-----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, R8pdUMQY+SLeSHnRf1sdE3B6fFfZq3eBXl3y9ivRhKW7sCeTa9j6l5qKlECIDGot vHhIsbwTxRTUEFevjhj89g== 0000745448-97-000020.txt : 19970814 0000745448-97-000020.hdr.sgml : 19970814 ACCESSION NUMBER: 0000745448-97-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 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: 97658276 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 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 June 30, 1997 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 July 31, 1997 Common stock, par value $1 per share 47,559,000 MASCOTECH, INC. INDEX Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheet - June 30, 1997 and December 31, 1996 1 Consolidated Condensed Statements of Income for the Three and Six Months Ended June 30, 1997 and 1996 2 Consolidated Condensed Statement of Cash Flows for the Six Months Ended June 30, 1997 and 1996 3 Notes to Consolidated Condensed Financial Statements 4-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. Other Information and Signature 8-9 PART I. FINANCIAL INFORMATION Item 1. Financial Statements MASCOTECH, INC. CONSOLIDATED CONDENSED BALANCE SHEET June 30, 1997 and December 31, 1996 (Dollars in thousands) June 30, December 31, ASSETS 1997 1996 Current assets: Cash and cash investments $ 39,680 $ 19,400 Marketable securities 48,440 37,760 Receivables 125,160 127,530 Inventories 70,960 69,640 Deferred and refundable income taxes 36,790 39,180 Prepaid expenses and other assets 12,520 14,480 Net current assets of businesses held for disposition --- 85,980 Total current assets 333,550 393,970 Equity and other investments in affiliates 344,160 282,470 Property and equipment, net 398,320 388,460 Excess of cost over net assets of acquired companies 68,520 69,140 Notes receivable and other assets 71,730 72,090 Net non-current assets of businesses held for disposition --- 22,850 Total assets $1,216,280 $1,228,980 LIABILITIES Current liabilities: Accounts payable $ 59,710 $ 58,170 Accrued liabilities 102,370 96,910 Current portion of long-term debt 2,320 3,370 Total current liabilities 164,400 158,450 Long-term debt held by Masco Corporation 151,380 151,380 Other long-term debt 237,720 291,020 4 1/2% convertible subordinated debentures, due 2003 310,000 310,000 Deferred income taxes and other long-term liabilities 155,780 153,170 Total liabilities 1,019,280 1,064,020 SHAREHOLDERS' EQUITY Preferred stock, $1 par, shares authorized: 25 million; outstanding: 10.8 million in 1996 --- 10,800 Common stock, $1 par, shares authorized: 250 million; outstanding: 47.3 million and 37.3 million 47,300 37,250 Paid-in capital 32,050 41,080 Retained earnings 111,380 61,060 Other 6,270 14,770 Total shareholders' equity 197,000 164,960 Total liabilities and shareholders' equity $1,216,280 $1,228,980
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 Six Months Ended June 30, 1997 and 1996 (Dollars in thousands except per share amounts)
Three Months Ended Six Months Ended June 30 June 30 1997 1996 1997 1996 Net sales $ 233,040 $ 345,060 $ 466,480 $ 718,980 Cost of sales (179,050) (287,130) (356,190) (599,610) Selling, general and administrative expenses (22,840) (33,830) (45,550) (71,360) Charge for disposition of businesses, net --- (29,520) --- (31,520) Operating profit (loss) 31,150 (5,420) 64,740 16,490 Other income (expense), net: Interest expense, Masco Corporation (2,500) --- (4,970) --- Other interest expense (7,550) (6,840) (14,790) (14,760) Equity and interest income from affiliates 14,190 11,700 25,450 18,340 Gain from change in investment of an equity affiliate --- --- 13,210 --- Other income (expense), net 5,510 140 11,240 (2,600) 9,650 5,000 30,140 980 Income (loss) before income taxes and cumulative effect of accounting change, net 40,800 (420) 94,880 17,470 Income taxes 16,150 6,240 37,570 13,390 Income (loss) before cumulative effect of accounting change, net 24,650 (6,660) 57,310 4,080 Cumulative effect of accounting change, net --- --- --- 11,700 Net income (loss) $ 24,650 $ (6,660) $ 57,310 $ 15,780 Preferred stock dividends $ 3,000 $ 3,240 $ 6,240 $ 6,480 Earnings (loss) attributable to common stock $ 21,650 $ (9,900) $ 51,070 $ 9,300 Earnings (loss) per common and common equivalent share: Primary: Earnings (loss) before cumulative effect of accounting change, net $ .50 $(.18) $1.16 $(.04) Cumulative effect of accounting change, net -- -- -- .20 Earnings (loss) attributable to common stock $ .50 $(.18) $1.16 $ .16 Fully diluted: Earnings (loss) before cumulative effect of accounting change, net $ .46 $(.18) $1.04 $(.04) Cumulative effect of accounting change, net -- -- -- .20 Earnings (loss) attributable to common stock $ .46 $(.18) $1.04 $ .16 Cash dividends declared $ .05 $ .04 $ .10 $ .08
The accompanying notes are an integral part of the consolidated condensed financial statements. 2 MASCOTECH, INC. CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 1997 and 1996 (Dollars in thousands)
Six Months Ended June 30 1997 1996 CASH FROM (USED FOR): OPERATIONS: Net cash from earnings $ 30,600 $ 44,320 Decrease in inventories 4,850 7,830 Decrease (increase) in receivables 3,690 (2,890) Increase in accounts payable and accrued liabilities 8,450 11,140 Other, net (2,770) 29,720 Net cash from operating activities 44,820 90,120 FINANCING: Payment of debt (57,360) (257,650) Increase in debt 3,000 720 Retirement of Company Common Stock (3,380) (6,140) Retirement of preferred stock (8,360) --- Payment of preferred stock dividends (6,480) (6,480) Payment of common stock dividends (3,750) (4,430) Other, net (2,780) 1,920 Net cash (used for) financing activities (79,110) (272,060) INVESTMENTS: Capital expenditures (18,890) (19,550) Cash from sale of businesses, net 76,560 198,020 Acquisition of business (11,100) (4,470) Receipt of cash from notes receivable --- 8,610 Other, net 8,000 400 Net cash from investing activities 54,570 183,010 CASH AND CASH INVESTMENTS: Increase for the six months 20,280 1,070 At January 1 19,400 16,380 At June 30 $ 39,680 $ 17,450 Supplemental Cash Flow Information: Net cash paid (refunded) during the period for: Interest $ 21,800 $ 8,680 Income taxes $ 17,530 $(23,150)
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 June 30, 1997 and the results of operations for the three and six months ended June 30, 1997 and 1996 and cash flows for six months ended June 30, 1997 and 1996. In addition, the balance sheet as of December 31, 1996 reflects the segregation of net current and net non- current assets related to the disposition of the Company's Technical Services Group. Primary earnings per common share were computed based on 49.0 million and 55.4 million weighted average common shares and common equivalent shares outstanding for the three months ended June 30, 1997 and 1996, respectively. Primary earnings per common share were computed based on 49.5 million and 56.6 million weighted average common shares and common equivalent shares outstanding for the six months ended June 30, 1997 and 1996, respectively. The convertible preferred stock, redeemed for Company Common Stock on June 27, 1997, met the criteria for inclusion as a common stock equivalent for the three and six months ended June 30, 1997. If such conversion had taken place at the beginning of 1997, the primary earnings per common share amounts would have approximated the amounts presented, for the three and six months ended June 30, 1997, respectively. Fully diluted earnings per common share are presented for the three and six months ended June 30, 1997 since the assumed conversion of convertible securities is dilutive. Fully diluted earnings per common share were calculated based on 59.0 million and 59.5 million weighted average common shares outstanding for the three and six months ended June 30, 1997. Convertible securities did not have a dilutive effect on earnings (loss) per common share for the three and six months ended June 30, 1996. B. Inventories by component are as follows (in thousands): June 30, December 31, 1997 1996 Finished goods $ 20,430 $ 21,020 Work in process 21,250 20,360 Raw materials 29,280 28,260 $ 70,960 $ 69,640 C. Property and equipment, net reflects accumulated depreciation of $262 million and $252 million at June 30, 1997 and December 31, 1996, respectively. D. In the first quarter of 1997, the Company completed the sale of its Technical Services Group (comprised of the Company's engineering and technical business services units) to MSX International, Inc. ("MSXI"). Also included in this transaction were the net assets of APX International, which were acquired by the Company in November, 1996 for approximately $44 million. The sale resulted in total proceeds to the Company of approximately $145 million consisting principally of cash, subordinated debentures, preferred stock and an approximate 45 percent common equity interest in MSXI. The excess of the consideration received by the Company over the book value of the related assets, approximately $35 million, has been accounted for as a reduction in the carrying value of the Company's investment in MSXI, and will be recognized when additional cash is realized from the non-cash proceeds received in the transaction. E. In the first quarter of 1997, TriMas Corporation ("TriMas"), an equity affiliate, issued stock as a result of the redemption of a convertible debt instrument. The Company recognized pre-tax income of approximately $13 million (approximately $.13 per common share after-tax) as a result of the change in the Company's equity ownership in TriMas. 4 MASCOTECH, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued) F. On June 20, 1997, the Company announced that it had signed a Memorandum of Understanding with Teksid S.p.A. concerning a possible acquisition by the Company of certain businesses of Teksid's Steel Components Division. It is contemplated that the businesses, with 1996 sales of approximately $150 million, would be spun-off from Teksid and contributed to newly formed companies in which Teksid would retain a participation. The transaction is subject to the completion of due diligence, the execution of a definitive agreement, regulatory approvals, and approval by the respective Boards of Directors and is not expected to close until late 1997. G. The Company completed the redemption of all remaining issued and outstanding shares of its $1.20 Convertible Preferred Stock ("DECS") on June 27, 1997. Holders of DECS shares, which were surrendered for redemption, received in exchange for each share of DECS .955 percent of a share of the Company's Common Stock, par value $1.00 per share, resulting in the issuance of approximately 10 million shares of Company Common Stock. H. The Company has limited involvement with derivative financial instruments, and does not use derivatives for trading purposes. The derivatives, principally consisting of S&P 500 futures contracts, are intended to reduce the market risk associated with the Company's marketable equity securities portfolio. Derivatives are carried at market value and changes in market value of outstanding futures contracts are recognized as incurred. The Company's investment in futures contracts increases in value as a result of decreases in the underlying stock index and decreases in value when the underlying stock index increases. The contracts are financial instruments (with off balance sheet market risk), as they are required to be settled in cash. At June 30, 1997, the notional amount of the derivatives was $18 million. The notional amounts do not represent the amounts exchanged by the parties, and thus are not a measure of the exposure of the Company through its use of derivatives. The Company's market risk is subject to the price differential between the future contract market value and future contract cost. Futures contracts trade on organized exchanges, and as a result, settlement of such contracts has little credit risk. Initial margin requirements are met in cash or other instruments, and changes in the contract values are settled periodically. Initial margin requirements are recorded as cash investments in the balance sheet. Futures contracts are short-term in nature, usually less than six months. Related gains and losses are reported as income or loss in other income (expense) as part of marketable securities portfolio gain or loss. The Company recognized net gains from its marketable securities portfolio and S&P 500 futures contracts of approximately $4 million in the quarter ended June 30, 1997. I. The Company expects that Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share," will not have a material impact on its fully diluted earnings per share calculation when adopted at December 31, 1997. 5 MASCOTECH, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (concluded) J. The following presents combined supplemental financial data of the Company and TriMas as one entity, with MascoTech as the parent company. The Company had an equity ownership interest in TriMas of approximately 37 percent and 41 percent at June 30, 1997 and June 30, 1996, respectively. Intercompany transactions have been eliminated. Approximate combined condensed financial data are as follows (in thousands): June 30 1997 1996 Current assets $ 629,690 $ 655,000 Current liabilities (227,920) (231,320) Working capital 401,770 423,680 Property and equipment, net 592,970 581,320 Excess of cost over net assets of acquired companies 177,130 152,380 Other assets 329,670 278,240 Long-term debt (772,700) (635,780) Deferred income taxes and other long-term liabilities (197,950) (173,550) Equity of the other shareholders of TriMas (333,890) (214,560) Equity of shareholders of MascoTech $ 197,000 $ 411,730 Net sales $ 811,280 $1,024,580 Operating profit $ 125,850 $ 71,550 Cumulative effect of accounting change $ --- $ 11,700 Net income $ 57,310 $ 15,780 Earnings attributable to common stock $ 51,070 $ 9,300 6 MASCOTECH, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sales of the Company's core transportation-related businesses, aided by an acquisition, increased approximately five percent to approximately $233 million in the second quarter of 1997 from $223 million in 1996. The Company's reported consolidated sales for the 1996 second quarter of approximately $345 million include the results of certain businesses which have been disposed, as previously announced. Sales of the Company's core transportation-related businesses, aided by an acquisition, increased approximately five percent to approximately $466 million for the six months ended June 30, 1997 from approximately $443 million in 1996. The Company's reported consolidated sales for the six month period ended June 30, 1996 of approximately $719 million include the results of certain businesses which have been disposed, as previously announced. Income after preferred stock dividends in the second quarter of 1997 was approximately $21.7 million or a record $.46 per common share for the quarter. In the second quarter of 1996, net loss after preferred stock dividends was $9.9 million or $.18 per common share, including losses relating to the disposition of MascoTech Stamping Technologies, Inc. (MSTI). Excluding the losses related to MSTI, earnings per common share would have been approximately $.29 for the second quarter of 1996. Operating profit for the Company's core businesses before general corporate expense for the six months and three months ended June 30, 1997 was approximately $75 million and $36 million, respectively, as compared with $65 million and $34 million for the comparable periods in 1996. The Company's results for second quarter 1997 were negatively impacted by work stoppages at certain North American vehicle manufacturers that resulted in reduced sales volume and profits. The negative impact of the work stoppages on the Company's results for the second quarter was offset by net gains from the Company's marketable securities portfolio of approximately $.04 per common share. Results for the six month period ended June 30, 1997 benefitted from pre- tax gains aggregating approximately $22 million (approximately $.22 per common share after-tax) as a result of an equity transaction by an affiliate of the Company and gains from the Company's marketable securities portfolio. Results for the six month period ended June 30, 1996 benefitted from the required adoption of an accounting change, which resulted in after-tax income of $11.7 million or approximately $.20 per common share. The Company completed the redemption of all remaining issued and outstanding shares of its $1.20 Convertible Preferred Stock ("DECS") on June 27, 1997. Holders of DECS shares, which were surrendered for redemption, received in exchange for each share of DECS .955 percent of a share of the Company's Common Stock, par value $1.00 per share, resulting in the issuance of approximately 10 million shares of Company Common Stock. In the first quarter of 1997, the Company completed the sale of its Technical Services Group (comprised of the Company's engineering and technical business services units) to MSX International, Inc. ("MSXI"). Also included in this transaction were the net assets of APX International, which were acquired by the Company in November, 1996 for approximately $44 million. The sale resulted in total proceeds to the Company of approximately $145 million consisting principally of cash, subordinated debentures, preferred stock and an approximate 45 percent common equity interest in MSXI. The excess of the consideration received by the Company over the book value of the related assets, approximately $35 million, has been accounted for as a reduction in the carrying value of the Company's investment in MSXI, and will be recognized when additional cash is realized from the non-cash proceeds received in the transaction. Equity and interest income from affiliates increased in the second quarter of 1997 as compared to the second quarter of 1996 principally as a result of increased earnings from equity affiliates and the MSXI transaction. The Company declared and paid a cash dividend of $.05 per common share in the second quarter of 1997. The Board of Directors declared a dividend of $.06 per common share, a 20 percent increase in the quarterly dividend rate, on July 10, 1997 payable on August 18, 1997. Additional borrowings available under the Company's amended revolving credit agreement and otherwise, and anticipated internal cash flows are expected to provide sufficient liquidity to fund the Company's foreseeable working capital, acquisitions, capital expansion programs, dividends, any stock repurchases and other investment needs. At June 30, 1997, current assets were approximately two times current liabilities. 7 PART II. OTHER INFORMATION MASCOTECH, INC. Items 1, 2, 3, and 5 are not applicable. Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of shareholders was held on May 20, 1997 at which the two nominees for the Company's Board of Directors identified in the Company's proxy statement dated April 25, 1997 were elected, the 1997 Non-Employee Directors Stock Plan was approved, the 1997 Annual Incentive Compensation Plan was approved, the Amendment of the 1991 Long Term Stock Incentive Plan was approved, and the Board of Directors recommendation of Coopers & Lybrand L.L.P. as independent auditors for the Company for the year 1997 was approved. The following is a tabulation of shares voted: Election of Directors John A. Morgan (1) William K. Howenstein For 35,813,252 36,370,281 Withheld 727,761 170,732 (1) Re-elected Approval of 1997 Non-Employee Directors Stock Plan For 29,812,768 Against 6,506,906 Abstain 221,339 Approval of 1997 Annual Incentive Compensation Plan For 35,808,112 Against 480,250 Abstain 252,651 Approval of Amendment of the 1991 Long Term Stock Incentive Plan For 35,805,325 Against 503,346 Abstain 232,342 Ratification of the Selection of Coopers & Lybrand L.L.P. as Independent Auditors for the Company for the Year 1997 For 36,331,438 Against 87,263 Abstain 122,312 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 June 11, 1997 reporting under Item 5 "Other Events" and Item 7 exhibits for the possible acquisition of certain businesses of Teksid's Steel Components Division and the June 27, 1997 redemption of all remaining issued and outstanding shares of the registrant's $1.20 Convertible Preferred Stock ("DECS"). 8 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: August 13, 1997 By: /s/Timothy Wadhams Timothy Wadhams Vice President - Controller and Treasurer (Chief accounting officer and authorized signatory) 9 MASCOTECH, INC. EXHIBIT INDEX Exhibit Sequential Page No. Exhibit 11 Computation of Earnings Per Common Share - Primary and Fully Diluted 11-12 Exhibit 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 13 Exhibit 27 Financial Data Schedule 14 EX-11 2 Exhibit 11 MASCOTECH, INC. Computation of Earnings Per Common Share Primary and Fully Diluted (In thousands except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 PRIMARY: Income (loss) before cumulative effect of accounting change $24,650 $(6,660) $57,310 $ 4,080 Preferred stock dividends 3,000 3,240 6,240 6,480 Income (loss) before cumulative effect of accounting change attributable to common stock 21,650 (9,900) 51,070 (2,400) Add convertible preferred stock dividends 3,000 --- (A) 6,240 --- (A) Earnings (loss) before cumulative effect of accounting change attributable to common stock 24,650 (9,900) 57,310 (2,400) Cumulative effect of accounting change --- --- --- 11,700 Earnings (loss) attributable to common stock, as adjusted $24,650 $(9,900) $57,310 $ 9,300 Weighted average number of common shares outstanding during each period 37,890 55,390 37,680 55,360 Addition from assumed exercise of stock options and warrants 1,290 --- (A) 1,280 1,210 Addition from assumed conversion of preferred stock at conversion date 9,820 --- (A) 10,500 --- (A) Weighted average number of common shares and equivalents outstanding during each period-without dilution 49,000 55,390 49,460 56,570 Primary earnings (loss) per common and common equivalent share: Earnings (loss) before cumulative effect of accounting change $ .50 $(.18) $1.16 $(.04) Cumulative effect of accounting change -- -- -- .20 Earnings (loss) attributable to common stock $ .50 $(.18) $1.16 $ .16
Earnings per common share for the periods ended June 30, 1997 and 1996 were computed based on the treasury stock method. For the three months ended June 30, 1997, the additional weighted average shares from assumed conversion of preferred stock was computed using the average common stock price through the conversion date. For the six months ended June 30, 1997, additional weighted average shares was computed assuming conversion of preferred stock on a one-to-one basis at the conversion date. (A) Anti-dilutive in 1996. Exhibit 11 MASCOTECH, INC. Computation of Earnings Per Common Share Primary and Fully Diluted (In thousands except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 FULLY DILUTED: Income (loss) before cumulative effect of accounting change $24,650 $(6,660) $57,310 $ 4,080 Preferred stock dividends 3,000 3,240 6,240 6,480 Income (loss) attributable to common stock 21,650 (9,900) 51,070 (2,400) Add after-tax convertible debenture related expenses 2,380 --- (A) 4,760 --- (A) Add convertible preferred stock dividends 3,000 --- (A) 6,240 --- (A) Earnings (loss) before cumulative effect of accounting change attributable to common stock $27,030 $(9,900) $62,070 $(2,400) Cumulative effect of accounting change --- --- --- 11,700 Earnings (loss) attributable to common stock, as adjusted $27,030 $(9,900) $62,070 $ 9,300 Weighted average number of common shares outstanding during each period 37,890 55,390 37,680 55,360 Addition from assumed conversion of convertible debentures 10,000 --- (A) 10,000 --- (A) Addition from assumed exercise of stock options and warrants 1,310 --- (A) 1,340 1,630 Addition from assumed conversion of preferred stock at conversion date 9,820 --- (A) 10,500 --- (A) Weighted average number of common shares and equivalents outstanding during each period -fully diluted basis 59,020 55,390 59,520 56,990 Fully diluted earnings (loss) per common and common equivalent share: Earnings (loss) before cumulative effect of accounting change $ .46 $(.18) $1.04 $(.04) Cumulative effect of accounting change -- -- -- .20 Earnings (loss) attributable to common stock $ .46 $(.18) $1.04 $ .16
Earnings per common share for the periods ended June 30, 1997 and 1996 were computed based on the treasury stock method. For the three months ended June 30, 1997, the additional weighted average shares from assumed conversion of preferred stock was computed using the average common stock price through the conversion date. For the six months ended June 30, 1997, additional weighted average shares was computed assuming conversion of preferred stock on a one-to-one basis at the conversion date. (A) Anti-dilutive in 1996. EX-12 3 Exhibit 12
MASCOTECH, INC. Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (Dollars in thousands) 6 Months Ended June 30, For The Years Ended December 31 1997 1996 1995 1994 1993 1992 Earnings (Loss) Before Income Taxes and Fixed Charges: Income (loss) from continuing operations before income taxes (credit), extraordinary item and cumulative effect of accounting change, net..... $ 94,880 $ 77,220 $100,280 $(264,490) $121,180 $ 68,250 Deduct equity in undistributed earnings of less-than-fifty- percent owned companies.... (30,870) (31,650) (29,590) (23,350) (19,930) (21,760) Add interest on indebtedness, net.......... 19,820 30,350 51,500 51,290 83,000 87,830 Add amortization of debt expense.................... 440 1,490 1,670 3,450 4,390 1,930 Estimated interest factor for rentals................ 1,120 6,350 7,070 6,220 5,550 5,740 Earnings (loss) before income taxes and fixed charges.... $ 85,390 $ 83,760 $130,930 $(226,880) $194,190 $141,990 Fixed Charges: Interest on indebtedness, net........................ $ 19,880 $ 30,590 $ 51,690 $ 51,540 $ 83,110 $ 87,980 Amortization of debt expense.................... 440 1,490 1,670 3,450 4,390 1,930 Estimated interest factor for rentals................ 1,120 6,350 7,070 6,220 5,550 5,740 Total fixed charges...... 21,440 38,430 60,430 61,210 93,050 95,650 Preferred stock dividend requirement (a)............ 10,330 21,570 21,970 14,630 25,860 17,140 Combined fixed charges and preferred stock dividends.. $ 31,770 $ 60,000 $ 82,400 $ 75,840 $118,910 $112,790 Ratio of earnings to fixed charges................ 4.0 2.2 2.2 -- (b) 2.1 1.5 Ratio of earnings to combined fixed charges and preferred stock dividends.............. 2.7 1.4 1.6 -- (c) 1.6 1.3 (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.
EX-27 4
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30, 1997 MASCOTECH, INC. 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1997 JUN-30-1997 39,680 48,440 125,160 0 70,960 333,550 660,770 262,450 1,216,280 164,400 699,100 0 0 47,300 149,700 1,216,280 466,480 466,480 356,190 356,190 0 0 19,760 94,880 37,570 57,310 0 0 0 57,310 1.16 1.04
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