<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 June 30, 1998
[ ] 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 August 5, 1998.
Common Stock, No Par Value 4,684,439
- -------------------------- -----------------
Class Number of Shares
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<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MCCLAIN INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1998 1997
(unaudited)
------------ --------------
CURRENT ASSETS
<S> <C> <C>
Cash and Cash Equivalents $ 2,016,583 $ 2,402,421
Accounts Receivable (Net) 24,429,886 16,589,263
Inventories 36,650,767 31,011,766
Net Investment in Sales Type
Leases - Current Portion 2,550,000 2,900,000
Prepaid expenses 70,301 362,029
Refundable Federal & State Taxes - 837,638
----------- -----------
Total Current Assets 65,717,537 54,103,117
----------- -----------
Property and equipment 43,032,616 41,470,473
Accumulated depreciation (18,447,179) (16,229,849)
Net Property and Equipment 24,585,437 25,240,624
----------- -----------
Net Investment in Sales Type
Leases - Less Current Portion 4,955,686 5,348,773
----------- -----------
Other Assets 2,158,548 2,493,053
----------- -----------
Total Assets $97,417,208 $87,185,567
=========== ===========
</TABLE>
LIABILITIES AND STOCKHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C> <C>
Current Portion of Long-Term Debt$ 2,900,000 $ 2,800,000
Accounts Payable 20,062,059 14,132,646
Accrued Liabilities 4,324,414 3,650,468
Federal & State Taxes 383,888 -
----------- -----------
Total Current Liabilities 27,670,361 20,583,114
----------- -----------
Deferred Income Taxes 2,100,000 2,100,000
----------- -----------
Long Term Debt - Less
Current Portion 40,313,753 38,513,490
----------- -----------
Other Liabilities 2,130,378 2,151,872
----------- -----------
Stockholders' Investment 25,202,716 23,837,091
----------- -----------
Total Liabilities and
Stockholders' Investment $97,417,208 $87,185,567
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 3
McCLAIN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATMENTS OF OPERTATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1998 1997 1998 1997
------------------ -------------------
<S> <C> <C> <C> <C>
Net Sales $33,441,088 $26,861,586 $80,681,338 $69,515,401
Cost of Sales 27,487,916 21,211,323 65,977,131 55,030,759
----------- ---------- ----------- -----------
Gross Profit 5,953,172 5,650,263 14,704,207 14,484,642
Selling, General
and Administrative
Expenses 3,548,809 3,564,626 10,086,462 10,207,635
----------- ----------- ----------- -----------
Operating Profit 2,404,363 2,085,637 4,617,745 4,277,007
----------- ----------- ----------- -----------
Other Income (Expense)
Interest expense (826,462) (842,055) (2,402,986) (2,511,449)
Interest income 311,133 304,540 930,865 884,975
Other expense (277,581) ( 22,637) ( 524,734) (453,364)
----------- ----------- ----------- -----------
Net Other Expense (792,910) (514,878) (1,996,855) (2,079,838)
----------- ----------- ----------- -----------
Income before
Income taxes 1,611,453 1,570,759 2,620,890 2,197,169
Income taxes 551,000 534,000 891,000 747,000
----------- ----------- ----------- -----------
Net Income $ 1,060,453 $ 1,036,759 $ 1,729,890 $ 1,450,169
=========== =========== =========== ===========
Net Income Per Basic
And Diluted
Common Shares $ .23 $ .21 $ .37 $ .30
=========== =========== =========== ===========
Weighted Average Number
Of Basic And Diluted
Common Shares 4,684,439 4,773,727 4,684,439 4,773,727
=========== =========== =========== ===========
</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>
NINE MONTHS ENDED
JUNE 30,
--------------------
1 9 9 8 1 9 9 7
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $1,729,890 $1,450,169
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 2,586,766 2,685,268
Common stock issued in lieu of cash 15,367 20,244
Changes in operating assets and liabilites which provided (used) cash:
Current assets excluding
cash & cash equivalents (12,837,896) (7,428,600)
Other assets 388,080 (1,605,890)
Accounts payable 5,929,413 4,699,296
Accrued liabilities 672,022 333,268
Federal income tax 1,221,526 767,986
Other liabilities ( 21,494) 151,733
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NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES ( 316,326) 1,079,474
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (1,590,134) (3,615,109)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (1,590,134) (3,615,109)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long term debt 1,900,263 2,945,943
Sale of common stock 61,369 129,201
Redemption of common stock ( 441,000) ( 96,968)
--------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,520,632 2,978,176
--------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 385,838) 442,541
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,402,421 1,065,039
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $2,016,583 $1,507,580
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 5
MCCLAIN INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 1998
1. Basis of Presentation
The accompanying unaudited Condensed 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 (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month and nine month periods
ended June 30, 1998, are not necessarily indicative of the results that may be
expected for the year ending September 30, 1998. 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, 1997.
Certain amounts reported in 1997 have been reclassified to conform to
the 1998 presentation.
2. Inventories
Inventories at June 30, 1998 and September 30, 1997 are summarized as
follows:
<TABLE>
<CAPTION>
(Unaudited)
June 30, 1998 September 30,1997
------------- -----------------
<S> <C> <C>
Material and Supplies $17,310,767 $17,221,766
Work in Process 7,633,000 6,664,000
Finished Goods 11,707,000 7,126,000
----------- -----------
$36,650,767 $31,011,766
=========== ===========
</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 share equivalents
outstanding during the period. 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
repurchased with the proceeds from the exercise of the stock options; those
repurchases were assumed to have been made at the average price of the common
stock during the period.
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<PAGE> 6
MCCLAIN INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 1998
4. Depreciation
For the nine months ended June 30, 1998 and 1997, depreciation
charges were $2,245,321 and $2,228,699, respectively.
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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 1998
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) (unaudited)
Three Months ended Nine Months ended
June 30, June 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $33,441,088 $26,861,586 $80,681,338 $69,515,401
Net Income $ 1,060,453 $ 1,036,759 $ 1,729,890 $ 1,450,169
Net Earnings Per
Basic and Diluted
Common Shares $ .23 $ .21 $ .37 $ .30
</TABLE>
<TABLE>
<CAPTION>
(unaudited)
As of As of
June 30, September 30,
1998 1997
------------- ---------------
<S> <C> <C>
Working Capital $38,047,176 $33,520,003
Total Assets 97,417,208 87,185,567
Long-Term Debt 40,313,753 38,513,490
Stockholders' Investment 25,202,716 23,837,091
Weighted Average Number of
Basic And Diluted Common
Shares Outstanding 4,684,439 4,773,727
Current Ratio 2.38:1 2.63:1
Long-Term Debt to
Stockholder's Investment 1.60:1 1.62:1
</TABLE>
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<PAGE> 9
MCCLAIN INDUSTRIES, INC.
12.50
The following table presents, as a percentage of net sales, certain
selected financial data for the Company for the periods indicated:
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
------------------------------------- ---------------------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.00% 100.00% 100.00% 100.00%
Cost of Sales 82.20 78.96 81.77 79.16
------ ------ ------ ------
Gross Profit 17.80 21.04 18.23 20.83
Selling, General &
Administrative Expenses 10.61 13.27 12.50 14.69
------ ------ ------ ------
Operating Income 7.19 7.77 5.72 6.15
Other Expenses ( 2.37) ( 1.92) ( 2.47) (2.99)
------ ------ ------ ------
Income Before Income Taxes 4.82 5.85 3.25 3.16
Provision for Income Taxes 1.65 1.99 1.10 1.07
------ ------ ------ ------
Net Income 3.17% 3.86% 2.15% 2.09%
====== ====== ====== ======
</TABLE>
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<PAGE> 10
MCCLAIN INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Net sales increased 24.9% to $33.4 million for the quarter ended June 30,
1998 (Quarter 1998) from $26.9 million for the quarter ended June 30, 1997
(Quarter 1997). The increase was due primarily to strong sales by the Company's
McClain E-Z Pack and Commodity facilities and the expansion of Company's truck
chassis program. Although the sales for the Quarter 1998 increased
substantially, the Company's, McClain E-Z Pack and Galion Dump Bodies facilities
sales were slower than expected due to logistical problems resulting from the
Truck Chassis shortage experienced during the second quarter. Cost of sales as a
percentage of net sales increased to 82.20% for the Quarter 1998 from 78.96% for
the Quarter 1997, primarily due to the increase in chassis sales. Cost of sales
for the products manufactured by the company was 79.26% for the Quarter 1998
compared to 78.80% for the Quarter 1997. Selling, General and Administrative
expenses decreased to 10.61% for the Quarter 1998 from 13.27% for the Quarter
1997 as a result of the increased sales volume and the continued restructuring
of certain administrative processes.
Net sales for the nine months ended June 30, 1998 increased 16.06% to $80.7
million from $69.5 million for the nine months ended June 30, 1997. Cost of
sales for the nine months ended June 30, 1998 increased to 81.77% from 79.16%
for the nine months ended June 30, 1997, primarily due to the increase in
chassis sales. Cost of sales for the products manufactured by the Company was
79.80% for the nine months ended June 30, 1998 compared to 78.1% for the nine
months ended June 30, 1997. Selling, General and Administrative expenses
decreased to 12.5% of net sales for the nine months ended June 30, 1998 from
14.69% for the nine months ended June 30, 1997.
In July of 1997 the State of Ohio announced that employers enrolled in the
state workers compensation program would receive a credit for the fiscal year
July 1, 1997 through June 30, 1998. This one time credit reduced the Company's
worker compensation insurance expense by approximately $.4 million for the nine
months ended June 30, 1998.
The Company had working capital of $38.0 million at June 30, 1998 compared
to $33.5 million at September 30, 1997. The ratio of current assets to current
liabilities was 2.38 to 1 at June 30, 1998 from 2.63 to 1 at September 30, 1997.
The Company's cash and cash equivalents totaled $2.0 million at June 30, 1998.
Cash flows used by operations were $0.3 million for the nine months ended June
30, 1998, primarily due to increased inventory resulting from the shortage of
chassis previously discussed.
On April 16, 1998 the Company signed a new agreement with its principal
lender that restructured the Company's debt structure to provide additional
availability on the Company's working capital line of credit. Additionally, the
agreement changed the basis of the Company's interest rate structure from a
Prime Rate base to a LIBOR base. This change effectively reduced the Company's
primary borrowing rate by approximately 0.75%.
The Company uses a third party software package run on a mid-range computer
for all its manufacturing and accounting operations. The Company has received
letters from both vendors certifying that their products are year 2000
compliant.
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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: AUGUST 10, 1998 By: /s/ Kenneth D. McClain
---------------------- ------------------------------
Kenneth D. McClain, President
Date: AUGUST 10, 1998 By: /s/ Mark S. Mikelait
---------------------- -----------------------------
Mark S. Mikelait, Treasurer
11 of 11
<PAGE> 12
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
Ex 27. Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,016,583
<SECURITIES> 0
<RECEIVABLES> 24,429,886
<ALLOWANCES> 0
<INVENTORY> 36,650,767
<CURRENT-ASSETS> 65,717,537
<PP&E> 43,032,616
<DEPRECIATION> 18,447,179
<TOTAL-ASSETS> 97,417,208
<CURRENT-LIABILITIES> 27,670,361
<BONDS> 0
0
0
<COMMON> 25,202,716
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 97,417,208
<SALES> 33,441,088
<TOTAL-REVENUES> 33,441,088
<CGS> 27,487,916
<TOTAL-COSTS> 27,487,916
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 826,462
<INCOME-PRETAX> 1,611,453
<INCOME-TAX> 551,000
<INCOME-CONTINUING> 1,060,453
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,060,453
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
