1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1997 [ ] TRANSITION REPORT PURSUANT OR SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________to ______________ Commission File No. 0-7770 MCCLAIN INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Michigan 38-1867649 State of Incorporation I.R.S. Employer I.D. No. 6200 Elmridge Road Sterling Heights, Michigan 48310 (810) 264-3611 (Address of principal executive offices and telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of February 5, 1998. Common Stock, No Par Value 4,762,952 - -------------------------- ---------------- Class Number of Shares 1 of 11 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements MCCLAIN INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS DECEMBER 31, SEPTEMBER 30, 1997 1997 (unaudited) ------------- ------------- ASSETS CURRENT ASSETS Cash and Cash Equivalents $1,940,703 $2,402,421 Accounts Receivable (Net) 15,706,350 16,589,263 Inventories 31,281,949 31,011,766 Net Investment in Sales Type Leases - Current Portion 2,775,000 2,900,000 Prepaid Expenses 301,095 362,029 Refundable Federal & State 384,867 837,638 ------------ ------------ Total Current Assets 52,389,964 54,103,117 ------------ ------------ Property and Equipment 41,789,816 41,470,473 Accumulated Depreciation (16,966,389) (16,229,849) ------------ ------------ Net Property and Equipment 24,823,427 25,240,624 ------------ ------------ Net Investment in Sales Type Leases - Less Current Portion 5,387,442 5,348,773 ------------ ------------ Other Assets 2,294,986 2,493,053 ------------ ------------ Total Assets $84,895,819 $87,185,567 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current Portion of Long-Term Debt $ 2,800,000 $2,800,000 Accounts Payable 13,565,299 14,132,646 Accrued Liabilities 3,483,803 3,650,468 ------------ ------------ Total Current Liabilities 19,849,102 20,583,114 ------------ ------------ Deferred Income Taxes 2,100,000 2,100,000 ------------ ------------ Long Term Debt - Less Current Portion 36,347,508 38,513,490 ------------ ------------ Other Liabilities 2,403,212 2,151,872 ------------ ------------ Stockholders' Equity 24,195,997 23,837,091 ------------ ------------ Total Liabilities and Stockholders' equity $84,895,819 $87,185,567 ============ ============ See notes to condensed consolidated financial statements. 2 of 11 3 MCCLAIN INDUSTRIES, INC. CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS UNAUDITED Three Months Ended December 31, 1997 1996 ------------------------------- Net Sales $ 23,625,324 $ 20,312,230 Cost of Sales 19,252,930 16,506,633 ------------ ------------ Gross Profit 4,372,394 3,805,597 Selling General and Administrative Expenses 3,278,925 3,170,269 ------------ ------------ Operating Income 1,093,469 635,328 ------------ ------------ Other Income (Expense) Interest Expense (831,574) (724,161) Interest Income 308,819 251,164 Other Income (Expense) (59,177) (106,263) ------------ ------------ Total Other Income (Expense) (581,932) (579,260) Income Before Income Taxes 511,537 56,068 Income Taxes 174,000 19,000 ------------ ------------ Net Income $ 337,537 $ 37,068 ============ ============ Net income per common and common equivalent shares $ .07 $ .01 ============ ============ Weighted average number of common and common equivalent shares outstanding 4,762,953 4,753,836 ============ ============ See notes to condensed consolidated financial statements. 3 of 11 4 MCCLAIN INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED THREE MONTHS ENDED DECEMBER 31, 1 9 9 7 1 9 9 6 -------- --------- Net income $ 337,537 $ 37,068 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 857,339 843,596 Changes in assets and liabilities which provided (used) cash Current assets excluding cash & equivalents 798,664 912,159 Other assets 46,287 (2,438,750) Accounts payable (567,347) 2,037,087 Accrued expenses (166,665) (445,530) Federal income taxes 452,771 37,293 Other liabilities 251,340 35,224 --------- --------- NET CASH (USED IN)PROVIDED BY FINANCING ACTIVITIES 2,009,926 1,018,147 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (327,031) (1,244,856) --------- --------- NET CASH USED IN INVESTING ACTIVITIES (327,031) (1,244,856) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal additions of long term debt 0 953,954 Principal reductions of long term debt (2,165,982) (545,000) Sale of common stock 61,369 0 Redemption of common stock (40,000) 0 ---------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES (2,144,613) 408,954 ---------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (461,718) 182,245 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,402,421 1,065,039 ---------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $1,940,703 $1,100,007 ========== ========== See notes to condensed consolidated financial statements. 4 of 11 5 MCCLAIN INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1997 1. Basis of Presentation The accompanying unaudited Consolidated Financial Statements of McClain Industries, Inc. and subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, such statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three month period ended December 31, 1997, are not necessarily indicative of the results that may be expected for any other period of for the year ending September 30, 1998. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 1997. Certain amounts reported in 1996 have been reclassified to conform to the 1997 presentation. 2. Inventories Inventories at December 31, 1997 and September 30, 1997 are summarized as follows: (Unaudited) December 31, 1997 September 30, 1997 ----------------- ------------------ Material and Supplies $17,481,949 $17,221,766 Work in Process 6,600,000 6,664,000 Finished Goods 7,200,000 7,126,000 ----------- ----------- $31,281,949 $31,011,766 =========== =========== 3. Earnings per Common Share and Common Equivalent Share: Earnings per common share and common equivalent share were calculated using the weighted average number of common shares and common stock equivalents outstanding during the year. The weighted average number of common shares actually outstanding was increased by the number of shares issuable on the exercise of the dilutive stock options when the market price of the common shares exceeds the option price granted. This increase in the number of common shares was reduced by the number of common shares that are assumed to have been purchased with the proceeds from the exercise of the stock options; those purchases were assumed to have been made at the average price of the common stock during the period. 5 of 11 6 MCCLAIN INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1997 4. Depreciation For the three months ended December 31, 1997 and 1996, depreciation charges were $774,228 and $691,040, respectively. 5. Contingencies Legal Proceedings The Company is from time to time subject to various claims from existing or former employees alleging gender, age or racial discrimination and anti-union activity, none of which are expected to have a material adverse affect on the Company. In addition, as a manufacturer of industrial products, the Company is, from time to time, subjected to various product liability claims. Such claims typically involve personal injury or wrongful death associated with the use or misuse of the Company's products. While such claims have not been material to the Company in any year and the Company believes that it maintains adequate product liability insurance, there can be no assurance that such insurance will continue to be available on terms acceptable to the Company. Any product liability claim not fully covered by insurance, as well as any adverse publicity from a product liability claim, could have a material adverse effect on the Company. The Company is currently defending a few legal proceedings involving product liability claims relating to McClain, Galion Dump and E-Z Pack brand products. Galion Holding, pursuant to an indemnification it provided Peabody Galion Division of Peabody International Corporation ("Peabody") in connection with the Galion Acquisition, is currently defending a number of legal proceedings involving product liability claims arising out of products manufactured by Peabody prior to the date of the Galion Acquisition. These claims are also covered by insurance. Although the Company has already settled many of these cases and the Company believes that it can continue to successfully resolve these product liability claims, there can be no assurance that the Company can continue to do so. The Company is not presently a party to any material legal proceedings except as described above. (continued) 6 of 11 7 MCCLAIN INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1997 5. Contingencies - (continued) Environmental Matters The Company's operations are subject to extensive federal, state and local regulation under environmental laws and regulations concerning, among other things, emissions into the air, discharges into the waters and the generation, handling, storage, transportation, treatment and disposal of waste and other materials. Inherent in manufacturing operations and in owning real estate is the risk of environmental liabilities as a result of both current and past operations, which cannot be predicted with certainty. The Company has incurred and will continue to incur costs, on an ongoing basis, associated with environmental regulatory compliance in its business. State and local agencies have become increasingly active in the environmental area. The increased regulation by multiple agencies can be expected to increase the Comapany's future environmental costs. In particular, properties under federal and state scrutiny frequently result in significant clean-up costs and litigation expenses related to a party's clean-up obligation. However, the Company believes that the ever-increasing waste stream and the continuing initiatives of government authorities relating to environmental and waste disposal problems, including restrictions on landfill locations and operations and extensive regulation relating to the disposal of waste, create significant opportunities for companies in the solid waste handling equipment industry. In addition, the trend towards classifying more materials as "semi-hazardous" or "hazardous" waste may be expected to continue to make handling such materials more complex, thereby further facilitating the market for solid waste handling products. 7 of 11 8 MCCLAIN INDUSTRIES, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Overview The following discussion should be read in conjunction with the condensed consolidated financial statements, including the notes thereto, appearing elsewhere in this report. Selected financial data for the Company for the periods indicated: (Unaudited) Three Months Ended DECEMBER 31, ---------------------- 1997 1996 ---- ---- Net Sales $23,625,324 $20,312,230 Net Income 337,537 37,068 Net Earnings Per Common and Common Equivalent Share $.07 $.01 (Unaudited) As of As of December 31, September 30, 1997 1997 ----------------------------- Working Capital $32,540,862 $33,520,003 Total Assets 84,895,819 87,185,567 Long-Term Debt 36,347,508 38,513,490 Stockholders' Equity 24,195,997 23,837,091 Weighted Average Number of Common and Common Equivalent Shares Outstanding 4,762,953 4,729,281 Current Ratio 2.64:1 2.63:1 Long-Term Debt to Equity 1.50:1 1.62:1 8 of 11 9 MCCLAIN INDUSTRIES, INC. The following table presents, as a percentage of net sales, certain selected financial data for the Company for the periods indicated: (Unaudited) Three Months Ended December 31, --------------------------------- 1997 1996 ----- ---- Net Sales 100.00% 100.00% Cost of Sales 81.49 81.26 ------ ------ Gross Profit 18.51 18.74 Selling, General & Administrative Expenses 13.88 15.61 ------ ------ Operating Income 4.63 3.13 Other Expenses (2.46) (2.85) ------ ------ Income Before Income Taxes 2.17 .28 Provision for Income Taxes .74 .10 ------ ------ Net Income 1.43% .18% ====== ====== 9 of 11 10 McCLAIN INDUSTRIES, INC. DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION Net sales increased 16.31% to $23.6 million for the quarter ended December 31, 1997 (Quarter 1997) from $20.3 million for the quarter ended December 31, 1996 (Quarter 1996). The increase in sales is attributable primarily to strong sales in the McClain E-Z Pack product line. Cost of sales as a percentage of net sales increased to 81.49% for the Quarter 1997 from 81.26% for the Quarter 1996. Selling, General and Administrative expenses decreased to 13.88% of net sales for the Quarter 1997 as a result of the increased sales volume and the restructing of certain administrative processes. The Company had working capital of $32.5 million at December 31, 1997 compared to $33.5 million at September 30, 1997. The ratio of current assets to current liabilities was 2.64 to 1 at December 31, 1997 compared to 2.63 to 1 at September 30, 1997. The Company's cash and cash equivalents totaled $1.94 million at December 31, 1997. Cash flows from operations were $2.0 million for the quarter ended December 31, 1997, primarily as a result of increased receivable collections. 10 of 11 11 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorizd. McCLAIN INDUSTRIES, INC. Date: FEBRUARY 5, 1998 By: /s/ Kenneth D. McClain ----------------------- -------------------------- Kenneth D. McClain, President Date: FEBRUARY 5, 1998 By: /s/ Mark S. Mikelait ------------------------ ------------------------- Mark S. Mikelait, Treasurer 11 of 11 12 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 27 Financial Data Schedule