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 THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 Commission File Number 0-2762 MAXCO, INC. (Exact Name of Registrant as Specified in its Charter) Michigan 38-1792842 -------- ---------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1118 Centennial Way Lansing, Michigan 48917 (Address of principal executive offices) (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 September 30, 1996 ----- --------------------------------- Common Stock 3,706,880 shares ================================================================================ 1 2 PART I FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS MAXCO, INC. AND SUBSIDIARIES September 30, March 31, 1996 1996 (Restated- Note 2) ------------------------- (in thousands) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,588 $ 768 Marketable securities--Note 4 17,891 Accounts and notes receivable, less allowance of $392,000 in 1996 ($351,000 at March 31, 1996) 14,115 7,420 Inventories--Note 3 5,409 4,529 Prepaid expenses and other 160 363 Net current assets of discontinued businesses--Note 2 1,332 26,286 ------- --------- TOTAL CURRENT ASSETS 40,495 39,366 MARKETABLE SECURITIES - LONG TERM--Note 4 20,648 15,419 PROPERTY AND EQUIPMENT Land 470 470 Buildings 6,646 6,447 Machinery, equipment, and fixtures 8,973 7,893 ------- --------- 16,089 14,810 Allowances for depreciation (6,195) (4,992) ------- --------- 9,894 9,818 OTHER ASSETS Investments 3,085 3,056 Notes and contracts receivable and other 3,707 1,072 Intangibles 1,005 1,044 Net non-current assets of discontinued businesses--Note 2 3,277 9,843 ------- --------- 11,074 15,015 ------- --------- $82,111 $79,618 ======= ========= 2 3 September 30, March 31, 1996 1996 (Restated- Note 2) ------------------------- (in thousands) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 226 $ 236 Accounts payable 8,583 5,281 Employee compensation 1,399 868 Taxes, interest, and other liabilities 17,020 278 Current maturities of long-term obligations 1,332 1,150 --------- ---------- TOTAL CURRENT LIABILITIES 28,560 7,813 LONG-TERM OBLIGATIONS, less current maturities--Note 5 7,536 26,903 DEFERRED INCOME TAXES 5,143 8,476 INTERESTS OF MINORITY HOLDERS IN DISCONTINUED BUSINESS 10,304 STOCKHOLDERS' EQUITY Preferred stock: Series Two: 12% cumulative redeemable, convertible, $50 par value; 18,000 shares issued 900 900 Series Three: 10% cumulative redeemable, $60 face value; 15,986 shares issued and outstanding (16,050 at March 31, 1996) 750 754 Common stock, $1 par value; 10,000,000 shares authorized, 3,706,880 issued shares (4,227,442 at March 31, 1996) 3,707 4,227 Additional paid-in capital 686 Net unrealized gain on marketable securities 3,006 5,294 Retained earnings 32,509 14,261 --------- ---------- 40,872 26,122 --------- ---------- $ 82,111 $ 79,618 ========= ========== See notes to consolidated financial statements 3 4 CONSOLIDATED STATEMENTS OF OPERATIONS MAXCO, INC. AND SUBSIDIARIES Three Months Ended September 30, 1996 1995 (Unaudited) (Unaudited) (Restated- Note 2) -------------- -------------- (in thousands, except per share data) Net sales $20,793 $17,727 Costs and expenses: Cost of sales and operating expenses 17,297 14,559 Selling, general and administrative 2,685 2,672 Depreciation and amortization 345 270 ---------- ---------- 20,327 17,501 ---------- ---------- OPERATING EARNINGS 466 226 Other income (expense) Gain on sale of subsidiary 35,242 Investment income 402 5 Interest expense (194) (468) ---------- ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE FEDERAL INCOME TAXES 35,916 (237) Federal income tax expense (benefit) 13,485 (92) ---------- ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS 22,431 (145) Income (loss) from discontinued businesses--Note 2 (66) 251 ---------- ---------- NET INCOME 22,365 106 Less preferred stock dividend and other (51) (51) ---------- ---------- NET INCOME APPLICABLE TO COMMON STOCK $22,314 $ 55 ========== ========== NET INCOME (LOSS) PER COMMON SHARE--Primary Continuing operations $ 5.59 $ (.05) Discontinued businesses (.02) .06 ---------- ---------- $ 5.57 $ .01 ========== ========== NET INCOME (LOSS) PER COMMON SHARE--Fully Diluted Continuing operations $ 5.29 Discontinued businesses (.02) ---------- $ 5.27 ========== Weighted average number of shares of common stock and common stock equivalents outstanding 4,004 4,384 ========== ========== See notes to consolidated financial statements 4 5 CONSOLIDATED STATEMENTS OF OPERATIONS MAXCO, INC. AND SUBSIDIARIES Six Months Ended September 30, 1996 1995 (Unaudited) (Unaudited) (Restated- Note 2) ----------------------------- (in thousands, except per share data) Net sales $39,990 $36,765 Costs and expenses: Cost of sales and operating expenses 33,367 30,212 Selling, general and administrative 5,265 5,329 Depreciation and amortization 671 521 ---------- ---------- 39,303 36,062 ---------- ---------- OPERATING EARNINGS 687 703 Other income (expense) Gain on sale of subsidiary 35,242 Investment income 406 9 Interest expense (714) (905) ---------- ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE FEDERAL INCOME TAXES 35,621 (193) Federal income tax expense (benefit) 13,388 (86) ---------- ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS 22,233 (107) Income from discontinued businesses--Note 2 464 569 ---------- ---------- NET INCOME 22,697 462 Less preferred stock dividend and other (102) (102) ---------- ---------- NET INCOME APPLICABLE TO COMMON STOCK $22,595 $ 360 ========== ========== NET INCOME (LOSS) PER COMMON SHARE--Primary Continuing operations $ 5.32 $ (.05) Discontinued businesses .11 .13 ---------- ---------- $ 5.43 $ .08 ========== ========== NET INCOME (LOSS) PER COMMON SHARE--Fully Diluted Continuing operations $ 5.05 Discontinued businesses .11 ---------- $ 5.16 ========== Weighted average number of shares of common stock and common stock equivalents outstanding 4,160 4,392 ========== ========== See notes to consolidated financial statements 5 6 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED) MAXCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS MAXCO, INC. AND SUBSIDIARIES Six Months Ended September 30, 1996 1995 (Unaudited) (Unaudited) (Restated- Note 2) ------------------------------------- (in thousands) OPERATING ACTIVITIES Net Income $ 22,697 $ 462 Income from Discontinued Businesses (464) (569) ------------ ---------------- Income (Loss) from Continuing Operations 22,233 (107) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Advance to discontinued business (152) (1,491) Gain of sale of subsidiary (35,242) Deferred taxes (2,152) Depreciation 630 478 Amortization 41 43 Changes in operating assets and liabilities: Accounts receivable (6,143) (4,164) Inventories (880) (969) Prepaid expenses and other 202 (148) Accounts payable and other current liabilities 15,864 2,398 ------------ ---------------- NET CASH USED IN OPERATING ACTIVITIES (5,599) (3,960) INVESTING ACTIVITIES Investment in long term marketable securities (26,529) Investment in real estate company (2,588) Cash received from sale of subsidiary 58,517 Purchases of property and equipment (739) (1,429) Other 13 (9) ------------ ---------------- NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES 31,262 (4,026) FINANCING ACTIVITIES Redemption of preferred stock (4) Proceeds from long-term obligations 446 8,351 Repayments on long-term obligations and notes payable (19,630) (287) Proceeds from exercise of stock options 170 10 Acquisition and retirement of common stock (5,723) (434) Dividends paid on preferred stock (102) (102) ------------ ---------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (24,843) 7,538 ------------ ---------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 820 (448) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 768 647 ------------ ---------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,588 $ 199 ============ ================ See notes to consolidated financial statements 6 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MAXCO, INC. AND SUBSIDIARIES SEPTEMBER 30, 1996 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, 1996. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. The effect of stock options and potential conversion of redeemable convertible preferred stock was antidilutive for the three and six months ended September 30, 1995. Effective April 1, 1996, the Company adopted FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are presented and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. This statement also addresses the accounting for long-lived assets that are expected to be disposed. The effect of adopting FASB Statement No. 121 was not material. NOTE 2 - DISCONTINUED BUSINESSES On July 9, 1996, Maxco completed an agreement to sell its 4,045,000 shares (67 percent interest) of FinishMaster, Inc. and for Maxco to enter into an agreement not to compete for a total consideration of $62.6 million. More than 90 percent of the total consideration was in cash, including an initial payment on the non-compete agreement, with the balance payable over the five year term of the non-compete agreement. As a result of this transaction, an after tax gain of $22.0 million was recognized in the second quarter. Effective October 31, 1996, Maxco sold the business and substantially all the assets (consisting principally of accounts receivable, inventory and fixed assets) of Maxco's wholly owned subsidiary, Wright Plastic Products, Inc., including substantially all the assets of Wright's subsidiary, Pacer Tool and Mold, Inc. to Plastic Acquisition Co. LLC, a privately held company who will continue to operate as Wright Plastic Products. The assets of approximately $10 million were purchased for cash, assumption of certain liabilities and a note. The assets were sold at approximately book value. 7 8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAXCO, INC. AND SUBSIDIARIES NOTE 2 - Discontinued Businesses - Continued As a result of the sale, the results of operations for Wright, previously representing the automotive components products portion of the manufactured product segment, have been reported separately as discontinued operations in the consolidated statements of operations. Prior year consolidated financial statements have been restated to include Wright Plastics as a discontinued unit. Selected operating results for Maxco's discontinued businesses (Wright and FinishMaster) are presented in the following table for the three and six month periods ended September 30. Three Months Ended Six Months Ended September 30, September 30, 1996 1995 1996 1995 --------- --------- --------- --------- (in thousands) (in thousands) Net sales $4,318 $31,151 $42,000 $58,623 Cost and expenses 4,417 30,280 40,942 56,779 -------- -------- -------- -------- Income before income taxes (99) 871 1,058 1,844 Income tax expense (benefit) (33) 312 365 662 -------- -------- -------- -------- Net income (66) 559 693 1,182 Minority interest in net earnings of discontinued businesses (308) (229) (613) -------- -------- -------- -------- Total income (loss) from discontinued businesses $ (66) $ 251 $ 464 $ 569 ======== ======== ======== ======== Net assets of Maxco's discontinued businesses at September 30, 1996 and March 31, 1996 were: September 30, March 31, 1996 1996 ---------------------------- (in thousands) Current assets $ 4,448 $ 45,512 Current liabilities (3,116) (19,226) ------------ ------------ Net current assets 1,332 26,286 ------------ ------------ Property and equipment 4,316 10,921 Intangible and other 1,267 21,216 Non-current liabilities (2,306) (22,294) ------------ ------------ Net non-current assets of discontinued business 3,277 9,843 ------------ ------------ Net assets $ 4,609 $ 36,129 ============ ============ 8 9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAXCO, INC. AND SUBSIDIARIES NOTE 3 - Inventories The major classes of inventories, at the dates indicated were as follows: September 30, March 31, 1996 1996 ----------- --------- (Unaudited) (Restated-Note 2) (In Thousands) Raw materials $1,110 $955 Finished goods and work in progress 1,938 1,995 Purchased products for resale 2,361 1,579 ----------- --------- $5,409 $4,529 =========== ========= NOTE 4 - 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. Application of this method resulted in an unrealized gain net of deferred tax of approximately $3.0 million and $5.3 million being reported as part of stockholders' equity at September 30, 1996 and March 31, 1996, respectively. The following is a summary of marketable securities held at September 30, 1996. Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Loss Fair Value --------- ---------- ---------- ---------- (in thousands) Medar, Inc. Common Stock $ 7,396 $ 4,549 $ $11,945 Corporate Securities 17,374 21 17,353 U.S. Government Notes 9,214 27 9,241 --------- ---------- ---------- ---------- $33,984 $ 4,576 $ 21 $38,539 ========= ========== ========== ========== At September 30, 1996, Maxco owned 1,737,405 shares of Medar's common stock (aggregate market value of $11.9 million) representing less than 20% of Medar's total common stock outstanding. Subsequent to September 30, 1996, Maxco purchased in excess of 150,000 shares of Medar stock bringing its ownership percentage to over 20%. As a result, Maxco will no longer report its Medar stock as marketable securities and will revert to recording its ownership of Medar stock on an equity basis beginning in the quarter ended December 31, 1996. 9 10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAXCO, INC. AND SUBSIDIARIES The amortized cost and estimated fair value of marketable securities at September 30, 1996, by contractual maturity is as follows: Amortized Estimated Cost Fair Value (in thousands) Available-for-Sale Medar, Inc. Common Stock $ 7,396 $11,945 Due in one year or less 17,921 17,891 Due after one year through five years 4,485 4,499 Due after five years through ten years 4,182 4,204 --------- --------- $33,984 $38,539 ========= ========= NOTE 5 - Long-Term Debt As a result of the sale of FinishMaster on July 9, 1996, Maxco's revolving line of credit was reduced to zero at that date. Maxco's revolving credit agreement allows Maxco to borrow up to $12.0 million on an unsecured basis. There was no balance outstanding under this line on September 30, 1996. 10 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAXCO, INC. AND SUBSIDIARIES SEPTEMBER 30, 1996 MATERIAL CHANGES IN FINANCIAL CONDITION Maxco's cash and cash equivalents increased $820,000 in the first six months of 1996, primarily due to the Company's investing activities. On July 9, 1996, Maxco completed an agreement to sell its 67 percent interest in FinishMaster, Inc. The agreement called for Maxco to sell its 4,045,000 shares of FinishMaster and for Maxco to enter into an agreement not to compete for a total consideration of $62.6 million. More than 90 percent of the total consideration was in cash, including an initial payment on the non-compete agreement, with the balance payable over the five year term of the non-compete agreement. As a result of this transaction, an after tax gain of $22.0 million was reported during the second quarter. $21.3 million of the proceeds were used to retire Maxco's revolving line of credit on that date. The credit agreement was subsequently amended to allow Maxco to borrow up to $12.0 million on an unsecured basis. Remaining net proceeds from the sale were invested in marketable securities. Financing activities other than the repayment of debt was the acquisition and retirement of approximately 608,000 shares of Maxco's common stock for $5.7 million. Net cash used in operating activities was $5.6 million because of the seasonal increase in accounts receivable and inventory offset by taxes due on the FinishMaster sale. Effective October 31, 1996, Maxco sold the business and substantially all the assets of Wright Plastic Products, Inc. The assets of approximately $10 million were purchased for cash, the assumption of certain liabilities, and a note. The Company believes that its current financial resources, together with cash generated from operations, cash received from the sale of its discontinued businesses, and its available resources under its unsecured line of credit will be adequate to meet its cash requirements for the next year. 11 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAXCO, INC. AND SUBSIDIARIES (CONTINUED) MATERIAL CHANGES IN RESULTS OF OPERATIONS Three Months Ended September 30, 1996 Compared to 1995 Net sales from continuing operations increased to $20.8 million compared to $17.7 million in last year's second quarter. Second quarter results reflect earnings from continuing operations of approximately $22.4 million compared to a loss of $145,000 for the comparable period in 1995. Net income was $22.4 million or $5.27 per share on a fully diluted basis compared to last year's $106,000 or $.01 per share. The sales growth for the three months ended September 30, 1996, was primarily attributable to the construction supplies group (Ersco and Wisconsin Wire). Sales increased $2.2 million at Maxco's construction supplies businesses as a result of increased market share. The most significant impact on earnings during the quarter was the recognition of a $22.0 million after tax gain on the sale of Maxco's 4,045,000 shares (67 percent interest) of FinishMaster common stock which Maxco sold on July 9, 1996. Earnings from operations improved from the prior year due to higher operating earnings at Pak-Sak, primarily as a result of an $800,000 increase in sales caused by increased market penetration and an improvement in gross margin percentage at this unit. Operating earnings at the construction supplies group were comparable with 1995 despite their $2.2 million increase in sales. Gross margin percentage at this unit was reduced as a result of a highly competitive market for the resteel portion of their business. Another significant impact to the improvement in net income was the generation of interest income during the current quarter as a result of the investment of the cash proceeds for the sale of Maxco's interest in FinishMaster. Interest expense was reduced also as a portion of the proceeds were used to retire $21.3 million in debt under its revolving line of credit agreement. Six Months Ended September 30, 1996 Compared to 1995 Net sales from continuing operations increased to $40.0 million compared to $36.8 million in last year's six month period. Six month results reflect earnings from continuing operations of $22.2 million compared to a loss of $107,000 for the comparable period in 1995. Net income was $22.7 million or $5.16 on a fully diluted basis per share compared to last year's $462,000 or $.08 per share. The primary contribution to the increase in volume for the six months was the construction supplies group. Sales increased $2.7 million at Maxco's construction supplies businesses as a result of increased market share. Sales also improved at Pak-Sak due to improved market share during this period. 12 13 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAXCO, INC. AND SUBSIDIARIES (CONTINUED) The most significant impact on income from continuing operations for this six month period was the recognition of a $22.0 million after tax gain on the sale of Maxco's 4,045,000 shares (67 percent interest) of FinishMaster stock which occurred on July 9, 1996. Earnings from operations decreased slightly from the comparable period of the prior year, despite the increased volumes experienced by the Company during the first six months. An increase in operating earnings at Pak-Sak, due primarily to its sales volume increase, was offset by a reduction in operating earnings at Akemi. Akemi experienced a $250,000 greater operating loss in 1996, compared to the first six months of 1995. This was due to a reduction in sales volume, coupled with a lower gross margin percentage than the prior year. In addition, operating earnings at the construction supplies group increased modestly despite the sales volume increase for this unit. Operating earnings at this unit were affected due to gross margin percentage at this unit being reduced due to a highly competitive market for the resteel portion of their business. Generation of interest income coupled with reduction in interest expense during this period contributed to the improvement in earnings for the respective period. 13 14 PART II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of shareholders was held on August 27, 1996. The matters voted upon were the election of directors and other business which may come before the meeting (of which there was none). The results of the votes were as follows: For Withheld --------- --------- Max A. Coon 4,108,455 18,290 Eric L. Cross 4,093,403 33,342 Charles J. Drake 4,113,903 12,842 Joel I. Ferguson 4,091,903 34,842 Richard G. Johns 4,113,903 12,842 Vincent Shunsky 4,113,888 12,857 J. Michael Warren 4,113,903 12,842 James F. White 4,095,703 31,042 Andrew S. Zynda 4,095,988 30,757 Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K 3 Restated Articles of Incorporation and By-laws are hereby incorporated by reference from Form S-4 dated November 4, 1991 (File No. 33-43855). 4.1 Resolution establishing Series Two Preferred Shares is 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). 14 15 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. 10.3 Amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated as of October 31, 1994 is hereby incorporated by reference from registrant's Form 10-K dated June 13, 1995. 10.4 First amendment to the amended and restated loan agreement between Comerica Bank and Maxco, Inc., dated as of May 9, 1995 is hereby incorporated by reference from registrants Form 10-K dated June 13, 1995. 10.5 Second amendment to the amended and restated loan agreement between Comerica Bank and Maxco, Inc., dated as of September 8, 1995, is hereby incorporated by reference from registrants Form 10-Q dated November 10, 1995. 10.6 Third amendment to the amended and restated loan agreement between Comerica Bank and Maxco, Inc., dated as of May 15, 1996, is hereby incorporated by reference from registrants Form 10-K dated June 18, 1996. 10.7 Fourth amendment to amended and restated loan agreement dated as of July 9, 1996 is hereby incorporated by reference from registrants Form 10-Q dated August 9, 1996. 10.8 Stock Purchase Agreement (sale of FinishMaster, Inc.) effective July 9, 1996, is hereby incorporated by reference from registrants Form 10-K dated June 18, 1996. 10.9* Asset purchase agreement - Wright Plastic Products, Inc. 10.10* Amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated September 30, 1996. 11* Statement Re: Computation of Per Share Earnings 27* Financial Data Schedule A report on Form 8-K was filed, dated July 9, 1996, disclosing that Maxco had completed an agreement to sell its 67 percent interest in FinishMaster, Inc. *Filed herewith 15 16 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 November 14, 1996 \S\ VINCENT SHUNSKY ----------------- --------------------------------------- Vincent Shunsky, Vice President-Finance and Treasurer (Principal Financial and Accounting Officer) 16 17 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.9 Asset Purchase Agreement 10.10 Amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated September 30, 1996. 11 Computation of per share earnings 27 Financial Data Schedule