<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 14 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT OR SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-7770
McCLAIN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-1867649
State of Incorporation IRS 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 4, 2000.
Common Stock, No Par Value 4,576,216
--------------------------------------------------------------------------------
Class Number of Shares
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<PAGE> 2
McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS JUNE 30 SEPTEMBER 30,
2000 1999
(UNAUDITED)
------------------------- -----------------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $1,569,030 $1,908,397
Accounts receivable, (Net) 17,890,146 20,140,166
Inventories 54,511,958 63,281,785
Net investment in sales-type leases, current portion 7,750,000 5,900,000
Prepaid expenses 693,911 237,129
------------------------- -----------------------
TOTAL CURRENT ASSETS 82,415,045 91,467,477
------------------------- -----------------------
PROPERTY, PLANT AND EQUIPMENT, NET 23,198,071 23,236,170
------------------------- -----------------------
NET INVESTMENT IN SALES-TYPE LEASES, NET OF
CURRENT PORTION 15,037,164 12,871,973
------------------------- -----------------------
OTHER ASSETS 2,229,590 2,348,369
------------------------- -----------------------
TOTAL ASSETS 122,879,870 129,923,989
========================= =======================
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES
Accounts payable $10,397,119 $21,775,139
Current portion of long-term debt 4,500,000 4,450,000
Accrued expenses 4,386,855 4,682,156
Federal and state income taxes 690,059 1,870,217
------------------------- -----------------------
TOTAL CURRENT LIABILITIES 19,974,033 32,777,512
Long-term debt, net of current portion 67,413,960 62,648,684
Product liability 1,282,093 1,406,828
Deferred income taxes 2,200,000 2,200,000
------------------------- -----------------------
TOTAL LIABILITIES - 90,870,086 99,033,024
------------------------- -----------------------
STOCKHOLDERS' INVESTMENT 32,027,784 30,890,965
------------------------- -----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $122,879,870 $129,923,989
========================= =======================
</TABLE>
See notes to condensed consolidated financial statements
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<PAGE> 3
McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------------------ ---------------------------------------
2000 1999 2000 1999
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Net sales $ 40,634,125 $ 42,932,485 $ 108,560,823 $ 101,946,172
Cost of sales 33,826,791 35,247,417 89,641,340 83,666,479
------------------ ------------------ ------------------ ------------------
GROSS PROFIT 6,807,334 7,685,068 18,919,483 18,279,693
Selling, general and administrative
expenses 5,033,101 4,683,884 13,214,543 12,023,313
------------------ ------------------ ------------------ ------------------
INCOME FROM OPERATIONS 1,774,233 3,001,184 5,704,940 6,256,380
------------------ ------------------ ------------------ ------------------
OTHER INCOME (EXPENSE)
Interest expense (1,701,772) (1,019,744) (4,395,821) (2,654,269)
Interest income 591,799 381,596 1,586,720 1,141,328
Other, net (136,427) 2,303 (432,122) (99,963)
------------------ ------------------ ------------------ ------------------
OTHER EXPENSE - NET (1,246,400) (635,845) (3,241,223) (1,612,904)
------------------ ------------------ ------------------ ------------------
INCOME BEFORE INCOME TAXES 527,833 2,365,339 2,463,717 4,643,476
Income taxes 180,000 804,000 838,000 1,579,000
------------------ ------------------ ------------------ ------------------
NET INCOME $ 347,833 $ 1,561,339 $1,625,717 $3,064,476
================== ================== ================== ==================
Net income per share:
Basic $ 0.08 $ 0.33 $ 0.36 $ 0.65
================== ================== ================== ==================
Assuming dilution $ 0.08 $ 0.33 $ 0.36 $ 0.65
================== ================== ================== ==================
</TABLE>
See notes to condensed consolidated financial statements
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<PAGE> 4
McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENDSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
---------------------------------------------------
2000 1999
------------------------- -----------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,625,717 $3,064,476
Adjustments to reconcile net income to
net cash (used) provided by operating activities
Depreciation and amortization 2,542,088 2,451,924
Common stock issued to directors for services 23,977 10,114
Net changes in operating assets and liabilities
which provided (used) cash:
Current assets excluding cash & cash equivalents 8,713,065 (17,761,479)
Other assets (2,447,543) (1,776,788)
Accounts payable (11,378,020) 10,810,606
Accrued expenses (313,300) 993,298
Federal and state income taxes (1,180,158) 924,145
------------------------- -----------------------
NET CASH (USED IN) OPERATING ACTIVITIES (2,414,174) (1,283,704)
------------------------- -----------------------
------------------------- -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of plant and equipment (2,102,859) (3,293,071)
Payments (made on) received from liabilities assumed upon the
Galion acquisition (124,735) (282,567)
------------------------- -----------------------
NET CASH (USED IN) INVESTING ACTIVITIES (2,227,594) (3,575,638)
------------------------- -----------------------
------------------------- -----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal increase of long term debt 4,815,276 5,945,914
Repurchase of common stock (512,875) (151,378)
------------------------- -----------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,302,401 5,794,536
------------------------- -----------------------
------------------------- -----------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (339,367) 935,194
------------------------- -----------------------
Cash and cash equivalents, beginning of period 1,908,397 1,924,006
------------------------- -----------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $1,569,030 $2,859,200
========================= =======================
</TABLE>
See notes to condensed consolidated financial statements
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<PAGE> 5
McCLAIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 2000
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 nine-month period ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year
ending September 30, 2000. 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,
1999.
2. Inventories
Inventories at June 30, 2000 and September 30, 1999 are summarized as
follows:
<TABLE>
<CAPTION>
(Unaudited)
June 30, 2000 September 30, 1999
------------------------------------
<S> <C> <C>
Materials and Supplies $ 18,111,958 $ 19,416,535
Work in Process 6,100,000 5,555,977
Finished Goods 11,500,000 11,120,913
Chassis 18,800,000 27,188,360
-------------- --------------
$ 54,511,958 $ 63,281,785
-------------- ---------------
</TABLE>
3. Earnings per Common Share and Common Equivalent Share:
Earnings per share are computed using the weighted average number of
common shares outstanding during the periods, including a dual
presentation and reconciliation of "basic" and "diluted" per share
amounts. Diluted reflects the potential dilution of all common stock
equivalents. For the periods ended June 30, 2000 and 1999 options to
purchase 239,665 and 183,339 shares, respectively, were excluded from
the computation of earnings per share because the options' exercise
prices were greater than the average market price of the common shares.
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<PAGE> 6
McCLAIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 2000
4. Depreciation
For the nine months ended June 30, 2000 and 1999, depreciation charges
were $2,140,958 and $2,096,308, respectively. Accumulated depreciation
totaled $23,047,879 and $21,046,447 at June 30, 2000 and September 30,
1999, respectively.
5. Contingencies
Product Liability
As a manufacturer of industrial products, the Company is occasionally
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. The Company is currently defending
certain legal proceedings involving allegations of product liability
relating to products manufactured and sold by the Company.
Historically, such claims have not resulted in material losses to the
Company in any one year, and the Company maintains product liability
insurance in amounts believed by management to be adequate.
McClain E-Z Pack, Inc., as successor to Galion Holding Company (GHC),
pursuant to an indemnification it provided to the seller in connection
with GHC's July 1992 acquisition of the Galion operations, is currently
defending a number of legal proceedings involving product liability
claims arising out of products manufactured and sold prior to the
acquisition. These claims are covered by insurance and many of these
cases have been settled. In addition, the acquisition agreement called
for the seller to share in the payment of certain costs related to the
defense of these cases. On December 29, 1998 the Company reached a
settlement agreement with the seller, the terms of which called for the
Company to release the seller from its obligations related to product
liability claims under the Galion acquisition agreement in exchange for
a cash payment of $1,050,000.
A reserve to provide for these product claims was established at the
acquisition date. Since many of the cases have been settled and
insurance coverage exists, management believes that the ongoing costs
to defend these claims will not exceed the amount accrued on the
accompanying consolidated balance sheet at June 30, 2000. Nevertheless,
it is not possible to predict the ultimate outcome of any product
liability claim, and any such claim not fully covered by insurance, as
well as adverse publicity from a product claim, could have a material
adverse effect on the Company.
6 of 15
<PAGE> 7
McCLAIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 2000
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 certainty. The Company has incurred and will
continue to incur costs, on an ongoing basis, associated with
environmental regulatory compliance in its business.
Labor Union Matters
Certain of the Company's hourly employees are represented by various
labor unions pursuant to collective bargaining agreements which expire
between June 2000 and June 2003.
On February 23, 1995, the National Labor Relations Board (NLRB)
conducted an election in response to a petition filed by a local union
(Union) to represent the hourly employees at the Company's Macon,
Georgia plant. The ballots of certain employees were challenged as
ineligible. The Union filed charges asserting that the Company
committed various unfair labor practices, which affected the election
results, and that the challenged ballots should be counted. On October
17, 1996, the NLRB upheld the unfair labor practice charges and on
November 5, 1996, the NLRB determined that the results of the election
were in favor of the Union. The Company continues to vigorously defend
against the unfair labor practice allegations. The Company does not
believe a final decision upholding the Union certification or the
unfair labor practice charges would have a material adverse effect on
the Company. The Company believes that relations with the hourly
employees at McClain of Georgia are generally satisfactory. There have
been no work stoppages due to labor difficulties.
Other Legal Matters
The Company is also involved in routine litigation incidental to its
business. Management believes that the resolution of these matters will
not materially affect the consolidated financial statements.
7 of 15
<PAGE> 8
McCLAIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 2000
6. Year 2000 Compliance
The Company did not experience any significant disruptions in its
operation that were related to the Year 2000 issue.
7. Segment Information
The Company operates in three principal operating segments 1)
Manufactured Equipment, 2) Truck Chassis Sales, and 3) Leasing
Operations. Management evaluates the performance of its operating
segments separately to individually monitor the different factors
affecting performance. The Company measures the performance of its
operating segments based on net revenue and operating income. Income
taxes are managed on a Company-wide basis. Segment performance is also
evaluated based on profit or loss before income taxes.
8 of 15
<PAGE> 9
McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 2000
Information regarding the Company's operating segments follows for the three
months ended June 30, 2000 and 1999 follows:
<TABLE>
<CAPTION>
Manufacturing Truck Leasing
Operations Group Operations Totals
------------------- ------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
2000
Net sales $ 30,934,539 $ 9,699,586 $ 0 $ 40,634,125
Lease revenues $ 0 0 1,516,119 1,516,119
Operating income (loss) $ 1,711,698 (176,994) 239,529 1,774,233
Interest expense, net $ 861,161 457,879 382,732 1,701,772
Income (loss) before
income taxes $ 1,029,865 (643,874) 141,842 527,833
Identifiable assets $ 81,706,922 18,385,784 22,787,164 122,879,870
Capital expenditures $ 2,102,859 0 0 2,102,859
Depreciation and
amortization $ 850,553 0 0 850,553
1999
Net sales $ 33,281,049 $ 9,651,436 $ 0 $ 42,932,485
Lease revenues $ 0 0 901,146 901,146
Operating income $ 858,556 292,484 211,935 1,362,975
Interest expense, net $ 526,040 297,380 196,324 1,019,744
Income (loss) before
income taxes $ 2,169,642 (10,822) 181,215 2,340,035
Identifiable assets $ 95,030,841 22,257,376 12,635,772 129,923,989
Capital expenditures $ 3,293,071 0 0 3,293,071
Depreciation and
amortization $ 795,376 0 0 795,376
</TABLE>
9 of 15
<PAGE> 10
McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JUNE 30, 2000
Information regarding the Company's operating segments follows for the nine
months ended June 30, 2000 and 1999 follows:
<TABLE>
<CAPTION>
Manufacturing Truck Leasing
Operations Group Operations Totals
------------------- ------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
2000
Net sales $ 81,848,439 $ 26,712,384 $ 0 $ 108,560,823
Lease revenues $ 0 0 4,154,626 4,154,626
Operating income (loss) $ 5,303,398 (235,401) 636,943 5,704,940
Interest expense, net $ 2,185,373 1,344,270 866,178 4,395,821
Income (loss) before
income taxes $ 3,524,574 (1,606,672) 545,815 2,463,717
Identifiable assets $ 81,706,922 18,385,784 22,787,164 122,879,870
Capital expenditures $ 2,102,859 0 0 2,102,859
Depreciation and
amortization $ 2,542,088 0 0 2,542,088
1999
Net sales $ 78,648,664 $ 23,297,508 $ 0 $ 101,946,172
Lease revenues $ 0 0 2,613,233 2,613,233
Operating income (loss) $ 3,231,138 882,998 529,340 4,643,476
Interest expense, net $ 1,613,454 535,524 505,291 2,654,269
Income (loss) before
income taxes $ 3,707,791 406,345 529,340 4,643,476
Identifiable assets $ 95,030,841 22,257,376 12,635,772 129,923,989
Capital expenditures $ 3,293,071 0 0 3,293,071
Depreciation and
amortization $ 2,451,924 0 0 2,451,924
</TABLE>
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<PAGE> 11
McCLAIN INDUSTRIES, INC.
ITEM TWO. 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,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $ 40,634,125 $ 42,932,485 $108,560,823 $101,946,172
Net Income $ 347,833 $ 1,561,339 $ 1,625,717 $ 3,064,476
Net Earnings Per Common
Share (Basic and Diluted) $ .08 .33 $ .36 $ .65
</TABLE>
<TABLE>
<CAPTION>
(Unaudited)
As of As of
June 30, September 30,
2000 1999
---------------- ------------------
<S> <C> <C>
Working Capital $ 62,441,012 $ 58,689,965
Total Assets 122,879,870 129,923,989
Long-Term Debt 67,413,960 62,648,684
Stockholder's Investment 32,027,784 30,890,965
Common shares outstanding
(Basic and Diluted) 4,581,084 4,684,439
Current Ratio 4.13:1 2:79:1
Long-Term Debt to Equity
Stockholders' Investment 2.11:1 2.03:1
</TABLE>
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<PAGE> 12
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 Nine Months Ended
June 30, June 30,
2000 1999 2000 1999
------------------------ ------------------------
<S> <C> <C> <C> <C>
Net Sales 100.00% 100.00% 100.00% 100.00%
Cost of Sales 83.25 82.20 82.57 82.07
------ ------ ------ ------
Gross Profit 16.75 17.80 17.43 17.93
Selling, General &
Administrative Expenses 12.38 10.61 12.17 11.79
------ ------ ------ ------
Operating Income 4.37 7.19 5.26 6.14
Other Expenses (3.07) (2.37) (2.99) (1.58)
------ ------ ------ ------
Income before Income Taxes 1.30 4.82 2.27 4.56
Income Taxes (0.44) (1.65) (0.77) (1.55)
------ ------ ------ ------
Net Income 0.86% 3.17% 1.50% 3.01%
------ ------ ------ ------
</TABLE>
12 of 15
<PAGE> 13
McCLAIN INDUSTRIES, INC.
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Net sales decreased 5.4% to $40.6 million for the quarter
ended June 30, 2000 (Quarter 2000) from $42.9 million for the quarter ended June
30, 1999 (Quarter 1999). The decrease was due primarily to slower sales by the
Company's McClain E-Z Pack division. Sales for McClain E-Z Pack decreased 17.3%
or $1.6 million for the Quarter 2000 from the Quarter 1999. Sales of the
Company's other product lines were flat for the Quarter 2000 compared to the
Quarter 1999. The sales of the McClain Truck division accounted for 18.7% of the
Company's sales for the Quarter 2000 compared to 17.4% of the Company's sales
for the Quarter 1999.
Cost of goods sold increased to 83.25% for the Quarter 2000 from 82.20%
for the Quarter 1999. The gross profit margin on manufactured products decreased
to 19.1% for the Quarter 2000 compared to 20.0% for the Quarter 1999. The gross
profit margin for the McClain Truck division decreased to 6.5% for the Quarter
2000 from 8.1% for the Quarter 1999 due to tighter margins on the dump truck
chassis sold by the Company that result from continued softness in the dump
truck market.
Selling, General & Administrative Expenses increased to 12.38% of net
sales for the Quarter 2000 from 10.61% of net sales for the Quarter 1999 due
primarily to lower sales.
Net Income for the quarter decreased to .86% of sales for the quarter
2000 from 3.17% for the quarter 1999. This decrease was due primarily to the
additional interest costs of carrying the increased debt necessary to fund the
Company's expanded truck inventory and increased health insurance costs. 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, 1999.
Net sales increased 6.5% to $108.6 million for the nine months ended
June 30, 2000 (nine months 2000) from $101.9 million for the nine months ended
June 30, 1999 (nine months 1999). The increase was due primarily to strong sales
by the Company's McClain Commodities and McClain Truck divisions. Sales for
McClain Commodities increased 11.6% or $4.4 million for the nine months 2000
over the nine months 1999, while McClain Truck sales increased 13.5% or $2.6
million during the nine months 2000 compared to the nine months 1999. Sales of
the Company's other product lines were flat for the nine months 2000 compared to
the nine months 1999. The sales of the McClain truck division accounted for
19.9% of the Company's sales for the nine months 2000 compared to 18.7% of the
Company's sales for the nine months 1999.
Cost of goods sold increased to 82.6% for the nine months ended June
2000 from 82.1% for the nine months ended June 1999 due primarily to the higher
percentage of truck sales discussed previously. The gross profit margin on
manufactured products increased to 21.2% for
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<PAGE> 14
the nine months 2000 compared to 20.5% for the nine months 1999. This increase
is the result of increased production, providing overhead reductions at certain
of the Company's manufacturing facilities. The gross profit margin for the
McClain Truck division decreased to 2.3% for the nine months 2000 from 7.0% for
the nine months 1999 due to tighter margins on the dump truck chassis sold by
the Company that result from continued softness in the dump truck market.
Selling, General & Administrative Expenses increased to 12.17% of net
sales for the nine months 2000 from 11.79% of net sales for the nine months
1999.
Net Income for the quarter decreased to 1.5% of sales for the nine
months 2000 from 3.01% for the nine months 1999. This decrease was due primarily
to the additional interest costs of carrying the increased debt necessary to
fund the Company's expanded truck inventory and increased health insurance
costs. 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, 1999.
The Company had working capital of $62.4 million at June 30, 2000
compared to $58.7 million at September 30, 1999. The ratio of current assets to
current liabilities was 4.13:1 at June 30, 2000 and 2.79:1 at September 30,
1999. The Company's cash and cash equivalents totaled $1.6 million at June 30,
2000. Cash flows used by operations were $2.4 million for the nine months ended
June 30, 2000.
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<PAGE> 15
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 authorized.
McCLAIN INDUSTRIES, INC.
Date: August 7, 2000 By: /s/ Kenneth D. McClain
------------------------------- -------------------------------
Kenneth D. McClain, President
Date: August 7, 2000 By: /s/ Mark S. Mikelait
------------------------------- -------------------------------
Mark S. Mikelait, Treasurer
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<PAGE> 16
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
