the quarter ended March 31, 1998, gross profit was $9.6 million, an
increase of 41.2% over $6.8 million for the same period in 1997. This increase
was largely a result of process improvement initiatives at each of the Company's
manufacturing facilities, particularly it's Dolton, Illinois operations. These
initiatives have reduced costs through higher productivity, improved plant
safety and reduced spending.
Selling, general and administrative expenses increased 2.5% from $4.0
million in the first quarter of 1997 to $4.1 million in the same period of 1998.
This increase was primarily due to increased selling expenses on the higher
sales volume.
During the first quarter of 1998, the Company recorded a pre-tax
nonrecurring gain of $3.0 million related to the sale of the Company's vinyl
extrusion operations. The gain is net of any expenses related to the negotiation
and completion of the sales agreement.
Operating profit for the quarter ended March 31, 1998 increased to $7.9
million from $2.2 million for the same period in 1997. Excluding the
nonrecurring item, operating income for the three months ended March 31, 1998
was $4.9 million. The increase was primarily a result of the factors discussed
above.
Net interest expense for the first quarter of 1998 was slightly lower
than the same period in 1997. The decrease was due to capitalization of interest
for the Ahoskie, North Carolina expansion project in 1998.
For the quarter ended March 31, 1998, net income was $3.4 million
compared to a net loss of $0.3 million for the quarter ended March 31, 1997.
Income taxes were applied at the Company's estimated effective annual rate. This
rate differs from the federal statutory rate primarily due to non-deductible
goodwill and state taxes.
FINANCIAL CONDITION; LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of funds are cash on hand, cash flow
from operations and borrowings under a $40 million revolving credit facility
with a syndicate of banks. There were no borrowings and $3.4 million of letters
of credit outstanding under the revolving credit facility as of March 31, 1998.
Availability under the revolving credit facility was $36.6 million as of March
31, 1998.
Working capital at March 31, 1998 was $46.6 million compared to $41.1
million at December 31, 1997. This increase was principally due to higher
accounts receivable from increased sales and lower accounts payable offset in
part by cash generated from reduced inventory quantities. Inventory quantities
were reduced to more normal levels after a planned build at the end of 1997.
Cash flow from investing activities includes $13.2 million of proceeds
from the sale of the Company's vinyl extrusion operation. Capital expenditures
totaled $5.3 million for the first three months of 1998 compared to $1.6 million
in the same period of 1997. The Company intends to incur capital spending of
approximately $10.0 million for the remainder of 1998. The Company is making
these expenditures to purchase, modernize or upgrade production equipment and to
maintain facilities. The costs of these capital projects, which would normally
be funded out of the Company's operating cash flow and borrowings, if necessary,
under the revolving line of credit, are being funded in the near term with
proceeds from the sale of the vinyl extrusion operation. In addition, the
8
<PAGE> 9
Company expects to receive proceeds of approximately $6.0 million during the
second quarter from an industrial revenue bond issue related to the ongoing
Ahoskie, North Carolina expansion.
Long-term debt consisted of $85.0 million of 10% Senior Notes, due 2001
at March 31, 1998 and December 31, 1997. The Company has no scheduled principal
amortization requirements with respect to any of its debt until 2000.
The Company believes that it's cash flow from operations and available
sources of borrowings will be sufficient to finance its anticipated cash
requirements at least until the expiration date of the Company's revolving
credit facility in 2000, at which time the Company would expect to renew or
replace that facility.
RISK MANAGEMENT
In the normal course of business, the Company enters into forward fixed
price arrangements with certain of its customers. The aluminum cost component of
the forward sales contracts is typically fixed for the duration of the
contracts. In order to hedge its exposure to aluminum price volatility under
these forward sales contracts, the Company may enter into aluminum futures
contracts based on the scheduled deliveries of product. The Company is exposed
to losses in the event of non-performance by the counterparties to these
agreements. However, the Company only uses recognized brokerage firms for the
purchase of aluminum futures contracts and does not anticipate non-performance
by these counterparties. Gains and losses on aluminum futures contracts are
deferred and recognized as product is shipped in satisfaction of the hedged
sales contracts.
At March 31, 1998, the Company was a party to aluminum futures
contracts with a nominal value of $7.2 million. These aluminum futures contracts
cover approximately 10.4 million pounds of aluminum at prices expected to be
settled financially in cash as they reach their respective settlement dates. As
of March 31, 1998, the nominal value of the aluminum futures contracts was
approximately $250,000 greater than market value.
CAUTIONARY STATEMENT
The statements in the third paragraph of the section titled "Overview"
concerning anticipated events are forward looking statements as such term is
used under the Private Securities Litigation Reform Act of 1995. The Company's
performance may be affected by many uncertainties that exist in the Company's
operations and business environment that may cause actual performance to differ
materially from performance suggested by any forward looking statements.
Demand for the Company's products is cyclical in nature and subject to
changes in general market conditions that affect demand. The Company's customers
operate primarily in industries (e.g., building and construction and
transportation) that are affected by changes in economic conditions, which in
turn can affect orders for extrusions. The Company and the extrusion industry
generally operate without significant order backlogs. As a result, economic
slowdowns and recessions could adversely affect the extrusion industry and the
Company. The Company's performance may also be affected by other risks and
uncertainties that may cause actual performance to differ materially from any
forward-looking statements, including but not limited to the following: the
Company's level of utilization of its extrusion capacity and the impact of
capacity utilization on costs; the Company's ability to increase its market
share, which may be necessary to maximize capacity utilization, and the costs
associated with any such effects; the highly competitive nature of the extrusion
industry and the relatively greater capitalization and lower levels of
indebtedness of certain competitors, particularly integrated aluminum producers
(including, among others, Alcoa which recently agreed to acquire Alumax, one of
the Company's principal competitors); developments with respect to contingencies
such as environmental matters and litigation; the impact on variable costs of
changes in labor market conditions and energy and raw materials costs (primarily
aluminum); seasonal variations in the extrusion business which is generally
stronger in the second and third quarters and weaker in the first and fourth
quarters; whether the Company's management team hired in late 1996 will be able
to improve operations and profitability as planned; whether and to what extent
the Company's capital expenditures can achieve reductions in variable costs;
whether the restructuring of the Company's Dolton, Illinois facility in 1997
will produce the cost savings and profitability improvements planned by
Management; and the Company's ability to integrate and operate acquired
facilities on a profitable basis. For further information see the section titled
"Cautionary Statement" in Part I, Item 1 of the Company's annual report on Form
10-K.
9
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
11.1 Computation of earnings per share for the three months ended
March 31, 1998 and 1997.
(b) Reports on Form 8-K
None
10
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
EASCO, INC.
April 24, 1998 /s/ Terry D. Smith
------------------------
Terry D. Smith
Executive Vice President and Chief Financial Officer
Secretary and Treasurer
(Principal Accounting Officer duly authorized
to sign on behalf of the Registrant)
11
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EXHIBIT 11.1
EASCO, INC.
CALCULATION OF NET INCOME PER COMMON SHARE
(NUMBERS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------
MARCH 31, MARCH 31,
1998 1997
-------- --------
(UNAUDITED)
<S> <C> <C>
Weighted average shares of Common Stock
issued 12,472 12,415
Less: Treasury Stock outstanding 2,005 2,005
-------- --------
Weighted average shares of Common Stock
issued and outstanding 10,467 10,410
Add: Weighted average shares of Common
Stock equivalents (stock options) 329 170
-------- --------
Weighted average shares of Common
Stock and Common Stock equivalents
outstanding 10,796 10,580
======== ========
Net income $ 3,408 $ (3)
======== ========
Basic earnings (loss) per share $ 0.33 $ 0.00
======== ========
Diluted earnings (loss) per share $ 0.32 $ 0.00
======== ========
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 7,944
<SECURITIES> 0
<RECEIVABLES> 46,409
<ALLOWANCES> 2,173
<INVENTORY> 30,542
<CURRENT-ASSETS> 85,637
<PP&E> 109,286
<DEPRECIATION> 30,317
<TOTAL-ASSETS> 223,930
<CURRENT-LIABILITIES> 39,003
<BONDS> 85,000
0
0
<COMMON> 125
<OTHER-SE> 72,074
<TOTAL-LIABILITY-AND-EQUITY> 223,930
<SALES> 65,451
<TOTAL-REVENUES> 80,854
<CGS> 71,205
<TOTAL-COSTS> 75,968
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,052
<INCOME-PRETAX> 5,875
<INCOME-TAX> 2,467
<INCOME-CONTINUING> 3,408
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,408
<EPS-PRIMARY> 0.33
<EPS-DILUTED> 0.32
</TABLE>
