1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO 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) STATE OF 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) Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE 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, as amended, 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] As of November 23, 1998, the aggregate market value of the Registrant's voting stock held by nonaffiliates of the Registrant was $18,694,280 determined in accordance with the highest price at which the stock was sold on such date as reported by the Nasdaq National Market. As of November 23, 1998, there were 4,673,570 shares of the Registrant's common stock issued and outstanding. The Exhibit Index Begins on Page 50 2 PART I ITEM 1. BUSINESS GENERAL McClain Industries, Inc., a Michigan corporation ("McClain-Michigan"), together with its subsidiaries (the "Company"), is one of the nation's leading manufacturers of a diversified line of dump truck bodies and solid waste handling equipment. Dump truck bodies are assemblies attached to truck frames and used to carry and dump solid materials such as dirt or gravel. Solid waste handling equipment is used for the temporary storage, transportation and compaction of residential, commercial and industrial waste and recycling materials. The Company also sells truck chassis at the retail level. In addition, the Company operates a steel tube mill to manufacture some of its steel tubing needs. The Company also provides coiled steel cutting and warehousing services for its own manufacturing operations and, on a limited basis, for sale to third-party customers. BACKGROUND McClain-Michigan was incorporated in 1968 and became a publicly-traded company in 1973. It currently has: (i) seven wholly-owned operating subsidiaries: McClain of Alabama, Inc. ("McClain-Alabama"); McClain of Georgia, Inc. ("McClain-Georgia"); McClain of Ohio, Inc. ("McClain-Ohio"); McClain of Oklahoma, Inc. ("Oklahoma"); McClain EPCO, Inc. ("EPCO"); Shelby Steel Processing Co. ("Shelby Steel"); and McClain Tube Company (d/b/a Quality Tubing) ("Tube"); (ii) one wholly-owned lease financing subsidiary: McClain Group Leasing, Inc. ("Leasing"); (iii) one wholly-owned holding company subsidiary: Galion Holding Company ("Galion Holding"); and (iv) an international sales corporation, McClain International FSC, Inc. ("FSC"). Galion Holding is the sole shareholder of two additional operating subsidiaries, McClain E-Z Pack, Inc. ("E-Z Pack") and Galion Dump Bodies, Inc. ("Galion Dump Bodies"). McClain-Michigan, E-Z Pack and Galion Dump Bodies collectively own all of the issued and outstanding stock of McClain Group Sales, Inc. ("Sales"), which is the exclusive sales representative of McClain-Michigan, McClain-Alabama, McClain-Georgia, McClain-Ohio, McClain-Oklahoma, E-Z Pack and Galion Dump Bodies. Sales owns all of the issued and outstanding stock of McClain Group Sales of Florida, Inc., a distributor of the Company's products in Florida. All of these companies are Michigan corporations, except for McClain-Georgia, which is a Georgia corporation, EPCO, which is a New York corporation, and FSC, which is a Virgin Islands corporation. McClain-Michigan, McClain-Alabama, McClain-Georgia, McClain-Ohio, McClain-Oklahoma and EPCO are sometimes collectively referred to as "McClain"; Galion Holding, E-Z Pack and Galion Dump Bodies are sometimes collectively referred to as "Galion"; and, unless the context otherwise requires, all references to the Company mean McClain-Michigan and all of the entities owned or controlled by McClain-Michigan. The Company's executive offices are located at 6200 Elmridge Road, Sterling Heights, Michigan 48310 and its telephone number is (810) 264-3611. PRODUCTS The Company manufactures and markets dump truck bodies and four solid waste handling equipment product lines: (1) containers; (2) compactors and baling 3 equipment; (3) garbage and recycling truck bodies; and (4) transfer trailers. The Company also markets truck chassis. Sales of dump truck bodies accounted for approximately 15%, sales of solid waste handling equipment accounted for approximately 71%, and truck chassis accounted for approximately 14% of the Company's consolidated net sales for the fiscal year ended September 30, 1998. Dump Truck Bodies and Hoists Galion Dump Bodies manufactures steel dump truck bodies varying in capacity from two to twenty-five cubic yards at its Winesburg, Ohio facility. McClain-Georgia and McClain-Oklahoma, under license from Galion Dump Bodies, also manufacture dump truck bodies at their Macon, Georgia and Oklahoma City, Oklahoma facilities, respectively. Dump truck bodies are assemblies which are attached to a truck's frame or chassis, to allow the truck to carry and dump solid materials such as dirt, gravel or waste materials. Hoists are the hydraulic lift mechanisms used to tilt the dump body. Trucks with a dump body and hoist are commonly seen in use as "dump trucks". The products manufactured by Galion Dump Bodies are sold under the registered trademark "Galion". The trademark registration, if not renewed, will expire in the year 2001. Containers Detachable Roll-Off Containers and Roll-Off Hoists. McClain-Michigan, McClain-Alabama, McClain-Georgia, McClain-Ohio and McClain-Oklahoma manufacture several types of detachable roll-off containers and roll-off hoists at the Company's facilities in Sterling Heights, Michigan, Macon, Georgia, Demopolis, Alabama, Oklahoma City, Oklahoma, and Galion, Ohio. Detachable roll-off containers vary in capacity from ten to forty-five cubic yards and are transported with their contents to recycling centers, incinerators or landfill sites. Roll-off hoists consist of frames mounted on truck chassis which are hydraulically operated to load, transport and dump roll-off containers. Roll-off hoists are advertised and sold under the trade name "MAGNA-HOIST". Intermodal, Water-Tight and Sludge Containers. The Company manufactures various types of intermodal, water-tight and sludge containers at the Company's facilities in Sterling Heights, Michigan, Macon, Georgia, Demopolis, Alabama, Oklahoma City, Oklahoma, and Galion, Ohio. Intermodal containers vary in capacity from nineteen cubic yards to thirty-five cubic yards and are designed for highway, railroad and marine movement of waste products. Water-tight containers vary in capacity from ten to forty cubic yards and are designed for highway movement of wet waste. Sludge containers vary in capacity from ten to thirty-five cubic yards and are designed for highway movement of slurry type waste products. Compactors and Baling Equipment The Company manufactures compactors at its Sterling Heights, Michigan facility. Compactors consist of a compaction unit and separate power source. Compaction units force deposited refuse through an opening at one end of the unit into a roll-off body coupled to the compaction unit. When the roll-off body is filled, the compactor is detached and the roll-off body is removed for dumping. The Company also manufactures unitized compaction systems consisting of a compactor and roll-off container manufactured as a single unit. Compactors are sold under the trade name "MAGNUM" and unitized compactor systems are sold under the trade name "OCTAMAG". EPCO manufactures, at the Winesburg, Ohio facility, 24 models of balers which compact plastic and paper products, primarily cardboard. Balers are either vertical downstroke or closed door horizontal balers. 2 4 Garbage and Recycling Truck Bodies E-Z Pack manufactures at its Galion, Ohio facility traditional garbage truck bodies comprised of front, rear and side loading truck bodies and a recycling truck body used in solid waste handling and disposal. The front loading truck bodies vary in capacity from thirty-two cubic yards to forty-three cubic yards, the rear loading truck bodies vary in capacity from eighteen cubic yards to thirty-one cubic yards, and the side loading truck bodies vary in capacity from twenty-nine cubic yards to thirty-nine cubic yards. The recycling truck bodies vary in capacity from thirty cubic yards to forty cubic yards. The products manufactured by E-Z Pack are sold under the registered trademark "E-Z Pack". Within this line, E-Z Pack sells its rear loading truck bodies under the trademarks "Goliath", "Goliath II", and "Apollo", and its front loading truck bodies under the trademark "Hercules". The side loading truck bodies and the recycling truck bodies are principally identified by the E-Z Pack name only. These trademarks will expire in the year 2001, unless renewed. The Company has several patents covering its recycling truck. Transfer Trailers McClain-Ohio manufactures at its Galion, Ohio facility, various types of steel and aluminum transfer trailers, including open-top walking floor trailers, closed-top walking floor trailers, ejection trailers and open-top tipper trailers, varying in capacity from thirty cubic yards to 124 cubic yards. Transfer trailers are used to transport compacted solid waste from transfer stations to landfills or incinerators. Truck Chassis Truck chassis are purchased and combined with either a roll-off hoist, garbage truck body or dump body for sale as a road ready package. CUSTOMERS AND DISTRIBUTION For the fiscal years ended September 30, 1998, the Company's consolidated net sales were divided approximately 37% to distributors, 51% to solid waste handling companies, and 12% to other entities. During the fiscal years ended September 30, 1998 and 1997, approximately 28.8% and 13.5%, respectively, of the Company's total sales were made to Waste Management, Inc. No single customer accounted for more than 10% of the Company's net sales for the fiscal year ended September 30, 1996. The Company has no contracts with any of its customers and, accordingly, sells its products pursuant to purchase orders placed from time to time in the ordinary course of business. The Company delivers its products to its customers through the use of its own trucks or common carriers. The Company obtains its municipal as well as certain private contracts through the process of competitive bidding. There can be no assurance that municipalities or others will continue to solicit bids, or if they do, that the Company will continue to be successful in having its bids accepted. Additionally, inherent in the competitive bidding process is the risk that if a bid is submitted and a contract is subsequently awarded, actual performance costs may exceed the projected costs upon which the submitted bid or contract price was based. 3 5 Historically, foreign sales have not accounted for a significant portion of the Company's revenues, The Company anticipates that future foreign sales will remain steady or increase slightly. SALES AND MARKETING Historically, the Company's products have been marketed by the Company's executive officers and sales personnel who have worked closely with customers to solicit orders and to render technical assistance and advice. The Company's executive officers will continue to devote a significant amount of time to developing and maintaining continuing relations with the Company's customers. The Company operates Sales, a separate wholly-owned corporation, to act as the Company's exclusive sales representative for its solid waste handling equipment product lines. The Company also engages independent distributors and dealers in various regions throughout the United States and certain foreign countries, for marketing its products to customers. The Company's dealers are generally responsible in their respective geographic markets for identifying customers and soliciting customer orders. As of November 20, 1998, there were approximately 280 authorized Company dealers located in numerous states and 20 authorized Company dealers, licensees and commissioned district managers in 10 foreign countries, each of which is independently owned. The Company is dependent on such dealers for a significant portion of its revenues. These dealers typically specialize in specific products and areas and, accordingly, have specific knowledge of and contacts in particular markets. The Company believes that its dealers have enhanced and will continue to enhance the scope of the Company's marketing and sales efforts and have, to a certain extent, also enabled the Company to avoid certain significant costs associated with creating a more extensive direct sales network. The Company advertises its products under trade names and under its name in trade journals and brochures. Other marketing efforts include articles in trade publications, attendance at trade shows and presentations by the Company's personnel at industry trade conferences. The Company, through Leasing, also provides both sales-type financing and operating leases. At September 30, 1998, Leasing held net lease receivables of approximately $9.1 million. RAW MATERIALS The Company is dependent on third-party suppliers and manufacturers for the raw materials and a significant portion of the parts it uses in the manufacture of its products. The major raw materials used by the Company are steel in sheet, plate, structural and tubular form and aluminum in sheet and extruded form. The Company purchases its steel, principally in coils, and its sheet and extruded aluminum from domestic mills, warehouses and importers. Coiled steel is received by the Company at various manufacturing facilities where it is then cut, bent, sheared and formed for assembly by welding. Electric and hydraulic components incorporated into the power units of compactors, balers and hoists used with dump bodies manufactured by the Company are brand name items purchased from various sources and assembled by the Company or to their specifications by outside sources. The assembled products are then painted to customers' specifications. 4 6 While the Company attempts to maintain alternative sources for the Company's raw materials and believes that multiple sources are currently available for all of the raw materials that it uses, the Company's business is generally subject to periodic shortages of raw materials which could have an adverse effect on the Company. The Company currently purchases all of its hydraulic cylinders from only a few major suppliers. The failure by any of such suppliers to continue to supply the Company with cylinders on commercially reasonable terms, or at all, could also have a material adverse effect on the Company. The Company generally has no supply agreements with any of its suppliers and, accordingly, generally purchases raw materials pursuant to purchase orders placed from time to time in the ordinary course of business. Failure or delay by suppliers in supplying necessary raw materials to the Company could adversely affect the Company's ability to obtain and deliver its products on a timely and competitive basis. In addition, the Company has experienced price fluctuations for the raw materials that it purchases, particularly with respect to steel and aluminum. Any significant price fluctuations in the future could also have an adverse effect on the Company. The Company uses a forecasting and purchasing system to monitor the quantity and cost of necessary raw materials. Such cost controls allow the Company to minimize its operating costs by purchasing from the lowest priced suppliers the appropriate amount of raw materials in light of the Company's needs. The Company often orders raw materials in amounts in excess of its anticipated short-term needs in order to take advantage of price discounts available on large volume purchases of raw materials. To reduce its cost of raw materials, the Company has been processing coiled steel and manufacturing some of its own tubing, rather than purchasing tubing and processed sheet steel from third parties. The Company believes that it is the only manufacturer of dump truck bodies and solid waste handling equipment to process coiled steel and to operate a steel tube mill. Steel Processing Shelby Steel, a wholly-owned subsidiary of the Company, receives coiled steel and either warehouses or cuts and processes the steel at its River Rouge, Michigan facility to prescribed specifications. In addition to processing coiled steel for use by the Company, Shelby Steel also offers steel processing and warehousing services to third parties. Shelby Steel's ability to warehouse customers' steel attracts customers such as steel brokers who do not maintain facilities of their own to warehouse steel. Its steel processing and warehousing sales are generally limited to customers in the Detroit metropolitan area. Sales to third parties represented 92.8%, 91.8%, and 89% of Shelby Steel's business and 1.6%, 1.9%, and 1.2% of the Company's consolidated net sales for the fiscal years ended September 30, 1998, 1997 and 1996, respectively. Tube Manufacturing Tube, a wholly-owned subsidiary of the Company, began operating its tube manufacturing line in the Company's Kalamazoo facility in mid-1994. The facility receives coiled steel, slits the coil to proper width and forms it into square and rectangular tubing. The tubing produced by this facility provides the Company with approximately 90% of its steel tubing requirements. 5 7 COMPETITION The Company faces intense competition in the solid waste handling equipment and dump truck bodies industries. Certain of the Company's competitors offer as wide a range of products, have greater market share and financial, marketing, manufacturing and other resources than the Company. At present, the Company's order backlogs are approximately four to six weeks. In addition, the Company believes that several of its competitors have added or are in the process of adding additional manufacturing capacity, which could reduce order backlogs and price levels, and consequently adversely affect the Company. Moreover, the absence of highly sophisticated technology results in a number of small regional companies entering the container product business periodically and competing with the Company. Although the Company believes that its products are superior to those of most of its competitors because of the quality and amount of steel used in its products, consumers generally find the products relatively interchangeable. Consequently, price, product availability and delivery, design and manufacturing quality and service are the principal means of competition. The Company believes that it can continue to compete and further strengthen its competitive position through proper pricing, marketing and cost-effective distribution of the Company's products. The steel processing industry is also highly competitive, with quality, price and delivery the principal means of competition. The Company believes that it will generally continue to maintain its competitive position in the marketplace with respect to steel processing. Shelby Steel's ability to warehouse customers' steel attracts customers such as steel brokers who do not maintain facilities of their own to warehouse steel. BACKLOG AND INVENTORY The Company generally produces solid waste handling equipment and dump truck bodies pursuant to customer purchase orders. The Company includes in its backlog only firm product orders, which are subject to termination at will and rescheduling, without penalty. The Company's backlog was approximately $17 million and $16.7 million at September 30, 1998 and 1997, respectively. Substantially all of the Company's backlog is delivered within four to six weeks of the Company's receipt of purchase orders. Due to numerous factors, including termination of orders, rescheduling, possible change orders and delays, which affect production and delivery of the Company's products, there can be no assurance as to if or when cash receipts will be recognized from the Company's backlog. In addition, year to year comparisons of backlog are not necessarily indicative of future operating results. Although most of the Company's sales are based on orders for goods to be manufactured, the Company nevertheless carries certain amounts of finished goods inventory in order to meet customer delivery dates. In addition, from time to time, the Company manufactures units in excess of ordered units to "round out" production runs or to maintain base stock levels. At September 30, 1998, 1997 and 1996, the Company had inventory of $38.9 million, $31.0 million and $25.6 million, respectively. EMPLOYEES The Company had approximately 810 employees as of November 15, 1998. Seventy-Four of the Company's hourly employees are represented by the McClain Hourly Employees' Union pursuant to a collective bargaining agreement which expires September 16, 1999. The 163 hourly employees of E-Z Pack are represented by the International Association of Machinists and Aerospace Workers Union pursuant to a 6 8 collective bargaining agreement which expires June 12, 2000. The 62 hourly employees of McClain-Ohio are represented by the International Association of Machinists and Aerospace Workers Union pursuant to a collective bargaining agreement which expires November 1, 1999. On February 23, 1995 the National Labor Relations Board (the "NLRB") conducted an election in response to a petition filed by the Shopmen's Local Union No. 616 of the International Association of Bridge, Structural and Ornamental Iron Workers (AFL-CIO) (the "Union") to represent the hourly employees at the McClain-Georgia facility in Macon, Georgia. The ballots of 11 employees were challenged as ineligible. The Union filed charges against the Company asserting that it committed various unfair labor practices which affected the election results and that the challenged ballots should be counted. On October 17, 1996, the NLRB issued a Decision, Order and Direction upholding the unfair labor practice charges, and on November 5, 1996, the NLRB determined that the results of the election were in favor of the Union. The Company continues to vigorously defend against the unfair labor practice allegations. The Company does not believe a final decision upholding the Union certification or the unfair labor practice charges would have a material adverse affect on the Company. The Company believes that relations with the hourly employees at McClain of Georgia are generally satisfactory. There have been no work stoppages due to labor difficulties. ENVIRONMENTAL 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 Company'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. ITEM 2. PROPERTIES In the aggregate, the Company owns or leases approximately 940,200 square feet of real property located in Michigan, Ohio, Georgia, Oklahoma and Alabama. The Company owns three facilities in Michigan, four facilities in Ohio, one facility in Georgia, one facility in Oklahoma and one facility in Alabama. The properties that the Company owns or leases consist of the following: OWNED SQUARE LOCATION OR LEASED FOOTAGE -------- --------- ------- Sterling Heights, Michigan Owned 37,000 7 9 OWNED SQUARE LOCATION OR LEASED FOOTAGE -------- --------- ------- Sterling Heights, Michigan Leased 18,000 Kalamazoo, Michigan Owned 55,000 River Rouge, Michigan Owned 50,000 Galion, Ohio Owned 365,000 Winesburg, Ohio Owned 67,500 Winesburg, Ohio Owned 16,000 Winesburg, Ohio Owned 15,200 Macon, Georgia Owned 114,500 Oklahoma City, Oklahoma Owned 100,000 Demopolis, Alabama Owned 102,000 The Company's main office and manufacturing facilities are located in a 37,000 square foot facility situated on 8 2/3 acres in Sterling Heights, Michigan owned by McClain-Michigan. This facility is used to manufacture roll-off containers, roll-off hoists and compactors. McClain-Michigan also owns a 55,000 square foot facility located in Kalamazoo, Michigan which is home to the Company's tube mill. Shelby Steel owns a 50,000 square foot steel processing facility on six acres of land in River Rouge, Michigan, where all of its operations are conducted. McClain-Michigan leases, under a verbal month-to-month lease, an 18,000 square foot manufacturing facility also located in Sterling Heights, Michigan from the mother of Messrs. Kenneth and Robert McClain. This facility is used by the Company as a fabrication facility. The monthly rental for this facility is $3,500, with the lessor responsible for the payment of real estate taxes, assessments, insurance premiums and replacement in case of damage by fire, and the Company responsible for maintenance of the building. The Company believes that the terms and conditions of this lease are comparable to the terms and conditions which would be available from an unrelated party with respect to similar facilities, although other similarly situated unrelated parties would, in all likelihood, require a long-term written lease. E-Z Pack owns three buildings comprising approximately 365,000 square feet situated on approximately 38 acres of land in Galion, Ohio. This three-building facility is the sole location for its manufacturing operations. This facility manufactures front, side and rear loading garbage truck bodies and recycling trucks. Sales's executive offices are located in one of the Galion, Ohio buildings under a lease arrangement and McClain-Ohio leases one of the other buildings at this location. Galion Dump Bodies owns three manufacturing facilities (67,500, 15,200 and 16,000 square feet) situated on 20 acres of land in Winesburg, Ohio where it manufactures dump bodies, hoists and balers. The Company's Georgia facility is an approximately 114,500 square foot manufacturing facility on 13.2 acres in Macon, Georgia. This facility was reorganized during Fiscal 1997 to manufacture dump bodies and roll-off hoists to sell principally in the Southeast. The Company's Oklahoma facility consists of three buildings in Oklahoma City, aggregating 100,000 square feet. This facility is used to fabricate and process steel for its own use and to manufacture roll-off containers. 8 10 McClain-Alabama owns an approximately 102,000 square foot manufacturing facility in Demopolis, Alabama on approximately 84 acres of land. This facility is used to fabricate and process steel for its own use and to manufacture roll-off containers. McClain-Michigan's Sterling Heights, Michigan facility and McClain-Ohio's Ohio facility are currently operating at approximately 80% of capacity. The Oklahoma facility is currently operating at 65% of capacity. The Georgia facility is currently operating at 30% of capacity. The Alabama facility is currently operating at 60% capacity. The E-Z Pack portion of the Galion, Ohio facility is currently operating at 75% of capacity. The Winesburg, Ohio facility is currently operating at 90% of capacity. The Kalamazoo, Michigan facility is currently operating at 60% of capacity. The determination of the productive capacity on each facility actually used by the Company is a function of the mix of products being produced at such facility and the pricing of such products. The production capacity figures set forth in this paragraph reflect the mix of products presently produced by each facility and the present pricing of such products. The Company enjoys expandable capacity at most of these facilities depending on double-shifting and other performance enhancing activities. The facilities owned and leased by the Company are well maintained and in good operating condition. Its plants and equipment are subject to various liens and encumbrances which collateralize certain obligations. See Notes 9 and 10 of Notes to Consolidated Financial Statements. ITEM 3. 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. See ITEM 1. BUSINESS. Employees. 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 number of legal proceedings involving product liability claims relating to McClain, Galion Dump Bodies and E-Z Pack brand products. Galion Holding purchased the business now conducted by Galion Dump Bodies and E-Z Pack from the Peabody Galion Division of Peabody International Corporation ("Peabody"). Pursuant to an indemnification Galion Holding provided Peabody in connection with the acquisition, it is currently defending several legal proceedings involving product liability claims arising out of products manufactured by Peabody prior to the date of the acquisition. These claims are also covered by insurance. Although the Company has settled all of the cases which were pending at the date of the acquisition and the Company believes that it can continue to successfully resolve pending and future product liability claims, there can be no assurance that the Company will be able to do so. The Company is not presently a party to any material legal proceedings except as described above. 9 11 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of the Company's security holders during the fourth quarter of the fiscal year covered by this report. PART II ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is traded and quoted on the Nasdaq National Market ("Nasdaq/NMS") under the trading symbol "MCCL." The following table sets forth, for the periods indicated, the high and low sales prices for the Common Stock as reported by Nasdaq/NMS. These per share quotations represent inter-dealer prices on the Nasdaq/NMS, and do not include retail mark-ups or commissions. SALES PRICE OF COMMON STOCK ------------ HIGH LOW ---- --- FISCAL YEAR ENDED SEPTEMBER 30, 1997 First Quarter 7.25 4.75 Second Quarter 6.75 4.625 Third Quarter 5.50 4.25 Fourth Quarter 5.0 4.25 FISCAL YEAR ENDED SEPTEMBER 30, 1998 First Quarter 4.75 4.20 Second Quarter 6.19 3.375 Third Quarter 5.75 4.375 Fourth Quarter 5.00 3.00 On December 11, 1998, the last reported sales price for the Common Stock as reported by Nasdaq/NMS was $5.00. As of such date there were approximately 226 holders of record of the Common Stock. The Company believes there are a substantial number of beneficial owners of the Company's Common Stock whose shares are held in street name. The Company has never paid any cash dividends. The payment of dividends by the Company is within the discretion of the Board of Directors and will depend on the Company's earnings, its capital requirements and financial condition, as well as other relevant factors. The Board of Directors does not intend to declare any dividends in the foreseeable future, but instead intends to retain earnings for use in the Company's operations. ITEM 6. SELECTED FINANCIAL DATA Selected financial data for each of the Company's last five fiscal years ended September 30 are as follows: 10 12 ======================================================================================================================== 1998 1997 1996 1995 1994 ---- ---- ---- ----- ---- Gross Sales $118,487,052 $96,524,208 $84,680,797 $82,263,202 $79,166,990 Sales, Net of Customer Discounts $116,554,031 $95,255,641 $84,221,810 $81,569,427 $78,540,233 Net Income (Loss) $3,383,892 $(1,703,780) $2,384,957 $2,462,755 $3,250,996 Net Earnings (Loss) Common and Common Equivalent Share,(1, 2) $.72 $(.36) $.50 $.53 $.71 Working Capital $41,919,687 $33,520,003 $32,371,639 $33,868,556 $21,997,601 Total Assets $100,246,967 $87,185,567 $79,425,255 $73,899,197 $58,189,747 Long-Term Debt $42,530,105 $38,513,490 $34,217,149 $31,170,287 $18,039,869 Stockholders' Investment $26,835,306 $23,837,091 $25,457,255 $22,841,274 $19,359,709 Weighted Average Number of Common Equivalent Shares Outstanding(1, 2) 4,711,741 4,729,281 4,752,050 4,657,476 4,608,137 Current Ratio 2.57:1 2.63:1 3.18:1 3.37:1 2.49:1 Long Term Debt to Equity 1.59:1 1.62:1 1.34:1 1.36:1 0.93:1 ======================================================================================================================= (1) Weighted average number of shares outstanding includes, as appropriate, adjustments for the effect of common stock equivalents. (2) Adjusted to reflect a 4-for-3 stock split effective February 28, 1995. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The following discussion should be read in conjunction with the consolidated financial statements, including the notes to them, appearing elsewhere in this report. 11 13 The following table presents, as a percentage of net sales, certain selected financial data for the Company for the years indicated: ---------------------------------------------------- YEAR ENDED SEPTEMBER 30, ---------------------------------------------------- 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- Net Sales 100.0% 100.00% 100.00% 100.00% 100.00% Cost of Sales 82.18 83.68 79.65 78.35 78.12 ------ ------ ----- ----- ----- Gross Profit 17.82 16.32 20.35 21.65 21.88 Selling, General & Administrative Expenses 11.47 14.33 13.60 14.52 13.48 Restructuring and Impairment Charge 0.00 1.84 0.00 0.00 0.00 ------ ------ ------ ----- ----- Operating Profit 6.35 .15 6.75 7.13 8.40 Other Expense 2.22 2.24 2.48 2.59 2.19 ------ ------ ------ ----- ----- Income (Loss) Before Income Taxes 4.13 (2.09) 4.27 4.54 6.21 Income Taxes (Benefit) 1.23 (.30) 1.45 1.55 2.09 ------ ------ ----- ----- ----- Net Income (Loss) 2.90% (1.79)% 2.82% 2.99% 4.12% ====== ====== ====== ====== ===== The Company manufactures dump truck bodies and a variety of solid waste handling products including: (i) detachable roll-off waste containers ("roll-off containers") and hydraulically operated roll-off hoist tilt truck frames used to load, transport and dump roll-off containers ("roll-off hoists"); (ii) intermodal waste containers designed for interchangeable use on trucks, trains and ships ("intermodals"); (iii) water-tight and sludge detachable roll-off waste containers designed to handle wet waste and slurry type waste, respectively; (iv) compactors, unitized compactor/roll-off container systems ("unitized compaction systems"), and balers; (v) an assortment of front, rear and side loading garbage truck bodies; (vi) recycling truck bodies; and (vii) transfer trailers used to transport compacted solid waste from transfer stations to landfills or incinerators. RESULTS OF OPERATIONS Comparison of year ended September 30, 1998 to year ended September 30, 1997 Net sales for the fiscal year ended September 30, 1998 increased 22.4% to $116.6 million compared to $95.2 million for the fiscal year ended September 30, 1997. The increase was the result of strong sales of the Company's McClain E-Z Pack and commodity products and the expansion of the Company's truck chassis program. E-Z Pack and commodity sales increased by approximately $4.0 million and $8.0 million, respectively, while sales of truck chassis increased approximately $10.0 million over the prior year. Although the sales for Fiscal 1998 increased substantially, the Company's McClain E-Z Pack and Galion Dump Bodies facilities sales were slower than expected due to logistical problems resulting from a shortage of truck chassis throughout the year. The Company's overall gross profit as a percentage of sales increased to 17.82% for Fiscal 1998 from 16.32% for fiscal 1997 while the gross profit on products manufactured by the Company increased to 20.3% for Fiscal 1998 from 17.26% for Fiscal 1997. The price increase implemented during December 1997, increased production at the Company's Georgia facility, the transfer of the Epco product line to the 12 14 Winesburg facility and the closing of the Buffalo facility were the primary factors in the increased gross profit on the products manufactured by the Company. The Company's inventory levels increased to $38.9 million at the end of fiscal 1998 from $31.0 million at the end of fiscal 1997. This increase was primarily due to the expansion of the Company's truck chassis program and increased finished goods inventories at the McClain E-Z Pack and Galion Dump Bodies facilities due to the shortage of truck chassis previously discussed. Selling, general and administrative expenses decreased to 11.47% of net sales during fiscal 1998 compared to 14.33% for fiscal 1997. This decrease was due primarily to the increased sales and the Company's continuing efforts to automate and centralize certain administrative functions. Comparison of year ended September 30, 1997 to year ended September 30, 1996 Net sales for the fiscal year ended September 30, 1997 increased 13.2% to $95.3 million compared to $84.2 million for the fiscal year ended September 30, 1996. This increase was primarily due to the acquisition of the Alabama facility in late fiscal 1996 which resulted in an increase in container sales of approximately $10.0 million. Sales of the Company's other products, with the exception of balers which declined approximately $1.8 million, remained essentially stable during Fiscal 1997. Gross profit as a percentage of sales declined to 16.32% for fiscal 1997 from 20.35% for Fiscal 1996, and a net loss from operations of approximately $1.7 million was generated. The decline in gross profit and the net loss from operations were due in large part to a change in the products produced at the Company's Georgia facility, the decision to close the Epco facility as a result of slumping baler sales, certain errors in the Company's pricing models which resulted in the Company setting inadequate prices for its products, and a slowdown in the capital expenditures of many of the national and regional hauling companies. In Fiscal 1997, the Company transferred the production of its roll off containers from Georgia to Alabama and the production of its roll-off hoists from Michigan to Georgia. In addition, the Company completely redesigned its roll-off hoists. The time spent by the Company in implementing these changes combined to create a significant loss in production time at Georgia, causing a pretax loss of approximately $1.7 million at that facility. These shifts in production also created certain temporary losses in production time at both the Alabama and Michigan facilities further reducing margins. The recycled paper market remained soft throughout the year causing baler sales to slump. As a result, the Company had a pretax operating loss of approximately $0.6 million. Because of this slump in baler sales and management's projection of continued depressed future baler sales, management determined that it would be unable to profitably produce balers at the Epco facility. The Company has decided to close the Epco facility and move the baler production to one of its Ohio facilities which has excess capacity, thereby eliminating the overhead expenses related to the Epco facility. As a result of this decision, the Company recognized in Fiscal 1997 a pretax restructuring and impairment charge of approximately $1.75 million, which consisted of goodwill of $1.15 million, the write-down of leasehold improvements and other assets of $0.3 million, and costs associated with the closing of the leased facility of $0.3 million. 13 15 In Fiscal 1993, Company-wide accounting and manufacturing software was installed. Initially, the Company focused on utilizing the accounting modules of the software. It was not until Fiscal 1995 that the Company began to incorporate the manufacturing modules of the software. During the phase-in of these manufacturing modules, certain cost factors related primarily to scrap and other safety margins which the Company historically used in its pricing models were overlooked causing the Company to set the prices of its goods too low. This error went undetected until the end of Fiscal 1997, at which time management performed a detailed evaluation of all pricing models and product costs, which prompted an increase in the selling prices of most of the Company's products in the range of 2% to 4%, effective December 1, 1997. The solid waste hauling industry is currently going through a period of consolidations and reorganizations. Certain regional companies have merged or acquired smaller local haulers, and the two largest hauling companies in the United States are currently undergoing reorganizations after years of rapid growth. Because of these consolidations and reorganizations, many of the national and larger regional hauling companies have reduced their capital expenditures, creating significant downward pressure on the Company's selling prices and lower margins. The Company's inventory levels increased to $31.0 million at the end of Fiscal 1997 from $25.6 million at the end of Fiscal 1996. This increase was primarily due to the Company's inability to adequately adjust its purchasing plan in response to the slowdown in capital purchases by certain national hauling companies discussed above. Selling, general and administrative expenses increased to 15.15% as a percentage of net sales during Fiscal 1997 compared to 13.60% for Fiscal 1996. This increase was attributed primarily to increased selling expenses, increased bad debt write-offs, and a more conservative product liability accrual. To strengthen its position in the market as a provider of a complete line of solid waste hauling equipment, the Company decided to increase its advertising, expand its trade show activity and hire additional sales people. The Company believes that this approach will have positive long term effects on the Company's sales as the consolidations in the solid waste hauling industry continue. The Company suffered a significant bad debt write-off related to the failure of a national trailer manufacturer and experienced certain collection problems with some of the companies involved in the consolidations in the solid waste hauling industry. The Company does not anticipate further collection problems related to these consolidations. Due to increased leasing activity and inventory levels, interest expense increased to 3.83% of net sales during Fiscal 1997 compared to 3.62% during Fiscal 1996. LIQUIDITY AND CAPITAL RESOURCES The Company had working capital of approximately $41.9 million and a current ratio of 2.57:1 at September 30, 1998, compared to $33.5 million and 2.63:1 at September 30, 1997. Cash and short term investments totaled $1.9 million at September 30, 1998 while cash flows of $3.4 million were utilized for operations during fiscal 1998. The Company also invested approximately $1.0 million in new machinery and equipment and financed approximately $1.0 million of new leases during fiscal 1998. The Company's required level of working capital increased during fiscal 1998 from fiscal 1997 due to increased sales creating additional accounts receivable and 14 16 increased inventory levels needed to support the expansion of the Company's truck chassis program. Long-term debt continued to increase as a result of the increase in accounts receivable and inventory levels, the continued expansion of leasing activity and the Company's ongoing commitment to increasing production efficiency by properly maintaining and upgrading its production facilities and machinery and equipment. The Company has a Revolving Credit Facility with Standard Federal Bank, a federal savings bank ("Standard"), which provides maximum availability of $20 million for working capital needs and a $1.5 million credit line to fund machinery and equipment acquisitions. At September 30, 1998, the Company had borrowed approximately $18.0 million under the working capital line. Borrowings under the working capital line are limited to 80% of eligible accounts receivable and 50% of qualified inventory while the equipment line is limited to 80% of pledged equipment purchases. The Company also has a Revolving Credit Facility with Standard used to finance certain of its lease receivables. The agreement calls for a maximum availability of $10.0 million with borrowing limited to 80% of eligible lease receivables. At September 30, 1998 approximately $7.6 million had been drawn on this facility. All borrowings with Standard are secured by substantially all of the assets of the Company. In addition, the loans contain various covenants including those requiring the Company to maintain certain current ratios, levels of tangible net worth and debt ratios and restricting the amount of capital expenditures the Company may make each year. The Company is in compliance with the various covenants as of September 30, 1998. The revolving credit agreements bear interest at the Libor rate plus 200 basis points and expire in March 2000, at which time the Company expects to obtain renewals on the same or similar terms. The Company has agreements with three financial institutions to provide financing for its TRAC (Terminal Rental Adjustment Clause) Leasing Agreements. The agreements call for maximum availability of $8 million in lease commitments. Under these facilities, the Company may finance 100% of eligible lease receivables over the term of the related lease at a fixed interest rate determined at the time of the lease closing. The notes are secured by the related lease receivable. At September 30, 1998, approximately $5.0 million had been drawn on the facilities. The Company has currently set its budget for capital expenditures in fiscal 1999 at approximately $4.5 million as compared to $2.0 million in fiscal 1998. Despite this increase, management believes that the Company's cash flow, together with the credit available to it under existing debt facilities, will provide it with adequate cash for its working capital needs for the next 12 months. YEAR 2000 COMPLIANCE The Company uses computer hardware and financial and manufacturing software that it purchased from third party suppliers. Such suppliers have confirmed to the Company that such products are Year 2000 compliant. Consequently, the Company does not expect to incur any significant costs to become Year 2000 compliant. The Company has no information concerning the Year 2000 compliance status of its suppliers or customers. If any of the Company's significant suppliers or customers does not successfully and timely become Year 2000 compliant, the Company's business or operations could be adversely affected. The Company has not 15 17 yet generated any disaster contingency plans related to the Year 2000 compliance issue. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements and supplementary data are filed herewith under Item 14. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS There have been no changes in the Company's independent public accountants during the past two fiscal years and the Company does not disagree with such accountants on any matter of accounting principles, practices or financial statement disclosure. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY The directors and executive officers of the Company are as follows: APPROXIMATE DATE SERVICE NAME AGE OFFICE BEGAN ---- --- ------ ----- Kenneth D. McClain(1) 57 Chairman of the Board, Chief Executive Officer and President 3/68 Robert W. McClain(1) 62 Senior Vice President, Assistant Secretary and Director 3/68 Raymond Elliott 64 Director 8/90 Walter J. Kirchberger 63 Director 11/95 Carl Jaworski 55 Secretary 10/72 Mark S. Mikelait 38 Treasurer 5/97 (1) Kenneth D. McClain and Robert W. McClain are brothers. KENNETH D. MCCLAIN is Chairman of the Board and President of the Company. He has been a director and officer of the Company since its inception in March 1968. He also serves as Vice President and a director of Shelby Steel and President and a director of McClain-Georgia. Mr. McClain is also a director and the Chairman of the Board of Galion Holding, E-Z Pack, Galion Dump Bodies and Sales ROBERT W. MCCLAIN is Senior Vice President and Assistant Secretary of the Company. He has been a director and officer of the Company since its inception in March 1968. He also serves as President of Shelby Steel and Vice President of McClain-Georgia. 16 18 RAYMOND ELLIOTT has been a director of the Company since August 1990. He is President of Hartland Insurance Group, Inc. From January 1, 1997 to October 2, 1998, he was a Vice President of First of America Insurance (now National City) Group since October 1996. Prior to that he was President and a director of Elliott & Sons Insurance Agency, Inc. and Michigan Benefit Plans Insurance Agency, Inc. since 1967. Mr. Elliott also serves as a director of the Boys and Girls Club of Troy, a charitable organization located in Troy, Michigan. WALTER J. KIRCHBERGER was elected to the Board of Directors in November 1995. Mr. Kirchberger is First Vice President - Research of PaineWebber Incorporated, and has served in such capacity for more than 25 years. He also serves as a director of Simpson Industries, Inc. CARL JAWORSKI has served as Secretary since October 1972. Mr. Jaworski was also a director and the Treasurer of the Company from October 1972 until April 1992. Mr. Jaworski also serves as Secretary and a director of Shelby Steel and Secretary of McClain-Georgia. Mr. Jaworski is the Secretary of E-Z Pack and a Vice President and Secretary of Sales. MARK S. MIKELAIT has served as Treasurer of the Company since May 1997 and joined the Company in September 1994. Prior to that time Mr. Mikelait, a CPA, was employed as a senior manager by Rehmann Robson, the Company's independent auditors, beginning in November 1985. The Company is required to identify each person who was an officer, director or beneficial owner of more than 10% of the Company's registered equity securities during the Company's most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934. Based solely upon its review of copies of such reports received by it during or with respect to the fiscal year ended September 30, 1998, the Company believes that all officers, directors and beneficial owners of more than 10% of the Company's registered equity securities timely filed all required reports. ITEM 11. EXECUTIVE COMPENSATION COMPENSATION OF EXECUTIVE OFFICERS The following tables set forth all cash compensation paid to the Chief Executive Officer of the Company and the other executive officers whose total annual salary and bonus from the Company exceeded $100,000 during the fiscal year ended September 30, 1998. SUMMARY COMPENSATION TABLE - -------------------------------------------------------------------------------- Annual Compensation Long Term Compensation - -------------------------------------------------------------------------------- Name and Fiscal Salary Options/ Principal Position Year Amount($) SARs(#) ------------------ ---- --------- ------- Kenneth D. McClain, 1998 $263,031 --- President/ CEO 17 19 - -------------------------------------------------------------------------------- Annual Compensation Long Term Compensation - -------------------------------------------------------------------------------- Name and Fiscal Salary Options/ Principal Position Year Amount($) SARs(#) ------------------ ---- --------- ------- 1997 226,885 1996 275,000 --- Robert W. McClain, 1998 $125,004 --- Senior Vice President 1997 183,335 1996 246,832 --- Carl Jaworski 1998 $104,631 5,000 Secretary 1997 107,207 1996 --- --- Mark S. Mikelait 1998 $101,250 10,000 Treasurer 1997 --- --- 1996 --- --- AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES TABLE Shares No. of Unexercised Options/SARs at Value of Unexercised Acquired Fiscal Year-End In-The-Money Options/SARs at on Exercise Fiscal Year-End(2) in 1998 Value Realized Not Not Exercisable Exercisable(1) Exercisable Exercisable - ---------------------- --------------- -------------- ---------------- -------------------- ---------------- ----------------- Kenneth D. McClain -0- -0- 35,864 $ -0- $ -0- Robert W. McClain -0- -0- 27,268 $ -0- $ -0- (1) Stock options granted April 18, 1994 and November 16, 1995 pursuant to the Company's 1989 Incentive Stock Plan (the "Incentive Plan"). Options must be exercised by April 17, 1999 and November 15, 2000. Exercise price is $6.50 and $7.31 per share. (2) Value based on the average of the September 30, 1998 closing bid high and low price which was $3.50 per share. 18 20 COMPENSATION OF DIRECTORS Directors who are employees of the Company do not receive compensation for serving on the Board or on the Board's committees. Directors who are not employees of the Company are entitled to a quarterly retainer fee of $3,750, a $1,000 fee for each regular or special meeting of the Board and a $1,000 fee for each committee meeting attended on a day other than a regular or special Board meeting date (collectively, the "Fees"). A Director may elect to receive payment of the Fees in shares of Common Stock pursuant to the Company's 1989 Retainer Stock Plan for Non-Employee Directors (the "Retainer Plan"). To participate in the Retainer Plan, an eligible director must elect prior to December 31 of each year the percentage, if any, of Fees he desires to receive in the form of shares of Common Stock. The Common Stock is issued quarterly during the following calendar year. The number of shares of Common Stock to be issued to an eligible director is determined by dividing the dollar amount of the percentage of fees such director elects to receive in Common Stock by the "fair market value" of Common Stock on the day prior to the date of issuance of the Common Stock to such director. The term "fair market value" means the average of the highest and lowest selling price for the Common Stock as quoted on Nasdaq/NMS for the day prior to the date of issuance or for the first date prior to the date of issuance for which shares of Common Stock are quoted, if not quoted on the day prior to the date of issuance. Any fractional share of Common Stock derived from such calculation is paid in cash. The aggregate fair market value of the shares of Common Stock issued to any eligible director in a given year cannot exceed 100% of such eligible director's fees. Fees may not be increased more often than annually. For the fiscal year ended September 30, 1998, 7,593 shares of Common Stock were issued under the Retainer Plan. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of November 14,1998, certain information regarding the beneficial ownership of Common Stock, of: (i) each person known to the Company to be the beneficial owner of more than five (5%) percent of the Common Stock; (ii) each director of the Company; (iii) each executive officer listed in the Summary Compensation Table; and (iv) all executive officers and directors of the Company as a group, based upon information available to the Company. AMOUNT AND NATURE OF PERCENT OF NAME AND ADDRESS BENEFICIAL OUTSTANDING OF BENEFICIAL OWNER OWNERSHIP(1) SHARES(2) ------------------- ------------ --------- Kenneth D. McClain 1,477,057(3) 31.60% 6200 Elmridge Road Sterling Heights, MI 48310 Robert W. McClain 1,118,946(4) 23.94% 6200 Elmridge Road Sterling Heights, MI 48310 June McClain 337,178 7.21% 6200 Elmridge Road Sterling Heights, MI 48310 19 21 AMOUNT AND NATURE OF PERCENT OF NAME AND ADDRESS BENEFICIAL OUTSTANDING OF BENEFICIAL OWNER OWNERSHIP(1) SHARES(2) ------------------- ------------ --------- Lisa McClain Pfeil 310,474(5) 6.64% 6200 Elmridge Road Sterling Heights, MI 48310 Raymond Elliott 18,245 0.39% 290 Town Center P.O. Box 890 Troy, Michigan 48084 Walter Kirchberger 6,100 0.13% 2301 West Big Beaver Rd., Suite 800 Troy, Michigan 48084 Carl Jaworski 116.159 2.49% 6200 Elmridge Road Sterling Heights, MI 48310 Mark S Mikelait 25.666 0.55% 500 Sherman Street Galion, OH 44833 All current executive officers and 2,762,163(6) 59.11% directors as a group (6 persons) (1) For purposes of this table, a person is deemed to have "beneficial ownership" of any shares that such person has a right to acquire within 60 days. (2) Based on 4,673,570 shares of Common Stock issued and outstanding as of November 22, 1998. In addition, for purposes of computing the percentage of outstanding shares held by each person or group of persons named above, any security that such person or persons has or have the right to acquire within 60 days is also deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. (3) Includes 2,430 shares of Common Stock owned by Kenneth D. McClain's wife. Mr. McClain disclaims beneficial ownership of these shares. (4) Includes 337,178 shares of Common Stock owned by Robert W. McClain's wife. Mr. McClain disclaims beneficial ownership of these shares. (5) Of the shares beneficially owned by Mrs. Pfeil, 305,098 are held of record by an irrevocable trust for her benefit. Mrs. Pfeil is the daughter of Kenneth D. McClain. (6) Includes 85,464 shares which executive officers and directors have the right to acquire pursuant to stock options exercisable within 60 days. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On August 2, 1993, the Company consummated the purchase of three facilities which it had been leasing from three different entities controlled by certain officers and directors of the Company, including its main Sterling Heights, Michigan facility, its Kalamazoo, Michigan facility and its Macon, Georgia facility. In each instance, the Company paid the purchase price by issuing shares of Common Stock and assuming existing mortgages on the facilities. The purchase prices were determined by the Company's Board of Directors on the basis of independent appraisals of the facilities. The stock issued was valued at $5.40 per share, based on the market price for shares of Common Stock as of March 29, 1993, the date that definitive purchase agreements for the facilities were executed. These shares are restricted within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), meaning that they cannot be resold unless registered under the Securities Act, or in a transaction which is exempt from such registration. The seller of each facility owned the facility for more than two years before the sale. 20 22 In November 1994, in connection with a contemplated public offering of its Common Stock and at the insistence of staff members of the Securities and Exchange Commission, for purposes of the public offering, the Company agreed to value the shares issued in exchange for these facilities at a price based on the market value of shares of Common Stock as of August 2, 1993, the date these transactions were consummated. This revision gave effect to the fact that the shares had increased in value by $504,000 from March 29, 1993. In order to consummate the offering, Messrs. Kenneth and Robert McClain consented to pay this amount to the Company, with interest at Standard's prime rate, in five equal principal installments with accrued interest, commencing September 30, 1995. The Company originally maintained pursuant to Generally Accepted Accounting Principles in effect at the time of the transaction, that the shares should have been valued as of March 31, 1993, but acquiesced to the position of the staff members of the Securities and Exchange Commission in an effort to move forward with the aborted securities offering. The accounting profession subsequently issued a pronouncement supporting the Company's original position. Accordingly, the letter agreement was rescinded during the year ended September 30, 1998. The Company leases one of its facilities from the mother of Messrs. Kenneth and Robert McClain. See "Properties." The Company believes that the terms and conditions of this lease are comparable to those available from an unrelated party with respect to similar facilities. See also Note 14 of Notes to Consolidated Financial Statements. The Company had sales of approximately $590,000 in Fiscal 1998 to McClain Leasing Corporation, an entity controlled by certain officers and directors of the Company. First of America Insurance Group, Inc., an entity that, until October 2, 1998, employed Raymond Elliott, a director of the Company, provided insurance to the Company during Fiscal 1998. Sales from this entity to the Company aggregated approximately $1.1 million during Fiscal 1998, for which this entity received fees and commissions in the approximate amount of $116,200. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed herewith as part of this Form 10-K: (1) A list of the financial statements required to be filed as a part of this Form 10-K is shown in the "Index to the Consolidated Financial Statements and Schedules" filed herewith. (2) A list of financial statement schedules required to be filed as a part of this Form 10-K is shown in the "Index to the Consolidated Financial Statements and Schedules" filed herewith. (3) A list of the exhibits required by Item 601 of Regulation S-K to be filed as a part of this Form 10-K is shown on the "Index to Exhibits" filed herewith. 21 23 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Dated: December 11, 1998 McCLAIN INDUSTRIES, INC. By:/s/ Kenneth D. McClain ----------------------------------------- Kenneth D. McClain, President (Principal Executive Officer) And By:/s/ Mark S. Mikelait ------------------------------------- Mark S. Mikelait, Treasurer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Dated: December 11, 1998 /s/ Kenneth D. McClain ------------------------------------ Kenneth D. McClain, Director Dated: December 11, 1998 /s/ Robert W. McClain ------------------------------------ Robert W. McClain, Director Dated: December 11, 1998 /s/ Raymond Elliott ------------------------------------ Raymond Elliott, Director Dated: December 11, 1998 /s/ Walter J. Kirchberger ------------------------------------ Walter J. Kirchberger, Director 22 24 SECURITIES AND EXCHANGE COMMISSION - -------------------------------------------------------------------------------- Washington, D. C. Form 10-K For Corporations ANNUAL REPORT FOR THE YEARS ENDED SEPTEMBER 30, 1998, 1997 and 1996 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT -23- 25 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES - -------------------------------------------------------------------------------- CONSOLIDATED FINANCIAL STATEMENTS Independent Auditors' Report Consolidated Balance Sheets - September 30, 1998 and 1997 Consolidated Statements of Operations for the years ended September 30, 1998, 1997 and 1996 Consolidated Statements of Stockholders' Investment for the years ended September 30, 1998, 1997 and 1996 Consolidated Statements of Cash Flows for the years ended September 30, 1998, 1997 and 1996 Notes to Consolidated Financial Statements SCHEDULES The information required to be submitted in Schedule II - Valuation and Qualifying Accounts is included in the consolidated financial statements and notes thereto. The following schedules are omitted as not required or not applicable: I, III, IV and V. -24- 26 INDEPENDENT AUDITORS' REPORT To the Board of Directors McClain Industries, Inc. and Subsidiaries Sterling Heights, Michigan We have audited the accompanying consolidated balance sheets of McClain Industries, Inc. and Subsidiaries as of September 30, 1998 and 1997, and the related consolidated statements of operations, stockholders' investment, and cash flows for each of the three years in the period ended September 30, 1998. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of McClain Industries, Inc. and Subsidiaries as of September 30, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 1998 in conformity with generally accepted accounting principles. /s/ Rehmann Robson, P.C. Farmington Hills, Michigan December 7, 1998 -25- 27 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- ASSETS SEPTEMBER 30, ------------------------------------------- 1998 1997 --------------------- ------------------ CURRENT ASSETS Cash and cash equivalents $ 1,924,006 $ 2,402,421 Accounts receivable, net of allowance for doubtful accounts of $800,000 in 1998 ($500,000 in 1997) 24,235,761 16,589,263 Inventories 38,873,477 31,011,766 Net investment in sales-type leases, current portion 3,100,000 2,900,000 Prepaid expenses 543,095 362,029 Refundable federal and state income taxes - 837,638 --------------------- ------------------ TOTAL CURRENT ASSETS 68,676,339 54,103,117 --------------------- ------------------ PROPERTY, PLANT AND EQUIPMENT, NET 23,266,545 25,240,624 --------------------- ------------------ OTHER ASSETS Net investment in sales-type leases, net of current portion 6,013,959 5,348,773 Goodwill, net of amortization 1,440,745 1,704,132 Other 454,941 752,878 Equipment under construction 394,438 36,043 --------------------- ------------------ TOTAL OTHER ASSETS 8,304,083 7,841,826 --------------------- ------------------ TOTAL ASSETS $ 100,246,967 $ 87,185,567 ===================== ================== The accompanying notes are an integral part of these consolidated financial statements. -26- 28 - ---------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' INVESTMENT SEPTEMBER 30, --------------------------- 1998 1997 ------------ ------------ CURRENT LIABILITIES Accounts payable $ 18,405,224 $ 14,132,646 Current portion of long-term debt 3,300,000 2,800,000 Accrued expenses 4,040,434 2,790,468 Accrued restructuring costs -- 610,000 Deferred income 497,000 250,000 Federal and state income taxes 513,994 -- ------------ ------------ TOTAL CURRENT LIABILITIES 26,756,652 20,583,114 Long-term debt, net of current portion 42,530,105 38,513,490 Product liability 1,909,904 2,151,872 Deferred income taxes 2,215,000 2,100,000 ------------ ------------ TOTAL LIABILITIES 73,411,661 63,348,476 ------------ ------------ COMMITMENTS AND CONTINGENCIES (NOTE 17) STOCKHOLDERS' EQUITY Common stock, no par value; authorized 10,000,000 shares, issued and outstanding, 4,686,727 shares (4,737,622 shares in 1997) 4,997,809 5,383,486 Retained earnings 21,837,497 18,453,605 ------------ ------------ TOTAL STOCKHOLDERS' INVESTMENT 26,835,306 23,837,091 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $100,246,967 $ 87,185,567 ============ ============ -27- 29 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS - -------------------------------------------------------------------------------- For the Year Ended September 30, -------------------------------- 1998 1997 1996 ---- ---- ---- Net sales $116,554,031 $95,255,641 $84,221,810 Cost of sales 95,786,681 79,711,774 67,086,240 ------------ ----------- ----------- GROSS PROFIT 20,767,350 15,543,867 17,135,570 Selling, general and administrative expenses 13,363,850 13,647,757 11,450,466 Restructuring and impairment charges -- 1,755,000 -- ------------ ----------- ----------- INCOME FROM OPERATIONS 7,403,500 141,110 5,685,104 ------------ ----------- ----------- OTHER INCOME (EXPENSE) Interest expense (3,381,132) (3,448,867) (3,044,398) Interest income 1,285,016 1,215,877 795,519 Other, net (493,492) 101,100 178,732 ------------ ----------- ----------- OTHER EXPENSE - NET (2,589,608) (2,131,890) (2,070,147) ------------ ----------- ----------- INCOME (LOSS) BEFORE INCOME TAXES 4,813,892 (1,990,780) 3,614,957 Income taxes (benefit) 1,430,000 (287,000) 1,230,000 ------------ ----------- ----------- NET INCOME (LOSS) $ 3,383,892 $(1,703,780) $ 2,384,957 ============ ============ =========== Net income (loss) per share: Basic $ 0.72 $ (0.36) $ 0.50 ============ ============ =========== Assuming dilution $ 0.72 $ (0.36) $ 0.49 ============ ============ =========== The accompanying notes are an integral part of these consolidated financial statements. -28- 30 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT - -------------------------------------------------------------------------------- COMMON STOCK AMOUNT ------------- RETAINED DUE FROM SHARES AMOUNT EARNINGS OFFICERS TOTALS ------ ------ -------- -------- ------ Balance at October 1, 1995 4,587,744 $ 5,572,846 $ 17,772,428 $ (504,000) $ 22,841,274 Reversal of amount due from officers (Note 14) - (504,000) - 504,000 - Shares issued 137,799 378,024 - - 378,024 Shares repurchased (31,627) (147,000) - - (147,000) Net income - - 2,384,957 - 2,384,957 ---------- ----------- ------------ ----------- ------------- Balance at September 30, 1996 4,693,916 5,299,870 20,157,385 - 25,457,255 Shares issued 56,971 157,695 - - 157,695 Shares repurchased (24,467) (136,968) - - (136,968) Common stock issued in connection with EPCO acquisition 11,202 62,889 - - 62,889 Net loss - - (1,703,780) - (1,703,780) ---------- ----------- ------------ ----------- ------------- Balance at September 30, 1997 4,737,622 5,383,486 18,453,605 - 23,837,091 Shares issued 45,284 90,323 - - 90,323 Shares repurchased (96,179) (476,000) - - (476,000) Net income - - 3,383,892 - 3,383,892 ---------- ----------- ------------ ----------- ------------- Balance at September 30, 1998 4,686,727 $ 4,997,809 $ 21,837,497 $ - $ 26,835,306 ========== =========== ============ =========== ============= The accompanying notes are an integral part of these consolidated financial statements. -29- 31 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- FOR THE YEAR ENDED SEPTEMBER 30, ------------------------------------------------------ 1998 1997 1996 -------------- --------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 3,383,892 $ (1,703,780) $ 2,384,957 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities Depreciation and amortization 3,395,115 4,893,701 2,550,935 Deferred income taxes 115,000 - 660,000 Provision for doubtful accounts 481,407 432,511 49,400 (Gain) loss on disposal of plant and equipment (1,530) 4,032 3,981 Common stock issued to directors for services 31,127 28,494 18,613 Common stock issued in connection with EPCO acquisition - 62,889 - Net changes in operating assets and liabilities which provided (used) cash, net of effects in 1996 of business acquisition: Accounts receivable (8,127,905) 1,481,176 (3,987,569) Inventories (7,861,711) (5,434,766) 6,072,095 Net investment in sales-type leases (865,186) (2,632,423) (2,055,386) Prepaid expenses and other assets 403,712 (1,086,661) (300,974) Accounts payable 4,272,578 3,585,004 1,357,333 Accrued expenses 1,400,960 1,455,314 (735,656) -------------- --------------- ------------ NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (3,372,541) 1,085,491 6,017,729 -------------- --------------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of plant and equipment (965,246) (4,080,499) (1,991,316) Payments on liabilities assumed upon the Galion acquisition (241,967) (623,984) (1,371,214) Proceeds from sale of plant and equipment 1,528 - 22,331 -------------- --------------- ------------ NET CASH USED IN INVESTING ACTIVITIES (1,205,685) (4,704,483) (3,340,199) -------------- --------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt 7,269,129 10,078,495 2,139,126 Repayments of long-term debt (2,752,514) (5,114,354) (5,137,398) Sale of common stock under stock option plan 59,196 129,201 359,411 Repurchase of common stock (476,000) (136,968) (147,000) -------------- --------------- ------------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 4,099,811 4,956,374 (2,785,861) -------------- --------------- ------------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (478,415) 1,337,382 (108,331) Cash and cash equivalents, beginning of year 2,402,421 1,065,039 1,173,370 -------------- --------------- ------------ CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,924,006 $ 2,402,421 $ 1,065,039 ============== =============== ============ The accompanying notes are an integral part of these consolidated financial statements. -30- 32 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business McClain Industries, Inc. and its wholly-owned subsidiaries (the "Company") manufacture and sell a diversified line of dump truck bodies (assemblies attached to truck frames which are used to carry and dump solid materials such as dirt, gravel or waste materials) and solid waste handling equipment (including containers, compactors and baling equipment, garbage and recycling truck bodies, and transfer trailers) used for the temporary storage, transportation and compaction of residential, commercial and industrial waste and recycling materials. The Company sells its dump truck bodies primarily to truck equipment dealers and its solid waste handling equipment primarily to distributors, solid waste handling companies, government agencies, shopping centers and other large retail outlets principally within the United States. The Company also sells truck chassis at the retail level. In addition, the Company provides coiled steel cutting and warehousing services for its own manufacturing operations in order to reduce its processed steel expense (one of its major cost components) and, on a limited basis, for sale to third-party customers. Principles of Consolidation The consolidated financial statements include the accounts of McClain Industries, Inc., and its wholly-owned subsidiaries (Galion Holding Company, Shelby Steel Processing Co., McClain of Georgia, Inc., McClain of Ohio, Inc., McClain of Oklahoma, Inc., McClain of Alabama, Inc., McClain EPCO, Inc., McClain Group Leasing, Inc., McClain Tube Company, McClain International FSC, Inc., an international sales corporation, and McClain Group Sales, Inc., a corporation owned jointly by McClain Industries, Inc. and the two operating subsidiaries of Galion Holding Company). In August 1996, McClain of Alabama, Inc. was formed and acquired a roll-off container manufacturing facility (Note 2). All significant intercompany accounts and transactions have been eliminated. Concentration Risks The Company grants trade credit to its customers in the normal course of business. No collateral is required. Concentrations of credit risk with respect to trade receivables generally are limited due to the relatively large number of customers comprising the Company's customer base and its geographic dispersion, with the exception of the customer discussed below. The Company maintains reserves for potential credit losses and such losses have historically been insignificant and generally within management's expectations. Sales to a major customer aggregated approximately $33,642,000 and $12,896,000 in 1998 and 1997, respectively. The Company had receivables of approximately $8,000,000 and $3,000,000 from this customer at September 30, 1998 and 1997, respectively. The loss of this customer could adversely affect the Company's short-term operating results. -31- 33 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include but are not limited to product liability, goodwill amortization and the allowance for doubtful receivables. Income Taxes Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred tax assets and liabilities. Deferred income taxes arise from temporary basis differences principally related to inventory, product liability, and plant and equipment. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Sales-Type Leases The Company, through McClain Group Leasing, Inc., offers lease financing to certain purchasers of the Company's products. These leases meet the criteria for classification as capitalized leases and are accounted for as sales-type leases, whereby sales and gross profit are recognized at the inception of the lease. Accordingly, an investment is reflected on the accompanying balance sheets in an amount equal to the gross minimum lease payments receivable less unearned finance income. Unearned finance income is amortized in such a manner as to produce a constant periodic rate of return on the net investment in the lease. -32- 34 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Goodwill Goodwill representing the purchase price in excess of the fair values of net assets acquired is amortized on a straight line basis. The amortization period is estimated based upon management's judgements and generally ranges from 5 to 40 years. Accumulated amortization as of September 30, 1998 and 1997 was $809,980 and $546,593, respectively. A significant portion of goodwill attributable to certain business combinations has arisen in recent years. While management believes that these costs will be recovered from the profitable operating of these businesses in the future, a change in the estimates of the applicable recovery periods or the development of unfavorable business conditions pertinent to these operations could adversely affect the Company's operating results (see Note 3). Earnings (Loss) Per Share Earnings (loss) per share is computed using the weighted average number of common shares outstanding during the year. The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", effective September 30, 1998. This statement requires a dual presentation and reconciliation of "basic" and "diluted" per share amounts. Diluted reflects the potential dilution of all common stock equivalents. At September 30, 1998, 1997 and 1996 options to purchase 199,476, 125,464 and 110,464, shares respectively, were excluded from the computation of earnings per share because the options' exercise prices were greater than the average market price of the common shares. A reconciliation of the denominators used in the basic and diluted share calculation follows for the years ended September 30: 1998 1997 1996 -------------- -------------- -------------- Denominator: Weighted average shares outstanding, basic 4,711,741 4,729,281 4,752,050 Incremental shares from assumed conversion of options - 41,577 81,443 ------------- ------------- ------------- Weighted average shares outstanding, diluted 4,711,741 4,770,858 4,833,493 ============= ============= ============= Fair Values of Financial Instruments The carrying amount of cash equivalents, accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amounts of long-term debt approximate their fair values because the interest rates are representative of, or change with, market rates. -33- 35 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) New Accounting Pronouncements In June 1997 the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income", which establishes standards for reporting and display of comprehensive income and its components, amending various prior SFAS. Management believes that the adoption of SFAS No. 130 in fiscal 1999 will not have a significant impact on results of operations or financial position. Also in June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information", which establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires selected information in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers, superseding SFAS No. 14. Management believes that the adoption of SFAS No. 131 in fiscal 1999 will not have a significant impact on the disclosure of financial information. Common Stock Issued to Directors for Services Common stock is issued from time to time in lieu of cash for services provided to the Company by Directors of the Company and is recorded as compensation expense generally at the fair value on the date of issuance. Revenue Recognition Sales are recorded by the Company when the products are delivered to independent distributors or other customers. Reclassification Certain amounts as reported in the 1997 and 1996 financial statements have been reclassified to conform with the 1998 presentation. -34- 36 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 2. BUSINESS ACQUISITION On August 29, 1996, the Company acquired the Demopolis, Alabama roll-off container manufacturing facility and related equipment and properties operated by Waste Management of Alabama, Inc. (Waste), in a business combination accounted for as a purchase. The Company paid approximately $5,700,000 in cash at the closing, which was allocated to the assets received as follows: Plant, including land $ 1,615,000 Machinery and equipment 1,911,250 Inventories 400,000 Goodwill 1,773,750 ----------------- $ 5,700,000 ================= Goodwill resulting from this acquisition is being amortized over five years. In connection with this transaction, Waste agreed to use reasonable commercial efforts to purchase annually from the Company, containers and related other manufactured products in an amount that is not less than $25,000,000 in sales per year during the five calendar years following the closing. In this event, the Company has agreed to pay to Waste up to $1,200,000 during each year. If Waste purchases less than $25,000,000 annually, the $1,200,000 amount is to be reduced in accordance with the terms of the acquisition agreement. The Company accounts for such payments as sales discounts when and as earned by Waste. For the years ended September 30, 1998 and 1997 approximately $1,327,000 and $400,000 has been recorded as sales discounts in connection with post-acquisition sales of $33,642,000 and $12,896,000, respectively, made to Waste pursuant to the agreement. McClain of Alabama, Inc. sales amounted to approximately $16,100,000 and $9,300,000 during the years ended September 30, 1998 and 1997, respectively. 3. RESTRUCTURING AND IMPAIRMENT CHARGES In September 1997, the Company decided to restructure its baler equipment manufacturing operations based upon an evaluation of sales levels to date, anticipated levels of business in 1998 and beyond, and unsatisfactory operating results. The plan involved the shift of all baler production from the Company's facility in Buffalo, New York to its Winesburg, Ohio plant, the abandonment of the leased premises in Buffalo, and the transfer of moveable property and equipment to other locations. The related restructuring and impairment charge of $1,755,000 in 1997 consists principally of a writeoff of goodwill of $1,145,000, the writedown of leasehold improvements and other assets of $310,000, and costs associated with the abandoned leased facilities of $300,000. After an income tax benefit of $207,000, which excluded the writeoff of goodwill not considered to be deductible, these actions reduced reported operating results by $1,548,000 or $0.33 per share in 1997. -35- 37 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 4. SUPPLEMENTAL CASH FLOWS INFORMATION During the years ended September 30, 1998, 1997 and 1996, common stock valued at $31,127, $28,494 and $18,613, respectively, was issued to non-employee directors in exchange for services rendered. During the year ended September 30, 1997, common stock valued at $62,889 was issued in accordance with the EPCO purchase agreement. During the year ended September 30, 1996, the Company financed $5,700,000 of the Alabama acquisition by taking out a $5,300,000 term loan and borrowing $400,000 pursuant to the revolving credit facilities provided by its principal lender (Note 10). Cash paid for interest amounted to $3,356,571 for 1998, $3,223,867 for 1997, and $3,044,398 for 1996. Cash paid for federal income taxes amounted to $-0- for 1998, $350,000 for 1997, and $1,198,137 for 1996. 5. ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE The following is a summary of changes in the allowance for doubtful accounts during each of the three years in the period ended September 30: 1998 1997 1996 ----------------- ----------------- ---------------- Balance, beginning of year $ 500,000 $ 600,000 $ 600,000 Add provision charged against income 481,400 432,500 49,400 Less uncollectible accounts written off, net of recoveries (181,400) (532,500) (49,400) ------------- -------------- -------------- BALANCE, END OF YEAR $ 800,000 $ 500,000 $ 600,000 ============= ============== ============== 6. INVENTORIES Inventories are stated at the lower of cost or market. The LIFO (last-in, first-out) method is utilized for certain inventories, while the FIFO (first-in, first-out) method is utilized for the remaining inventories. The major components of inventories were as follows at September 30: 1998 1997 ---------------- ----------------- Materials and chassis $ 22,100,252 $ 17,221,766 Work-in process 5,707,374 6,664,000 Finished goods 11,065,851 7,126,000 --------------- --------------- $ 38,873,477 $ 31,011,766 =============== =============== -36- 38 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 7. LEASING OPERATIONS Sales-Type Leases ----------------- The Company provides financing contracts for the sales of various manufactured products to certain of its customers. Such financing is principally structured in the form of finance leases, typically for a five-year term, which are accounted for as sales-type leases. The net investment in these sales-type leases is comprised of the following amounts at September 30: 1998 1997 ----------- ----------- Gross minimum lease payments collectible in monthly installments $11,706,584 $10,825,166 Less advance lease payments and deposits received 289,157 249,737 ----------- ----------- Subtotal 11,417,427 10,575,429 Less unearned finance income 2,303,468 2,326,656 ----------- ----------- Total net investment in sales-type leases 9,113,959 8,248,773 Current portion 3,100,000 2,900,000 ----------- ----------- Noncurrent portion $ 6,013,959 $ 5,348,773 =========== =========== Gross minimum lease payments are collectible in the following scheduled annual amounts for the years succeeding September 30, 1998: Year ending September 30 Amount - ------------------- -------------- 1999 $ 3,883,358 2000 3,026,735 2001 2,341,437 2002 1,427,705 2003 738,192 ----------- Gross minimum amount collectible $11,417,427 =========== -37- 39 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 7. LEASING OPERATIONS (Continued) Sale-Leaseback Transactions --------------------------- The Company, through McClain Group Leasing, Inc., has TRAC (Terminal Rental Adjustment Clause) leasing programs in place with three financial institutions in order to assist customers in obtaining financing for certain products delivered by guaranteeing a portion of the residual values of such products. Distribution of the Company's products in this manner has been accomplished by (i) selling the products to the independent financial institution leasing company, (ii) leasing the products back and providing a specified minimum guaranteed residual value to the leasing company, and (iii) subleasing the product to the user customer. The gross profit from the sale of these products is deferred and recognized to income in proportion to the related gross rental charged to expense over the term of the lease arrangement. Rental income from the subleasing activities was $1,382,000, $1,420,000 and $422,000 in the years 1998, 1997 and 1996, respectively, while the related rental expense for the leaseback of the products was $1,317,000, $1,212,000 and $316,000 during the years ended September 30, 1998, 1997 and 1996, respectively. Proceeds of the subleasing activities have been, and are expected to continue to be, in excess of the related rental expense. Minimum scheduled rental payments and rental receipts under these operating lease arrangements in future years are summarized as follows: Year ending Rental Rental September 30 Payments Receipts ------------------- ------------ ------------ 1999 $ 930,000 $1,130,000 2000 930,000 1,130,000 2001 930,000 1,130,000 2002 930,000 1,130,000 2003 913,000 1,125,000 ---------- ---------- Gross minimum rental payments $4,633,000 $5,645,000 ========== ========== Total residual values guaranteed by the Company under these leasing arrangements approximates $725,000 as of September 30, 1998. -38- 40 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 8. PROPERTY, PLANT AND EQUIPMENT Property, plant, and equipment are recorded at cost. Depreciation for financial reporting purposes is provided primarily using the straight-line method over the estimated useful lives of the assets. Accelerated depreciation methods are used for income tax purposes. Estimated useful lives range from 20 to 40 years for buildings and improvements, and 3 to 30 years for machinery, equipment, furniture and fixtures, and vehicles. Expenditures for maintenance and repairs are charged to expense as incurred, and significant betterments are capitalized. Property, plant and equipment consisted of the following amounts as of September 30: 1998 1997 ----------- ----------- Land $ 2,282,977 $ 2,281,480 Buildings and improvements 13,517,487 13,673,209 Machinery and equipment 22,276,726 21,584,020 Furniture, fixtures and vehicles 4,023,385 3,931,764 ----------- ----------- 42,100,575 41,470,473 Less accumulated depreciation 18,834,030 16,229,849 ----------- ----------- Property, plant and equipment, net $23,266,545 $25,240,624 =========== =========== -39- 41 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 9. LINES OF CREDIT The Company and certain of its subsidiaries are party to the following line of credit agreements with financial institutions as of September 30: 1998 1997 ----------------- ---------------- Revolving line of credit providing for maximum availability of up to $20,000,000 and $21,000,000 at September 30, 1998 and 1997, respectively. Borrowings are limited to 80% of the eligible accounts receivable and 50% of qualified inventory and are subject to interest at the LIBOR rate plus 200 basis points (7.5% at September 30, 1998). (At September 30, 1997, the Company had several separate line of credit agreements with its primary bank. These agreements were consolidated into the current line of credit as part of a new loan agreement dated April 16, 1998.) $ 17,955,713 $ 20,139,774 The agreement is collateralized by substantially all the assets of the Company and contains various covenants requiring the Company to maintain certain financial ratios. The agreement also prohibits the Company from incurring additional indebtedness other than subordinated indebtedness and limits plant and equipment acquisitions to $3.0 million per fiscal year. This agreement expires in March 2000, at which time the Company expects to obtain a renewal upon the same or similar terms. Line of credit providing for maximum availability of up to $10,000,000 in 1998 and 1997. Borrowings are limited to 80% of eligible lease receivables and are subject to interest at the LIBOR rate plus 200 basis points. The agreement is collateralized by certain equipment leases held by the Company's leasing subsidiary. This agreement expires in March 2000, at which time the Company expects to obtain a renewal upon the same or similar terms. 7,605,295 6,249,290 ----------------- ---------------- Total lines of credit borrowings (Note 10) $ 25,561,008 $ 26,389,064 ================= ================ -40- 42 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 10. LONG-TERM DEBT Long-term debt consisted of the following obligations as of September 30: 1998 1997 ----------------- ---------------- Promissory note to a bank, collateralized by certain assets as disclosed in Note 9. The note is payable in monthly installments of $200,000 plus interest at the LIBOR rate plus 230 basis points (effective rate of 7.8% at September 30, 1998), maturing in July 2004. (At September 30, 1997, the Company was indebted on several promissory notes to its primary bank. These promissory notes were consolidated into the current promissory note pursuant to a new loan agreement dated April 16, 1998.) $ 14,200,000 $ 7,348,253 Promissory notes to banks, collateralized by commercial mortgages on certain real estate, payable in monthly installments of $28,300 plus interest ranging from the bank prime rate to prime plus 1/4% (effective rates of 8.5% to 8.75% at September 30, 1998), maturing at various dates through January 2000. 1,369,097 2,351,173 Industrial Revenue Bonds, collateralized by a bank letter of credit. The bonds are payable in annual installments of $525,000 through April 2007. The bonds bear interest, payable monthly, at either a fixed term, or a variable rate (effective rate of 4.07% at September 30, 1998) as determined by the bond holder. 4,700,000 5,225,000 Lines of credit borrowings (Note 9) 25,561,008 26,389,064 ----------------- ---------------- Total long-term debt 45,830,105 41,313,490 Less current portion 3,300,000 2,800,000 ----------------- ---------------- Long-term debt, net of current portion $ 42,530,105 $ 38,513,490 ================= ================ -41- 43 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 10. LONG-TERM DEBT (Continued) Scheduled aggregate principal maturities of long-term debt for years succeeding September 30, 1998 are presented below: Year ending September 30 Amount - ------------------- ---------------- 1999 $ 3,300,000 2000 29,200,000 2001 3,100,000 2002 3,000,000 2003 3,000,000 Thereafter 4,230,105 ---------------- $ 45,830,105 ================ The debt agreements contain certain restrictive covenants which require the Company to, among other things, meet certain net worth and working capital requirements along with maintaining various financial ratios. 11. ACCRUED EXPENSES Accrued expenses included on the accompanying consolidated balance sheets consist of the following amounts at September 30: 1998 1997 --------------- --------------- Sales discounts $ 1,162,959 $ 400,000 Compensation 640,869 577,772 Vacation and holiday pay 481,174 534,953 Taxes 488,598 - Insurance 891,592 514,040 Other 375,242 763,703 --------------- --------------- Total $ 4,040,434 $ 2,790,468 =============== =============== -42- 44 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 12. INCOME TAXES The provision (benefit) for income taxes for each of the three years in the period ended September 30, consists of the following components: 1998 1997 1996 ----------------- ---------------- ----------------- Current federal provision (benefit) $ 1,315,000 $ (287,000) $ 570,000 Deferred provision 115,000 - 660,000 ---------------- -------------- --------------- Total income taxes (benefit) $ 1,430,000 $ (287,000) $ 1,230,000 ================ ============== =============== The effective income tax rate on consolidated pre-tax income differs from the federal statutory rate for the following reasons: 1998 1997 1996 --------------- ----- --------------- ------ -------------- ----- Amount % Amount % Amount % --------------- ----- --------------- ------ -------------- ----- Provision (benefit) computed at statutory rate $ 1,637,000 34 $ (677,000) (34) $ 1,229,000 34 Nondeductible expenses 21,000 1 389,000 19 31,000 1 Cancellation of debt related to EPCO restructuring (207,000) (4) - - - - Other (21,000) (1) 1,000 - (30,000) (1) ------------ ----- ------------ ------ ------------ --- $ 1,430,000 30 $ (287,000) (15) $ 1,230,000 34 ============ ===== ============ ===== ============ === The balance of the net deferred income tax liability consists of temporary basis differences related to the following assets and liabilities as of September 30: 1998 1997 ---------------- ------------------ Taxable differences: Property and equipment $ 2,850,000 $ 2,651,000 Inventory 1,140,000 1,226,000 --------------- ---------------- Gross deferred tax liabilities 3,990,000 3,877,000 --------------- ---------------- Deductible differences: Product liability 646,000 740,000 Accounts receivable 170,000 171,000 Accrued expenses 798,000 727,000 Goodwill 161,000 82,000 Alternative minimum tax credit - 50,000 Other - 7,000 --------------- ---------------- Gross deferred tax assets 1,775,000 1,777,000 --------------- ---------------- Net deferred income tax liability $ 2,215,000 $ 2,100,000 =============== ================ The components which comprise gross deferred taxes are predominantly noncurrent; as such, the entire related net liability is classified as noncurrent. -43- 45 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 13. EMPLOYEE PENSION AND PROFIT SHARING PLANS The Company and certain subsidiaries have qualified pension and profit sharing plans covering substantially all union employees. Contributions to the plans were calculated at an hourly rate as defined in the various union contracts. The Company also maintains a defined contribution pension plan qualified pursuant to Section 401(k) of the Internal Revenue Code for certain union employees and all eligible non-union employees. The Company makes matching contributions of specified percentages of participants= compensation. The cost of all of these plans was $494,133 in 1998, $407,739 in 1997, and $334,924 in 1996. The Company has an employee stock bonus plan for full time, salaried and non-union employees. Company contributions are discretionary each year and are generally limited to 15% of participants' compensation. No contributions were made for the years ended September 30, 1998, 1997 and 1996. 14. RELATED PARTY TRANSACTIONS Leases The Company leases an operating facility from the mother of the President of McClain Industries, Inc. on a month-to-month basis with annual rentals totaling $42,000 in each of the years ended September 30, 1998, 1997 and 1996. Note Receivable The Company's office and operating facility, the Georgia facility and the Kalamazoo facility were leased from related party partnerships comprised of officers, directors and employees of McClain Industries, Inc. On August 2, 1993, the Company acquired these facilities in exchange for 360,000 shares of common stock. In November 1994, in connection with a contemplated public offering of its common stock and at the insistence of staff members of the Securities and Exchange Commission (SEC), for the purposes of the public offering, the Company agreed to value these shares at a price based on the market value of such shares as of August 2, 1993, the date the transactions were consummated. This revision gave effect to the fact that the shares increased in value by $504,000 from March 29, 1993, the date the definitive agreements for the transactions were executed by the parties, to August 2, 1993. In order to consummate the offering, at the direction of the SEC staff, the Company's principal shareholders agreed to reimburse that amount to the Company. A letter agreement was executed calling for equal annual principal payments to be received by the Company over a five-year period beginning on September 30, 1995, plus interest at the Company's cost of funds, which approximates the prime rate. -44- 46 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 14. RELATED PARTY TRANSACTIONS (Continued) The Company originally maintained, pursuant to generally accepted accounting principles in effect at the time of the transaction, that the shares should have been valued as of March 29, 1993, but acquiesced to the position of the SEC staff in an effort to move forward with the aborted securities offering. The accounting profession subsequently issued a pronouncement supporting the Company's original position. Accordingly, the letter agreement was rescinded during the year ended September 30, 1998 and the change in valuation is reported on the accompanying consolidated statement of stockholder's investment during the earliest year presented. Other Raymond Elliott, a director of the Company, served as a Vice President of First of American Insurance Group, Inc. prior to October 2, 1998. This entity provided insurance at a cost of approximately $1,100,000, $1,093,000 and $1,200,000 to the Company during the years ended September 30, 1998, 1997 and 1996, respectively. This entity received fees and commissions in connection with these transactions of approximately $116,000, $117,000 and $120,000, respectively. Product Sales The Company had product sales of approximately $590,000, $560,000 and $660,000, during the years ended September 30, 1998, 1997 and 1996, respectively, to a business controlled by the President of McClain Industries, Inc. 15. STOCK BASED COMPENSATION PLANS The Company maintains the 1989 Retainer Stock Plan for Non-employee Directors and the McClain 1989 Incentive Stock Plan. Retainer Stock Plan The Retainer Stock Plan as adopted calls for reserving 133,333 shares of the Company's no par common stock and allows non-employee directors the option to receive payment of all or a portion of their directors fees in the form of shares of common stock at the fair market value of such shares on the date of issuance. For the years ended September 30, 1998, 1997 and 1996 the Company issued 7,593, 5,466 and 3,555 shares, respectively, of its common stock to such directors in exchange for services rendered. -45- 47 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 15. STOCK BASED COMPENSATION PLANS (Continued) Incentive Stock Plan The Incentive Stock Plan as adopted calls for reserving 1,333,333 shares of the Company's no par common stock for the granting of stock awards to officers and key management personnel. The awards consist of incentive stock option (ISO) or non-qualified options, stock appreciation rights (SARs) and restricted share rights, and may be granted at the following prices at the date of grant: incentive stock options must be equal to or greater than the fair market value of common stock; stock appreciation rights and restricted share rights may be issued at a price which may not be less than 50% of the price of the common stock. Shares which have been issued under this plan vest in annual installments from the date of grant, over a three year period, and expire within 5 years from the date of grant. The following table presents a summary of stock option activity for each of the years in the three year period ended September 30: 1998 1997 1996 ---------------------- ---------------------- ---------------------- Exercise Exercise Exercise Shares Price * Shares Price * Shares Price * ----------- --------- ---------- --------- ----------- --------- Outstanding, beginning of year 191,391 $5.71 227,896 $5.01 373,251 $5.65 Granted 74,000 5.08 15,000 5.75 - - Exercised (30,825) 3.25 (51,505) 2.51 (134,244) 2.68 Forfeited/expired (35,090) 3.25 - - (11,111) 2.68 ----------- --------- --------- --------- ---------- --------- Outstanding, end of year 199,476 $6.30 191,391 $5.71 227,896 $5.01 ----------- --------- --------- --------- ---------- --------- Exercisable, end of year 145,131 $6.73 164,491 $5.55 174,174 $4.33 =========== ========= ========= ========= ========== ========= OPTIONS AT SEPTEMBER 30, 1998 Options Outstanding Options Exercisable ------------------------------------ ---------------------- Remaining Contractual Exercise Exercise Range of Exercise Prices Shares Life * Price * Shares Price * ---------------------------------- ----------- ---------- ----------- ---------- --------- $5.00 to $6.00 89,000 4.2 years $ 5.19 34,667 $ 5.27 $6.01 to $7.00 46,478 0.6 years 6.56 46,466 6.56 $7.01 to $8.00 50,665 1.6 years 7.33 50,665 7.33 $8.01 to $9.00 13,333 0.9 years 8.81 13,333 8.81 ---------- ---------- ----------- ---------- --------- Total 199,476 2.5 years $ 6.30 145,131 $ 6.73 ========== ========== =========== ========== ========= *Weighted average -46- 48 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 15. STOCK BASED COMPENSATION PLANS (Continued) The Company has elected to continue to apply the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations in accounting for its employee stock options issued pursuant to the 1989 Incentive Stock Plan. Under APB 25, because the exercise price of employee stock options equals the market price of the underlying common stock on the date of grant, no compensation expense is recorded in the accompanying consolidated statements of operations. Had stock option compensation expense been determined pursuant to the methodology provided in Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", the proforma effect on results of operations for the years ended September 30, 1998 and 1997 would have been insignificant. 16. COMMON STOCK REPURCHASES In February 1998, the Board of Directors authorized the Company to repurchase from time to time on the open market up to 200,000 shares of the Company's common stock. During the year ended September 30, 1998, the Company repurchased 96,179 shares at prices ranging from $3.25 to $5.25. During the year ended September 30, 1997, the Company repurchased 24,467 shares at prices ranging from $5.32 to $5.75 per share. During the year ended September 30, 1996, the Company repurchased 31,627 shares at prices ranging from $4.24 to $4.75 per share. 17. COMMITMENTS AND CONTINGENCIES Product Liability As a manufacturer of industrial products, the Company is occasionally subjected to various product liability claims. Such claims typically involve personal injury or wrongful death associated with the use or misuse of the Company's products. The Company is currently defending certain legal proceedings involving allegations of product liability relating to products manufactured and sold by the Company. Historically, such claims have not resulted in material losses to the Company in any one year, and the Company maintains product liability insurance in amounts believed by management to be adequate. Galion Holding Company (GHC), pursuant to an indemnification it provided to the seller in connection with GHC's July 1992 acquisition of the Galion operations, is currently defending a number of legal proceedings involving product liability claims arising out of products manufactured and sold prior to the acquisition. These claims are covered by insurance and many of these cases have been settled. -47- 49 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 17. COMMITMENTS AND CONTINGENCIES (Continued) A liability to provide for these product claims was established at the acquisition date. Since many of the cases have been settled and insurance coverage exists, management believes that the ongoing costs to defend these claims will not exceed the amount accrued on the accompanying consolidated balance sheet at September 30, 1998. Environmental Matters The Company's operations are subject to extensive federal, state and local regulation under environmental laws and regulations concerning, among other things, emissions into the air, discharges into the waters and the generation, handling, storage, transportation, treatment and disposal of waste and other materials. Inherent in manufacturing operations and in owning real estate is the risk of environmental liabilities as a result of both current and past operations, which cannot be predicted with certainty. The Company has incurred and will continue to incur costs, on an ongoing basis, associated with environmental regulatory compliance in its business. Labor Union Matters Certain of the Company=s hourly employees are represented by various labor unions pursuant to collective bargaining agreements which expire between September 1999 and June 2000. On February 23, 1995, the National Labor Relations Board (NLRB) conducted an election in response to a petition filed by a local union (Union) to represent the hourly employees at the Company's Macon, Georgia plant. The ballots of certain employees were challenged as ineligible. The Union filed charges asserting that the Company committed various unfair labor practices which affected the election results and that the challenged ballots should be counted. On October 17, 1996 the NLRB upheld the unfair labor practice charges and on November 5, 1996 the NLRB determined that the results of the election were in favor of the Union. Management, based upon the opinion of counsel, does not believe a final decision upholding the Union certification or the unfair labor practice charges would have a material adverse effect on the Company. Other Legal Matters The Company is also involved in routine litigation incidental to its business. Management believes that the resolution of these matters will not materially affect the consolidated financial statements. -48- 50 McCLAIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 18. FOURTH QUARTER ADJUSTMENTS During the quarter ended September 30, 1997, the Company recorded various adjustments of approximately $2,500,000 principally related to the valuation of inventories and lease accounting. The aggregate effect of such adjustments was to decrease net income for the fourth quarter of 1997 by approximately $1,650,000 ($0.35 per share). * * * * * -49- 51 INDEX TO EXHIBITS Exhibit No. Description Location - ----------- ----------- -------- 3.1 Articles of Incorporation of McClain Industries, Inc. (7) 3.2 Bylaws of McClain Industries, Inc. (1) 10.1 McClain Industries, Inc. 1989 Incentive Stock Plan (2) 10.2 McClain Industries, Inc. 1989 Retainer Stock Plan for Non-Employee Directors (2) 10.3 Agreement of Purchase and Sale dated July 20, 1992 by and between Peabody (4) International Corporation, as Seller, and Galion Holding Company, as Buyer 10.4 Manufacture and License Agreement dated as of November 2, 1992, between Galion Dump (6) Bodies, as Licensor, and the Company, as Licensee 10.5 Loan documents dated as of March 1, 1993, between the Company and Galion Dump Bodies (6) and E-Z Pack 10.6 Guaranty Fee Agreement dated as of March 2, 1993, between Galion Holding and the (6) Company 10.7 Purchase Agreement, dated as of March 30, 1993, between the Company and Group (7) Properties III 10.8 Purchase Agreement, dated as of March 30, 1993, between the Company and Group (7) Properties 10.9 Purchase Agreement, dated as of March 30, 1993, between the Company and Group (7) Properties of Georgia 10.10 Commercial Mortgage, Assignment of Leases and Rents, Security Agreement and Financing (8) Statement Dated February 6, 1995, between Standard Federal Bank and the Company 10.11 Commercial Mortgage, Assignment of Leases and Rents, Security Agreement and Financing (8) Statement Dated February 6, 1995, between Standard Federal Bank and the Company 10.12 Second Amendment to Open-End Commercial Mortgage and Assignment of Lease and Rentals (8) (Secures Future Advances) dated February 6, 1995, between Standard Federal Bank and E-Z Pack 10.13 Second Amendment to Open-End Commercial Mortgage and Assignment of Lease and Rentals (8) (Secures Future Advances) dated February 6, 1995, between Standard Federal Bank and Galion Dump Bodies 10.14 Fifth Amendment to Open-End Commercial Mortgage and Assignment of Lease and Rentals (8) (Secures Future Advances) between Standard Federal Bank and Galion Dump Bodies dated June 22, 1995. 10.15 Third Amended and Restated Promissory Note (Line of Credit) dated June 22, 1995, (8) between Standard Federal Bank, Galion Holding, E-Z Pack, Galion Dump Bodies and McClain Group Sales of Florida 10.16 Security Agreement dated June 22, 1995, between Standard Federal Bank and McClain (8) Group Sales of Florida 50 52 Exhibit No. Description Location - ----------- ----------- -------- 10.17 Fifth Amendment to Open-End Commercial Mortgage and Assignment of Lease and Rentals (8) (Secures Future Advances) dated June 22, 1995, between Standard Federal Bank and E-Z Pack 10.18 Loan Agreement dated July 17, 1996, between Standard Federal Bank and Leasing (9) 10.19 Promissory Note (Line of Credit) dated July 17, 1996, between Standard Federal Bank (9) and Leasing 10.20 Commercial Mortgage, Assignment of Leases and Rents, Security Agreement and Financing (9) Statement dated August 29, 1996, between Standard Federal Bank and McClain-Alabama. 10.21 Security Agreement dated August 29, 1996, between Standard Federal Bank and (9) McClain-Alabama 10.22 Master Lease Agreement dated July 15, 1995 between Fifth Third Leasing Company and (9) Leasing 10.23 Master Lease Agreement dated May 17, 1996 between NBD Bank and Leasing (9) 10.24 Term Note dated January 17, 1997 between Trust Company Bank of Middle Georgia and the (10) Company 10.25 Preliminary Placement Memorandum dated April 17, 1997 - The Industrial Development (10) Board of the City of Demopolis Industrial Development Revenue Bonds Series 1997 (McClain of Alabama, Inc. Project) 10.26 Lease Agreement dated April 1, 1997 between the Industrial Development Board of the (10) City of Demopolis and McClain of Alabama 10.27 Trust Indenture Agreement dated April 1, 1997 between the Industrial Development Board (10) of the City of Demopolis and LaSalle National Bank 10.28 Bond Guaranty Agreement dated April 1, 1997 between LaSalle National Bank and (10) McClain-Alabama 10.29 Mortgage, Assignment of Leases and Security Agreement dated April 1, 1997 from the (10) Industrial Development Board of the City of Demopolis and McClain-Alabama to Standard Federal Bank 10.30 Standard Federal Bank Irrevocable Letter of Credit dated April 23, 1997 (10) 10.31 Placement Agency Agreement dated April 23, 1997 - The Industrial Development Board of (10) the City of Demopolis Industrial Development Revenue Bond Series 1997 (McClain of Alabama, Inc. Project) 10.32 Remarketing Agreement dated April 23, 1997 among LaSalle National Bank, The Industrial (10) Development Board of the City of Demopolis and McClain of Alabama, Inc. 10.33 Loan Agreement dated April 16, 1998 between Standard Federal Bank and McClain 53 Industries, Inc., McClain of Alabama, Inc., McClaim of Georgia, Inc., McClain of Ohio, Inc., McClain of Oklahoma, Inc., McClain Epco, Inc., Shelby Steel Processing Company, McClain Tube Company, Galion Holding Company, McClain E-Z Pack, Inc., Galion Dump Bodies, Inc., McClain Group Sales, Inc., and McClain Group Sales of Florida, Inc. 51 53 Exhibit No. Description Location - ----------- ----------- -------- 10.34 Promissory Note (Line of Credit) dated April 16, 1998 between Standard Federal Bank 86 and McClain Industries, Inc., McClain of Alabama, Inc., McClaim of Georgia, Inc., McClain of Ohio, Inc., McClain of Oklahoma, Inc., McClain Epco, Inc., Shelby Steel Processing Company, McClain Tube Company, Galion Holding Company, McClain E-Z Pack, Inc., Galion Dump Bodies, Inc., McClain Group Sales, Inc., and McClain Group Sales of Florida, Inc. 10.35 Promissory Note (Term Loan) dated April 16, 1998 between Standard Federal Bank and 93 McClain Industries, Inc., McClain of Alabama, Inc., McClaim of Georgia, Inc., McClain of Ohio, Inc., McClain of Oklahoma, Inc., McClain Epco, Inc., Shelby Steel Processing Company, McClain Tube Company, Galion Holding Company, McClain E-Z Pack, Inc., Galion Dump Bodies, Inc., McClain Group Sales, Inc., and McClain Group Sales of Florida, Inc. 10.36 Promissory Note (Line of Credit Converting to Term Loan) dated April 16, 1998 between 100 Standard Federal Bank and McClain Industries, Inc., McClain of Alabama, Inc., McClaim of Georgia, Inc., McClain of Ohio, Inc., McClain of Oklahoma, Inc., McClain Epco, Inc., Shelby Steel Processing Company, McClain Tube Company, Galion Holding Company, McClain E-Z Pack, Inc., Galion Dump Bodies, Inc., McClain Group Sales, Inc., and McClain Group Sales of Florida, Inc. 10.37 Second Amendment Agreement, Loan Agreement, Promissory Note (Line of Credit) dated 107 April 16, 1998 between Standard Federal Bank and McClain Group Leasing, Inc. 22 List of Subsidiaries (9) 27 Financial Data Schedule 120 (1) Incorporated by reference to the Company's Form 10-K f/y/e 9/30/89 (2) Incorporated by reference to the Company's Registration Statement (33-29613) (3) Incorporated by reference to the Company's Form 10-K f/y/e 9/30/91 (4) Incorporated by reference to the Company's Form 8-K dated 7/27/92 (5) Incorporated by reference to the Company's Form 10-K f/y/e 9/30/92 (6) Incorporated by reference to the Company's Form 10-K f/y/e 9/30/93 (7) Incorporated by reference to the Company's Registration Statement on Form S-2 (33-84562) (8) Incorporated by reference to the Company's Form 10-K f/y/e 9/30/95 (9) Incorporated by reference to the Company's Form 10-K f/y/e 9/30/96 (10) Incorporated by reference to the Company's Form 10;K f/y/e 9/30/97 52