-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxB1iUfn0i6KvUGrvRGGghao82C0/KqIQTKDr6/OqnyaZ4K2JO/NsPsYq/+V1U4P kaocaeJHXwmt6o2WUjkWNQ== 0000745448-96-000021.txt : 19961118 0000745448-96-000021.hdr.sgml : 19961118 ACCESSION NUMBER: 0000745448-96-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASCOTECH INC CENTRAL INDEX KEY: 0000745448 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382513957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12068 FILM NUMBER: 96665095 BUSINESS ADDRESS: STREET 1: 21001 VAN BORN RD CITY: TAYLOR STATE: MI ZIP: 48180 BUSINESS PHONE: 3132747405 MAIL ADDRESS: STREET 1: 21001 VAN BORN ROAD CITY: TAYLOR STATE: MI ZIP: 48180 FORMER COMPANY: FORMER CONFORMED NAME: MASCO INDUSTRIES INC DATE OF NAME CHANGE: 19930629 10-Q 1 MASCOTECH SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarterly Period Ended September 30, 1996 Commission File Number 1-12068 MASCOTECH, INC. (Exact name of Registrant as specified in its Charter) Delaware 38-2513957 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 21001 Van Born Road, Taylor, Michigan 48180 (Address of principal executive offices) (Zip Code) (313) 274-7405 (Telephone Number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Shares Outstanding at Class October 31, 1996 Common stock, par value $1 per share 36,990,000 MASCOTECH, INC. INDEX Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheet - September 30, 1996 and December 31, 1995 1 Consolidated Condensed Statements of Income For the Three and Nine Months Ended September 30, 1996 and 1995 2 Consolidated Condensed Statement of Cash Flows for the Nine Months Ended September 30, 1996 and 1995 3 Notes to Consolidated Condensed Financial Statements 4-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-8 Part II. Other Information and Signature 9-10 PART I. FINANCIAL INFORMATION Item 1. Financial Statements MASCOTECH, INC. CONSOLIDATED CONDENSED BALANCE SHEET September 30, 1996 and December 31, 1995 (Dollars in thousands) September 30, December 31, ASSETS 1996 1995 Current assets: Cash and cash investments $ 48,500 $ 16,380 Receivables 192,380 216,490 Inventories 79,240 94,420 Deferred and refundable income taxes 46,510 51,300 Prepaid expenses and other assets 45,670 25,750 Net current assets of businesses held for disposition --- 62,410 Total current assets 412,300 466,750 Equity and other investments in affiliates 266,050 237,530 Property and equipment, net 405,640 466,450 Excess of cost over net assets of acquired companies 69,430 115,750 Notes receivable and other assets 85,750 47,780 Net non-current assets of businesses held for disposition --- 104,510 Total assets $1,239,170 $1,438,770 LIABILITIES Current liabilities: Accounts payable $ 66,320 $ 99,710 Accrued liabilities 123,020 82,400 Current portion of long-term debt 2,310 5,150 Total current liabilities 191,650 187,260 Long-term debt 456,160 701,910 Deferred income taxes and other long-term liabilities 164,350 134,420 Total liabilities 812,160 1,023,590 SHAREHOLDERS' EQUITY Preferred stock, $1 par, shares authorized: 25 million; outstanding: 10.8 million 10,800 10,800 Common stock, $1 par, shares authorized: 250 million; outstanding: 55.3 million and 55.5 million 55,250 55,520 Paid-in capital 303,090 307,910 Retained earnings 50,290 32,380 Cumulative translation adjustments 7,580 8,570 Total shareholders' equity 427,010 415,180 Total liabilities and shareholders' equity $1,239,170 $1,438,770 The accompanying notes are an integral part of the consolidated condensed financial statements. 1 MASCOTECH, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME For the Three and Nine Months Ended September 30, 1996 and 1995 (Dollars in thousands except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Net sales $ 290,790 $ 404,900 $ 1,009,770 $1,289,200 Cost of sales (235,210) (337,850) (834,820)(1,076,440) Selling, general and administrative expenses (29,100) (42,060) (100,460) (135,340) Gains on (charge for) disposition of businesses, net --- 7,790 (31,520) 5,290 Operating profit 26,480 32,780 42,970 82,710 Other income (expense), net: Interest expense (5,880) (10,950) (20,640) (38,750) Equity and interest income from affiliates 11,590 5,470 29,930 23,880 Gain from change in investment of equity affiliate --- --- --- 5,100 Other income (expense), net 280 400 (2,320) 3,160 5,990 (5,080) 6,970 (6,610) Income before income taxes and cumulative effect of accounting change, net 32,470 27,700 49,940 76,100 Income taxes 13,080 11,740 26,470 31,580 Income before cumulative effect of accounting change, net 19,390 15,960 23,470 44,520 Cumulative effect of accounting change, net --- --- 11,700 --- Net income $ 19,390 $ 15,960 $ 35,170 $ 44,520 Preferred stock dividends $ 3,240 $ 3,240 $ 9,720 $ 9,720 Earnings attributable to common stock $ 16,150 $ 12,720 $ 25,450 $ 34,800 Earnings per common and common equivalent share: Primary: Earnings before cumulative effect of accounting change, net $ .28 $ .22 $ .24 $.61 Cumulative effect of accounting change, net -- -- .21 -- Earnings attributable to common stock $ .28 $ .22 $ .45 $.61 Cash dividends declared $ .05 $ .04 $ .13 $.07 The accompanying notes are an integral part of the consolidated condensed financial statements. 2 MASCOTECH, INC. CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 1996 and 1995 (Dollars in thousands) Nine Months Ended September 30 1996 1995 CASH FROM (USED FOR): OPERATIONS: Net cash from earnings $ 73,010 $ 68,550 Decrease (increase) in inventories 8,550 (1,000) Decrease (increase) in receivables 1,370 (22,400) Increase (decrease) in accounts payable and accrued liabilities 22,340 (9,450) (Increase) decrease in marketable securities, net (14,270) 54,460 Other, net 21,130 31,280 Net cash from operating activities 112,130 121,440 FINANCING: Retirement of Senior Subordinated Notes --- (233,150) Payment of other debt (251,100) (40,040) Increase in other debt 1,350 129,900 Retirement of Company Common Stock (8,040) (5,990) Payment of preferred stock dividends (9,720) (9,720) Payment of common stock dividends (7,540) (5,910) Other, net 1,890 (3,110) Net cash (used for) financing activities (273,160) (168,020) INVESTMENTS: Capital expenditures (28,390) (61,520) Proceeds from sale of businesses 212,100 94,880 Acquisition of businesses (4,470) (22,810) Receipt of cash from notes receivable 9,300 5,360 Net assets of businesses held for disposition (1,120) (14,900) Other, net 5,730 (2,670) Net cash from (used for) investing activities 193,150 (1,660) CASH AND CASH INVESTMENTS: Increase (decrease) for the nine months 32,120 (48,240) At January 1 16,380 61,950 At September 30 $ 48,500 $ 13,710 Supplemental Cash Flow Information: Net cash paid (refunded) during the period for: Interest $ 19,570 $ 40,830 Income taxes $ (18,740) $ 5,460 The accompanying notes are an integral part of the consolidated condensed financial statements. 3 MASCOTECH, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS A. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly its financial position as at September 30, 1996 and the results of operations for the three and nine months ended September 30, 1996 and 1995 and cash flows for nine months ended September 30, 1996 and 1995. In addition, the balance sheet as of December 31, 1995 reflects the segregation of net current and net non-current assets related to the plan, adopted in late 1994 and substantially completed in the third quarter of 1996, to dispose of certain businesses. Primary earnings per common share was calculated based on 57.0 million and 58.5 million weighted average common shares and common equivalent shares outstanding for the three months ended September 30, 1996 and 1995, respectively. Primary earnings per common share was calculated based on 56.7 million and 58.7 million weighted average common and common equivalent shares outstanding for the nine months ended September 30, 1996 and 1995, respectively. The convertible preferred stock did not meet the criteria for inclusion as a common stock equivalent for the nine months and three months ended September 30, 1996 and 1995. Earnings per common share for the periods ended September 30, 1996 were computed based upon the treasury stock method and, in 1995, the modified treasury stock method, which results in an assumed interest expense reduction and incremental shares based on the assumed conversion of all stock options and warrants. Fully diluted earnings per common share are only presented when the assumed conversion of convertible securities is dilutive. Fully diluted earnings per common share for the nine months and three months ended September 30, 1996 were calculated based on 57.1 million and 67.0 million weighted average common shares outstanding, respectively. Convertible securities did not have a dilutive effect on earnings per common share for the nine months and three months ended September 30, 1995. B. Inventories by component are as follows (in thousands): September 30, December 31, 1996 1995 Finished goods $ 16,820 $ 21,120 Work in process 34,470 38,480 Raw materials 27,950 34,820 $ 79,240 $ 94,420 C. Property and equipment, net reflects accumulated depreciation of $284 million and $281 million as at September 30, 1996 and December 31, 1995, respectively. D. In the second quarter of 1996, the Company sold MascoTech Stamping Technologies, Inc. (MSTI), a wholly owned subsidiary, to Tower Automotive, Inc. (Tower) resulting in an after-tax loss of approximately $26 million ($.47 per share), including losses of approximately $1 million after-tax ($.03 per share) related to the closure of a MSTI manufacturing facility not included in the sale. MSTI had sales of approximately $190 million in 1995. The Company has received initial consideration of approximately $80 million consisting principally of $55 million in cash, 785,000 shares of Tower common stock and warrants to purchase additional Tower common stock. The Company applied the cash proceeds (including approximately $14 million received from the subsequent sale of 600,000 shares of Tower common stock) to reduce its indebtedness. The Company may receive additional consideration, contingent upon the future earnings of MSTI over the next three years, which if entirely earned, would substantially offset the loss. 4 MASCOTECH, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued) E. On October 31, 1996, the Company purchased from Masco Corporation 17 million shares of MascoTech common stock and warrants to purchase 10 million shares of MascoTech common stock, for cash and notes approximating $266 million. Payment of the note, which approximates $151 million and bears interest at 6.625 percent, is due September 30, 1997 and is payable in cash or at the Company's option partially by transfer of its holdings in its equity affiliate, Emco Corporation. As part of this transaction, Richard A. Manoogian, Chairman of both Masco Corporation and MascoTech, also sold to MascoTech one million shares of MascoTech common stock (at the then current market price) for approximately $13.6 million, payable in cash and notes. The agreement with Masco Corporation also provides for the extension of the existing corporate services and financing commitment agreements between the two companies. The shares and warrants have been retired. The Company received a modification to the terms of its bank credit agreement in order to complete the transaction and expects to arrange a replacement bank credit facility in early 1997. F. The Company was required to adopt Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long- Lived Assets and for Long-Lived Assets to Be Disposed Of", effective January 1, 1996. SFAS 121 requires that long-lived assets and certain identifiable intangible assets held for disposition be reported at the lower of carrying value at date of decision to dispose or fair value less cost to sell. The Company determined that the estimated proceeds of the businesses held for sale at January 1, 1996 exceeded the carrying value for such assets, and accordingly, has recorded income in the first quarter of 1996, classified as a cumulative effect of accounting change, in the amount of $11.7 million after-tax to reflect the impact of adopting SFAS 121. G. The following presents combined supplemental financial data of the Company and TriMas Corporation as one entity, with MascoTech as the parent company. The Company had an equity ownership interest in TriMas of approximately 41 and 42 percent at September 30, 1996 and September 30, 1995, respectively. Intercompany transactions have been eliminated. Approximate combined condensed financial data are as follows (in thousands): September 30 1996 1995 Current assets $ 692,940 $ 683,870 Current liabilities (262,290) (244,940) Working capital 430,650 438,930 Property and equipment, net 585,320 607,470 Excess of cost over net assets of acquired companies 175,300 194,870 Other assets 300,720 411,900 Long-term debt (639,710) (915,220) Deferred income taxes and other long-term liabilities (203,680) (133,060) Equity of the other shareholders of TriMas (221,590) (191,770) Equity of shareholders of MascoTech $ 427,010 $ 413,120 Net sales $ 1,463,920 $1,717,850 Operating profit $ 122,650 $ 159,640 Cumulative effect of accounting change $ 11,700 $ --- Net income $ 35,170 $ 44,520 Earnings attributable to common stock $ 25,450 $ 34,800 5 MASCOTECH, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (concluded) H. In December 1994, the Company announced the planned disposition of a number of businesses, including its Architectural Products, Defense and certain of its transportation-related businesses, as part of its long- term strategic plan to increase the focus of its core operating capabilities. At September 30, 1996, the Company has substantially completed the disposition of such businesses. I. On November 13, 1996, the Company announced the creation of MSX International, Inc. through the combination of MascoTech's Technical Services Group and APX International (recently acquired by MascoTech) and the agreement to sell the combined companies to an investor group including MascoTech, Citicorp Venture Capital and senior management. The sale of MSX International will result in total proceeds to the Company of approximately $150 million, consisting of cash, notes, and the Company's retained equity interest. Net proceeds to the Company will approximate $90 million after taking into account the purchase price for APX and taxes payable in connection with this transaction. This transaction is expected to close in early 1997. 6 MASCOTECH, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sales for the third quarter ended September 30, 1996 declined to $291 million from $405 million in 1995, reflecting the disposition of certain businesses as part of the Company's previously announced restructuring plan. Sales of the Company's remaining core transportation-related businesses, which approximated $270 million, increased 12 percent in the third quarter of 1996 as compared with the prior year quarter, while sales of the Company's businesses held for sale or sold approximated $21 million. Sales for the nine month period ended September 30, 1996 decreased 22 percent over the comparable period in 1995, reflecting the disposition of certain businesses as part of the Company's previously announced restructuring plan. Sales of the Company's remaining core transportation-related businesses, which approximated $827 million, increased nine percent as compared to the prior year period. Sales of the Company's businesses held for sale or sold, which approximated $183 million, decreased 66 percent from the comparable period in 1995. Income after preferred stock dividends in the third quarter of 1996 was $16.2 million or $.28 per common share, compared with $12.7 million or $.22 per common share in the comparable period in 1995. Third quarter 1996 results also benefitted from reduced interest expense, as proceeds from the divestiture of businesses were applied to reduce the Company's indebtedness, and from increased equity income from affiliates. Operating profit for the Company's remaining core businesses before general corporate expense and gain (charge) on disposition of businesses, net for the nine months and three months ended September 30, 1996 was approximately $106 million and $37 million, respectively, as compared with $92 million and $27 million for the comparable periods in 1995. Businesses held for sale or sold had an operating loss before general corporate expense and gain (charge) on disposition of businesses, net for the nine months ended September 30, 1996 of approximately $15 million as compared to $1 million for the comparable period in 1995. Businesses held for sale or sold had an operating loss before general corporate expense and gain (charge) on disposition of businesses, net for the three month period ended September 30, 1996 of approximately $6 million, as compared to an operating profit of approximately $2 million in the comparable period in 1995. The unusual relationship of tax expense to pre-tax amounts for the nine months ended September 30, 1996 is the result of a significant portion of the loss on the sale of MSTI not being deductible for tax purposes. Results for the nine months ended September 30, 1996 include after-tax losses of approximately $26 million in the second quarter from the disposition of MascoTech Stamping Technologies, Inc. and a related plant closure. The core businesses' operating performance for the nine months and three months ended September 30, 1996 was positively impacted by increased volume as compared to 1995. Operating performance in 1995 was negatively impacted by increased costs and expenses reflecting start-up costs associated with the Company's expanded capital investment programs. In December 1994, the Company announced the planned disposition of a number of businesses, including its Architectural Products, Defense and certain of its transportation-related businesses, as part of its long-term strategic plan to increase the focus of its core operating capabilities. At September 30, 1996, the Company has substantially completed the disposition of such businesses. 7 MASCOTECH, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (concluded) On October 31, 1996, the Company purchased from Masco Corporation 17 million shares of MascoTech common stock and a warrant to purchase 10 million shares of MascoTech common stock, for cash and notes approximating $266 million. Payment of the note, which approximates $151 million and bears interest at 6.625 percent, is due September 30, 1997 and is payable in cash or at the Company's option partially by transfer of its holdings in its equity affiliate Emco Corporation. As part of this transaction, Richard A. Manoogian, Chairman of both Masco Corporation and MascoTech, also sold to MascoTech one million shares of MascoTech common stock (at the then current market price) for approximately $13.6 million, payable in cash and notes. The agreement with Masco Corporation also provides for the extension of the existing corporate services and financing commitment agreements between the two companies. The shares and warrants have been retired. The Company received a modification to the terms of its bank credit agreement in order to complete the transaction and expects to arrange a replacement bank credit facility in early 1997. Although this transaction results in the additional leverage of MascoTech's balance sheet in the near term, MascoTech believes that the substantial reduction in MascoTech common shares outstanding should enhance the long-term financial returns for MascoTech's shareholders. The Company paid a cash dividend of $.05 per common share in the third quarter of 1996 and the Board of Directors declared a dividend of $.05 per common share on September 12, 1996 payable on November 18, 1996. Additional borrowings available under the Company's revolving credit agreement and otherwise, tax benefits related to the disposition of businesses held for sale and anticipated internal cash flow are expected to provide sufficient liquidity to fund the Company's near-term working capital needs and capital expansion programs. The Company believes that its longer-term working capital and other general corporate requirements will be satisfied through its internal cash flow, an extended or new bank credit facility, the disposition of certain financial assets and, to the extent necessary, future financings in the financial markets. At September 30, 1996, current assets were in excess of two times current liabilities. 8 PART II. OTHER INFORMATION MASCOTECH, INC. Items 1 through 5 are not applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 11 Computation of Earnings Per Common Share - Primary and Fully Diluted Exhibit 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K: 1. Report on Form 8-K dated November 13, 1996 reporting under Item 2 "Acquisition or Disposition of Assets" and under Item 7 unaudited pro forma consolidated condensed balance sheet as of June 30, 1996 and unaudited pro forma consolidated condensed income statements for the year ended December 31, 1995 and for the six months ended June 30, 1996 for the assumed purchase and retirement of 17 million shares of Company Common Stock and the warrant to purchase 10 million shares of Company Common Stock from Masco Corporation and one million shares of Company Common Stock from Richard A. Manoogian, Chairman of the Board of Masco Corporation and MascoTech, Inc. 9 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MASCOTECH, INC. (Registrant) Date: November 14, 1996 By: /s/ TIMOTHY WADHAMS Timothy Wadhams Vice President - Controller and Treasurer (Chief accounting officer and authorized signatory) MASCOTECH, INC. EXHIBIT INDEX Exhibit Sequential Page No. Exhibit 11 Computation of Earnings Per Common Share - Primary and Fully Diluted 12-13 Exhibit 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 14 Exhibit 27 Financial Data Schedule 15 EX-11 2 10-Q Exhibit 11 MASCOTECH, INC. Computation of Earnings Per Common Share Primary and Fully Diluted (In thousands except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 PRIMARY: Income before cumulative effect of accounting change $19,390 $15,960 $23,470 $44,520 Preferred stock dividends 3,240 3,240 9,720 9,720 Income before cumulative effect of accounting change attributable to common stock 16,150 12,720 13,750 34,800 Add after tax interest expense reduction on conversion of stock options and warrants --- 230 --- 860 Earnings before cumulative effect of accounting change attributable to common stock 16,150 12,950 13,750 35,660 Cumulative effect of accounting change --- --- 11,700 --- Earnings attributable to common stock, as adjusted $16,150 $12,950 $25,450 $35,660 Weighted average number of common shares outstanding during each period 55,270 56,110 55,330 56,310 Addition from assumed exercise of stock options and warrants 1,680 2,400 1,360 2,420 Weighted average number of common shares and equivalents outstanding during each period--without dilution 56,950 58,510 56,690 58,730 Primary earnings per common and common equivalent share: Earnings before cumulative effect of accounting change $ .28 $ .22 $ .24 $.61 Cumulative effect of accounting change -- -- .21 -- Earnings attributable to common stock $ .28 $ .22 $ .45 $ 61 Earnings per common share for the periods ended September 30, 1995 were computed based on the modified treasury stock method which results in an assumed interest expense reduction and incremental shares based on assumed conversion of all stock options and warrants and, in 1996, on the treasury stock method. Exhibit 11 MASCOTECH, INC. Computation of Earnings Per Common Share Primary and Fully Diluted (In thousands except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 FULLY DILUTED: Income before cumulative effect of of accounting change $19,390 $15,960 $23,470 $44,520 Preferred stock dividends 3,240 3,240 9,720 9,720 Income attributable to common stock 16,150 12,720 13,750 34,800 Add after-tax convertible debenture related expenses 2,380 --- * --- * --- * Add interest reduction on conversion of stock options and warrants --- 220 --- 860 Earnings before cumulative effect of accounting change attributable to common stock 18,530 12,940 13,750 35,660 Cumulative effect of accounting change --- --- 11,700 --- Earnings attributable to common stock, as adjusted $18,530 $12,940 $25,450 $35,660 Weighted average number of common shares outstanding during each period 55,270 56,110 55,330 56,310 Addition from assumed conversion of convertible debentures 10,000 --- * --- * --- * Addition from assumed exercise of stock options and warrants 1,760 2,400 1,760 2,420 Weighted average number of common shares and equivalents outstanding during each period --fully diluted basis 67,030 58,510 57,090 58,730 Fully diluted earnings per common and common equivalent share: Earnings before cumulative effect of accounting change $ .28 $ .22 $ .24 $ .61 Cumulative effect of accounting change -- -- .21 -- Earnings attributable to common stock $ .28 $ .22 $ .45 $ .61 Earnings per common share for the periods ended September 30, 1995 were computed based on the modified treasury stock method which results in an assumed interest expense reduction and incremental shares based on assumed conversion of all stock options and warrants and, in 1996, the treasury stock method. * Anti-dilutive EX-12 3 10-Q EXHIBIT 12 Exhibit 12 MASCOTECH, INC. Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (Dollars in thousands)
9 Months Ended Sept.30, For The Years Ended December 31 1996 1995 1994 1993 1992 1991 Earnings (Loss) Before Income Taxes and Fixed Charges: Income (loss) from continuing operations before income taxes (credit), extraordinary income (loss) and cumulative effect of accounting change $ 49,940 $100,280 $(264,490) $121,180 $ 68,250 $(12,470) Deduct equity in undistributed earnings of less-than-fifty- percent owned companies.... (23,450) (29,590) (23,350) (19,930) (21,760) (3,530) Add interest on indebtedness, net.......... 21,130 51,500 51,290 83,000 87,830 124,220 Add amortization of debt expense.................... 1,120 1,670 3,450 4,390 1,930 2,230 Estimated interest factor for rentals................ 4,840 7,070 6,220 5,550 5,740 5,220 Earnings (loss) before income taxes and fixed charges.... $ 53,580 $130,930 $(226,880) $194,190 $141,990 $115,670 Fixed Charges: Interest on indebtedness, net........................ $ 21,200 $ 51,690 $ 51,540 $ 83,110 $ 87,980 $124,370 Amortization of debt expense.................... 1,120 1,670 3,450 4,390 1,930 2,230 Estimated interest factor for rentals................ 4,840 7,070 6,220 5,550 5,740 5,220 Total fixed charges...... 27,160 60,430 61,210 93,050 95,650 131,820 Preferred stock dividend requirement (a)............ 16,200 21,970 14,630 25,860 17,140 11,350 Combined fixed charges and preferred stock dividends.. $ 43,360 $ 82,400 $ 75,840 $118,910 $112,790 $143,170 Ratio of earnings to fixed charges................ 2.0 2.2 -- (b) 2.1 1.5 .9(d) Ratio of earnings to combined fixed charges and preferred stock dividends.............. 1.2 1.6 -- (c) 1.6 1.3 .8(e) (a) Represents amount of income before provision for income taxes required to meet the preferred stock dividend requirements of the Company and its 50% owned companies. (b) 1994 results of operations are inadequate to cover fixed charges by $288,090. (c) 1994 results of operations are inadequate to cover combined fixed charges and preferred stock dividends by $302,720. (d) 1991 earnings are inadequate to cover fixed charges by $16,150. (e) 1991 earnings are inadequate to cover combined fixed charges and preferred stock dividends by $27,500.
EX-27 4 10-Q EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER 30, 1996 MASCOTECH, INC. FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1996 SEP-30-1996 48,500 0 192,380 0 79,240 412,300 690,120 (284,480) 1,239,170 191,650 456,160 0 10,800 55,250 360,960 1,239,170 1,009,770 1,009,770 834,820 834,820 31,520 0 20,640 49,940 26,470 23,470 0 0 11,700 35,170 .45 .45
-----END PRIVACY-ENHANCED MESSAGE-----