---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-Q

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | --------------------------------------------------------------------------------------

For the Quarterly Period Ended April 1, 2000
OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD
FROM  TO

COMMISSION FILE NUMBER 0-13198

---

MORTON INDUSTRIAL GROUP, INC.(Exact name of registrant as specified in its charter)

|Georgia(State or other jurisdiction of
Incorporation or organization) |  | 38-0811650(IRS Employer
Identification No.)
|--------------------------------------------------------------------- |  | -------------------------------------------

1021 W. Birchwood, Morton, Illinois 61550(Address of principal executive offices)

(309) 266-7176(Registrant's telephone number, including area code)

---

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes /x/ No / /

|                                     |  | Outstanding as of
April 14, 2000
|------------------------------------ |  | --------------------------------
|Class A Common Stock, $.01 par value |  | 4,304,745                       
|Class B Common Stock, $.01 par value |  | 200,000                         

---

---



## 

PART 1FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MORTON INDUSTRIAL GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended April 1, 2000 and April 3, 1999
(Dollars In Thousands, Except Per Share Data) (Unaudited)

|                                                                             |  | Three Months Ended |          
|---------------------------------------------------------------------------- |  | ------------------ | ---------
|
|Net sales                                                                    |  | $                  | 73,094   
|Cost of sales                                                                |  |                    | 62,325   
|                                                                             |  |                    |          
|Gross profit                                                                 |  |                    | 10,769   
|                                                                             |  |                    |          
|Operating expenses                                                           |  |                    |          
|Selling expenses                                                             |  |                    | 1,499    
|Administrative expenses                                                      |  |                    | 4,980    
|                                                                             |  |                    |          
|Total operating expenses                                                     |  |                    | 6,479    
|                                                                             |  |                    |          
|Operating income (loss)                                                      |  |                    | 4,290    
|                                                                             |  |                    |          
|Other                                                                        |  |                    |          
|Interest expense                                                             |  |                    | (2,591   
|Miscellaneous                                                                |  |                    | 12       
|                                                                             |  |                    |          
|Total other                                                                  |  |                    | (2,579   
|                                                                             |  |                    |          
|Income (loss) before income taxes and cumulative effect of accounting change |  |                    | 1,711    
|Income taxes                                                                 |  |                    | 660      
|                                                                             |  |                    |          
|Income (loss) before cumulative effect of accounting change                  |  |                    | 1,051    
|Cumulative effect of accounting change                                       |  |                    |         
|                                                                             |  |                    |          
|Net income (loss)                                                            |  |                    | 1,051    
|Accretion of discount on preferred shares                                    |  |                    | (198     
|                                                                             |  |                    |          
|Net income (loss) available to common shareholders                           |  | $                  | 853      
|                                                                             |  |                    |          
|Earnings (loss) per common share                                             |  |                    |          
|Basic                                                                        |  | $                  | .19      
|                                                                             |  |                    |          
|Diluted                                                                      |  | $                  | .18      
|                                                                             |  |                    |          
|Weighted average number of common shares                                     |  |                    |          
|Basic                                                                        |  |                    | 4,504,745
|                                                                             |  |                    |          
|Diluted                                                                      |  |                    | 4,655,662
|                                                                             |  |                    |          

See
accompanying notes to condensed consolidated financial statements.

1



## 

MORTON INDUSTRIAL GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS April 1, 2000 and December 31, 1999 (Dollars In Thousands)

|                                                                                                             |  | April 1, 2000 |         | December 31, 1999 |  
|------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | ----------------- | -
|
|ASSETS                                                                                                       |  |               |         |                   |  
|Current Assets                                                                                               |  |               |         |                   |  
|Cash                                                                                                         |  | $             |        |                   | $
|Accounts, notes and other receivables, less allowance for
doubtful accounts of $387 in 2000 and $320 in 1999 |  |               | 37,358  |                   |  
|Inventories                                                                                                  |  |               | 23,265  |                   |  
|Prepaid expenses                                                                                             |  |               | 1,770   |                   |  
|Refundable income taxes                                                                                      |  |               | 63      |                   |  
|Deferred income taxes                                                                                        |  |               | 1,320   |                   |  
|                                                                                                             |  |               |         |                   |  
|Total current assets                                                                                         |  |               | 63,776  |                   |  
|                                                                                                             |  |               |         |                   |  
|Deferred income taxes                                                                                        |  |               | 3,986   |                   |  
|                                                                                                             |  |               |         |                   |  
|Property, plant and equipment, net of accumulated depreciation                                               |  |               | 55,702  |                   |  
|                                                                                                             |  |               |         |                   |  
|Other, primarily goodwill, at amortized cost                                                                 |  |               | 11,531  |                   |  
|                                                                                                             |  |               |         |                   |  
|                                                                                                             |  | $             | 134,995 |                   | $
|                                                                                                             |  |               |         |                   |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                        |  |               |         |                   |  
|Current Liabilities                                                                                          |  |               |         |                   |  
|Outstanding checks in excess of bank balance                                                                 |  | $             | 3,077   |                   | $
|Notes payable to banks                                                                                       |  |               | 26,083  |                   |  
|Current installments of long-term debt, obligations under
capital leases and covenants payable               |  |               | 8,524   |                   |  
|Accounts payable                                                                                             |  |               | 31,427  |                   |  
|Other accrued expenses                                                                                       |  |               | 5,978   |                   |  
|                                                                                                             |  |               |         |                   |  
|Total current liabilities                                                                                    |  |               | 75,089  |                   |  
|Long-term debt, excluding current installments                                                               |  |               | 57,132  |                   |  
|Other                                                                                                        |  |               | 300     |                   |  
|                                                                                                             |  |               |         |                   |  
|Total liabilities                                                                                            |  |               | 132,521 |                   |  
|                                                                                                             |  |               |         |                   |  
|Redeemable preferred stock                                                                                   |  |               | 5,577   |                   |  
|                                                                                                             |  |               |         |                   |  
|Stockholders' Deficit                                                                                        |  |               |         |                   |  
|Class A common stock                                                                                         |  |               | 43      |                   |  
|Class B common stock                                                                                         |  |               | 2       |                   |  
|Additional paid-in capital                                                                                   |  |               | 19,981  |                   |  
|Retained deficit                                                                                             |  |               | (23,129 | )                 |  
|                                                                                                             |  |               |         |                   |  
|Total stockholders' deficit                                                                                  |  |               | (3,103  | )                 |  
|                                                                                                             |  |               |         |                   |  
|                                                                                                             |  | $             | 134,995 |                   | $
|                                                                                                             |  |               |         |                   |  

See
accompanying notes to condensed consolidated financial statements.

2



## 

MORTON INDUSTRIAL GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW For the Three Months Ended April 1, 2000 and April 3, 1999
(Dollars In Thousands) (Unaudited)

|                                                            |  | 2000 |        | 1999 |  
|----------------------------------------------------------- |  | ---- | ------ | ---- | -
|Net cash provided by (used in) operating activities         |  | $    | (1,335 | )    | $
|                                                            |  |      |        |      |  
|Cash flows from investing activities                        |  |      |        |      |  
|Capital expenditures                                        |  |      | (1,402 | )    |  
|                                                            |  |      |        |      |  
|Net cash (used in) investing activities                     |  |      | (1,402 | )    |  
|                                                            |  |      |        |      |  
|Cash flows from financing activities                        |  |      |        |      |  
|Net borrowings (repayments) under revolving credit facility |  |      | 4,524  |      |  
|Principal payments on long-term debt                        |  |      | (3,741 | )    |  
|Increase in checks issued in excess of bank balance         |  |      | 1,954  |      |  
|Other                                                       |  |      |       |      |  
|                                                            |  |      |        |      |  
|Net cash provided by financing activities                   |  |      | 2,737  |      |  
|                                                            |  |      |        |      |  
|Net increase (decrease) in cash                             |  |      |       |      |  
|Cash at beginning of period                                 |  |      |       |      |  
|                                                            |  |      |        |      |  
|Cash at end of period                                       |  | $    |       |      | $
|                                                            |  |      |        |      |  
|Supplemental disclosure of cash flow information            |  |      |        |      |  
|Cash paid during the period for:                            |  |      |        |      |  
|Interest                                                    |  | $    | 2,599  |      | $
|                                                            |  |      |        |      |  
|Income taxes                                                |  | $    | 17     |      | $
|                                                            |  |      |        |      |  

See
accompanying notes to condensed consolidated financial statements.

3



MORTON INDUSTRIAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended April 1, 2000 and April 3, 1999

(Unaudited)

(1)  Nature of Business.

The Company, operating through its subsidiaries, is a contract manufacturer and supplier of high-quality fabricated sheet metal and plastic
components and subassemblies for construction, agricultural, and industrial equipment manufacturers located primarily in the Midwestern and Southeastern United States.

(2)  Interim Financial Data.

The Condensed Consolidated Financial Statements at April 1, 2000, and April 3, 1999, and for the quarters then ended are unaudited and reflect
all adjustments, consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair presentation of the financial position, operating results, and cash flows for the
interim periods indicated. The Company's fiscal quarters end on a Saturday (nearest to a quarter end) except for the fourth quarter which ends on December 31. For both the quarters ended
April 1, 2000, and April 3, 1999, there were 65 shipping days. Results of operations for the interim periods are not necessarily indicative of the results of operations for the full
fiscal year. The condensed consolidated financial statements should be read in connection with the consolidated financial statements and notes thereto, together with management's discussion and
analysis of financial condition and results of operations of Morton Industrial Group, Inc. contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

|                                                           |  | April 1, 2000 |        | December 31, 1999 |  
|---------------------------------------------------------- |  | ------------- | ------ | ----------------- | -
|Raw materials, purchased parts and manufactured components |  | $             | 10,638 |                   | $
|Work-in-process                                            |  |               | 3,110  |                   |  
|Finished goods                                             |  |               | 9,957  |                   |  
|                                                           |  |               |        |                   |  
|                                                           |  |               | 23,705 |                   | $
|Less allowance for obsolescence                            |  |               | (440   | )                 |  
|                                                           |  |               |        |                   |  
|                                                           |  | $             | 23,265 |                   |  
|                                                           |  |               |        |                   |  

4





(5)  Earnings Per Share.

The following reflects the reconciliation of the numerators and denominators of the earnings per share and the earnings per share assuming dilution
computations:

|                                                       |  |   |         |  |           | Quarter Ended April 3, 1999 |   |     | 
|------------------------------------------------------ |  | - | ------- |  | --------- | --------------------------- | - | --- | 
|
|
|Basic income (loss) available to common
shareholders   |  | $ | 853,000 |  | 4,504,745 |                             | $ | .19 | 
|Effect of dilutive securities, stock options           |  |   |         |  | 150,917   |                             |   |     | 
|                                                       |  |   |         |  |           |                             |   |     | 
|Diluted income (loss) available to common shareholders |  |   |         |  | 4,655,662 |                             | $ | .18 | 
|                                                       |  |   |         |  |           |                             |   |     | 

The first quarter, 1999 net (loss) includes a cumulative effect of accounting change, net of state income tax benefit, of $(1,074). The following table reflects the three month impact on basic (loss)
per share of the cumulative effect of accounting change:

|                                                     |  |   |     
|---------------------------------------------------- |  | - | ----
|(Loss) before cumulative effect of accounting change |  | $ | (.17
|Cumulative effect of accounting change               |  |   | (.26
|                                                     |  |   |     
|Net (loss)                                           |  | $ | (.43
|                                                     |  |   |     

(6)  Segment Reporting.

The Company has two reportable segments, contract metal fabrication and contract plastic fabrication. The contract metal fabrication segment provides full
service fabrication of parts and sub-assemblies for the construction, agricultural and industrial equipment industry. The contract plastic fabrication segment provides
full-service vacuum formed and injected-molded parts and sub-assemblies for the construction, agricultural and industrial equipment industry. The following segment data is for
the quarters ended April 1, 2000 and April 3, 1999:

|                                 |  | Contract Metal
Fabrication |        | Contract Plastic
Fabrication |   | Total 
|-------------------------------- |  | -------------------------- | ------ | ---------------------------- | - | ------
|Quarter Ended April 1, 2000      |  |                            |        |                              |   |       
|Revenues from external customers |  | $                          | 40,958 |                              | $ | 32,136
|Segment operating income         |  |                            | 3,718  |                              |   | 572   
|Quarter Ended April 3, 1999      |  |                            |        |                              |   |       
|Revenues from external customers |  | $                          | 26,939 |                              | $ | 12,420
|Segment operating income         |  |                            | 675    |                              |   | 174   

5



## 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis describes changes in the Company's financial condition since December 31, 1999. The analysis of results of
operations compares the quarters ended April 1, 2000 and April 3, 1999.

RESULTS OF OPERATIONS

FIRST QUARTER, 2000 VERSUS FIRST QUARTER, 1999

Revenues for the first quarter, 2000 were $73.1 million compared to $39.4 million for the first quarter of 1999, an increase of
$33.7 million, or 85.5%. As described in note 3 of Part I, the Company made an acquisition during the second quarter of 1999 that has provided incremental revenue during the first
quarter, 2000, of approximately $25.9 million. A revenue increase of approximately $13.4 million from the facilities owned in the first quarter of both years is attributable primarily to
new projects which started in production in late 1999. The reduced demand for agricultural components that began late in 1998 is continuing into the year 2000. This reduced demand caused customers to
shut down certain manufacturing plants for extended periods during 1999, and it is anticipated that occasional shutdowns may occur from time-to-time in 2000.

Sales
to Deere & Company and Caterpillar Inc., were approximately 56% and 79% of the Company's revenues for the first quarters, 2000 and 1999, respectively.

The
Company's gross profits for the first quarter, 2000 increased by approximately $5.1 million, an increase of 90.4%, versus the same three months in 1999. The overall gross
profit percentage increased from 14.4% for the first quarter of 1999 to 14.7% for the first quarter of 2000. The incremental gross profits from acquisitions were approximately $3.2 million, and
provided a gross margin percentage of approximately 12.4%. For the locations existing in the first quarters of both years, an increase in gross profit of approximately $1.9 million resulted
primarily from the additional revenue associated with new projects discussed above.

Selling
and administrative expenses for the first quarter, 2000 amounted to $6.5 million, or 8.9% of net sales compared to $4.8 million, or 12.2% of net sales for the
first quarter of 1999. The dollar increase is related primarily to the facilities acquired during the second quarter of 1999. The first quarter, 1999, included a refinancing cost of $575,000, or 1.5%
of sales.

Interest
expense for the first quarter, 2000 was $2.6 million, an increase of $1.0 million compared to the first quarter of 1999. This increase was due primarily to
higher average amounts of outstanding debt related to the 1999 acquisition.

For
the first quarter of 2000, $660,000 of income taxes were provided on pre-tax income of $1.7 million; the effective rate is approximately 38.5%. For the first
quarter of 1999, no income benefit was provided on pre-tax loss of $0.7 million. The additional net operating loss carryforward created in the first quarter of 1999 was offset by an
increase in the valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES

The Company's consolidated working capital at April 1, 2000 was $(11.3) million compared to $(11.8) million at December 31, 1999. This represents
an increase in working capital of approximately $0.5 million.

We
have two separate credit facilities. The first facility is with Harris Trust and Savings Bank (Harris), and serves the company's operations other than the operations acquired from
Worthington Custom Plastics, Inc. (Worthington). The second facility, with General Electric Capital Corporation (GECC), serves the operations acquired from Worthington during the second
quarter, 1999. These facilities are separate and provide financing for the named operations. The two credit facilities are separately secured.

6



On
May, 28, 1998, we entered into a credit agreement with Harris, as Agent. The credit agreement was a $90 million facility with the following components; (i) a
$35 million secured revolving credit facility with a $10 million sub limit for letters of credit; (ii) a $25 million secured term loan that matures 5 years from the
date of the credit agreement closing; and (iii) a $30 million secured term loan that matures 7 years from the date of the credit agreement closing. Both term loans fully amortize
over their respective terms with quarterly payments. The interest rates on the loans vary from 1% to 3.75% above the lender's prime rate. The proceeds under the facility were used to refinance the
then existing indebtedness, to finance the acquisitions, and general corporate purposes.

We
have entered into three amendments to the original credit agreement. The third amendment, dated January 30, 2000, provides for a maximum amount of borrowing under the
secured revolving credit facility of $19,000,000. The amount of availability is calculated using a borrowing base of qualified accounts receivable and inventory. As of April 1, 2000, we had
additional availability of approximately $4.2 million under the Harris facility. We are paying this lender a fee of .125% per month based upon the amount of the revolving credit commitment and
the balance of the term loans. Under the terms of the third amendment, the Company shall issue to the lender warrants for Class A common stock equivalent to no more than 4.99% of its
outstanding Class A and Class B common stock as of January 30, 2000, if its credit facility with that lender is not retired by September 20, 2000.

In
connection with the Harris financing, we have two fixed interest rate swap agreements with a commercial bank (the "counter party"). The first agreement has a notional principal
amount of $10.0 million and a termination date of May 31, 2003. The second agreement has a notional principal amount of $14.6 million and a termination date of June 30,
2003. The notional principal amount declines over the term of both agreements based upon a defined amortization schedule. The counter party has the unilateral right to cancel both agreements as of
June 30, 2001.

Sources
of funds to meet near term liquidity requirements for the businesses will be the cash flows from operations, the Harris line of credit, and management of working capital to
reflect current levels of operations.

The
separate financing arrangements for the operations of the four manufacturing facilities acquired from Worthington Custom Plastics, Inc. are described below.

On
April 15, 1999, we entered into a financing agreement with GECC. The agreement contains a 41/2 year secured revolving credit facility with maximum
availability of $24 million and a $26 million secured term loan with a 41/2 year term. The amount of availability is based upon a borrowing base of qualified accounts
receivable and inventory. Both of the facilities bear interest at variable interest rates based on
the prime rate, plus variable margins. We also incur a fee based upon a certain percentage of the unused revolving credit facility. The term loan facility amortizes quarterly throughout its term. We
must also prepay certain amounts from the sale of assets, the issuance of new equity capital and from "excess cash flow", as defined in the agreement.

As
of April 1, 2000, we had additional availability of $3.6 million, under the GECC credit facility. We believe that the agreement with GECC will provide the necessary
term and revolving financing, and along with cash flows from operations, will provide the necessary levels of liquidity for the operations acquired from Worthington Custom Plastics, Inc.

As
part of the financing for the Worthington acquisition, we issued 10,000 shares of redeemable preferred stock. That preferred stock is redeemable in April, 2004 at $1,000 per share
plus any accrued dividends. The $10 million face value preferred stock was recorded at its fair value of $4.25 million. The discount is being accreted over a five year period using the
effective yield method.

We
have initiated a plan to adjust the Company's capital structure to better reflect its current business organization. Actions may include the issuance of subordinated debt, the
issuance of preferred stock and the consolidation of our two senior credit facilities.

7



We
incurred $1.4 million of capital expenditures during the first quarter of 2000, primarily for purchases of manufacturing equipment. We estimate that our capital expenditures
in 2000 will total approximately $6.0 million of which $2.5 million will be for production equipment and the remaining $3.5 million will be for normal replacement of equipment.

Year 2000 Readiness

We completed our preparation in 1999 for the Year 2000 date change. Our plan addressed all hardware, software and microprocessor embedded technologies. We also
surveyed our customers' and suppliers' Year 2000 readiness. We noted no significant disruptions in service and we were able to fully utilize our core business unit systems, including order entry,
inventory management, purchasing, payroll, invoicing, accounts payable, accounts receivable and general ledger.

We
expended approximately $235,000 in our Year 2000 readiness effort.

We
will continue to monitor our systems and customer and supplier readiness throughout 2000 to address unanticipated problems (which may include problems associated with
non-Year 2000 issues and disruptions to the economy in general) and ensure that all processes continue to function properly.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June, 1998, the Financial Accounting Standards Board issued Statement No. 133,Accounting for Derivative Instruments and
Hedging Activities.The Statement will require the Company to recognize all derivatives on the balance sheet at fair value. The Company does not anticipate that the adoption of
this Statement will have a significant effect on its results of operations or financial position. In June, 1999, the Financial Accounting Standards Board issued Statement No. 137 amending the
effective date of Statement No. 133 to January 1, 2001.

FORWARD LOOKING STATEMENTS

"Safe Harbor" Statement Under The Private Securities Legislation Reform Act Of 1995: This annual report contains "forward looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements containing the words "anticipates," "believes,"
"intends," "estimates," "expects," "projects" and similar words. The forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be
materially different from any future results expressed or implied by such forward looking statements. Such factors include, among others, the following: the loss of certain significant customers; the
cyclicality of our construction and agricultural sales; risks associated with our acquisition strategy; general economic and business conditions, both nationally and in the markets in which we operate
or will operate; competition; and other factors referenced in the Company's reports and registration statements filed with the Securities and Exchange Commission. Given these uncertainties,
prospective investors are cautioned not to place undue reliance on such forward looking statements. The forward looking statements contained herein speak only of the Company's expectation as of the
date of this annual report. We disclaim any obligations to update any such factors or publicly announce the result of any revisions to any of the forward looking statements contained herein to reflect
future events or developments.

8



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to interest rate changes primarily as a result of its line of credit and long-term debt used for maintaining liquidity,
funding capital expenditures, and expanding our operations. The Company's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flow and to lower
overall borrowing costs. To achieve its objectives, the Company has entered into two separate financing agreements, as described more fully in Item II above, for term loans and revolving credit
facilities. The Company has also entered into two interest rate swap agreements, as required by its Harris financing arrangements, to limit the effect of increases in the interest rates on half of its
floating rate term debt. Under the swap agreements, which expire May 31, 2003 to June 30, 2003, a LIBOR-equivalent interest rate component of the interest rate is limited to 5.875% on
half of the Company's $39.1 million term loans.

The
Company does not enter into interest rate transactions for speculative purposes.

9



PART IIOTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.



Dated: April 28, 2000

10



## QuickLinks