<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
COMMISSION FILE NUMBER 1-12068
MASCOTECH, INC.
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-2513957
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(313) 274-7405
- -------------------------------------------------------------------------------
(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, 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 PRACTICAL DATE.
<TABLE>
<CAPTION>
SHARES OUTSTANDING AT
CLASS OCTOBER 29, 1999
- ------------------------------------ ---------------------
<S> <C>
COMMON STOCK, PAR VALUE $1 PER SHARE 44,572,000
</TABLE>
<PAGE> 2
MASCOTECH, INC.
INDEX
PAGE NO.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheet -
September 30, 1999 and December 31, 1998 1
Consolidated Condensed Statements of Income
for the Three and Nine Months Ended
September 30, 1999 and 1998 2
Consolidated Condensed Statement of
Cash Flows for the Nine Months
Ended September 30, 1999 and 1998 3
Notes to Consolidated Condensed Financial
Statements 4-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9-12
Part II. Other Information and Signature 13-14
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MASCOTECH, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1999 1998
------ ------------- ------------
<S> <C> <C>
Current assets:
Cash and cash investments $ 12,350 $ 29,390
Receivables 238,190 223,340
Inventories 172,900 198,350
Deferred and refundable income taxes 25,340 26,590
Prepaid expenses and other assets 18,700 23,710
---------- ----------
Total current assets 467,480 501,380
Equity and other investments in affiliates 106,700 93,560
Property and equipment, net 712,040 678,130
Excess of cost over net assets of acquired
companies 785,480 764,220
Notes receivable and other assets 40,450 53,250
---------- ----------
Total assets $2,112,150 $2,090,540
========== ==========
LIABILITIES
Current liabilities:
Accounts payable $ 107,260 $ 114,830
Accrued liabilities 136,900 135,230
---------- ----------
Total current liabilities 244,160 250,060
Convertible subordinated debentures 305,000 310,000
Long-term debt 1,069,360 1,078,240
Deferred income taxes and other long-term
liabilities 200,280 198,360
---------- ----------
Total liabilities 1,818,800 1,836,660
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, $1 par:
Authorized: 25 million;
Outstanding: None --- ---
Common stock, $1 par:
Authorized: 250 million;
Outstanding: 44.6 and 45.8 million 44,580 45,780
Paid-in capital --- 16,820
Retained earnings 304,890 245,860
Accumulated other comprehensive loss (17,040) (7,460)
Less: Restricted stock awards (39,080) (47,120)
---------- ----------
Total shareholders' equity 293,350 253,880
---------- ----------
Total liabilities and
shareholders' equity $2,112,150 $2,090,540
========== ==========
</TABLE>
The accompanying notes are an integral part of the
consolidated condensed financial statements.
1
<PAGE> 4
MASCOTECH, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1999 1998 1999 1998
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 399,300 $ 399,500 $1,284,470 $1,233,740
Cost of sales (299,960) (299,350) (955,420) (912,130)
Selling, general and
administrative expenses (51,030) (51,160) (163,430) (151,090)
Gain (charge) for disposition of
businesses, net --- --- 26,550 (15,580)
Charge for asset impairment --- --- (17,510) ---
--------- --------- ---------- ----------
Operating profit 48,310 48,990 174,660 154,940
--------- --------- ---------- ----------
Other income (expense), net:
Interest expense (19,320) (21,430) (59,150) (60,820)
Equity and interest income
from affiliates, net 5,000 3,120 10,530 9,240
Loss from change in investment
of an equity affiliate --- --- (3,150) ---
Deferred gain recognized from
disposition of business --- --- --- 7,000
Other, net (970) (2,380) (4,450) 3,560
--------- --------- ---------- ----------
(15,290) (20,690) (56,220) (41,020)
--------- --------- ---------- ----------
Income before income taxes 33,020 28,300 118,440 113,920
Income taxes 12,820 11,510 48,270 34,570
--------- --------- ---------- ----------
Net income $ 20,200 $ 16,790 $ 70,170 $ 79,350
========= ========= ========== ==========
Basic earnings per share $ .49 $ .38 $1.71 $1.80
========= ========= ========== ==========
Diluted earnings per share $ .41 $ .33 $1.39 $1.47
========= ========= ========== ==========
Cash dividends declared per share $ .08 $ .07 $ .22 $ .13
========= ========= ========== ==========
Cash dividends paid per share $ .08 $ .07 $ .22 $ .19
========= ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of the
consolidated condensed financial statements.
2
<PAGE> 5
MASCOTECH, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
1999 1998
---------- ----------
<S> <C> <C>
CASH FROM (USED FOR):
OPERATIONS:
Net cash from earnings $ 138,030 $ 148,560
(Increase) decrease in inventories 11,100 (9,890)
(Increase) in receivables (21,350) (11,690)
Increase (decrease) in accounts payable
and accrued liabilities (13,020) 29,240
Decrease in marketable securities --- 43,430
(Increase) decrease in prepaid expenses
and other current assets 6,510 (5,850)
Other, net (2,420) 6,550
---------- ----------
Net cash from operating activities 118,850 200,350
---------- ----------
FINANCING:
Payment of debt (35,190) (400,620)
Increase in debt 22,240 1,089,290
Payment of common stock dividends (9,900) (8,920)
Retirement of Company Common Stock (19,530) (36,150)
Other, net 680 (12,670)
---------- ----------
Net cash from (used for) financing
activities (41,700) 630,930
---------- ----------
INVESTMENTS:
Capital expenditures (100,800) (74,250)
Cash received from sale of
businesses, net 90,470 25,020
Acquisition of businesses, net of
cash acquired (87,670) (864,420)
Proceeds from redemptions of debt
by affiliates --- 80,500
Other, net 3,810 (10,220)
---------- ----------
Net cash (used for) investing
activities (94,190) (843,370)
---------- ----------
CASH AND CASH INVESTMENTS:
(Decrease) for the nine months (17,040) (12,090)
At January 1 29,390 41,110
---------- ----------
At September 30 $ 12,350 $ 29,020
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Net cash paid during the period for:
Interest $ 70,420 $ 55,380
========== =========
Income taxes $ 27,220 $ 32,930
========== =========
</TABLE>
The accompanying notes are an integral part of the
consolidated condensed financial statements.
3
<PAGE> 6
MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are
normal and recurring in nature, necessary to present fairly its
financial position as at September 30, 1999 and the results of
operations for the three and nine months ended September 30, 1999 and
1998 and cash flows for the nine months ended September 30, 1999 and
1998. Certain amounts for the year ended December 31, 1998 have been
reclassified to conform to the presentation adopted in 1999.
B. Inventories by component are as follows (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Finished goods $ 75,200 $ 87,810
Work in process 50,640 47,960
Raw materials 47,060 62,580
-------- --------
$172,900 $198,350
======== ========
</TABLE>
C. Property and equipment, net reflects accumulated depreciation of $322
million and $313 million as at September 30, 1999 and December 31,
1998, respectively.
D. The Company's total comprehensive income for the period was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $20,200 $16,790 $70,170 $79,350
Other comprehensive income (loss) 4,110 4,380 (9,580) 2,270
------- ------- ------- -------
Total comprehensive income $24,310 $21,170 $60,590 $81,620
======= ======= ======= =======
</TABLE>
E. In January 1998, the Company received $48 million of cash from MSX
International, Inc. ("MSXI") in payment of certain amounts due
MascoTech, resulting from the sale of the Company's engineering and
technical business services units to MSXI in early 1997. The Company
realized a pre-tax gain of $7 million in the first quarter of 1998 from
the partial recognition of a gain that was deferred at the time of the
sale pending the receipt of cash.
F. In June 1998, the Company recorded a pre-tax gain of approximately $25
million related to the receipt of additional consideration based on the
operating performance of the Company's stamping businesses sold in
1996. The gain, which is non taxable, was included in the caption
"charge for disposition of businesses, net" in the income statement.
4
<PAGE> 7
MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
G. In the second quarter of 1998, the Company recorded a non-cash charge
aggregating approximately $41 million pre-tax (approximately $22
million after tax or $.37 per common share) to reflect the write-down
of certain long lived assets principally related to the plan to dispose
of certain businesses and to accrue exit costs of approximately $8
million.
In April 1999, the Company completed the sale of its
aftermarket-related and vacuum metalizing businesses for total proceeds
aggregating approximately $105 million, including $90 million of cash
which was applied to reduce the Company's indebtedness, a note
receivable of $6 million and retained equity interests in the ongoing
businesses. These transactions resulted in a pre-tax gain of
approximately $26.5 million ($15.2 million after tax), of which $10
million was recognized in the first quarter of 1999. The $10 million
first quarter 1999 gain included $15.2 million ($6 million after-tax),
resulting from the Company's revised estimate of the fair market value
of certain assets held for sale at March 31, 1999 and a loss of
approximately $5.2 million ($3.8 million after-tax) on a transaction
that closed in March 1999. The remaining pre-tax gain on disposition of
approximately $16.5 million ($13.0 million after-tax) was recognized in
the second quarter of 1999.
5
<PAGE> 8
MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
H. Effective December 31, 1998, the Company adopted SFAS No. 131,
"Disclosure about Segments of an Enterprise and Related Information."
The adoption of SFAS No. 131 did not affect results of operations or
financial position but did affect the disclosure of segment
information.
The Company purchased TriMas in January 1998 and the segment data for
1998 reflects TriMas as though the transaction had occurred on January
1, 1998, consistent with the Company's internal management reporting.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------- ----------------------
1999 1998 1999 1998
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES FROM EXTERNAL CUSTOMERS
Specialty Metal Formed Products $197,880 $174,370 $ 606,830 $ 568,420
Towing Systems 65,670 61,730 213,820 193,550
Specialty Fasteners 58,800 53,820 180,940 168,110
Specialty Packaging & Sealing Products 50,440 53,820 163,950 167,290
Specialty Industrial Products 26,510 28,010 80,120 85,110
Companies Sold or Held for Sale --- 27,750 38,810 87,500
-------- -------- ---------- ----------
Total $399,300 $399,500 $1,284,470 $1,269,980
======== ======== ========== ==========
INTERSEGMENT REVENUES
Specialty Metal Formed Products $ 2,180 $ 1,350 $ 6,710 $ 3,320
Towing Systems 1,980 1,360 6,230 5,250
Specialty Fasteners 1,020 1,510 2,590 2,610
Specialty Packaging & Sealing Products --- --- --- ---
Specialty Industrial Products 210 220 570 650
Companies Sold or Held for Sale --- 570 930 2,150
-------- -------- ---------- ----------
Total $ 5,390 $ 5,010 $ 17,030 $ 13,980
======== ======== ========== ==========
OPERATING PROFIT
Specialty Metal Formed Products $ 24,860 $ 19,060 $ 82,430 $ 78,520
Towing Systems 8,500 9,720 31,660 32,820
Specialty Fasteners 7,370 8,580 23,780 29,690
Specialty Packaging & Sealing Products 9,420 11,480 29,770 31,880
Specialty Industrial Products 3,080 3,450 9,690 11,320
Companies Sold or Held for Sale --- 1,690 4,390 8,750
-------- -------- ---------- ----------
Total $ 53,230 $ 53,980 $ 181,720 $ 192,980
======== ======== ========== ==========
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------- ----------------------
1999 1998 1999 1998
-------- -------- ---------- ----------
REVENUES FROM EXTERNAL CUSTOMERS
Revenues from external customers
for reportable segments $399,300 $399,500 $1,284,470 $1,269,980
TriMas sales prior to acquisition --- --- --- (36,240)
-------- -------- ---------- ----------
Total net sales $399,300 $399,500 $1,284,470 $1,233,740
======== ======== ========== ==========
OPERATING PROFIT
Total operating profit for reportable
segments $ 53,230 $ 53,980 $ 181,720 $ 192,980
General corporate expenses (4,920) (4,990) (16,100) (17,510)
Net gain (charge) on disposition
of businesses --- --- 26,550 (15,580)
Charge for asset impairment --- --- (17,510) ---
TriMas operating profit prior to
acquisition --- --- --- (4,950)
-------- -------- ---------- ----------
Total operating profit $ 48,310 $ 48,990 $ 174,660 $ 154,940
======== ======== ========== ==========
</TABLE>
6
<PAGE> 9
MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
I. The following are reconciliations of the numerators and denominators
used in the computations of basic and diluted earnings per share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Weighted average number of
shares outstanding 41,280 43,920 41,120 43,980
======== ======== ======== ========
Earnings used for basic earnings
per share computation $ 20,200 $ 16,790 $ 70,170 $ 79,350
======== ======== ======== ========
Basic earnings per share $ .49 $ .38 $ 1.71 $ 1.80
======== ======== ======== ========
Total shares used for basic earnings
per share computation 41,280 43,920 41,120 43,980
Dilutive securities:
Stock options 610 1,000 590 1,260
Convertible debentures 9,840 10,000 9,840 10,000
Contingently issuable shares 3,570 3,940 3,760 3,760
-------- -------- -------- --------
Total shares used for diluted
earnings per share computation 55,300 58,860 55,310 59,000
======== ======== ======== ========
Earnings used for basic earnings
per share computation $ 20,200 $ 16,790 $ 70,170 $ 79,350
Add back of debenture interest 2,340 2,380 6,970 7,140
-------- -------- -------- --------
Earnings used for diluted
earnings per share computation $ 22,540 $ 19,170 $ 77,140 $ 86,490
======== ======== ======== ========
Diluted earnings per share $ .41 $ .33 $ 1.39 $ 1.47
======== ======== ======== ========
</TABLE>
Diluted earnings per share reflect the potential dilution that would
occur if securities or other contracts to issue common stock were
converted or exercised into common stock.
The 1999 basic earnings per share amounts for the quarters may not
total to the full year amounts due to the purchase and retirement of
shares throughout the year.
7
<PAGE> 10
MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(CONCLUDED)
J. In second quarter 1999, an equity affiliate purchased and retired
certain of its outstanding common stock which increased the Company's
equity ownership interest in the affiliate from 29 percent to 36
percent. As a result of the change in the Company's equity ownership
interest in the affiliate, the Company recognized a pre-tax loss of
approximately $3.1 million.
K. In the second quarter 1999, the Company recorded a non-cash charge of
$17.5 million related to an impairment of certain long lived assets,
related to its hydroforming equipment and intellectual property. The
revised carrying values of these assets were generally calculated based
on expected future cash flows which were determined to be insufficient
to recover the related carrying value.
L. In August 1999, the Company acquired Windfall Products, a St. Marys,
Pennsylvania based manufacturer of transportation-related powder metal
components. The acquisition was accounted for as a purchase with a
purchase price, net of cash acquired, of approximately $88 million and
results are included from date of acquisition. The excess of purchase
price over fair value approximated $49 million and will be amortized
over 40 years.
8
<PAGE> 11
MASCOTECH, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MascoTech sales for the third quarter 1999 of $399 million were equal
to third quarter 1998 sales. Income in the third quarter 1999 increased 20
percent to $20.2 million or $.41 per share, compared with $16.8 million or $.33
per share in 1998.
Excluding the 1998 sales contribution from the Company's
aftermarket-related businesses which were sold in early 1999, third quarter 1999
sales, aided by acquisitions, would have increased approximately seven percent.
Results for the third quarter 1999 were favorably impacted by lower interest
expense and increased equity earnings from affiliates as compared with third
quarter 1998. Results for third quarter 1998 included a $1.2 million loss
related to marketable securities.
In the second quarter 1998, the Company announced its intent to dispose
of its aftermarket-related businesses which resulted in a charge to earnings of
approximately $41 million pre-tax. Including a first quarter 1999 gain of
approximately $10 million pre-tax, the Company recovered approximately $26.5
million of the 1998 charge. The charge in 1998 offset a gain, approximately $25
million pre-tax, related to the receipt of contingent consideration in the
second quarter of 1998 which resulted from the 1996 disposition of a business.
The following information related to sales, operating profit and
margins is presented on a pro forma basis, as though MascoTech and TriMas, which
was acquired January 22, 1998, were combined for the nine and three month
periods ended September 30, 1999 and 1998 and excludes the unusual pre-tax
income and charges mentioned above.
Sales for the Company's Specialty Metal Formed products increased
13 percent in the third quarter 1999 as compared to 1998, reflecting
new product launches and increased automotive production. Sales for the
Company's Tubular operations and constant velocity joints for
aftermarket applications exceeded 1998 levels, the first favorable
quarter-to-quarter comparison for these products in some time.
Excluding Tubular product sales, Specialty Metal Formed products sales
in North America increased 17 percent.
Aided by acquisitions, Specialty Fastener sales increased nine
percent in the third quarter of 1999 as compared with 1998. This
segment continues to be negatively impacted by reduced demand for
aerospace, off-highway and agricultural fasteners and reductions in
customer inventory levels. Sales of Towing System products increased
six percent in the third quarter 1999 as compared with 1998. Third
quarter 1999 sales for Specialty Packaging and Sealing Products
declined six percent as a ten percent increase in sales of closures
and dispensing systems was offset by a 30 percent decline in sales of
compressed gas cylinders principally as a result of global economic
conditions and a 14 percent decline in sales of specialty gaskets and
related products principally as a result of reduced activity in the oil
and gas industry. Sales of Specialty Industrial products were down five
percent in the third quarter 1999 from 1998 levels.
Sales for the nine months ended September 30, 1999 would have
increased slightly to $1.28 billion from $1.27 billion in 1998. Sales
for the nine months ended September 30, 1999, excluding the impact of
the disposition of the Company's aftermarket-related businesses and
including recent acquisitions, would have increased approximately five
percent. Operating profit after general corporate expense for the nine
months ended September 30, 1999 and 1998 would have been approximately
$166 million and $174 million, respectively. For the nine month period
ended September 30, 1999, sales of Specialty Metal Formed products and
Towing Systems increased seven and ten percent, respectively, as
compared with 1998. Aided by acquisitions, sales for Specialty
Fasteners increased eight percent while Specialty Packaging and Sealing
declined two percent in 1999 as compared to 1998. Sales for Specialty
Industrial products declined six percent in 1999 from 1998 levels.
9
<PAGE> 12
MASCOTECH, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Operating margins approximated 12.1 percent and 12.3 percent for
the quarters ended September 30, 1999 and 1998, respectively. Margins
continue to be negatively impacted by sales declines for certain
products including cylinder, certain fastener applications, and certain
products impacted by oil and gas prices. In addition, start up costs
related to the launch of new products, operating inefficiencies at
certain manufacturing facilities related to interruptions in electrical
service due to unseasonably warm weather conditions and a new
manufacturing facility also negatively impacted operating performance.
The Company's effective tax rate for the quarter ended September 30,
1999 was 39 percent. This estimated rate reflects a slight reduction in the
expected tax rate for 1999 as a result of a decrease in the estimate of foreign
income as a percent of the Company's total income. Foreign income is normally
taxed at rates in excess of the U. S. statutory rate.
The Board of Directors declared a dividend of $.08 per common share,
payable on November 15, 1999, to shareholders of record on October 15, 1999. The
Company purchased and retired in the nine month period ended September 30, 1999
approximately one million shares of Company Common Stock pursuant to an
outstanding Board of Directors authorization.
Although the Company incurred increased debt with the purchase of
TriMas, the Company's interest coverage ratio and debt to cash flow ratio remain
strong. The Company expects that its ratio of debt to total debt plus equity
will improve from the operating performance of its businesses and the
disposition of certain businesses and financial assets. Additional borrowings
available under the Company's revolving credit agreement and otherwise, and
anticipated internal cash flows, are expected to provide sufficient liquidity to
fund the Company's debt repayment requirements and foreseeable working capital,
capital expansion program and other investment needs.
Year 2000
The Year 2000 issue is the result of computer programs having been
written using two digits, rather than four, to define the applicable year. Any
of the Company's computers, computer programs, manufacturing and administration
equipment that have date- sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. If any of the Company's systems or
equipment that have date-sensitive software use only two digits, system failures
or miscalculations may result causing disruptions of operations, including,
among other things, a temporary inability to process transactions or send and
receive electronic data with third parties or engage in similar business
activities.
As a key supplier to the automotive industry, the Company's major
exposure for Year 2000 problems is the effect of shutting down production at one
of its automotive customer's manufacturing facilities. While lost revenues from
such an event are a concern for the Company, the greater risks are the
consequential damages for which the Company could be liable if it in fact is
found responsible for the shutdown of one of its customer's manufacturing
facilities. Such a finding could have a material adverse impact on the Company's
results of operations.
10
<PAGE> 13
MASCOTECH, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
The most likely way in which the Company would shut down production at
an automotive customer's facility is by being unable to supply parts to that
customer. The parts supplied by the Company, in most instances, are integral
components of the end products produced by customers, and the inability to
provide parts may render the customer unable to manufacture and sell its
products. Disruptions in the Company's computer systems and applications could
prevent the Company from being able to manufacture and ship its parts. Examples
include failures in the Company's manufacturing application software or computer
controlled manufacturing equipment, and lack of supply of materials from its
suppliers. The Company's parts do not contain computer devices that require
remediation to meet Year 2000 requirements. A review of the Company's status
with respect to remediating its computer systems for Year 2000 compliance is
presented below.
The Company has had in place an internal review team that is addressing
Year 2000 issues that encompass operating and administrative areas of the
Company. In addition, the Company has engaged professional consultants to assist
Company personnel to identify significant Year 2000 issues in a timely manner.
Also, executive management and the Board of Directors regularly monitor the
status of the Company's Year 2000 remediation plans. The process includes an
assessment of issues and development of remediation plans, where necessary, as
they relate to internally used software, computer hardware and the use of
computer applications in the Company's manufacturing processes.
For its information technology, the Company currently utilizes a
mid-range, non-mainframe based computing environment which is complemented by a
series of local-area networks ("LANs") that are connected via a wide-area
network ("WAN"). Substantially all operating systems related to the mid-range
systems, LANs and WAN have been updated to comply with Year 2000 requirements.
In addition, upgraded and modified versions of the Company's financial,
manufacturing, human resource, and other packaged software applications which
are Year 2000-ready have been integrated into the Company's overall system. The
Company is substantially complete with this integration.
The Company utilizes non-mainframe computers and software in its
various production processes throughout the world. In several locations, the
Company has retained outside consultants to assist in identifying potential Year
2000 issues in those processes, and evaluating the readiness of the computer
systems used in those processes. General findings have identified minimal
changes that need to be made to these systems. Problems generally relate to aged
personal computers or memory chips which have been substantially replaced.
Although there can be no assurance that the Company will identify and
correct every Year 2000 issue found in the computer applications used in its
production processes, the Company believes that it has in place a comprehensive
program to identify and correct any such issues, and has substantially completed
the remediation of its production systems.
The Company is also reviewing its building and utility systems (heat,
light, phones, etc.) for Year 2000 impact. Many of these systems are Year
2000-ready. While the Company is working diligently with all of its utility
suppliers and has no reason to expect that they will not meet their required
Year 2000 compliance targets, there can be no assurance that these suppliers
will in fact meet the Company's requirements. The failure of any such supplier
to fully remediate its systems for Year 2000 compliance could cause a disruption
of one or more of the Company's plants, which could impact the Company's ability
to meet its obligations to supply products to its customers.
11
<PAGE> 14
MASCOTECH, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONCLUDED)
The Company has also commenced a program to determine the Year 2000
compliance efforts of its equipment and material suppliers. The Company has sent
comprehensive questionnaires to all of its significant suppliers regarding their
Year 2000 compliance and is attempting to identify any problem areas with
respect to them. The Company has been working with its key suppliers including
its steel suppliers to ensure that it will receive key components without
disruption. This program will be ongoing and the Company's efforts with respect
to specific issues identified will depend in part upon its assessment of the
risk that any such issues may have a material adverse impact on its operations.
Unfortunately, the Company cannot control the conduct of its suppliers,
and therefore cannot guarantee that Year 2000 problems originating with a
supplier will not occur. The Company is developing contingency plans to mitigate
external risks that may influence its operations. In some cases, especially with
respect to its utility vendors, alternative suppliers may not be available.
As a key supplier in the auto industry, the Company takes an active
role in many industry-sponsored organizations, including the Automotive Industry
Action Group ("AIAG"). The AIAG has been proactive in working with OEMs and
suppliers to ensure that the industry as a whole addresses the Year 2000
problem. Tools to assist in achieving compliance include standardized
questionnaires, regular meetings of members, follow-up by AIAG personnel
regarding answers to questionnaires, etc. The Company continues to work with
such industry groups to ensure compliance.
The information presented above sets forth the key steps the Company is
taking to address the Year 2000 issue. The cost of Year 2000 compliance for the
Company, which is expected to approximate $11 - $15 million, including:
replacement costs of $6-$8 million which are normal and recurring; upgrades of
$2-$3 million which are normal and recurring; repair/programming costs of $2-$3
million and other costs of $1 million, will not be material to the Company's
consolidated results of operations and financial position. The majority of the
replacement and upgrade costs would have been incurred by the Company over time
as part of its regular information system improvement process.
Forward-Looking Statements
Statements in this quarterly report on Form 10-Q, which are not
historical facts are forward looking statements that involve certain risks and
uncertainty, including, but not limited to, risks associated with the
uncertainty of future financial results, conditions within the markets in which
the Company competes, labor relations of the Company and certain of its
customers and other uncertainties detailed in the Company's filings with the
Securities and Exchange Commission.
12
<PAGE> 15
PART II. OTHER INFORMATION
MASCOTECH, INC.
Items 1, 2, 3, 4 and 5 are not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
Exhibit 12 Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
Exhibit 27 Financial Data Schedule
(B) REPORTS ON FORM 8-K:
None.
13
<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MASCOTECH, INC.
(REGISTRANT)
DATE: NOVEMBER 15, 1999 BY: /s/ Timothy Wadhams
-------------------------- --------------------------------------
Timothy Wadhams
Executive Vice President,
Finance and Administration
(Principal financial officer
and authorized signatory)
14
<PAGE> 17
MASCOTECH, INC.
EXHIBIT INDEX
EXHIBIT
Exhibit 12 Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends
Exhibit 27 Financial Data Schedule
15
<PAGE> 1
EXHIBIT 12
MASCOTECH, INC.
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
9 MONTHS
ENDED FOR THE YEARS ENDED DECEMBER 31
SEP. 30 -------------------------------------------------
1999 1998 1997 1996 1995 1994
-------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSS) BEFORE INCOME
TAXES AND FIXED CHARGES:
Income (loss) from continuing
operations before income
taxes (credit),
extraordinary item
and cumulative effect of
accounting change, net..... $118,440 $144,520 $190,290 $ 77,220 $100,280 $(264,490)
Deduct equity in
undistributed earnings
of less-than-fifty-
percent owned companies.... (10,370) (8,530) (46,030) (31,650) (29,590) (23,350)
Add interest on
indebtedness, net.......... 59,270 81,280 36,650 30,350 51,500 51,290
Add amortization of debt
expense.................... 2,070 3,250 900 1,490 1,670 3,450
Estimated interest factor
for rentals................ 2,420 3,620 2,100 6,350 7,070 6,220
-------- -------- ------- -------- -------- ---------
Earnings (loss) before income
taxes and fixed charges.... $171,830 $224,140 $183,910 $ 83,760 $130,930 $(226,880)
======== ======== ======== ======== ======== =========
FIXED CHARGES:
Interest on indebtedness,
net........................ $ 59,240 $ 81,740 $ 36,770 $ 30,590 $ 51,690 $ 51,540
Amortization of debt
expense.................... 2,070 3,250 900 1,490 1,670 3,450
Estimated interest factor
for rentals................ 2,420 3,620 2,100 6,350 7,070 6,220
-------- -------- -------- -------- -------- ---------
Total fixed charges...... 63,730 88,610 39,770 38,430 60,430 61,210
-------- -------- -------- -------- -------- ---------
Preferred stock dividend
requirement (a)............ --- --- 10,300 21,570 21,970 14,630
-------- -------- -------- -------- -------- ---------
Combined fixed charges and
preferred stock dividends.. $ 63,730 $ 88,610 $ 50,070 $ 60,000 $ 82,400 $ 75,840
======== ======== ======== ======== ======== =========
RATIO OF EARNINGS TO
FIXED CHARGES................ 2.7 2.5 4.6 2.2 2.2 -- (b)
======== ======== ======== ======== ======== =========
RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS.............. 2.7 2.5 3.7 1.4 1.6 -- (c)
======== ======== ======== ======== ======== =========
</TABLE>
(a) Represents amount of income before provision for income taxes required
to meet the preferred stock dividend requirements of the Company and
its 50% owned companies.
(b) 1994 results of operations are inadequate to cover fixed charges by
$288,090.
(c) 1994 results of operations are inadequate to cover combined fixed
charges and preferred stock dividends by $302,720.
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SEPTEMBER 30, 1999 MASCOTECH, INC. 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 12,350
<SECURITIES> 0
<RECEIVABLES> 238,190
<ALLOWANCES> 0
<INVENTORY> 172,900
<CURRENT-ASSETS> 467,480
<PP&E> 1,034,040
<DEPRECIATION> (322,000)
<TOTAL-ASSETS> 2,112,150
<CURRENT-LIABILITIES> 244,160
<BONDS> 1,374,360
0
0
<COMMON> 44,580
<OTHER-SE> 248,770
<TOTAL-LIABILITY-AND-EQUITY> 2,112,150
<SALES> 1,284,470
<TOTAL-REVENUES> 1,284,470
<CGS> 955,420
<TOTAL-COSTS> 955,420
<OTHER-EXPENSES> (9,040)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 59,150
<INCOME-PRETAX> 118,440
<INCOME-TAX> 48,270
<INCOME-CONTINUING> 70,170
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 70,170
<EPS-BASIC> 1.71
<EPS-DILUTED> 1.39
</TABLE>
