<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 March 31, 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
(313) 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 May 8, 1998.
Common Stock, No Par Value 4,719,870
- -------------------------- ----------------
Class Number of Shares
1 of 11
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MCCLAIN INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1998 1997
(unaudited)
----------- -------------
CURRENT ASSETS
- --------------
<S> <C> <C>
Cash and Cash Equivalents $ 1,999,265 $ 2,402,421
Accounts Receivable (Net) 17,619,454 16,589,263
Inventories 35,827,976 31,011,766
Net Investment in Sales Type
Leases - Current Portion 2,700,000 2,900,000
Prepaid expenses 408,296 362,029
Refundable Federal & State Taxes 201,352 837,638
------------ ------------
Total Current Assets 58,756,343 54,103,117
------------ ------------
Property and equipment 42,537,534 41,470,473
Accumulated depreciation (17,671,324) (16,229,849)
------------ ------------
Net Property and Equipment 24,866,210 25,240,624
------------ ------------
Net Investment in Sales Type
Leases - Less Current Portion 5,183,758 5,348,773
------------ ------------
Other Assets 2,100,986 2,493,053
------------ ------------
Total Assets $ 90,907,297 $ 87,185,567
============ ============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES
- -------------------
Current Portion of Long-Term Debt $ 2,800,000 $ 2,800,000
Accounts Payable 15,812,090 14,132,646
Accrued Liabilities 4,141,532 3,650,468
------------ ------------
Total Current Liabilities 22,753,622 20,583,114
------------ ------------
Deferred Income Taxes 2,100,000 2,100,000
------------ ------------
Long Term Debt - Less
Current Portion 39,465,247 38,513,490
------------ ------------
Other Liabilities 2,253,284 2,151,872
------------ ------------
Stockholders' Investment 24,335,144 23,837,091
------------ ------------
Total Liabilities and
Stockholders' Investment $ 90,907,297 $ 87,185,567
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 3
\ MCCLAIN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1998 1997 1998 1997
----------------------- ------------------------
<S> <C> <C> <C> <C>
Net Sales $23,614,926 $22,341,585 $47,240,250 $42,653,815
Cost of Sales 19,236,285 17,377,450 38,489,215 33,819,436
----------- ----------- ----------- -----------
Gross Profit 4,378,641 4,964,135 8,751,035 8,834,379
Selling, General
and Administrative
Expenses 3,258,728 3,472,740 6,537,653 6,643,009
----------- ----------- ----------- -----------
Operating Income 1,119,913 1,491,395 2,213,382 2,191,370
----------- ----------- ----------- -----------
Other Income (Expense)
Interest Expense (744,950) (945,233) (1,576,524) (1,669,394)
Interest Income 310,913 329,272 619,732 580,435
Other Expense (187,976) (305,092) (247,153) (476,001)
---------- ----------- ----------- -----------
(622,013) (921,053) (1,203,945) (1,564,960)
---------- ----------- ----------- -----------
Income Before
Income Taxes 497,900 570,342 1,009,437 626,410
Provision for
Income Taxes 166,000 194,000 340,000 213,000
---------- ----------- ----------- -----------
Net Income $ 331,900 $ 376,342 $ 669,437 $ 413,410
========== =========== =========== -----------
Net Income per
Common and Common
Equivalent Shares
(Basic and Fully
Diluted) $ .07 $ .08 $ .14 $ .09
========== =========== =========== ===========
Weighted Average
Number of Common and
Common Equivalent
Shares
Outstanding 4,719,870 4,709,533 4,719,870 4,738,297
========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements
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<PAGE> 4
MCCLAIN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
----------------------------------------
1998 1997
---------- ------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 669,437 $ 413,410
----------- -----------
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 1,724,250 1,755,230
Common stock issued in lieu of cash 8,248 5,244
Changes in operating assets and liabilites
which provided (used) cash:
Current assets excluding
cash & cash equivalents (5,692,668) (3,283,515)
Other assets 330,860 (1,106,373)
Accounts payable 1,679,443 1,184,620
Accrued liabilities 491,065 112,083
Federal income tax 636,286 209,025
Other liabilities 101,412 337,447
----------- -----------
TOTAL ADJUSTMENTS (724,102) (786,035)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (51,665) (372,625)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (1,123,615) (2,948,952)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,123,615) (2,948,952)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long term debt 951,757 4,213,070
Sale of common stock 61,369 --
Redemption of common stock ( 241,000) ( 96,968)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 772,126 4,116,102
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 403,156) 795,525
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,402,421 1,065,039
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,999,265 $ 1,859,564
=========== ===========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 5
MCCLAIN INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SIX MONTHS ENDED MARCH 31, 1998
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 consisting
of normal recurring items considered necessary for a fair presentation have been
included. Operating results for the three month and six month periods ended
March 31, 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 March 31, 1998 and September 30, 1997 are summarized as
follows:
<TABLE>
<CAPTION>
(Unaudited)
March 31, 1998 September 30, 1997
-------------- ------------------
<S> <C> <C>
Material and Supplies $17,062,976 $17,221,766
Work in Process 7,525,000 6,664,000
Finished Goods 11,240,000 7,126,000
----------- -----------
$35,827,976 $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 stock 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.
4. Depreciation
For the six months ended March 31, 1998 and 1997, depreciation
charges were $1,498,028 and $1,451,218, respectively.
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<PAGE> 6
MCCLAIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SIX MONTHS ENDED MARCH 31, 1998
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)
SIX MONTHS ENDED MARCH 31, 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 Six Months ended
March 31, March 31,
1998 1997 1998 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $23,614,926 $22,341,585 $47,240,250 $42,653,815
Net Income $ 331,900 $ 376,342 $ 669,437 $ 413,410
Net Earnings Per
Common and Common
Equivalent Share $ .07 $ .08 $ .14 $ .09
</TABLE>
<TABLE>
<CAPTION>
(unaudited)
As of As of
March 31, September 30,
1998 1997
------------ ---------
<S> <C> <C>
Working Capital $36,002,721 $33,520,003
Total Assets 90,907,297 87,185,567
Long-Term Debt 39,465,247 38,513,490
Stockholders' Investment 24,335,144 23,837,091
Weighted Average Number
of Common and Common Equivalent
Shares Outstanding 4,719,870 4,729,281
Current Ratio 2.58:1 2.63:1
Long-Term Debt to
Stockholders' Investment 1.62:1 1.62:1
</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) (Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
---------------------- -----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.00% 100.00% 100.00% 100.00%
Cost of Sales 81.46 77.78 81.47 79.29
------ ------ ------ ------
Gross Profit 18.54 22.22 18.53 20.71
Selling, General &
Administrative Expenses 13.80 15.54 13.84 15.57
------ ------ ------ ------
Operating Income 4.74 6.68 4.69 5.14
Other Expenses (2.63) (4.12) (2.55) (3.67)
------ ------ ------ ------
Income Before Income Taxes 2.11 2.56 2.14 1.47
Provision for Income Taxes ( .70) ( .87) ( .72) (. 50)
------ ------ ------ ------
Net Income 1.41% 1.69% 1.42% .97%
====== ====== ====== ======
</TABLE>
9 of 11
<PAGE> 10
MCCLAIN INDUSTRIES, INC.
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
Net sales increased 5.7% to $23.6 million for the quarter ended March
31, 1998 (Quarter 1998) from $22.3 million for the quarter ended March 31, 1997
(Quarter 1997). The increase was primarily a result of strong sales by the
Company's McClain E-Z Pack and Commodity facilities. Although the sales
for the Quarter 1998 increased, the Company's McClain E-Z Pack and Galion
Dump Bodies facilities had approximately $5.0 million of finished product they
were unable to ship due to a severe shortage of the Truck Chassis on which the
Company mounts these products. Cost of sales as a percentage of net sales
increased to 81.46% for the Quarter 1998 from 77.78% for the Quarter 1997.
Selling, General and Administrative expenses decreased to 13.8% for the Quarter
1998 from 15.54% for the Quarter 1997 as a result of the increased sales volume
and the continued restructuring of certain administrative processes.
Net sales for the six months ended March 31, 1998 increased 10.75% to
$47.2 million from $42.6 million for the six months ended March 31, 1997. Cost
of sales for the six months ended March 31, 1998 increased to 81.47% from 79.29%
for the six months ended March 31, 1997. Selling, General and Administrative
expenses decreased to 13.48% of net sales for the six months ended March 31,
1998 from 15.57% for the six months ended March 31, 1997.
The Company had working capital of $36.2 million at March 31, 1998
compared to $33.5 million at September 30, 1997. The ratio of current assets to
current liabilities was 2.58 to 1 at March 31, 1998 from 2.63 to 1 at September
30, 1997. The Company's cash and cash equivalents totaled $2.0 million at
March 31, 1998. Cash flows used by operations were $0.05 million for the six
months ended March 31, 1998, primarily due to increased inventory resulting from
the current shortage of chassis previously discussed.
On April 16, 1998 the Company signed a new agreement with its principal
lender. As a result the Company has additional availability on the Company's
working capital line of credit. Additionally, the agreement changed the basis
of its interest rate structure from a Prime Rate base to a LIBOR base. This
change effectively reduced the Company's primary borrowing rate by
approximately 75 basis points.
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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: MAY 15, 1998 By: /s/ Kenneth D. McClain
------------------------ -----------------------
Kenneth D. McClain, President
Date: MAY 15, 1998 By: /s/ Mark S. Mikelait
------------------------ ---------------------
Mark S. Mikelait, Treasurer
11 of 11
<PAGE> 12
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,999,265
<SECURITIES> 0
<RECEIVABLES> 17,619,454
<ALLOWANCES> 0
<INVENTORY> 35,827,976
<CURRENT-ASSETS> 58,756,343
<PP&E> 42,537,534
<DEPRECIATION> 17,671,324
<TOTAL-ASSETS> 90,907,297
<CURRENT-LIABILITIES> 22,753,622
<BONDS> 0
0
0
<COMMON> 5,155,571
<OTHER-SE> 19,179,573
<TOTAL-LIABILITY-AND-EQUITY> 90,907,297
<SALES> 47,240,250
<TOTAL-REVENUES> 47,240,250
<CGS> 38,489,215
<TOTAL-COSTS> 38,489,215
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,576,524
<INCOME-PRETAX> 1,009,437
<INCOME-TAX> 340,000
<INCOME-CONTINUING> 669,437
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 669,437
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
