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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 June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to ________________
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 August 10, 1999
----- ------------------------------
Common Stock, $0.01 Par Value 9,673,224
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INDEX
<TABLE>
<CAPTION>
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998 ..................3
Condensed Consolidated Statements of Operations for the three and six months ended
June 30, 1999 and June 30,1998.................................................................4
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 1999 and June 30, 1998............................................................... 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 4. Submission of Matters to a Vote of Security Holders.........................................13
Item 5. Other Information...........................................................................13
Item 6. Exhibits and Reports on Form 8-K............................................................13
Signature...........................................................................................14
</TABLE>
2
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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>
JUNE 30, DECEMBER 31,
1999 1998
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 16,391 $ 14,057
Receivables, net 46,216 37,261
Inventories 25,230 25,248
Other current assets 4,360 4,353
--------- ---------
Total current assets 92,197 80,919
--------- ---------
Property, plant and equipment, net 80,876 81,576
Goodwill, net 50,966 51,722
Other assets 7,025 6,383
========= =========
Total assets $ 231,064 $ 220,600
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 23,162 $ 21,136
Accrued insurance obligations 2,110 1,954
Accrued payroll 6,742 4,106
Other current liabilities 10,908 9,742
--------- ---------
Total current liabilities 42,922 36,938
Long-term debt 91,105 91,158
Deferred income taxes 16,665 16,665
Accrued pension benefits 1,423 1,785
Accrued postretirement benefits 2,935 2,906
Other non-current liabilities 6,277 7,000
--------- ---------
Total liabilities 161,327 156,452
--------- ---------
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; 12,677,794 and 12,440,276
issued and outstanding at June 30, 1999 and
December 31, 1998, respectively 125 124
Paid-in capital 83,386 82,457
Retained earnings 18,478 13,819
Less: treasury stock, 3,028,020 shares (32,252) (32,252)
--------- ---------
Total stockholders' equity 69,737 64,148
--------- ---------
Total liabilities and stockholders' equity $ 231,064 $ 220,600
========= =========
</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 SIX MONTHS ENDED
-------------------------- ---------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales:
Product $ 78,597 $ 65,228 $ 146,496 $ 130,679
Tolling fees 12,645 15,710 26,319 31,113
------------ ------------ ------------ ------------
91,242 80,938 172,815 161,792
Cost of products sold 77,951 70,045 148,443 141,250
------------ ------------ ------------ ------------
Gross profit 13,291 10,893 24,372 20,542
Selling, general and administrative 5,311 4,545 10,627 8,669
Amortization of goodwill and other 414 414 828 828
Management fees 225 225 450 450
Unusual item -- -- -- (3,041)
------------ ------------ ------------ ------------
Operating profit 7,341 5,709 12,467 13,636
Interest expense (net) 2,221 2,038 4,400 4,090
------------ ------------ ------------ ------------
Income before income tax 5,120 3,671 8,067 9,546
Income tax provision 2,040 1,539 3,219 4,006
------------ ------------ ------------ ------------
Net income $ 3,080 $ 2,132 $ 4,848 $ 5,540
============ ============ ============ ============
Basic earnings per share $ 0.32 $ 0.20 $ 0.51 $ 0.53
============ ============ ============ ============
Diluted earnings per share $ 0.32 $ 0.20 $ 0.50 $ 0.51
============ ============ ============ ============
Weighted average number of
common shares 9,557,732 10,471,065 9,505,536 10,457,704
============ ============ ============ ============
Weighted average number of
common shares - assuming dilution 9,689,209 10,812,724 9,656,224 10,804,368
============ ============ ============ ============
</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>
SIX MONTHS ENDED
--------------------
JUNE 30, JUNE 30,
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,848 $ 5,540
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation 4,316 3,431
Amortization of goodwill and other intangibles 828 828
Amortization of deferred debt issue costs 300 288
Stock compensation expense -- 105
Gain on sale of assets -- (3,041)
Changes in operating assets and liabilities:
Increase in receivables (8,955) (695)
Decrease in inventories 18 8,460
Increase in other current assets (7) (486)
Increase in other assets (1,014) (98)
Increase (decrease) in other accounts payable,
accruals, and other current liabilities 5,983 (7,913)
Increase in deferred taxes (net) -- 76
Decrease in other noncurrent liabilities (1,055) (1,317)
-------- --------
Net cash provided by operating activities 5,262 5,178
-------- --------
Cash flows from investing activities:
Proceeds from sale of assets -- 13,225
Property additions (net) (3,616) (8,181)
-------- --------
Net cash (used for) provided by investing activities (3,616) 5,044
-------- --------
Cash flows from financing activities:
Issuance of common stock 931 392
Decrease in notes payable (53) --
Cash dividends paid (190) (208)
-------- --------
Net cash provided by financing activities 688 184
-------- --------
Net increase for the period 2,334 10,406
Cash and cash equivalents, beginning of period 14,057 8,470
======== ========
Cash and cash equivalents, end of period $ 16,391 $ 18,876
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
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Easco, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
Six Months Ended June 30, 1999 and 1998
(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 June 30, 1999 and December 31, 1998, inventories consist of:
June 30, December 31,
1999 1998
Raw materials $ 4,616 $ 4,886
Work-in-process 9,820 9,113
Finished goods 10,794 11,249
------- -------
Total at FIFO cost 25,230 25,248
Less excess of FIFO cost over
LIFO values -- --
------- -------
Total $25,230 $25,248
======= =======
Inventories are valued at the lower of cost or market, with cost
determined using the last-in, first-out (LIFO) method.
3. Unusual Item
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 $3.3 million
for environmental contingencies at June 30, 1999.
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6. New Accounting Pronouncements
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.
7. Subsequent Event
The Company entered into an Agreement and Plan of Merger dated as of
July 28, 1999 with Caradon Inc. and E Acqco Inc. (the "Purchaser"), each an
affiliate of Caradon plc, pursuant to which the Purchaser on August 3, 1999
commenced an offer to purchase all outstanding shares of the Company's common
stock for $15.20 per share, net to the seller in cash without interest. Under
the agreement, the tender offer will be followed by a merger in which any
remaining shares (other than dissenting shares) will be converted into the right
to receive the consideration paid in the tender offer.
7
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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 in all of the Company's primary markets remained strong
during the second quarter of 1999. This was particularly true of the
transportation sector where build rates for truck trailers and recreational
vehicles continued at near record levels. Based on customer feedback, the
Company expects order rates to remain strong at least through the third quarter
of 1999 and there are many indications of continuing strength for the balance of
the year. The increase in shipments and demand has been offset to some degree by
the persistent narrowing of the spread between primary aluminum ingot and scrap
aluminum (the Company's primary raw material). Scrap supply remains tight as
aluminum producers not normally active in the aluminum extrusion scrap markets
continue to seek metal units to support their operations. This situation has
depressed metal margins below Company expectations and is expected to continue
in the near term.
The Ahoskie, North Carolina (Ahoskie) casting expansion has helped
mitigate the tightness in the scrap markets as the Company has now internalized
most of its billet requirements providing a $0.04 to $0.05 per pound advantage
over billet purchased from third parties. Also, increased efficiencies are being
realized from the Company's recent capital investment program, especially at the
Dolton, Illinois (Dolton) facility where operations are now consistently
profitable. The Company is continuing to invest in upgrades, particularly in its
extrusion operations and anticipates continued improvements as many of the
projects come on-line during the remainder of the year.
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 SIX MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
--------- -------- --------- --------
(AMOUNTS IN MILLIONS, EXCEPT PER POUND DATA)
<S> <C> <C> <C> <C>
Net sales $ 91.2 $ 80.9 $ 172.8 $ 161.8
Gross profit 13.3 10.9 24.4 20.5
Unusual item -- -- -- 3.0
Operating profit 7.3 5.7 12.5 13.6
Net income $ 3.1 $ 2.1 $ 4.8 $ 5.5
Pounds shipped:
Company-owned material 68.2 52.6 128.1 105.2
Customer Conversion Program 20.4 27.5 42.4 54.8
--------- -------- --------- --------
Total pounds shipped 88.6 80.1 170.5 160.0
========= ======== ========= ========
Other performance measures:
Operating profit $ 7.3 $ 5.7 $ 12.5 $ 13.6
Non-cash and unusual items:
Depreciation and amortization 2.6 2.1 5.1 4.2
Unusual item -- -- -- (3.0)
--------- -------- --------- --------
Adjusted EBITDA (1) $ 9.9 $ 7.8 $ 17.6 $ 14.8
========= ======== ========= ========
Cash flows provided by operations $ 7.4 $ 14.1 $ 5.3 $ 5.2
========= ======== ========= ========
Cash flows (used for) provided by investing $ (2.3) $ (0.3) $ (3.6) $ 5.0
========= ======== ========= ========
Cash flows provided by financing $ 0.8 $ -- $ 0.7 $ 0.2
========= ======== ========= ========
Gross profit per pound $ 0.1508 $ 0.136 $ 0.143 $ 0.12
Adjusted EBITDA per pound $ 0.1123 $ 0.097 $ 0.103 $ 0.09
</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 minimize the impact of aluminum price changes on the Company.
9
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RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS
ENDED JUNE 30, 1999 AND 1998
Net sales for the second quarter of 1999 increased 12.7% to $91.2
million from $80.9 million in the second quarter of 1998. This increase was
primarily due to a 10.6% increase in shipments and higher aluminum pricing in
1999. For the six months ended June 30, 1999, net sales were $172.8 million
compared to $161.8 million for the same period in 1998. This increase was
primarily attributable to a 6.5% increase in volume and the above mentioned
increase in aluminum pricing since the beginning of 1999. In addition, the
Company is continuing to reduce the percentage of product shipped under its
Customer Conversion Program where selling prices are lower because the Company
invoices a tolling fee for converting customer supplied metal.
For the quarter ended June 30, 1999, gross profit was $13.3 million, an
increase of 22.0% over $10.9 million for the same period in 1998. Gross profit
increased due to efficiencies gained from the higher volumes and the increased
supply of internally produced billet from the Ahoskie casting expansion that was
completed late in 1998. Gross profit for the six months ended June 30, 1999
increased 19.0% to $24.4 million from $20.5 million for the six months ended
June 30, 1998. This increase is a result of the increased volumes, the Ahoskie
expansion and manufacturing efficiencies gained as a result of the Company's
process improvement initiatives such as higher plant yields and increased press
productivity, particularly at Dolton.
Selling, general and administrative expenses increased 17.8% from $4.5
million in the second quarter of 1998 to $5.3 million in the same period of
1999. This increase was primarily due to increased selling expenses as a result
of the higher shipments discussed above and an increase in accrued incentive
compensation that coincides with the improved operating results in 1999. For the
six months ended June 30, 1999, selling, general and administrative expenses
were $10.6 million, an increase of 21.8% from $8.7 million for the six months
ended June 30, 1998. This increase was due to higher selling expenses relating
to the increased volume in the six month period ended June 30, 1999, an increase
in accrued legal expenses and the above mentioned increase in accrued incentive
compensation.
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 June 30, 1999 increased 28.1% to
$7.3 million from $5.7 million for the same quarter in 1998. For the six months
ended June 30, 1999 operating profit was $12.5 million compared to $13.6 million
for the same period in 1998. Excluding the unusual item, operating income for
the six months ended June 30, 1998 was $10.6 million. The increases were
primarily a result of the factors discussed above.
Net interest expense for the second quarter and first six months of
1999 was slightly higher than the same periods in 1998. The increase was
primarily due to interest on the industrial revenue bonds that were issued in
November 1998 to fund the Ahoskie expansion project.
For the quarter and six months ended June 30, 1999, net income was $3.1
million and $4.8 million, respectively, compared to $2.1 million and $5.5
million for the quarter and six month period ended June 30, 1998, respectively.
The six month period in 1998 includes the unusual gain associated with the
Company's sale of its vinyl extrusion operation in January 1998. Excluding the
gain, net income for the six months ended June 30, 1998 would have been $3.8
million. Income taxes were provided for at the Company's estimated effective
annual tax 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 $9.6 million of letters
of credit outstanding under the revolving credit facility as of June 30, 1999.
As a result, availability under the revolving credit facility was $30.4 million
as of June 30, 1999.
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Working capital at June 30, 1999 was $49.3 million compared to $44.0
million at December 31, 1998. This increase is primarily due to increased
accounts receivable as a result of the Company's higher volumes in the second
quarter of 1999.
Capital expenditures totaled $3.6 million for the first six months of
1999 compared to $8.2 million in the same period of 1998. The Company intends to
incur capital spending of approximately $8.4 million for the remainder of 1999.
The Company is making these expenditures to modernize or upgrade production
equipment and to maintain facilities. The costs of these capital projects are
being funded out of the Company's operating cash flows and, if necessary, from
borrowings under the revolving credit facility. Cash flow from investing
activities in 1998 includes $13.2 million of proceeds from the sale of the
Company's vinyl extrusion operation.
At June 30, 1999 and December 31, 1998, long-term debt primarily
consisted of $85.0 million of 10% Senior Notes, due 2001 and a $6.0 million note
with Hertford County, North Carolina for industrial revenue development bonds
due 2015, issued by Hertford County, North Carolina for the Company's Ahoskie
expansion. The Company has no scheduled principal amortization requirements with
respect to any of its debt until 2000.
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 June 30, 1999, the Company was a party to aluminum futures contracts
with a nominal value of $12.1 million. These aluminum futures contracts cover
approximately 20.0 million pounds of aluminum at prices expected to be settled
financially in cash as they reach their respective settlement dates. As of June
30, 1999, the market value of the aluminum futures contracts was approximately
$669,000 greater than nominal 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 98% of the required coding conversions on the business processing
applications have occurred to date. The Company anticipates completing all known
remaining coding conversions during the third quarter of 1999. All of the
compliance work 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 during the third quarter of 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. Substantially all of the
cost is related to reprogramming or replacement of software. As of June 30,
1999, the Company estimates approximately two-thirds of this amount has been
incurred.
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 deferred some minor 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 the Company's 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
11
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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.
PROPOSED ACQUISITION
On August 3, 1999, E Acqco Inc., a Delaware corporation (the
"Purchaser"), and a wholly owned subsidiary of Caradon Inc., a Delaware
corporation ("Parent"), each an affiliate of Caradon plc, commenced a tender
offer to purchase all outstanding shares of the Company's common stock (the
"Shares") at a price of $15.20 per Share, net to the seller in cash, without
interest (such price or any higher price that may be paid for each share in the
Offer, the "Offer Price") upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated August 3, 1999 (the "Offer to Purchase"), and
the related Letter of Transmittal (which together constitute the "Offer"). The
Offer is being made pursuant to an Agreement and Plan of Merger, dated as of
July 28, 1999 (the "Merger Agreement"), among Parent, the Purchaser and the
Company. The Offer is currently scheduled to expire on August 30, 1999. Pursuant
to the Merger Agreement, the Offer will be followed by a merger (the "Merger")
in which any remaining Shares (other than dissenting Shares) will be converted
into the right to receive the Offer Price. A copy of the Merger Agreement is
filed as Exhibit 10.10 hereto and incorporated herein by this reference.
As a condition to Parent's willingness to enter into the Merger
Agreement, Parent and the Purchaser entered into stockholder agreements dated as
of July 28, 1999 with each of American Industrial Partners Capital Fund, L.P.
("AIP Fund I"), which holds 4,239,470 Shares, and certain of the directors and
executive officers of the Company who collectively hold 226,800 Shares. Pursuant
to its Stockholder Agreement, filed as Exhibit 10.11 hereto and incorporated
herein by this reference, AIP Fund I has agreed, among other things, to tender
the Shares held by it in the Offer and granted the Purchaser an irrevocable
proxy to vote such Shares in connection with any meeting of the stockholders of
the Company in favor of the Merger and against any action that would interfere
with the Merger, including any proposal by a third party to acquire the Company.
Pursuant to his respective Stockholder Agreement, a form of which is filed as
Exhibit 10.12 hereto and incorporated herein by this reference, each of the
referenced directors and executive officers has agreed, among other things, to
tender the Shares held by him in the Offer. The foregoing obligations of AIP
Fund I and the referenced directors and executive officers terminate upon the
termination of the Merger Agreement, including pursuant to the provisions
relating to fiduciary duties exercised by the Company's Board of Directors.
As and for the reasons set forth in the Company's
Soliciation/Recommendation Statement on Schedule 14 D-9 filed August 3, 1999,
as amended, the Company's Board of Directors has unanimously approved and
adopted the Merger Agreement and the transactions contemplated therby, has
determined that the Offer and the Merger are fair to and in the best interests
of the Company's shareholders, and unanimously recommends that all holders of
Shares accept the Offer and tender their Shares.
CAUTIONARY STATEMENT
The statements in the second and third paragraphs 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
12
<PAGE> 13
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; 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 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 address the "Year
2000" issue, and at what cost, and whether and to what extent the Company's
customer and supplier relationships are adversely affected by this issue; 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.
13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Easco, Inc. was held on May 7,
1999. At the Annual Meeting, stockholders voted on and approved two proposals.
Those proposals are stated below, together with information concerning the votes
cast.
1. Election of three directors to hold office for a term of three years.
Directors elected were Theodore C. Rogers, Robert J. Klein and Kenneth J.
Diekroeger.
<TABLE>
<CAPTION>
Theodore C. Rogers Robert J. Klein Kenneth E. Diekroeger
------------------ --------------- ---------------------
<S> <C> <C> <C>
Shares For 7,862,288 7,863,298 7,863,298
Shares Withheld 20,330 19,320 19,320
Total 7,882,618 7,882,618 7,882,618
</TABLE>
Other directors continuing their terms for 2000 are: Norman E. Wells, Jr.,
Raymond E. Ross, Samuel H. Smith, Jr., Gene E. Little and Kim A. Marvin.
2. Ratification of the appointment of Deloitte & Touche, LLP as independent
auditors of the Company for the fiscal year ending December 31, 1999.
Shares For 7,874,313
Shares Against 2,411
Shares Abstain 5,894
---------
Total 7,882,618
ITEM 5. OTHER INFORMATION
Proposals of stockholders not intended for inclusion in the Company's
2000 Proxy Statement must be received in writing by the Secretary of the Company
prior to March 10, 2000 in order to preclude the Company's use of its
discretionary proxy voting authority when the proposal is raised at the 2000
Annual Meeting of Stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
10.5(h) Form of Addendum to Employment Agreement between Easco Corporation and
certain executive officers, each dated as of December 20, 1998.
10.10 Agreement and Plan of Merger, dated as of July 28, 1999, by and among
Caradon Inc., E Acqco Inc. and Easco, Inc.*
10.11 Stockholder Agreement, dated as of July 28, 1999 by and among American
Industrial Partners Capital Fund, L.P., Caradon Inc. and E Acqco Inc.*
10.12 Form of Stockholder Agreement, dated as of July 28, 1999 by and among
Parent, Purchaser and directors and executive officers of the Company
who own Shares*
11.1 Computation of earnings per share for the three months ended June 30,
1999 and June 30, 1998.
27 Financial Data Schedule
- -------------------
14
<PAGE> 15
* Incorporatedby reference to corresponding exhibit filed as an exhibit to
the Company's Solicitation/Recommendation Statement on Schedule 14D-9,
filed on August 3, 1999
(b) Reports on Form 8-K
None
15
<PAGE> 16
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.
August 16, 1999 /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)
16
<PAGE> 1
Exhibit 10.5(h)
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR
INFORMATION REPRESENTED BY ASTERISKS
Easco Corporation entered into the following Addendum to Employment
Agreement with the following executive officers of Easco Corporation in respect
of the indicated special suppplemental bonus amounts:
NAME SPECIAL SUPPLEMENTAL BONUS AMOUNT
---- ---------------------------------
Terry D. Smith $300,000
James R. McKeithan $300,000
Joseph M. Byers $300,000
Norman E. Wells, Jr. $500,000
Lawrence J. Sax $300,000
EMPLOYMENT AGREEMENT
1998 SUPPLEMENTAL BONUS ADDENDUM
The employment agreement entered into December 20, 1996 between Easco
Corporation, the Company, and _____________, the Executive, shall be
amended to provide the following :
Special Supplemental Bonus:
- ---------------------------
Company shall pay the Executive $_____ in cash under the following conditions:
(a) The bonus will be paid on January 1, 1999 except the Company
in its sole discretion, may determine to pay the bonus in
1998.
(b) If the Executive is terminated by the Company for Cause or by
the recipient for any reason other than Death, Disability or
Good Reason (as such terms are defined in the Easco
Corporation 1998 Supplemental Executive Retirement Plan (or
Below) prior to the following date, the recipient shall be
obligated to repay the Company the indicated percentages of
the Bonus:
DATE OF TERMINATION % OF BONUS TO BE REPAID
Prior to January 1, 2000 100%
January 1, 2000-December 31, 2001 66 2/3%
On or after January 1, 2002 0%
Not withstanding the foregoing, all repayment requirements
shall be immediately null and void following a change of
Control (as defined in the 1998 Supplemental Executive
Retirement Program) which results in more than 50% of the of
the Company's outstanding securities (or those of the
Company's parent), being vested beneficially in
either *** or ***
(c). "Disability" shall mean the absence of the recipient from the
recipient's duties to the Company on a full-time basis for a
total of 16 weeks during any 12 month period as a result of
incapacity due to mental or physical illness which is
determined to be total and permanent by a physician selected
by the Company and acceptable to the recipient's legal
representative (such agreement as to acceptability not to be
withheld unreasonably).
All other definitions, terms and conditions of the Employment Agreement not
expressly addressed above shall remain unchanged.
Executive Easco Corporation
__________________________ By: ______________________________
Signed, ___________
January 5, 1999 Title: ___________________________
<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 SIX MONTHS ENDED
------------------ ------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
------- ------- ------- -------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Weighted average shares of Common Stock
issued 12,586 12,476 12,533 12,463
Less: Treasury Stock outstanding 3,028 2,005 3,028 2,005
------- ------- ------- -------
Weighted average shares of Common Stock
issued and outstanding 9,558 10,471 9,505 10,458
Add: Weighted average shares of Common
Stock equivalents (stock options) 131 342 151 346
------- ------- ------- -------
Weighted average shares of Common
Stock and Common Stock equivalents
outstanding 9,689 10,813 9,656 10,804
======= ======= ======= =======
Net income $ 3,080 $ 2,132 $ 4,848 $ 5,540
======= ======= ======= =======
Basic earnings per share $ 0.32 $ 0.20 $ 0.51 $ 0.53
======= ======= ======= =======
Diluted earnings per share $ 0.32 $ 0.20 $ 0.50 $ 0.51
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 16,391
<SECURITIES> 0
<RECEIVABLES> 47,931
<ALLOWANCES> 1,715
<INVENTORY> 25,230
<CURRENT-ASSETS> 92,197
<PP&E> 120,977
<DEPRECIATION> 40,101
<TOTAL-ASSETS> 231,064
<CURRENT-LIABILITIES> 42,922
<BONDS> 91,105
0
0
<COMMON> 125
<OTHER-SE> 69,612
<TOTAL-LIABILITY-AND-EQUITY> 231,064
<SALES> 146,496
<TOTAL-REVENUES> 172,815
<CGS> 148,443
<TOTAL-COSTS> 160,348
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 120
<INTEREST-EXPENSE> 4,400
<INCOME-PRETAX> 8,067
<INCOME-TAX> 3,219
<INCOME-CONTINUING> 4,848
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,848
<EPS-BASIC> 0.51
<EPS-DILUTED> 0.50
</TABLE>
