<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT OR SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------ -----------
Commission File No. 0-7770
MCCLAIN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-1867649
State of Incorporation I.R.S. Employer I.D. No.
6200 Elmridge Road
Sterling Heights, Michigan 48310
(810) 264-3611
(Address of principal executive offices and telephone number)
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 February 3, 1997.
Common Stock, No Par Value 4,695,702
- -------------------------- ----------------
Class Number of Shares
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MCCLAIN INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1996
(unaudited)
------------ -------------
ASSETS
------
<S> <C> <C>
CURRENT ASSETS
- --------------
Cash and Cash Equivalents $ 1,247,284 $ 1,065,039
Accounts Receivable (Net) 15,760,321 20,412,950
Inventories 28,476,742 25,577,000
Net Investment in Sales Type
Leases - Current Portion 2,370,000 1,878,000
Prepaid Expenses 540,373 191,645
----------- ------------
Total Current Assets 48,394,720 47,246,634
---------- ------------
Property and Equipment 39,393,928 38,147,522
Accumulated Depreciation (14,592,179) (13,899,589)
----------- ------------
Net Property and Equipment 24,801,749 24,247,933
----------- ------------
Net Investment in Sales Type
Leases - Less Current Portion 4,604,762 3,645,975
----------- ------------
Other Assets 3,734,120 4,284,713
----------- ------------
Total Assets $81,535,351 $79,425,255
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current Portion of Long-Term Debt 2,150,000 2,132,201
Accounts Payable 12,584,729 10,547,642
Accrued Liabilities 1,720,339 2,165,869
Federal and State Income Taxes 66,576 29,283
----------- ------------
Total Current Liabilities 16,521,644 14,874,995
----------- ----------
Deferred Income Taxes 2,100,000 2,100,000
----------- ------------
Long Term Debt - Less
Current Portion 34,608,304 34,217,149
----------- ------------
Other Liabilities 2,811,080 2,775,856
----------- ------------
Stockholders' Equity 25,494,323 25,457,255
----------- ------------
Total Liabilities and
Stockholders' equity $81,535,351 $79,425,255
=========== ============
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 3
MCCLAIN INDUSTRIES, INC.
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended
December 31
1996 1995
---------------------------
<S> <C> <C>
Net Sales $18,850,414 $16,394,682
Cost of Sales 14,980,170 12,957,066
----------- -----------
Gross Profit 3,870,244 3,437,616
Selling General
and Administrative
Expenses 3,170,269 3,258,575
----------- -----------
Operating Income 699,975 179,041
----------- -----------
Other Income
Interest Expense (724,161) (663,850)
Other Income (Expense) 80,254 80,780
----------- -----------
Total Other Income (Expense) (643,907) (583,070)
Income (Loss) Before Income Taxes 56,068 (404,029)
(Provision) Credit for
Income Taxes (19,000) 137,000
----------- -----------
Net Income $ 37,068 $ (267,029)
=========== ===========
Net income per common
and common equivalent shares $ .01 $ (.06)
=========== ===========
Weighted average number of
common and common equivalent
shares outstanding 4,753,836 4,584,369
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements
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<PAGE> 4
MCCLAIN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
-----------------------
1 9 9 6 1 9 9 5
-------- ---------
<S> <C> <C>
Net income (loss) $ 37,068 $ (267,029)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Depreciation and amortization 843,596 584,195
Changes in assets and liabilities which
provided (used) cash
Current assets excluding cash & equivalents 912,159 (107,335)
Other assets (2,438,750) (851,827)
Accounts payable 2,037,087 (1,270,423)
Accrued expenses (445,530) (274,289)
Federal income taxes 37,293 (312,597)
Other liabilities 35,224 346,253
---------- ----------
TOTAL ADJUSTMENTS 981,079 (1,886,023)
---------- ----------
NET CASH (PROVIDED BY) USED IN OPERATING ACTIVITIES 1,018,147 (2,153,052)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (1,244,856) (396,964)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (1,244,856) (396,964)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal additions of long term debt 953,954 2,662,958
Principal reductions of long term debt (545,000) (450,250)
Sale of common stock 0 263,945
----------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 408,954 2,476,653
----------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 182,245 (73,363)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,065,039 1,173,370
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $1,247,284 $1,100,007
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
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MCCLAIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, 1996
1. Basis of Presentation
The accompanying unaudited Consolidated Financial Statements of McClain
Industries, Inc. and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, such Statements do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for
the three month period ending December 31, 1996, are not necessarily indicative
of the results that may be expected for any other period of for the year ending
September 30, 1997. For further information, refer to the Consolidated
Financial Statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended September 30, 1996.
2. Inventories
Inventories at December 31, 1996 and September 30, 1996 are summarized as
follows:
<TABLE>
<CAPTION>
(Unaudited)
December 31, 1996 September 30, 1996
----------------- ------------------
<S> <C> <C>
Material and Supplies $16,801,742 $11,677,000
Work in Process 4,270,000 6,776,000
Finished Goods 7,405,000 7,124,000
----------- -----------
$28,476,742 $25,577,000
=========== ===========
</TABLE>
3. Earnings per Common Share and Common Equivalent Share:
Earnings per common share and common equivalent share were calculated
using the weighted average number of common shares and common stock equivalents
outstanding during the year. The weighted average number of common shares
actually outstanding was increased by the number of shares issuable on the
exercise of the dilutive stock options when the market price of the common
shares exceeds the option price granted. This increase in the number of common
shares was reduced by the number of common shares that are assumed to have been
purchased with the proceeds from the exercise of the stock options; those
purchases were assumed to have been made at the average price of the common
stock during the period.
4. Depreciation
For the three months ended December 31, 1996 and 1995, depreciation
charges were $691,040 and $561,499, respectively.
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<PAGE> 6
MCCLAIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, 1996
5. Contingencies
Legal Proceedings
The Company is from time to time subject to various claims from existing
or former employees alleging gender, age or racial discrimination and
anti-union activity, none of which are expected to have a material adverse
affect on the Company. In addition, as a manufacturer of industrial products,
the Company is, from time to time, subjected to various product liability
claims. Such claims typically involve personal injury or wrongful death
associated with the use or misuse of the Company's products. While such claims
have not been material to the Company in any year and the Company believes that
it maintains adequate product liability insurance, there can be no assurance
that such insurance will continue to be available on terms acceptable to the
Company. Any product liability claim not fully covered by insurance, as well
as any adverse publicity from a product liability claim, could have a material
adverse effect on the Company. The Company is currently defending a few legal
proceedings involving product liability claims relating to McClain, Galion Dump
and E-Z Pack brand products. Galion Holding, pursuant to an indemnification it
provided Peabody Galion Division of Peabody International Corporation
("Peabody") in connection with the Galion Acquisition, is currently defending a
number of legal proceedings involving product liability claims arising out of
products manufactured by Peabody prior to the date of the Galion Acquisition.
These claims are also covered by insurance. Although the Company has already
settled many of these cases and the Company believes that it can continue to
successfully resolve these product liability claims, there can be no assurance
that the Company can continue to do so. The Company is not presently a party
to any material legal proceedings except as described above.
Environmental Matters
The Company's operations are subject to extensive federal, state and
local regulation under environmental laws and regulations concerning, among
other things, emissions into the air, discharges into the waters and the
generation, handling, storage, transportation, treatment and disposal of waste
and other materials. Inherent in manufacturing operations and in owning real
estate is the risk of environmental liabilities as a result of both current
and past operations, which cannot be predicted with
(continued)
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<PAGE> 7
MCCLAIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, 1996
5. Contingencies - (continued)
certainty. The Company has incurred and will continue to incur costs, on an
ongoing basis, associated with environmental regulatory compliance in its
business.
State and local agencies have become increasingly active in the
environmental area. The increased regulation by multiple agencies can be
expected to increase the Comapany's future environmental costs. In particular,
properties under federal and state scrutiny frequently result in significant
clean-up costs and litigation expenses related to a party's clean-up
obligation. However, the Company believes that the ever-increasing waste
stream and the continuing initiatives of government authorities relating to
environmental and waste disposal problems, including restrictions on landfill
locations and operations and extensive regulation relating to the disposal of
waste, create significant opportunities for companies in the solid waste
handling equipment industry. In addition, the trend towards classifying more
materials as "semi-hazardous" or "hazardous" waste may be expected to continue
to make handling such materials more complex, thereby further facilitating the
market for solid waste handling products.
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<PAGE> 8
MCCLAIN INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Overview
The following discussion should be read in conjunction with the condensed
consolidated financial statements, including the notes thereto, appearing
elsewhere in this report.
Selected financial data for the Company for the periods indicated:
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended
DECEMBER 31,
----------------------
1996 1995
---- ----
<S> <C> <C>
Net Sales $18,850,414 $16,394,682
Net Income (Loss) 37,068 (267,029)
Net Earnings (Loss) Per Common
and Common Equivalent Share $ .01 $ (.06)
</TABLE>
<TABLE>
<CAPTION>
(Unaudited)
As of As of
December 31, September 30,
1996 1996
---------------- ----------------
<S> <C> <C>
Working Capital $ 31,873,076 $ 32,371,639
Total Assets 81,535,351 79,425,255
Long-Term Debt 34,608,304 34,217,149
Stockholder's Investment 25,494,323 25,427,255
Weighted Average Number
of Common and Common Equivalent
Shares Outstanding 4,753,836 4,752,050
Current Ratio 2.92:1 3.18:1
Long-Term Debt to Equity 1.36:1 1.34:1
</TABLE>
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<PAGE> 9
MCCLAIN INDUSTRIES, INC.
The following table presents, as a percentage of net sales, certain
selected financial data for the Company for the periods indicated:
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended
December 31,
------------------
1996 1995
---- ----
<S> <C> <C>
Net Sales 100.00% 100.00%
Cost of Sales 79.47 79.03
------ ------
Gross Profit 20.53 20.97
Selling, General &
Administrative Expenses 16.82 19.88
------ ------
Operating Income 3.71 1.09
Other Expenses (3.41) (3.56)
------ ------
Income Before Income Taxes .30 (2.47)
Provision for Income Taxes .10 (.83)
------ -------
Net Income .20% (1.64)%
======= =======
</TABLE>
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<PAGE> 10
McCLAIN INDUSTRIES, INC.
Net sales increased 15.00% to $18.9 million for the quarter ended December
31, 1996 (Quarter 1996) from $16.4 million for the quarter ended December 31,
1995 (Quarter 1995). The increase in sales is attributable to increased volume
resulting from the acquisition of the Demopolis, Alabama container
manufacturing facility in August 1996 (See the annual report on Form 10-K for
the year ended September 30, 1996). Cost of sales as a percentage of net sales
increased to 79.47% for the Quarter 1996 from 79.03% for the Quarter 1995, due
primarily to certain costs incurred in the continuing reorganization of the
Georgia plant. Selling, General and Administrative expenses decreased to
16.82% of net sales for the Quarter 1996 as a result of the increased sales
volume and the restructing of certain administrative processes.
DISCUSSION FINANCIAL CONDITION
The Company had working capital of $31.9 million at December 31, 1996
compared to $32.4 million at September 30, 1996. The ratio of current assets
to current liabilities was 2.92 to 1 at December 31, 1996 compared to 3.18 to 1
at September 30, 1996. The Company's cash and cash equivalents totaled $1.25
million at December 31, 1996. Cash flows from operations were $1.0 million
for the quarter ended December 31, 1996, primarily as a result of increased
receivable collections.
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<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorizd.
McCLAIN INDUSTRIES, INC.
Date: FEBRUARY 3, 1997 By: /s/ Carl Jaworski
-------------------- ------------------------
Carl Jaworski, Treasurer
Date: FEBRUARY 3, 1997 By: /s/ Kenneth D. McClain
-------------------- -------------------------
Kenneth D. McClain, President
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<PAGE> 12
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-01-1996
<CASH> 1,247,284
<SECURITIES> 0
<RECEIVABLES> 15,760,321
<ALLOWANCES> 0
<INVENTORY> 28,476,742
<CURRENT-ASSETS> 48,394,720
<PP&E> 33,456,984
<DEPRECIATION> 14,592,179
<TOTAL-ASSETS> 81,535,351
<CURRENT-LIABILITIES> 16,521,644
<BONDS> 0
0
0
<COMMON> 5,281,471
<OTHER-SE> 20,212,852
<TOTAL-LIABILITY-AND-EQUITY> 81,535,351
<SALES> 18,850,414
<TOTAL-REVENUES> 18,850,414
<CGS> 14,980,170
<TOTAL-COSTS> 14,980,170
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 724,161
<INCOME-PRETAX> 56,068
<INCOME-TAX> 19,000
<INCOME-CONTINUING> 37,068
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,068
<EPS-PRIMARY> .01
<EPS-DILUTED> 0
</TABLE>
