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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 SEPTEMBER 30, 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
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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 NOVEMBER 3, 1998
----- -------------------------------
Common Stock, $0.01 Par Value 9,453,027
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INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 1998 and
December 31, 1997 .............................................................................3
Condensed Consolidated Statements of Operations for the three and nine months ended
September 30, 1998 and September 30, 1997......................................................4
Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 1998 and September 30, 1997......................................................5
Notes to Condensed Consolidated Financial Statements..............................................6
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of
Operations........................................................................................8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................................14
Signature...........................................................................................15
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EASCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
----------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 1,859 $ 8,470
Receivables, net 41,111 41,881
Inventories 30,071 40,059
Other current assets 2,986 4,061
----------------- -----------------
Total current assets 76,027 94,471
----------------- -----------------
Property, plant and equipment, net 81,537 81,875
Goodwill, net 52,104 53,238
Other assets 6,224 6,680
----------------- -----------------
Total assets $ 215,892 $ 236,264
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 19,491 $ 29,363
Accrued insurance obligations 3,265 3,290
Accrued payroll 5,715 5,596
Other current liabilities 11,255 15,087
----------------- -----------------
Total current liabilities 39,726 53,336
Long-term debt 85,000 85,000
Deferred income taxes 13,968 14,291
Accrued pension benefits 1,614 1,760
Accrued postretirement benefits 3,049 2,879
Other non-current liabilities 8,452 10,479
----------------- -----------------
Total liabilities 151,809 167,745
----------------- -----------------
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;
12,480,561 and 12,440,276 issued and outstanding at
September 30, 1998 and December 31, 1997, respectively 125 124
Paid-in capital 82,426 81,875
Retained earnings 13,784 6,510
Less: treasury stock, 3,027,534 and 2,005,222 shares
at September 30, 1998 and December 31, 1997, respectively (32,252) (19,990)
----------------- -----------------
Total stockholders' equity 64,083 68,519
----------------- -----------------
Total liabilities and stockholders' equity $ 215,892 $ 236,264
================= =================
</TABLE>
The accompanying notes are an integral part of these statements.
3
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EASCO, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------------- -------------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
------------------ ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net sales:
Product $ 61,690 $ 75,063 $ 192,369 $ 210,434
Tolling fees 16,118 14,474 47,231 46,374
------------------ ----------------- ----------------- -----------------
77,808 89,537 239,600 256,808
Cost of products sold 66,974 78,826 208,224 228,305
------------------ ----------------- ----------------- -----------------
Gross profit 10,834 10,711 31,376 28,503
Selling, general and administrative 4,453 3,771 13,122 13,166
Amortization of goodwill and other 414 414 1,242 1,242
Management fees 225 225 675 675
Non-recurring items - 1,662 (3,041) 1,662
------------------ ----------------- ----------------- -----------------
Operating profit 5,742 4,639 19,378 11,758
Interest expense (net) 2,214 2,205 6,304 6,436
------------------ ----------------- ----------------- -----------------
Income before income tax 3,528 2,434 13,074 5,322
Income tax provision 1,483 1,157 5,489 2,555
------------------ ----------------- ----------------- -----------------
Net income $ 2,045 $ 1,277 $ 7,585 $ 2,767
================== ================= ================= =================
Basic earnings per share $ 0.20 $ 0.12 $ 0.73 $ 0.27
================== ================= ================= =================
Diluted earnings per share $ 0.20 $ 0.12 $ 0.71 $ 0.26
================== ================= ================= =================
Weighted average number of
common shares 10,064,029 10,413,561 10,325,037 10,410,686
================== ================= ================= =================
Weighted average number of
common shares - assuming dilution 10,323,265 10,736,287 10,642,238 10,629,319
================== ================= ================= =================
</TABLE>
The accompanying notes are an integral part of these statements.
4
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EASCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1998 1997
------------- -------------
<S> <C> <C>
Cash flows from operations:
Net income $ 7,585 $ 2,767
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation 5,295 5,399
Amortization of goodwill and other intangibles 1,242 1,242
Amortization of deferred debt issue costs 432 429
Stock compensation expense 157 161
Gain on sale of assets (3,041) -
Changes in operating assets and liabilities:
Increase in receivables (27) (6,870)
Decrease (increase) in inventories 6,413 (5,904)
Decrease in other current assets 155 1,815
(Increase) decrease in other assets (218) 76
(Decrease) increase in accounts payable,
accruals, and other current liabilities (12,516) 9,324
Increase in deferred taxes (net) 76 108
(Decrease) increase in other noncurrent liabilities (2,002) 530
-------- --------
Net cash provided by operating activities 3,551 9,077
-------- --------
Cash flows from investing activities:
Proceeds from sale of assets 13,225 -
Property additions (net) (11,212) (6,000)
-------- --------
Net cash provided by (used for) investing activities 2,013 (6,000)
-------- --------
Cash flows from financing activities:
Issuance of Common Stock 400 153
Purchase of treasury stock (12,262) -
Cash dividends paid (313) (312)
-------- --------
Net cash used for financing activities (12,175) (159)
-------- --------
Net (decrease) increase for the period (6,611) 2,918
Cash and cash equivalents, beginning of period 8,470 13,245
-------- --------
Cash and cash equivalents, end of period $ 1,859 $ 16,163
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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EASCO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 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.
During the fourth quarter of 1997, the Company changed the way it
classifies freight costs. As a result of the reclassification, gross profit and
selling, general and administrative expenses decreased $4.7 million and $4.6
million, respectively, for the quarter ended September 30, 1998 and 1997. For
the nine months ended September 30, 1998 and 1997 gross profit and selling,
general and administrative expenses decreased $12.8 million and $13.3 million,
respectively.
2. Inventories
At September 30, 1998 and December 31, 1997, inventories consist of:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
-------------- -------------
<S> <C> <C>
Raw materials $ 5,012 $ 2,226
Work-in-process 13,980 20,028
Finished goods 11,079 20,308
-------------- -------------
Total at FIFO cost 30,071 42,562
Less excess of FIFO cost over
LIFO values - (2,503)
-------------- -------------
Total $ 30,071 $ 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. Common Stock
During August, 1998 the Company purchased 1,022,312 shares of its
common stock, or approximately 9.5% of its shares outstanding, from existing
stockholders for $11.50 per share. The Company recorded the transaction as a
treasury stock purchase.
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5. 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 $4.4 million
for environmental contingencies at September 30, 1998.
6. New Accounting Pronouncements
During February 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." SFAS No. 132
refines and standardizes the disclosure requirements for employer sponsored
pension and postretirement plans. The Company is currently evaluating this
statement and management does not believe that implementation of this standard
will be material to the Company's financial position, results of operations or
cash flows.
During June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities and requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The Company is currently
evaluating the impact, if any, this statement may have on its financial position
or the results of its operations.
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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, cable
sheathing and drawn tubing.
Demand was strong in most of the Company's markets during the third quarter of
1998, particularly the truck trailer and automotive sectors. However, the
coaxial cable sheathing market continued to be off approximately 30% from last
year's levels. The depressed Asian economy has negatively impacted the demand
for coaxial cable overseas and domestic order rates are not offsetting this
shortfall. As a result, the Company's shipments of aluminum products declined
slightly for the quarter ended September 30, 1998 when compared to the same
quarter in 1997. Total shipments declined by a larger percentage in the 1998
quarter due to the absence of vinyl product shipments. The Company completed the
sale of its vinyl extrusion operation in January, 1998, recording a pre-tax
nonrecurring gain, net of expenses, of $3.0 million. Most recently, the Company
has noted some softness in the recreational vehicle sector. While the Company
believes this slowness is related to normal seasonal fluctuations, there is a
risk that order activity is being impacted by deteriorating economic conditions.
Shipments to the recreational vehicle market are a significant component of the
business at the Company's Elkhart, Indiana location.
Differentials between aluminum scrap, a major feedstock for the Company, and
primary aluminum widened to near normal levels during the third quarter of 1998,
resulting in a widening of the Company's metal margins. In addition, the
Ahoskie, North Carolina casting expansion became fully operational during the
quarter. As a result, the Company has become substantially self-sufficient for
its billet requirements with the exception of certain specialty alloys. The
operation of the expansion allowed the Company to reduce its outside billet
purchases which also helped widen metal margins in the quarter. During the
quarter, the Company also introduced a price increase on much of its product
line. While some impact was realized in the third quarter, and the fourth
quarter is expected to receive some benefit, the full impact of the increase is
not expected to be felt until the first quarter of 1999 due to annual customer
agreements which do not expire until December, 1998.
With the completion of the Ahoskie expansion, the Company expects to achieve
significant operating improvements from being substantially self-sufficient for
billet. Other future improvement efforts will primarily focus on refining the
operations at Ahoskie, reviewing product pricing and mix issues within the
current customer base, increasing volume at the Dolton, Illinois facility and
continuing initiatives to improve the manufacturing cost structure of the
Company's existing facilities. The improvements in cost structure could entail
further facility rationalizations or restructurings although the Company does
not have any immediate plans for such actions.
8
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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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
(AMOUNTS IN MILLIONS, EXCEPT PER POUND DATA)
<S> <C> <C> <C> <C>
Net sales $ 77.8 $ 89.5 $ 239.6 $ 256.8
Gross profit 10.8 10.7 31.4 28.5
Non-recurring items - 1.7 (3.0) 1.7
Operating profit 5.7 4.6 19.4 11.8
Net income $ 2.0 $ 1.3 $ 7.6 $ 2.8
Pounds shipped:
Company-owned material 52.3 59.0 157.6 165.7
Customer Conversion Program 27.3 25.0 82.1 81.7
-------- -------- -------- --------
Total pounds shipped 79.6 84.0 239.7 247.4
======== ======== ======== ========
Other performance measures:
Operating profit $ 5.7 $ 4.6 $ 19.4 $ 11.8
Non-cash and non-recurring items:
Depreciation and amortization 2.3 2.2 6.5 6.6
Non-recurring items - 1.7 (3.0) 1.7
-------- -------- -------- --------
Adjusted EBITDA (1) $ 8.0 $ 8.5 $ 22.9 $ 20.1
======== ======== ======== ========
Cash flows (used for) provided by operations $ (1.6) $ (0.8) $ 3.6 $ 9.1
======== ======== ======== ========
Cash flows (used for) provided by investing $ (3.0) $ (3.0) $ 2.0 $ (6.0)
======== ======== ======== ========
Cash flows used for financing $ (12.4) $ - $ (12.2) $ (0.2)
======== ======== ======== ========
Gross profit per pound $ 0.136 $ 0.127 $ 0.131 $ 0.115
Adjusted EBITDA per pound $ 0.101 $ 0.101 $ 0.096 $ 0.081
</TABLE>
(1) Adjusted EBITDA is not intended to represent cash flow from operations as
defined by generally accepted accounting principles and should not be
considered as an alternative to net income as an indicator of operating
performance or to cash flow as a measure of liquidity.
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 mitigate the impact of aluminum price changes on the Company.
9
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RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS
ENDED SEPTEMBER 30, 1998 AND 1997
Net sales for the third quarter of 1998 decreased 13.1% to $77.8
million from $89.5 million in the third quarter of 1997. This decrease was
primarily due to lower volumes as a result of the sale of the Company's vinyl
extrusion operations in January 1998, a decrease in shipments of coaxial cable
sheathing and a decline in the market price of aluminum which has resulted in
reduced selling prices for the Company's products. Excluding the sold vinyl
operations, net sales for the third quarter of 1997 were $86.2 million. For the
nine months ended September 30, 1998, net sales were $239.6 million compared to
$256.8 million for the same period in 1997. This decrease is primarily a result
of the sale of the vinyl extrusion operation, lower coaxial cable sheathing
shipments and reduced selling prices. Excluding the sold vinyl extrusion
operation, net sales for the nine months ended September 30, 1997 were $247.7
million.
For the quarter ended September 30, 1998, gross profit was $10.8
million, essentially level with $10.7 million for the same period in 1997. Gross
profit was level despite the decrease in shipments primarily due to wider metal
margins in the third quarter of 1998, lower unit paint costs and improved
performance at Dolton. Gross profit for the nine months ended September 30, 1998
increased 10.2% to $31.4 million from $28.5 million for the nine months ended
September 30, 1997. This increase is a result of wider metal margins and the
improved performance at Dolton.
Selling, general and administrative expenses increased 18.4% from $3.8
million in the third quarter of 1997 to $4.5 million in the same period of 1998.
This increase was primarily the result of the 1997 quarter including a gain on
the disposal of an asset held for sale for which there was no similar item in
1998. For the nine months ended September 30, 1998 selling, general and
administrative expenses were $13.1 million, level with the $13.2 million for the
nine months ended September 30, 1997. Excluding the gain on disposal, selling,
general and administrative expenses declined slightly for the nine months ended
September 30, 1998 when compared to the same period in 1998. This decrease was
primarily the result of lower selling expenses.
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. During the third quarter of 1997, the
Company recorded a pre-tax nonrecurring charge of $1.7 million related to
additional restructuring at the Dolton facility.
Operating profit for the quarter ended September 30, 1998 increased
23.9% to $5.7 million from $4.6 million for the same quarter in 1997. Excluding
the non-recurring charge and the sold vinyl extrusion operation, operating
income for the quarter ended September 30, 1997 was $5.7 million. The decrease
in operating profit before the non-recurring charge was primarily a result of
the increased selling, general and administrative expenses discussed above. For
the nine months ended September 30, 1998 operating profit was $19.4 million
compared to $11.8 million for the same period in 1997. Excluding the
nonrecurring items and the sold vinyl extrusion operation, operating income was
$16.3 million and $12.4 million for the nine months ended September 30, 1998 and
1997, respectively. The increase was primarily a result of the factors discussed
above.
Net interest expense for the third quarter of 1998 was level with the
same period in 1997. For the nine months ended September 30, 1998 net interest
expense decreased slightly from the same period in 1997. The decrease was due to
capitalization of interest for the Ahoskie, North Carolina expansion project in
1998 and an increase in average cash available for investment in 1998.
For the quarter and nine months ended September 30, 1998, net income
was $2.0 million and $7.6 million, respectively, compared to $1.3 million and
$2.8 million for the quarter and nine month period ended September 30, 1997.
Income taxes were provided for 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.
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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 September 30,
1998. As a result, availability under the revolving credit facility was $36.6
million as of September 30, 1998.
Working capital at September 30, 1998 was $36.3 million compared to
$41.1 million at December 31, 1997. This decrease was principally due to a
reduction in cash as a result of the Company's repurchase of 1,022,312 shares of
Common Stock in August, 1998.
Cash flow from investing activities for the nine months ended September
30, 1998 includes $13.2 million of proceeds from the sale of the Company's vinyl
extrusion operation. Capital expenditures totaled $11.2 million for the first
nine months of 1998 compared to $6.0 million in the same period of 1997. The
Company intends to incur capital spending of approximately $4.0 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 credit
facility, are being funded in the near term with proceeds from the sale of the
vinyl extrusion operation. In addition, the Company expects to receive proceeds
of approximately $6.0 million in November, 1998 from an industrial revenue bond
issue related to the Ahoskie, North Carolina expansion, although no assurance
can be given that the revenue bond issue will be completed.
Long-term debt consisted of $85.0 million of 10% Senior Notes due 2001
at September 30, 1998 and December 31, 1997. The Senior Notes became callable on
March 15, 1998. The Company is considering alternatives with respect to the
Senior Notes including a potential refinancing of the Senior Notes. There can be
no assurance, however, when or under what terms the Company will pursue such a
refinancing. The Company has no scheduled principal amortization requirements
with respect to any of its debt until 2000.
In August 1998, the Company completed the purchase of 1,022,312 shares
of its Common Stock at a price of $11.50 per share. The transaction was funded
out of available cash at the date of purchase.
The Company believes that its 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 September 30, 1998, the Company was a party to aluminum futures
contracts with a nominal value of $14.7 million. These aluminum futures
contracts cover approximately 23.1 million pounds of aluminum at prices expected
to be settled financially in cash as they reach their respective settlement
dates. As of September 30, 1998, the nominal value of the aluminum futures
contracts was approximately $536,000 greater than market value.
YEAR 2000
The Company has been evaluating and adjusting all known date-sensitive
systems and equipment for Year 2000 compliance. The majority of the Company's
business processing applications operate on mainframe computer systems. The
assessment phase on these systems was completed during the first quarter of
1998. Over 90% of the required coding conversions on the business processing
applications have occurred to date. The Company
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<PAGE> 12
anticipates completing all known remaining coding conversions during the current
fiscal year. All of the compliance was performed or is expected to be performed
by Company employees.
The testing phase of the Company's Year 2000 efforts is scheduled to be
completed by the second quarter of fiscal 1999. Testing will continue for all
existing systems and ongoing new releases and enhancements to ensure readiness.
The total estimated cost of converting the Company's systems is less
than $500,000, which is being expensed as incurred. All of the cost is related
to reprogramming or replacement of software. The Company has recently upgraded
or replaced substantially all of its hardware as part of an operational decision
to improve its information system. These hardware upgrades or replacements have
been tested for Year 2000 compliance. All of the Year 2000 costs are being
funded through operating cash flow and are an immaterial part of the Company's
information technology budget. The Company's information systems group has not
deferred any information technology projects to address the Year 2000 issue.
In addition to internal Year 2000 compliance activities, the Company is
communicating with others that interface with our systems, or that support the
uninterrupted operation of the systems, to determine the extent to which those
companies are addressing their Year 2000 compliance. Where possible, the Company
is testing such interfaces and intends to continue testing throughout 1999.
There can be no assurance that there will not be an adverse effect on the
Company if third parties, such as utility companies or scrap metal suppliers, do
not convert their systems in a timely manner. However, management believes that
ongoing communication with and assessment of these third parties will minimize
these risks.
Although the Company does not anticipate any material business
disruption will occur as a result of Year 2000 issues, potential risks include,
but are not limited to, loss of communications links with plant locations, loss
of electric or gas power and inability to perform normal business activities
such as customer invoicing and issuance of vendor purchase orders.
To date, the Company has not established a contingency plan for
possible Year 2000 issues. Where needed, the Company will develop contingency
plans based on actual testing and assessment of the inherent risks.
CAUTIONARY STATEMENT
Statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations that are not historical facts,
including, but not limited to, the third and fourth paragraphs of the section
titled "Overview", the third and sixth paragraphs of the section entitled
"Financial Condition; Liquidity and Capital Resources" and the first paragraph
of the section entitled "Risk Management", concerning anticipated events are
forward-looking statements as such term is used under the Private Securities
Litigation Reform Act of 1995. Future events, including the Company's
performance, may be affected by many factors, including those discussed below,
that may cause actual events to differ materially from events 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 acquired 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; changes in financial markets and interest rates and the availability
of capital at an acceptable cost; whether the Company's management team hired in
late 1996 will be able to improve operations and profitability as planned;
12
<PAGE> 13
whether and to what extent the Company's capital expenditures can achieve
reductions in variable costs; whether the Company's computer systems will be
successfully updated to eliminate the "year 2000" issue, and at what cost, and
whether and to what extent the Company's customer and supplier relationships are
affected by this issue; 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 for the year ended December 31, 1997.
13
<PAGE> 14
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 and nine months ended
September 30, 1998 and September 30, 1997.
27 Financial Data Schedule
(b) Reports on Form 8-K
None
14
<PAGE> 15
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.
November 3, 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)
15
<PAGE> 1
EXHIBIT 11.1
EASCO, INC.
CALCULATION OF NET INCOME PER COMMON SHARE
(NUMBERS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------- --------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Weighted average shares of Common Stock
issued 12,480 12,419 12,469 12,416
Less: Weighted average Treasury Stock 2,416 2,005 2,144 2,005
outstanding ------ ------ ------ -----
Weighted average shares of Common Stock
issued and outstanding 10,064 10,414 10,325 10,411
Add: Weighted average shares of Common
Stock equivalents (stock options) 259 322 317 218
------- ------- ------- -------
Weighted average shares of Common
Stock and Common Stock equivalents
outstanding 10,323 10,736 10,642 10,629
======= ======= ======= =======
Net income $ 2,045 $ 1,277 $ 7,585 $ 2,767
======= ======= ======= =======
Basic earnings per share $ 0.20 $ 0.12 $ 0.73 $ 0.27
======= ======= ======= =======
Diluted earnings per share $ 0.20 $ 0.12 $ 0.71 $ 0.26
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,859
<SECURITIES> 0
<RECEIVABLES> 39,324
<ALLOWANCES> (1,787)
<INVENTORY> 30,071
<CURRENT-ASSETS> 76,027
<PP&E> 115,428
<DEPRECIATION> (33,891)
<TOTAL-ASSETS> 215,892
<CURRENT-LIABILITIES> 39,726
<BONDS> 85,000
0
0
<COMMON> 125
<OTHER-SE> 63,958
<TOTAL-LIABILITY-AND-EQUITY> 215,892
<SALES> 61,690
<TOTAL-REVENUES> 77,808
<CGS> 66,974
<TOTAL-COSTS> 72,066
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 80
<INTEREST-EXPENSE> 2,214
<INCOME-PRETAX> 3,528
<INCOME-TAX> 1,483
<INCOME-CONTINUING> 2,045
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,045
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
</TABLE>
