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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTER ENDED DECEMBER 31, 1999
Commission File Number 0-2762
MAXCO, INC.
(Exact Name of Registrant as Specified in its Charter)
Michigan
(State or other Jurisdiction of
Incorporation or Organization)38-1792842
(I.R.S. Employer
Identification Number)
1118 Centennial Way
Lansing, Michigan
(Address of principal executive offices)48917
(Zip Code)Registrant’s Telephone Number, including area code: (517) 321-3130
Indicate by check mark whether the registrant (1) has filed all annual, quarterly and other reports required to be filed by Section 12 or 15 (d) of the Securities Exchange Act of 1934 during the preceding twelve months and (2) has been subject to the filing requirements for at least the past 90 days.
Yes X No Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at January 31, 2000 Common Stock 3,151,195 shares
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PART I
FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
MAXCO, INC. AND SUBSIDIARIES
December 31, 1999 March 31, (Unaudited) 1999 (in thousands) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,153 $ 1,122 Accounts and notes receivable, less allowance of $419,000 ($558,000 at March 31, 1999) 24,133 19,814 Inventories 8,323 5,010 Prepaid expenses and other 1,071 608 TOTAL CURRENT ASSETS 34,680 26,554 MARKETABLE SECURITIES — LONG TERM 8,545 2,501 PROPERTY AND EQUIPMENT Land 732 732 Buildings 12,367 11,152 Machinery, equipment, and fixtures 39,119 30,814 52,218 42,698 Allowances for depreciation (13,931 ) (10,799 ) 38,287 31,899 OTHER ASSETS Investments 14,444 16,144 Notes and contracts receivable and other 4,435 3,996 Intangibles 4,310 4,336 23,189 24,476 $ 104,701 $ 85,430 2
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December 31, 1999 March 31, (Unaudited) 1999 (in thousands) LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Notes payable $ 226 $ 226 Accounts payable 10,292 10,489 Employee compensation 2,595 2,192 Taxes, interest, and other liabilities 2,173 1,726 Current maturities of long-term obligations 4,010 2,063 TOTAL CURRENT LIABILITIES 19,296 16,696 LONG-TERM OBLIGATIONS, less current maturities 44,036 32,856 DEFERRED INCOME TAXES 3,361 1,734 STOCKHOLDERS’ EQUITY Preferred stock: Series Three: 10% cumulative redeemable, $60 face value; 14,799 shares issued and outstanding (14,876 at March 31, 1999) 679 683 Series Four: 10% cumulative redeemable, $51.50 face value; 46,414 shares issued and outstanding 2,390 2,390 Series Five: 10% cumulative redeemable, $120 face value; 6,648 shares issued and outstanding 798 798 Series Six: 10% cumulative callable, $160 face value; 20,000 shares authorized, issued — none Common stock, $1 par value; 10,000,000 shares authorized, 3,151,195 issued shares (3,219,995 at March 31, 1999) 3,151 3,220 Net unrealized gain on marketable securities 1,962 9 Retained earnings 29,028 27,044 38,008 34,144 $ 104,701 $ 85,430 See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF OPERATIONS (CONDENSED)
Maxco, Inc. and Subsidiaries
Three Months Ended December 31, 1999 1998 (Unaudited) (Unaudited) (in thousands, except per share data) Net sales $ 33,963 $ 29,697 Costs and expenses: Cost of sales and operating expenses 25,754 22,763 Selling, general and administrative 6,697 5,234 Depreciation and amortization 1,249 860 33,700 28,857 Operating Earnings 263 840 Other income (expense)
Investment and interest income144 196 Interest expense (939 ) (698 ) Income (Loss) Before Federal Income Taxes and Equity in Earnings of Affiliates (532 ) 338 Federal income tax expense (benefit) (149 ) 129 Income (Loss) Before Equity in Earnings of Affiliates (383 ) 209 Equity in earnings (losses) of affiliates, net of tax (110 ) (80 ) Net Income (Loss) (493 ) 129 Less preferred stock dividends (102 ) (102 ) NET INCOME (LOSS) APPLICABLE TO COMMON STOCK (595 ) 27 Net Income (Loss) Per Common Share — Basic $ (.19 ) $ .01 Net Income (Loss) Per Common Share — Assuming Dilution $ (.19 ) $ .01 See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF OPERATIONS (Condensed)
Maxco, Inc. and Subsidiaries
Nine Months Ended December 31, 1999 1998 (Unaudited) (Unaudited) (in thousands, except per share data) Net sales $ 125,166 $ 100,946 Costs and expenses: Cost of sales and operating expenses 95,799 79,117 Selling, general and administrative 20,156 15,337 Depreciation and amortization 3,617 2,285 119,572 96,739 Operating Earnings 5,594 4,207 Other income (expense)
Investment and interest income433 668 Interest expense (2,522 ) (1,929 ) Income Before Federal Income Taxes and Equity in Earnings of Affiliates 3,505 2,946 Federal income tax expense 1,258 1,042 Income Before Equity in Earnings of Affiliates 2,247 1,904 Equity in earnings (losses) of affiliates, net of tax 445 (38 ) Net Income 2,692 1,866 Less preferred stock dividends (306 ) (306 ) Net Income Applicable to Common Stock 2,386 1,560 Net Income Per Common Share — Basic $ .75 $ .48 Net Income Per Common Share — Assuming Dilution $ .75 $ .47 See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
Maxco, Inc. and Subsidiaries
Nine Months Ended December 31, 1999 1998 (Unaudited) (Unaudited) (in thousands) Operating Activities Net Income $ 2,692 $ 1,866 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and other non-cash items 3,580 2,303 Changes in operating assets and liabilities (4,071 ) (2,713 ) Net Cash Provided By Operating Activities 2,201 1,456 Investing Activities Purchase of businesses (4,587 ) (2,700 ) Payment received on note receivable 750 Redemption of (investment in) marketable securities (28 ) 5,650 Investment in affiliates (833 ) (3,881 ) Advances to affiliates (780 ) Purchases of property and equipment (9,140 ) (6,971 ) Sale of Investment 2,160 Other 102 152 Net Cash Used In Investing Activities (14,516 ) (5,590 ) Financing Activities Proceeds from long-term obligations 15,386 5,645 Proceeds from restricted cash for acquisitions of equipment 1,088 Repayments on long-term obligations and notes payable (2,258 ) (1,298 ) Changes in capital stock (476 ) (839 ) Dividends paid on preferred stock (306 ) (306 ) Net Cash Provided by Financing Activities 12,346 4,290 Increase in Cash and Cash Equivalents 31 156 Cash and Cash Equivalents at Beginning of Period 1,122 1,040 Cash and Cash Equivalents at End of Period $ 1,153 $ 1,196 See notes to consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAXCO, INC. AND SUBSIDIARIES
DECEMBER 31, 1999
(Unaudited)NOTE 1 — Basis of Presentation and Significant Accounting Policies
The accompanying unaudited, condensed, consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes 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 of the results of the interim periods covered have been included. For further information, refer to the consolidated financial statements and notes thereto included in Maxco’s annual report on Form 10-K for the year ended March 31, 1999.
The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. Certain other amounts in the consolidated financial statements have been reclassified to conform to the current presentation.
NOTE 2 — Inventories
The major classes of inventories, at the dates indicated were as follows:
December 31, March 31, 1999 1999 (unaudited) (in thousands) Raw materials $ 528 $ 732 Finished goods and work in progress 1,272 1,283 Purchased products for resale 6,523 2,995 $ 8,323 $ 5,010 NOTE 3 — Marketable Securities
The Company classifies its marketable securities as securities available for sale under FASB 115, Accounting for Certain Investments in Debt and Equity Securities. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. Beginning in November 1999, Maxco accounted for its investment in Provant Inc. common stock as securities available for sale, as these shares are no longer restricted stock as defined by FASB 115. At December 31,1999 the unrealized gain on this stock and other securities available for sale was approximately $1,962,000 net of deferred tax.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Maxco, Inc. and SubsidiariesNOTE 4 — Investment in Integral Vision, Inc.
On June 30, 1999, Integral Vision, Inc. (formerly Medar, Inc.), Maxco’s 25% owned affiliated company sold its welding division for cash and debt. Maxco recognized its proportionate share of the gain on this transaction as part of equity in earnings of affiliates. Also, as a result of this transaction, Maxco received payment on June 30, 1999 of the full balance due on subordinated debentures of $750,000.
NOTE 5 — Long Term Debt
At December 31, 1999 Maxco had available $6.3 million on its lines of credit which provide for up to $33.0 million for acquisitions and general corporate purposes.
NOTE 6 — Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Nine Months Ended December 31, December 31, 1999 1998 1999 1998 (in thousands, except per share data) NUMERATOR: Net income (loss) $ (493 ) $ 129 $ 2,692 $ 1,866 Preferred stock dividends (102 ) (102 ) (306 ) (306 ) Numerator for basic earnings per share—income (loss) available to common stockholders (595 ) 27 2,386 1,560 Effect of dilutive securities: Numerator for diluted earnings per share—income (loss) available to common stockholders after assumed conversions (595 ) 27 2,386 1,560 DENOMINATOR: Denominator for basic earnings per share—weighted-average shares 3,151 3,226 3,170 3,265 Effect of dilutive securities: Employee stock options 36 45 Dilutive potential common shares 36 45 Denominator for diluted earnings per share—adjusted weighted-average shares and assumed conversions 3,151 3,262 3,170 3,310 BASIC EARNINGS (LOSS) PER SHARE $ (.19 ) $ .01 $ .75 $ .48 DILUTED EARNINGS (LOSS) PER SHARE $ (.19 ) $ .01 $ .75 $ .47 8
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAXCO, INC. AND SUBSIDIARIES
NOTE 7 — Comprehensive Income
The components of comprehensive income for the three and nine months ended December 31, 1999 and 1998 are as follows:
Three Months Ended Nine Months Ended December 31, December 31, 1999 1998 1999 1998 (in thousands) Net earnings (loss) $ (493 ) $ 129 $ 2,692 $ 1,866 Unrealized gains (losses) on marketable securities 2,001 (21 ) 1,953 (13 ) $ 1,508 $ 108 $ 4,645 $ 1,853 The components of accumulated comprehensive income, net of related tax at December 31, 1999 and March 31, 1999 are as follows:
December 31, March 31, 1999 1999 (in thousands) Unrealized gains on marketable securities $ 1,962 $ 9 NOTE 8 — INDUSTRY SEGMENT INFORMATION
The following summarizes Maxco’s industry segment information:
December 31, March 31, 1999 1999 (in thousands) Identifiable assets: Distribution — construction supplies $ 33,132 $ 21,275 Heat treating 28,816 26,211 Packaging products 6,579 7,402 Corporate and other 21,729 14,398 Investments and advances 14,445 16,144 Total Identifiable Assets $ 104,701 $ 85,430 9
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAXCO, INC. AND SUBSIDIARIESNOTE 8 — INDUSTRY SEGMENT INFORMATION — Continued
Three Months Ended Nine Months Ended December 31, December 31, 1999 1998 1999 1998 (in thousands) Net sales: Distribution — construction supplies $ 20,524 $ 16,744 $ 83,177 $ 62,508 Heat treating 9,793 9,087 29,579 25,746 Packaging products 3,562 3,782 12,161 12,443 Corporate and other 84 84 249 249 Total Net Sales $ 33,963 $ 29,697 $ 125,166 $ 100,946 Operating earnings (loss): Distribution — construction supplies $ 86 $ 467 $ 4,565 $ 3,938 Heat treating 1,321 1,035 3,700 2,334 Packaging products (514 ) (302 ) (562 ) (561 ) Corporate and other (630 ) (360 ) (2,109 ) (1,504 ) Total Operating Earnings $ 263 $ 840 $ 5,594 $ 4,207 Depreciation and amortization expense: Distribution — construction supplies $ 489 $ 277 $ 1,360 $ 598 Heat treating 481 359 1,444 1,012 Packaging products 192 163 546 506 Corporate and other 87 61 267 169 Total Depreciation and Amortization Expense $ 1,249 $ 860 $ 3,617 $ 2,285 Capital expenditures: Distribution — construction supplies $ 1,413 $ 376 $ 4,163 $ 1,651 Heat treating 1,637 1,611 4,332 4,629 Packaging products 119 216 617 656 Corporate and other 19 4 28 35 Total Capital Expenditures $ 3,188 $ 2,207 $ 9,140 $ 6,971 Accounting policies of the business segments are consistent with those described in the summary of significant accounting policies (see Note 1).
Identifiable assets are those assets that are used in Maxco’s operations in each industry segment. Corporate assets are principally cash, notes receivable, investments, and corporate office properties.
Maxco has no significant foreign operations, export sales, or inter-segment sales.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MAXCO, INC. AND SUBSIDIARIES
DECEMBER 31, 1999MATERIAL CHANGES IN FINANCIAL CONDITION
Operating activities generated $2.2 million in cash for the nine months. Individual working capital component levels increased over the March 31, 1999 level, primarily due to the higher sales levels by the Company’s construction supplies unit (Ersco) as well as the addition of working capital components of acquired businesses added to this unit.
Investing activities included the purchases by Ersco of businesses in the St. Louis market area. Cash was also used in investing activities during the nine months at Ersco to purchase forms used for rental to its customers and additional equipment for Maxco’s heat-treating unit (Atmosphere Annealing).
During the quarter ended June 30, 1999, Integral Vision, Inc. (formerly Medar, Inc.), Maxco’s 25% owned affiliated company, sold its welding division for cash and debt. Consequently, payment was received of the full balance due of $750,000 on subordinated debentures held by Maxco.
Net proceeds from additional long-term debt were used primarily to fund the acquisition of Ersco’s St. Louis branch and the purchase of equipment at Ersco and Atmosphere Annealing.
At December 31, 1999 Maxco had available $6.3 million on its lines of credit which provide for up to $33.0 million for acquisitions and general corporate purposes.
Beginning in November 1999 Maxco accounted for its investment in Provant Inc. common stock as securities available for sale as these shares are no longer restricted stock as defined by FASB 115. Consequently, the securities are carried at fair value with the unrealized gains and losses net of tax, reported as a separate component of stockholders’ equity. At December 31,1999 the unrealized gain on this stock was approximately $2.0 million net of tax.
The Company believes that its current financial resources, together with cash generated from operations and its available resources under its lines of credit, will be adequate to meet its cash requirements for the next twelve months.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended December 31, 1999 Compared to 1998
Net sales increased to $34.0 million compared to $29.7 million in last year’s third quarter. Third quarter results reflect operating earnings of $263,000 compared to $840,000 for the comparable period in 1998. Net loss was $493,000 or $.19 per share assuming dilution compared to last year’s net income of $129,000 or $.01 per share assuming dilution.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
MAXCO, INC. AND SUBSIDIARIESHigher sales in the current period occurred at Maxco’s construction supplies unit (Ersco) over the comparable 1998 period primarily as a result of sales generated by branches added since the third quarter of last year in the St. Louis and Columbus metropolitan areas. Sales at Atmosphere Annealing and Pak-Sak were relatively comparable with the prior year comparable period.
Consolidated gross profit (net sales less cost of sales and operating expenses) increased to $8.2 million or approximately 24% of sales from $6.9 million or 23% of sales. The construction supplies unit generated additional gross profit in the current period over last year due to its increased sales level. Gross margin at this unit was higher in the current quarter due primarily to the increase in sales of higher margin products such as rentals and associated accessories. A higher proportion of these sales were from inventory which generally have a higher margin as compared to sales made on a direct shipment basis. The higher proportion of sales from inventory were attributable in part to the recently acquired St. Louis branches of Ersco. Improvements in gross margin also occurred at Maxco’s heat-treating unit as efficiency improvements resulting from the completion of certain major capital projects were realized.
Selling, general, and administrative expenses increased to $6.7 million from $5.2 million. The increase is primarily attributable to the construction supplies segment due to additional operating costs associated with new locations, increases in staffing levels, and other expenses incurred to support the planned growth of this unit.
The increase in depreciation expense in 1999 was attributable to depreciation by Ersco on purchases of rental forms and shoring equipment and depreciation of assets from its acquired businesses, as well as depreciation by Atmosphere Annealing on new equipment, including a new coating line, additional furnaces, and facility improvements made late in the prior year. The increase in amortization expense was attributable to the goodwill recorded as a result of acquisitions by Ersco since the third quarter of last year.
As a result of the above, operating earnings decreased to approximately $263,000 from $840,000 in last year’s comparable period.
Net interest expense increased in 1999 from the prior year quarter due to additional long-term borrowings and reduction in marketable securities, the proceeds of which were used primarily for additional purchases of property and equipment and the purchase of businesses.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Maxco, Inc. and SubsidiariesNine Months Ended December 31, 1999 Compared to 1998
Net sales increased to $125.2 million compared to $100.9 million in last year’s comparable nine-month period. Results for this period include operating earnings of $5.6 million compared to $4.2 million for the comparable period in 1998. Net income was $2.7 million or $.75 per share assuming dilution compared to last year’s $1.9 million or $.47 per share assuming dilution.
Higher sales in the current nine-month period occurred at Maxco’s construction supplies unit (Ersco) over the comparable 1998 period primarily as a result of a 8.1% increase in same branch sales, and sales of approximately $15.6 million generated by branches added since the third quarter of last year in the St. Louis, Columbus, and Louisville metropolitan areas. A strong general construction market resulting from an overall stable and growing general economy, increased availability of federal highway repair dollars, as well as an increase in form rental revenues were primary reasons for the increase in same branch sales for the nine months. Sales at Atmosphere Annealing increased in the current nine-month period over the comparable nine-month period last year in part because last year’s sales levels were depressed due to a labor strike at one of its automotive customers. Additionally, sales of coating and other services increased due to greater processing capabilities of equipment and facilities recently placed in service.
Consolidated gross profit (net sales less cost of sales and operating expenses) increased to $29.4 million or approximately 23% of sales from $21.8 million or 22% of sales. The construction supplies unit generated additional gross profit in the current period over last year due to its increased sales level. Gross margin at this unit was higher for the current nine-month period due to increased levels of rental revenues, sales of higher margin products, as well as a higher proportion of sales from inventory. Inventory sales generally have higher margins as compared to sales on a direct shipment basis. The higher proportion of products sold from inventory was primarily attributable to Ersco’s acquisition of its St. Louis branch where sales are primarily made on this basis. Improvements in gross margin also occurred at Maxco’s heat-treating unit as efficiency improvements resulting from the completion of certain major capital projects were realized.
Selling, general, and administrative expenses increased to $20.2 million from $15.3 million. The increase was in large part attributable to the construction supplies segment where selling expenses were higher due to increased sales. Also, additional operating costs associated with its new locations and their related selling activities were incurred since the third quarter of last year. Additionally, staffing levels were increased at Atmosphere Annealing and Ersco to support their planned growth. At December 31,1999 Maxco’s total number of employees was 795 compared to 670 at December 31, 1998.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
MAXCO, INC. AND SUBSIDIARIESThe increase in depreciation expense in 1999 was attributable to depreciation by Ersco on purchases of rental forms and shoring equipment as well as assets of its acquired businesses. Additionally, depreciation by Atmosphere Annealing also increased as a result of new equipment including a new coating line, additional furnaces, and facility improvements placed in service late in the prior year. The increase in amortization expense was attributable to the goodwill recorded as a result of acquisitions by Ersco since the third quarter of last year.
As a result of the above, operating earnings increased to approximately $5.6 million from $4.2 million in last year’s comparable period.
Net interest expense increased from the prior year due to additional long-term borrowings and reduction in marketable securities, the proceeds of which were used primarily for additional purchases of property and equipment and the purchase of businesses.
NEW FINANCIAL ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board issued Statement No. 137, Accounting for Derivative Instruments and Hedging Activities. Statement 137 is effective for fiscal years beginning after June 15, 2000. The Company expects to adopt the new statement effective April 1, 2001. The statement requires the Company to recognize all derivatives on the balance sheet at fair value. The Company has not evaluated the potential effect the adoption of this statement will have on its results of operations or financial condition.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s variable interest expense is sensitive to changes in the general level of United States interest rates. Some of the Company’s interest expense is fixed through long-term borrowings to mitigate the impact of such potential exposure. Additionally, the Company entered into an interest rate swap agreement based on a notional amount of $5.0 million to manage its exposure to interest rate changes. The swap involves the exchange of fixed and variable interest payments without changing the notional principal amount. The Company had total outstanding variable rate long-term borrowings of $43.2 million at December 31, 1999. A 1% increase from the prevailing interest rates at December 31, 1999 on the unhedged variable rate portion of the Company’s long-term borrowings would increase interest expense by $386,000 based on principal balances at December 31, 1999.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings None Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6(a) Exhibits 3 Restated Articles of Incorporation are hereby incorporated from Form 10-Q dated February 13, 1998. 3.1 By-laws are hereby incorporated by reference from Form S-4 dated November 4, 1991 (File No. 33-43855). 4.2 Resolution establishing Series Three Preferred Shares is hereby incorporated by reference from Form S-4 dated November 4, 1991 (File No. 33-43855). 4.3 Resolution authorizing the redemption of Series Two Preferred Stock and establishing Series Four Preferred Stock and the terms of the subordinated notes is hereby incorporated by reference from Form 10-Q dated February 14, 1997. 4.4 Resolution establishing Series Five Preferred Shares is hereby incorporated by reference from Form 10-K dated June 5, 1997. 4.5 Resolution establishing Series Six Preferred Shares is hereby incorporated by reference from Form 10-K dated June 23, 1999. 15
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PART II
OTHER INFORMATION (CONTINUED)
10.1 Incentive stock option plan adopted August 15, 1983, including the amendment (approved by shareholders August 25, 1987) to increase the authorized shares on which options may be granted by two hundred fifty thousand (250,000), up to five hundred thousand (500,000) shares of the common stock of the company is hereby incorporated by reference from the registrant’s annual report on Form 10-K for the fiscal year ended March 31, 1988. 10.9 Asset purchase agreement — Wright Plastic Products, Inc. is hereby incorporated by reference from registrants Form 10-Q dated November 14, 1996. 10.10 Amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated September 30, 1996 is hereby incorporated by reference from Form 10-Q dated November 14, 1996. 10.11 Asset purchase agreement for the purchase of Atmosphere Annealing, Inc. is hereby incorporated by reference from Form 8-K dated January 17, 1997. 10.12 Asset purchase agreement — Axson North America, Inc. is hereby incorporated by reference from Form 10-Q dated February 14, 1997. 10.13 Loan agreement between Michigan Strategic Fund and Atmosphere Annealing, Inc. is hereby incorporated by reference from Form 10-Q dated February 13, 1998. 10.14 Loan agreement between LAM Funding, L.L.C. and borrower including Guaranty-Maxco, Inc. is hereby incorporated by reference from Form 10-Q dated February 13, 1998. 10.15 First Amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated August 1, 1997, is hereby incorporated by reference from Form 10-K dated June 24, 1998. 10.16 Second amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated June 24, 1998 is hereby incorporated by reference from Form 10-K dated June 24, 1998. 10.17 Third amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated September 24, 1998, is hereby incorporated by reference from Form 10-Q dated November 12, 1998. 16
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PART II
OTHER INFORMATION (Continued)
10.18 Maxco, Inc. 1998 Employee Stock Option Plan is hereby incorporated by reference from Form 10-Q dated November 12, 1998. 10.19 Fourth amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated June 22, 1999, is hereby incorporated by reference from Form 10-K dated June 23, 1999. 10.20 Fifth amendment to amended and restated loan agreement between Comerica bank and Maxco, Inc. dated September 1, 1999, is hereby incorporated by reference from Form 10-Q dated November 12, 1999. 27* Financial Data Schedule Item 6(b) Reports on Form 8-K
None
| * | Filed herewith |
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SIGNATURES
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.
| MAXCO, INC. | ||||
| Date: | February 11, 1999 | /S/ VINCENT SHUNSKY | ||
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| Vincent Shunsky, Vice President-Finance
and Treasurer (Principal Financial and Accounting Officer) |
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EXHIBIT INDEX
| Exhibit No. | Description | |||
| EX-27 | Financial Data Schedule | |||
