##### Table of Contents



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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2001

Commission File Number 0-2762

MAXCO, INC.(Exact Name of Registrant as Specified in its Charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Michigan                                                       |  | 38-1792842                             
|                                                               |  |                                        
|(State or other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification Number)
|                                                              
|                                                              
|1118 Centennial Way
Lansing, Michigan                          |  | 48917                                  
|                                                               |  |                                        
|(Address of principal executive offices)                       |  | (Zip Code)                             

Registrants Telephone Number, including area code:   (517) 321-3130

Indicate by check mark whether the registrant (1) has filed all annual,
quarterly and other reports required to be filed by Section 12 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding twelve months and (2) has
been subject to the filing requirements for at least the past 90 days.

Yes              No

Indicate the number of shares outstanding for each of the issuers classes of
common stock, as of the latest practicable date.

|             |  |                             
|------------ |  | ----------------------------
|Class        |  | Outstanding at July 31, 2001
|             |  |                             
|Common Stock |  | 3,101,195 shares            



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1



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TABLE OF CONTENTS



|                                                                                      |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|CONSOLIDATED BALANCE SHEETS                                                          
|CONSOLIDATED STATEMENTS OF OPERATIONS (Condensed)                                    
|CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)                                    
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                           
|MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|OTHER INFORMATION                                                                    
|SIGNATURES                                                                           



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##### Table of Contents






PART I

FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS
Maxco, Inc. and Subsidiaries

|                                       |                                                          |                                       |         |                |        |   |           |         |        | 
|-------------------------------------- | -------------------------------------------------------- | ------------------------------------- | ------- | -------------- | ------ | - | --------- | ------- | ------ | 
|                                       |                                                          |                                       |         | June 30,       |        |   | March 31, |        
|                                       |                                                          |                                       |         | 2001           |        |   | 2001      |        
|                                       |                                                          |                                       |         | (Unaudited)    |        |  
|                                       |                                                          |                                       |         |                |        |   |           |        
|                                       |                                                          |                                       |         | (in thousands) |       
|ASSETS                                
|                                      
|                                      
|                                      
|                                      
|CURRENT ASSETS                        
|                                      
|                                      
|                                      
|                                      
|                                       | Cash and cash equivalents                                |                                       | $       | 588            |        |   | $         | 968     |       
|                                      
|                                      
|                                      
|                                      
|                                       | Accounts and notes receivable, less allowance of        
|                                      
|                                      
|                                      
|                                      
|                                       |                                                          | $573,000 ($570,000 at March 31, 2001) |         |                | 31,431 |   |           |         | 19,998 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Advances to affiliate                                    |                                       |         | 3,008          |        |   |           | 3,008   |       
|                                      
|                                      
|                                      
|                                      
|                                       | InventoriesNote 2                                       |                                       |         | 6,675          |        |   |           | 6,493   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Prepaid expenses and other                               |                                       |         | 1,082          |        |   |           | 795     |       
|                                      
|                                      
|                                      
|                                      
|                                       | Income taxes receivable                                  |                                       |         | 948            |        |   |           | 1,343   |       
|                                       |                                                          |                                       |         |                |        |  
|TOTAL CURRENT ASSETS                   |                                                          |                                       | 43,732  |                |        |   | 32,605    |        
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|MARKETABLE SECURITIESLONG TERMNote 3 |                                                          |                                       | 449     |                |        |   | 1,511     |        
|                                      
|PROPERTY AND EQUIPMENT                
|                                      
|                                      
|                                      
|                                      
|                                       | Land                                                     |                                       |         | 732            |        |   |           | 732     |       
|                                      
|                                      
|                                      
|                                      
|                                       | Buildings                                                |                                       |         | 12,144         |        |   |           | 12,144  |       
|                                      
|                                      
|                                      
|                                      
|                                       | Machinery, equipment, and fixtures                       |                                       |         | 54,414         |        |   |           | 53,728  |       
|                                       |                                                          |                                       |         |                |        |  
|                                       |                                                          |                                       | 67,290  |                |        |   | 66,604    |        
|                                      
|                                      
|                                      
|                                      
|                                       | Allowances for depreciation                              |                                       |         | (21,467        | )      |   |           | (19,945 | )     
|                                       |                                                          |                                       |         |                |        |  
|                                       |                                                          |                                       | 45,823  |                |        |   | 46,659    |        
|                                      
|                                      
|                                      
|                                      
|OTHER ASSETS                          
|                                      
|                                      
|                                      
|                                      
|                                       | Investments                                              |                                       |         | 8,349          |        |   |           | 8,224   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Notes and contracts receivable and other, less allowance
|                                      
|                                      
|                                      
|                                      
|                                       |                                                          | of $335,000                           |         |                | 4,403  |   |           |         | 4,411  | 
|                                      
|                                      
|                                      
|                                      
|                                       | Intangibles                                              |                                       |         | 3,629          |        |   |           | 3,753   |       
|                                      
|                                      
|                                      
|                                      
|                                       | Deferred income taxes                                    |                                       |         | 603            |        |   |           | 287     |       
|                                       |                                                          |                                       |         |                |        |  
|                                       |                                                          |                                       | 16,984  |                |        |   | 16,675    |        
|                                       |                                                          |                                       |         |                |        |  
|                                       |                                                          | $                                     | 106,988 |                |        | $ | 97,450    |        
|                                       |                                                          |                                       |         |                |        |  

2



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##### Table of Contents



|                                               |                                               |                                                     |                                                |        |                |       |        |           |       |       | 
|---------------------------------------------- | --------------------------------------------- | --------------------------------------------------- | ---------------------------------------------- | ------ | -------------- | ----- | ------ | --------- | ----- | ----- | 
|                                               |                                               |                                                     |                                                |        | June 30,       |       |        | March 31, |      
|                                               |                                               |                                                     |                                                |        | 2001           |       |        | 2001      |      
|                                               |                                               |                                                     |                                                |        | (Unaudited)    |       |        |           |      
|                                               |                                               |                                                     |                                                |        |                |       |        |           |      
|                                               |                                               |                                                     |                                                |        | (in thousands) |      
|LIABILITIES AND STOCKHOLDERS EQUITY          
|                                              
|CURRENT LIABILITIES                           
|                                              
|                                              
|                                              
|                                              
|                                               | Notes payableNote 8                          |                                                     | $                                              | 42,914 |                |       | $      | 17,088    |      
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts payable                              |                                                     |                                                | 23,980 |                |       |        | 19,632    |      
|                                              
|                                              
|                                              
|                                              
|                                               | Employee compensation                         |                                                     |                                                | 2,621  |                |       |        | 2,741     |      
|                                              
|                                              
|                                              
|                                              
|                                               | Taxes, interest, and other liabilities        |                                                     |                                                | 2,160  |                |       |        | 1,906     |      
|                                              
|                                              
|                                              
|                                              
|                                               | Current maturities of long-term obligations   |                                                     |                                                | 1,298  |                |       |        | 3,480     |      
|                                               |                                               |                                                     |                                                |        |                |      
|TOTAL CURRENT LIABILITIES                      |                                               |                                                     | 72,973                                         |        |                |       | 44,847 |          
|                                              
|LONG-TERM OBLIGATIONS, less current maturities |                                               |                                                     | 6,639                                          |        |                |       | 24,831 |          
|                                              
|CONTINGENT LIABILITIES                         |                                               |                                                     | 955                                            |        |                |       | 938    |          
|                                              
|STOCKHOLDERS EQUITY                          
|                                              
|                                              
|                                              
|                                              
|                                               | Preferred stock:                             
|                                              
|                                              
|                                              
|                                              
|                                               |                                               | Series Three: 10% cumulative redeemable, $60 face  
|                                              
|                                              
|                                              
|                                              
|                                               |                                               |                                                     | value; 14,784 shares issues and outstanding    |        |                | 678   |        |           |       | 678   | 
|                                              
|                                              
|                                              
|                                              
|                                               |                                               | Series Four: 10% cumulative redeemable, $51.50 face
|                                              
|                                              
|                                              
|                                              
|                                               |                                               |                                                     | value; 46,414 shares issues and outstanding    |        |                | 2,390 |        |           |       | 2,390 | 
|                                              
|                                              
|                                              
|                                              
|                                               |                                               | Series Five: 10% cumulative redeemable, $120 face  
|                                              
|                                              
|                                              
|                                              
|                                               |                                               |                                                     | value; 6,648 shares issues and outstanding     |        |                | 798   |        |           |       | 798   | 
|                                              
|                                              
|                                              
|                                              
|                                               |                                               | Series Six: 10% cumulative callable, $160 face     
|                                              
|                                              
|                                              
|                                              
|                                               |                                               |                                                     | value; 20,000 shares authorized, issued  none
|                                              
|                                              
|                                              
|                                              
|                                               | Common stock, $1 par value; 10,000,000 shares
|                                              
|                                              
|                                              
|                                              
|                                               |                                               | authorized, 3,101,195 shares issued and outstanding |                                                |        | 3,101          |       |        |           | 3,101 |      
|                                              
|                                              
|                                              
|                                              
|                                               | Net unrealized losses                         |                                                     |                                                | (1,856 | )              |       |        | (1,140    | )    
|                                              
|                                              
|                                              
|                                              
|                                               | Retained earnings                             |                                                     |                                                | 21,310 |                |       |        | 21,007    |      
|                                               |                                               |                                                     |                                                |        |                |      
|                                               |                                               |                                                     | 26,421                                         |        |                |       | 26,834 |          
|                                               |                                               |                                                     |                                                |        |                |      
|                                               |                                               | $                                                   | 106,988                                        |        |                | $     | 97,450 |          
|                                               |                                               |                                                     |                                                |        |                |      

See notes to consolidated financial statements

3



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CONSOLIDATED STATEMENTS OF OPERATIONS (Condensed)
Maxco, Inc. and Subsidiaries

|                                                    |                                      |   |                                       |        |   |             |        |        |  
|--------------------------------------------------- | ------------------------------------ | - | ------------------------------------- | ------ | - | ----------- | ------ | ------ | -
|                                                    |                                      |   | Three Months Ended June 30,           |       
|                                                    |                                      |   |                                       |       
|                                                    |                                      |   | 2001                                  |        |   | 2000        |       
|                                                    |                                      |   | (Unaudited)                           |        |   | (Unaudited) |       
|                                                    |                                      |   |                                       |        |   |             |       
|                                                    |                                      |   | (in thousands, except per share data) |       
|                                                   
|                                                   
|                                                   
|                                                   
|Net sales                                           |                                      | $ | 44,573                                |        |   | $           | 48,454 |       
|                                                   
|                                                   
|                                                   
|                                                   
|Costs and expenses:                                
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Cost of sales and operating expenses |   |                                       | 35,441 |   |             |        | 37,914 |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Selling, general and administrative  |   |                                       | 6,238  |   |             |        | 7,347  |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Depreciation and amortization        |   |                                       | 1,730  |   |             |        | 1,479  |  
|                                                    |                                      |   |                                       |        |   |            
|                                                    |                                      |   | 43,409                                |        |   |             | 46,740 |       
|                                                    |                                      |   |                                       |        |   |            
|Operating Earnings                                  |                                      |   | 1,164                                 |        |   |             | 1,714  |       
|                                                   
|                                                   
|                                                   
|                                                   
|Other income (expense)                             
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Investment and interest income       |   |                                       | 434    |   |             |        | 162    |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest expense                     |   |                                       | (1,108 | ) |             |        | (1,040 | )
|                                                    |                                      |   |                                       |        |   |            
|Income Before Federal Income Taxes and Equity      
|in Earnings of Affiliates                           |                                      |   | 490                                   |        |   |             | 836    |       
|                                                   
|                                                   
|                                                   
|                                                   
|Federal income tax expense                          |                                      |   | 173                                   |        |   |             | 309    |       
|                                                    |                                      |   |                                       |        |   |            
|Income Before Equity in Earnings of Affiliates      |                                      |   | 317                                   |        |   |             | 527    |       
|                                                   
|                                                   
|                                                   
|                                                   
|Equity in earnings (loss) of affiliates, net of tax |                                      |   | 87                                    |        |   |             | (325   | )     
|                                                    |                                      |   |                                       |        |   |            
|Net Income                                          |                                      |   | 404                                   |        |   |             | 202    |       
|                                                   
|                                                   
|                                                   
|                                                   
|Less preferred stock dividends                      |                                      |   | (102                                  | )      |   |             | (102   | )     
|                                                    |                                      |   |                                       |        |   |            
|Net Income Applicable to Common Stock               |                                      | $ | 302                                   |        |   | $           | 100    |       
|                                                    |                                      |   |                                       |        |   |            
|                                                   
|Net Income Per Common Share  Basic                 |                                      | $ | 0.10                                  |        |   | $           | 0.03   |       
|                                                    |                                      |   |                                       |        |   |            
|                                                   
|Net Income Per Common Share  Assuming Dilution     |                                      | $ | 0.10                                  |        |   | $           | 0.03   |       
|                                                    |                                      |   |                                       |        |   |            

See notes to consolidated financial statements

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##### Table of Contents






CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
Maxco, Inc. and Subsidiaries

|                                                         |                                     |                                             |        |                             |        |   |             |        |       | 
|-------------------------------------------------------- | ----------------------------------- | ------------------------------------------- | ------ | --------------------------- | ------ | - | ----------- | ------ | ----- | 
|                                                         |                                     |                                             |        | Three Months Ended June 30, |       
|                                                         |                                     |                                             |        |                             |       
|                                                         |                                     |                                             |        | 2001                        |        |   | 2000        |       
|                                                         |                                     |                                             |        | (Unaudited)                 |        |   | (Unaudited) |       
|                                                         |                                     |                                             |        |                             |        |   |             |       
|                                                         |                                     |                                             |        | (in thousands)              |       
|Operating Activities                                    
|                                                        
|                                                        
|                                                        
|                                                        
|Net Income                                               |                                     | $                                           | 404    |                             |        | $ | 202         |       
|                                                        
|                                                        
|                                                        
|                                                        
|Adjustments to reconcile net income to net cash provided
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | by (used in) operating activities: 
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                     | Depreciation and other non-cash items       |        |                             | 1,643  |   |             |        | 1,908 | 
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                                     | Changes in operating assets and liabilities |        |                             | (7,310 | ) |             |        | 2,010 | 
|                                                         |                                     |                                             |        |                             |        |  
|Net Cash Provided By (Used In) Operating Activities      |                                     |                                             | (5,263 | )                           |        |   | 4,120       |       
|                                                        
|                                                        
|                                                        
|                                                        
|Investing Activities                                    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Purchases of property and equipment |                                             |        | (774                        | )      |   |             | (4,011 | )    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Redemption of marketable securities |                                             |        |                             |        |   |             | 1,434  |      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Investment in affiliates            |                                             |        |                             |        |   |             | (794   | )    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Distributions from affiliates       |                                             |        |                             |        |   |             | 375    |      
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Other                               |                                             |        | 37                          |        |   |             | 6      |      
|                                                         |                                     |                                             |        |                             |        |  
|Net Cash Used In Investing Activities                    |                                     |                                             | (737   | )                           |        |   | (2,990      | )     
|                                                        
|                                                        
|                                                        
|                                                        
|Financing Activities                                    
|                                                        
|                                                        
|                                                        
|                                                        
|Net proceeds from (repayments on) lines of credit        |                                     |                                             | 7,000  |                             |        |   | (350        | )     
|                                                        
|                                                        
|                                                        
|                                                        
|Proceeds from other debt obligations                     |                                     |                                             |        |                             |        |   | 1,246       |       
|                                                        
|                                                        
|                                                        
|                                                        
|Repayments on other debt obligations                     |                                     |                                             | (1,278 | )                           |        |   | (754        | )     
|                                                        
|                                                        
|                                                        
|                                                        
|Dividends paid on preferred stock                        |                                     |                                             | (102   | )                           |        |   | (102        | )     
|                                                         |                                     |                                             |        |                             |        |  
|Net Cash Provided By Financing Activities                |                                     |                                             | 5,620  |                             |        |   | 40          |       
|                                                         |                                     |                                             |        |                             |        |  
|Increase (Decrease) in Cash and Cash Equivalents         |                                     |                                             | (380   | )                           |        |   | 1,170       |       
|                                                        
|                                                        
|                                                        
|                                                        
|Cash and Cash Equivalents at Beginning of Period         |                                     |                                             | 968    |                             |        |   | 542         |       
|                                                         |                                     |                                             |        |                             |        |  
|Cash and Cash Equivalents at End of Period               |                                     | $                                           | 588    |                             |        | $ | 1,712       |       
|                                                         |                                     |                                             |        |                             |        |  

See notes to consolidated financial statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Maxco, Inc. and Subsidiaries
June 30, 2001
(Unaudited)

NOTE 1  Basis of Presentation and Significant Accounting Policies



| |  | The accompanying unaudited, condensed, consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and notes required by accounting principles
generally accepted in the United States for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation of the
results of the interim periods covered have been included. For further
information, refer to the consolidated financial statements and notes thereto
included in Maxcos annual report on Form 10-K for the year ended March 31,
2001.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The results of operations for the interim periods presented are not
necessarily indicative of the results for the full year. Maxcos sales and
operating results have varied substantially from quarter to quarter. Net
sales are typically lower in the third and fourth quarters. The most
significant factors affecting these fluctuations are the seasonal buying
patterns of the Companys customers due to inclement weather and the reduced
number of business days during the holiday season. In addition, the timing of
acquisitions or the occasional sale of corporate investments may cause
substantial fluctuations of operating results from quarter to quarter. Maxco
expects its net sales and operating results to continue to fluctuate from
quarter to quarter.                                                                            
|
| |  | Certain other amounts in the consolidated financial statements have been
reclassified to conform to the current presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

NOTE 2  Inventories



| |  | The major classes of inventories, at the dates indicated were as follows:
| |  | -------------------------------------------------------------------------

|                                    |  |                |       |  |           |   |       | 
|----------------------------------- |  | -------------- | ----- |  | --------- | - | ----- | 
|                                    |  | June 30,       |       |  | March 31, |  
|                                    |  | 2001           |       |  | 2001      |  
|                                    |  |                |       |  |           |  
|                                    |  | (in thousands) |      
|Raw materials                       |  | $              | 454   |  |           | $ | 531   | 
|                                   
|                                   
|                                   
|                                   
|Finished goods and work in progress |  |                | 778   |  |           |   | 1,293 | 
|                                   
|                                   
|                                   
|                                   
|Purchased products for resale       |  |                | 5,443 |  |           |   | 4,669 | 
|                                    |  |                |       |  |           |  
|                                    |  | $              | 6,675 |  |           | $ | 6,493 | 
|                                    |  |                |       |  |           |  

NOTE 3  Marketable Securities



| |  | The Company classifies its investments in equity securities with readily
determinable fair values as securities available for sale under FASB 115,
Accounting for Certain Investments in Debt and Equity Securities.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a separate component of
stockholders equity. Application of this method resulted in an unrealized
loss, net of deferred tax, of approximately $1.8 million being reported as
part of stockholders equity at June 30, 2001.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6



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##### Table of Contents



NOTE 4  Investment in Integral Vision, Inc. (Formerly Medar, Inc.)



| |  | The following table summarizes the operating results of Integral Vision,
Inc., Maxcos 25% owned affiliated company:
| |  | --------------------------------------------------------------------------------------------------------------------

|             |  |                    |        |   |      |   |        |  
|------------ |  | ------------------ | ------ | - | ---- | - | ------ | -
|             |  | Three Months Ended |       
|             |  | June 30,           |       
|             |  |                    |       
|             |  | 2001               |        |   | 2000 |  
|             |  |                    |        |   |      |  
|             |  | (in thousands)     |       
|            
|            
|            
|            
|            
|            
|            
|            
|Net Sales    |  | $                  | 669    |   |      | $ | 1,785  |  
|            
|            
|            
|            
|Gross Margin |  |                    | (328   | ) |      |   | (132   | )
|            
|            
|            
|            
|Net Loss     |  |                    | (1,608 | ) |      |   | (1,854 | )



| |  | At March 31, 2001, the Company adjusted the carrying value of its investment in
Integral Vision, Inc. to its estimated fair value as the Company determined
that the investment was impaired. Since managements estimate of the fair
value of this investment at June 30, 2001 has not changed, the Company did not
recognize any gain or loss on the investment.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 5  Earnings Per Share



| |  | The following table sets forth the computation of basic and diluted earnings
per share:
| |  | ---------------------------------------------------------------------------------------

|                                                    |                                                   |                |      |                                       |       |   |      |       |       | 
|--------------------------------------------------- | ------------------------------------------------- | -------------- | ---- | ------------------------------------- | ----- | - | ---- | ----- | ----- | 
|                                                    |                                                   |                |      | Three Months Ended June 30,           |      
|                                                    |                                                   |                |      |                                       |      
|                                                    |                                                   |                |      | 2001                                  |       |   | 2000 |      
|                                                    |                                                   |                |      |                                       |       |   |      |      
|                                                    |                                                   |                |      | (in thousands, except per share data) |      
|NUMERATOR:                                         
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Net Income                                        |                | $    | 404                                   |       |   | $    | 202   |      
|                                                    | Preferred stock dividends                         |                |      | (102                                  | )     |   |      | (102  | )    
|                                                    |                                                   |                |      |                                       |       |  
|Numerator for basic and diluted earnings per       
|                                                    | shareincome available to common stockholders     |                |      | 302                                   |       |   |      | 100   |      
|                                                   
|DENOMINATOR:                                       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Denominator for basic earnings per shareweighted
|                                                    |                                                   | average shares |      |                                       | 3,101 |   |      |       | 3,101 | 
|                                                   
|Effect of dilutive securities:                     
|                                                    | Employee stock options                            |                |      |                                      |       |   |      | 6     |      
|                                                    |                                                   |                |      |                                       |       |  
|Dilutive potential common shares                    |                                                   |                |     |                                       |       |   | 6    |      
|                                                    |                                                   |                |      |                                       |       |  
|Denominator for diluted earnings per shareadjusted
|                                                    | weighted average shares and assumed conversions   |                |      | 3,101                                 |       |   |      | 3,107 |      
|                                                    |                                                   |                |      |                                       |       |  
|                                                   
|BASIC EARNINGS PER SHARE                            |                                                   | $              | 0.10 |                                       |       | $ | 0.03 |      
|                                                    |                                                   |                |      |                                       |       |  
|DILUTED EARNINGS PER SHARE                          |                                                   | $              | 0.10 |                                       |       | $ | 0.03 |      
|                                                    |                                                   |                |      |                                       |       |  

7



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##### Table of Contents



NOTE 6  Comprehensive Income



| |  | The components of comprehensive income for the three months ended June 30,
2001 and 2000 are as follows:
| |  | --------------------------------------------------------------------------------------------------------

|                                           |  |                    |      |   |      |   |      |  
|------------------------------------------ |  | ------------------ | ---- | - | ---- | - | ---- | -
|                                           |  | Three Months Ended |     
|                                           |  | June 30,           |     
|                                           |  |                    |     
|                                           |  | 2001               |      |   | 2000 |  
|                                           |  |                    |      |   |      |  
|                                           |  | (in thousands)     |     
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Net earnings                               |  | $                  | 404  |   |      | $ | 202  |  
|                                          
|                                          
|                                          
|                                          
|Unrealized losses on marketable securities |  |                    | (701 | ) |      |   | (355 | )
|                                          
|                                          
|                                          
|                                          
|Unrealized loss on swap agreement          |  |                    | (15  | ) |      |   |     |  
|                                           |  |                    |      |   |      |  
|                                           |  | $                  | (312 | ) |      | $ | (153 | )
|                                           |  |                    |      |   |      |  



| |  | The components of accumulated comprehensive income, net of related tax at
June 30, 2001 and March 31, 2001 are as follows:
| |  | --------------------------------------------------------------------------------------------------------------------------

|                                           |  |                |        |   |           |   |        |  
|------------------------------------------ |  | -------------- | ------ | - | --------- | - | ------ | -
|                                           |  | June 30,       |        |   | March 31, |  
|                                           |  | 2001           |        |   | 2001      |  
|                                           |  |                |        |   |           |  
|                                           |  | (in thousands) |       
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Unrealized losses on marketable securities |  | $              | (1,841 | ) |           | $ | (1,140 | )
|                                          
|                                          
|                                          
|                                          
|Unrealized loss on swap agreement          |  |                | (15    | ) |           |   |       |  

NOTE 7  INDUSTRY SEGMENT INFORMATION



| |  | The following summarizes Maxcos industry segment information:
| |  | --------------------------------------------------------------

|                     |                          |                           |   |                |         |  |           |        |        | 
|-------------------- | ------------------------ | ------------------------- | - | -------------- | ------- |  | --------- | ------ | ------ | 
|                     |                          |                           |   | June 30,       |         |  | March 31, |       
|                     |                          |                           |   | 2001           |         |  | 2001      |       
|                     |                          |                           |   |                |         |  |           |       
|                     |                          |                           |   | (in thousands) |        
|Identifiable assets:
|                    
|                    
|                    
|                    
|                     | Construction supplies    |                           | $ | 45,037         |         |  | $         | 32,759 |       
|                    
|                    
|                    
|                    
|                     | Heat treating            |                           |   | 33,130         |         |  |           | 34,714 |       
|                    
|                    
|                    
|                    
|                     | Packaging products       |                           |   | 5,540          |         |  |           | 5,538  |       
|                    
|                    
|                    
|                    
|                     | Corporate and other      |                           |   | 14,932         |         |  |           | 16,215 |       
|                    
|                    
|                    
|                    
|                     | Investments and advances |                           |   | 8,349          |         |  |           | 8,224  |       
|                     |                          |                           |   |                |         | 
|                     |                          | Total Identifiable Assets |   | $              | 106,988 |  |           | $      | 97,450 | 
|                     |                          |                           |   |                |         | 

8



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##### Table of Contents



NOTE 7  INDUSTRY SEGMENT INFORMATION  Continued

|                                       |                       |  |                                             |  |  |   |                    |        |   |      |        |        |  
|-------------------------------------- | --------------------- |  | ------------------------------------------- |  |  | - | ------------------ | ------ | - | ---- | ------ | ------ | -
|                                       |                       |  |                                             |  |  |   | Three Months Ended |       
|                                       |                       |  |                                             |  |  |   | June 30,           |       
|                                       |                       |  |                                             |  |  |   |                    |       
|                                       |                       |  |                                             |  |  |   | 2001               |        |   | 2000 |       
|                                       |                       |  |                                             |  |  |   |                    |        |   |      |       
|                                       |                       |  |                                             |  |  |   | (in thousands)     |       
|Net sales:                            
|                                      
|                                      
|                                      
|                                      
|                                       | Construction supplies |  |                                             |  |  |   | $                  | 32,133 |   |      | $      | 33,891 |  
|                                      
|                                      
|                                      
|                                      
|                                       | Heat treating         |  |                                             |  |  |   |                    | 9,038  |   |      |        | 10,361 |  
|                                      
|                                      
|                                      
|                                      
|                                       | Packaging products    |  |                                             |  |  |   |                    | 3,320  |   |      |        | 4,120  |  
|                                      
|                                      
|                                      
|                                      
|                                       | Corporate and other   |  |                                             |  |  |   |                    | 82     |   |      |        | 82     |  
|                                       |                       |  |                                             |  |  |   |                    |        |   |     
|                                       |                       |  | Total Net Sales                             |  |  | $ | 44,573             |        |   | $    | 48,454 |       
|                                       |                       |  |                                             |  |  |   |                    |        |   |     
|Operating earnings (loss):            
|                                      
|                                      
|                                      
|                                      
|                                       | Construction supplies |  |                                             |  |  |   | $                  | 907    |   |      | $      | 1,631  |  
|                                      
|                                      
|                                      
|                                      
|                                       | Heat treating         |  |                                             |  |  |   |                    | 750    |   |      |        | 904    |  
|                                      
|                                      
|                                      
|                                      
|                                       | Packaging products    |  |                                             |  |  |   |                    | (44    | ) |      |        | (105   | )
|                                      
|                                      
|                                      
|                                      
|                                       | Corporate and other   |  |                                             |  |  |   |                    | (449   | ) |      |        | (716   | )
|                                       |                       |  |                                             |  |  |   |                    |        |   |     
|                                       |                       |  | Total Operating Earnings                    |  |  | $ | 1,164              |        |   | $    | 1,714  |       
|                                       |                       |  |                                             |  |  |   |                    |        |   |     
|Depreciation and amortization expense:
|                                      
|                                      
|                                      
|                                      
|                                       | Construction supplies |  |                                             |  |  |   | $                  | 741    |   |      | $      | 565    |  
|                                      
|                                      
|                                      
|                                      
|                                       | Heat treating         |  |                                             |  |  |   |                    | 731    |   |      |        | 605    |  
|                                      
|                                      
|                                      
|                                      
|                                       | Packaging products    |  |                                             |  |  |   |                    | 181    |   |      |        | 192    |  
|                                      
|                                      
|                                      
|                                      
|                                       | Corporate and other   |  |                                             |  |  |   |                    | 77     |   |      |        | 117    |  
|                                       |                       |  |                                             |  |  |   |                    |        |   |     
|                                       |                       |  | Total Depreciation and Amortization Expense |  |  | $ | 1,730              |        |   | $    | 1,479  |       
|                                       |                       |  |                                             |  |  |   |                    |        |   |     
|Capital expenditures:                 
|                                      
|                                      
|                                      
|                                      
|                                       | Construction supplies |  |                                             |  |  |   | $                  | 329    |   |      | $      | 1,431  |  
|                                      
|                                      
|                                      
|                                      
|                                       | Heat treating         |  |                                             |  |  |   |                    | 415    |   |      |        | 2,527  |  
|                                      
|                                      
|                                      
|                                      
|                                       | Packaging products    |  |                                             |  |  |   |                    | 30     |   |      |        | 53     |  
|                                      
|                                      
|                                      
|                                      
|                                       | Corporate and other   |  |                                             |  |  |   |                    |       |   |      |        |       |  
|                                       |                       |  |                                             |  |  |   |                    |        |   |     
|                                       |                       |  | Total Capital Expenditures                  |  |  | $ | 774                |        |   | $    | 4,011  |       
|                                       |                       |  |                                             |  |  |   |                    |        |   |     



| |  | Accounting policies of the business segments are consistent with those
described in the summary of significant accounting policies (see Note 1).                                                         
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Identifiable assets are those assets that are used in Maxcos operations in
each industry segment. Corporate assets are principally cash, notes
receivable, investments, and corporate office properties.
|
| |  | Maxco has no significant foreign operations, export sales, or inter-segment
sales.                                                                                                                       

9



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##### Table of Contents



NOTE 8  DEBT



| |  | The Company is currently in default of certain covenants as required by loan
agreements with its principal lenders. As such the outstanding balance on
these borrowings ($41.3 million at June 30, 2001) has been classified as
current in the accompanying financial statements. However, there are ongoing
negotiations with the lenders to obtain waivers of default and amendments to
these covenants. Management anticipates that the negotiations will be
completed by September 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The accompanying financial statements have been prepared on the basis that
the Company will continue as a going concern. The Companys ability to meet
its short term and long term debt service and other obligations (including
compliance with financial covenants) will be dependent upon its future
operating performance and the successful renegotiation of its credit
facilities. These dependencies will be subject to financial, business and
other factors, certain of which are beyond the Companys control, such as
prevailing economic conditions. There can be no assurance that, in the event
the Company were to require additional financing, such additional financing
would be available on satisfactory terms. The Company believes that funds
generated by its operations and funds available under its credit facilities,
will be sufficient to finance short term capital needs, as well as to fund
existing operations for the foreseeable future. However, in the event that
the Company is unable to successfully renegotiate its credit facilities, the
Company has liquid long term equity investments that could be used to meet
its short term and long term debt service requirements and fund operating
cash flows.

NOTE 9  FEDERAL INCOME TAXES



| |  | The Companys effective tax rate varied from the statutory rate of 34% due to
certain expenses, which are not deductible for tax purposes.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------

NOTE 10  INTEREST RATE SWAP AGREEMENTS



| |  | The Company uses interest rate swap agreements to reduce the risk of rising
interest rates. Statement of Financial Accounting Standards No. 133 (SFAS No.
133), Accounting for Derivative Instruments and Hedging Activities,was
adopted by the Company effective April 1, 2001. SFAS No. 133 requires that
all derivatives be recognized on the balance sheet at fair value.                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The adoption of Statement No. 133 on April 1, 2001 resulted in a pre-tax
charge of $42,000 in other comprehensive income. During the quarter ended
June 30, 2001, changes in the fair value of the interest rate swap agreement
were recognized in other comprehensive income and amounted to a $27,000 gain.
The Company has recorded a $15,000 liability on the balance sheet to record
the fair value of the swap agreements at June 30, 2001.

10



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##### Table of Contents






MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Maxco, Inc. and Subsidiaries
June 30, 2001

MATERIAL CHANGES IN FINANCIAL CONDITION

Cash used in operating activities amounted to $5.3 million for the quarter.
Individual working capital component levels increased over the March 31, 2001
level, primarily from the increased sales activity by the Companys
construction supplies unit (Ersco) over the traditional slower fourth quarter
of the prior year.

Cash was used in investing activities during the quarter to purchase additional
equipment for Maxcos heat-treating unit (Atmosphere Annealing), and Ersco.

Net proceeds from lines of credit were used primarily to fund the increase in
working capital components.

At June 30, 2001, the Company classified certain of its borrowings as short
term due to the Company being in default of certain covenants. However, there
are ongoing negotiations with the lenders to obtain waivers of default and
amendments to these covenants. Management anticipates that these negotiations
will be completed by September 2001.

The Companys ability to meet its short term and long term debt service and
other obligations (including compliance with financial covenants) will be
dependent upon its future operating performance and the successful
renegotiation of its credit facilities. These dependencies will be subject to
financial, business and other factors, certain of which are beyond the
Companys control, such as prevailing economic conditions. There can be no
assurance that, in the event the Company were to require additional financing,
such additional financing would be available on satisfactory terms. The Company
believes that funds generated by its operations and funds available under other
credit facilities will be sufficient to finance short term capital needs, as
well as to fund existing operations for the foreseeable future. However, in the
event that the Company is unable to successfully renegotiate its credit
facilities, the Company has liquid long term equity investments that could be
used to meet its short term and long term debt service requirements and fund
operating cash flows.

At June 30, 2001, the 2,240,605 shares of Integral Vision (formerly Medar)
common stock that Maxco owns had an aggregate market value of approximately
$403,000 ($605,000 at August 9, 2001). Maxcos investment in Integral Vision is
reflected in Maxcos financial statements under the equity method for all
periods presented, as the Company owns greater than 20% of Integral Visions
outstanding stock.

At June 30, 2000, the 249,230 shares of Provant common stock that Maxco owns
had an aggregate market value of approximately $449,000 ($406,000 at August 9,
2001). Maxcos investment in Provant is reflected in Maxcos financial
statements under the cost method as an available-for-sale security as the
Company owns less than 20% of Provants outstanding stock.

The Company is currently in negotiations on a sale and leaseback of equipment
for Ersco. This transaction will generate approximately $3.0 million in cash
that will be used to provide additional working capital for Ersco. This
transaction is expected to close in the second quarter.

11



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##### Table of Contents



MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended June 30, 2001 Compared to 2000

Net sales decreased to $44.6 million compared to $48.5 million in last years
first quarter. First quarter results reflect operating earnings of $1.2 million
compared to $1.7 million for the comparable period in 2000. Net income was
$404,000 or $.10 per share assuming dilution compared to last years $202,000
or $.03 per share assuming dilution.

Sales and operating earnings for the three months ending June 30, 2001 and 2000
by each of the companys segments were as follows:

|                      |  |                    |        |  |                    |                |     |       |  |   |        |  |           |   |       |  
|--------------------- |  | ------------------ | ------ |  | ------------------ | -------------- | --- | ----- |  | - | ------ |  | --------- | - | ----- | -
|                      |  | Three Months Ended |        |  | Three Months Ended |               
|                      |  | June 30, 2001      |        |  | June 30, 2000      |               
|                      |  |                    |        |  |                    |               
|                      |  |                    |        |  |                    | Operating      |     |       |  |   |        |  | Operating |  
|                      |  |                    |        |  |                    | Earnings       |     |       |  |   |        |  | Earnings  |  
|                      |  | Sales              |        |  | (Loss)             |                |     | Sales |  |   | (Loss) | 
|                      |  |                    |        |  |                    |                |     |       |  |   |        | 
|                      |  |                    |        |  |                    | (in thousands) |    
|Construction supplies |  | $                  | 32,133 |  |                    | $              | 907 |       |  | $ | 33,891 |  |           | $ | 1,631 |  
|                     
|                     
|                     
|                     
|Heat treating         |  |                    | 9,038  |  |                    |                | 750 |       |  |   | 10,361 |  |           |   | 904   |  
|                     
|                     
|                     
|                     
|Packaging products    |  |                    | 3,320  |  |                    |                | (44 | )     |  |   | 4,120  |  |           |   | (105  | )

The decrease in sales at the Companys construction supplies unit (Ersco) was
due to reduced sales from inventory as a result of a slower than usual seasonal
start-up coming out of the severe winter and a slower economy compared to the
first quarter of the prior year. To a lesser extent, product sales to highway
contractors on a direct shipment basis from the manufacturers increased over
the prior year quarter. The decrease in sales at the Companys heat treating
unit (Atmosphere Annealing) was due to a slowdown in the automotive industry.
Lower sales at its packaging products unit (Pak Sak) were primarily due to the
general economic slowdown.

Consolidated gross profit (net sales less cost of sales and operating expenses)
decreased to $9.1 million or 20.5% of sales from $10.5 million or 21.8% of
sales. The decrease in gross profit was primarily the result of the reduced
sales from inventory at Ersco. The increased proportion of sales at Ersco on a
direct shipment basis, which generally have a lower margin compared to sales
from inventory, was the primary reason for the reduction in the overall margin.
Although margin as a percentage of sales improved at Atmosphere Annealing and
Pak Sak, gross profit decreased due to lower sales volume.

Selling, general, and administrative expenses (SG&A) decreased $1.1 million to
$6.2 million from $7.3 million. The decrease primarily resulted at Ersco due to
reduced selling expenses and reduced costs as a result of an expense reduction
program.

Depreciation and amortization expense for the three months ended June 30, 2001
increased as a result of the additional depreciation resulting from the
purchases of property and equipment by Atmosphere Annealing and Ersco since the
first quarter of the prior year.

As a result of the above, operating earnings decreased to approximately $1.2
million from $1.7 million in last years comparable period.

12



---



##### Table of Contents



Net interest expense increased from the prior year quarter due to additional
short-term and long-term borrowings, the proceeds of which were used for
additional purchases of property and equipment. In the first quarter, the
Company recognized approximately $273,000 in investment income from the
proceeds from the sale of stock.

Equity in earnings of affiliates increased approximately $412,000 from a loss
of $325,000 to income of $87,000. This was primarily the result of the
Companys investment in Integral Vision, Inc. At March 31, 2001, the Company
adjusted the carrying value of its investment in Integral Vision, Inc. to its
estimated fair value as the Company determined that the investment was
impaired. Since managements estimate of the fair value of this investment at
June 30, 2001 has not changed, the Company did not recognize any gain or loss
on the investment. Maxcos share of Integral Visions net loss for the three
months ended June 30, 2000 was $460,000.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Companys variable interest expense is sensitive to changes in the general
level of United States interest rates. Some of the Companys interest expense
is fixed through long-term borrowings to mitigate the impact of such potential
exposure. Additionally, the Company entered into an interest rate swap
agreement based on a notional amount of $5.0 million to manage its exposure to
interest rate changes. The swap involves the exchange of fixed and variable
interest payments without changing the notional principal amount. The Company
had total outstanding variable rate short and long term borrowings of $44.8
million at June 30, 2001. A 1% increase from the prevailing interest rates at
June 30, 2001 on the unhedged variable rate portion of the Companys short and
long-term borrowings would increase interest expense on an annualized basis by
approximately $409,000 based on principal balances at June 30, 2001.

13



---



##### Table of Contents



PART II




OTHER INFORMATION

|          |  |                                                                                                                                                                                                                                     
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1.   |  | Legal Proceedings                                                                                                                                                                                                                   
|         
|          |  | None                                                                                                                                                                                                                                
|         
|Item 2.   |  | Changes in Securities                                                                                                                                                                                                               
|         
|          |  | None                                                                                                                                                                                                                                
|         
|Item 3.   |  | Defaults Upon Senior Securities                                                                                                                                                                                                     
|         
|          |  | The Company is currently in default of certain covenants as
required by its $18 million and $5 million lines of credit with
its two principal lenders.                                                                              
|         
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                 
|         
|          |  | None                                                                                                                                                                                                                                
|         
|Item 5.   |  | Other Information                                                                                                                                                                                                                   
|         
|          |  | None                                                                                                                                                                                                                                
|         
|Item 6(a) |  | Exhibits                                                                                                                                                                                                                            
|         
|3         |  | Restated Articles of Incorporation are hereby incorporated from Form 10-Q
dated February 13, 1998.                                                                                                                                  
|         
|3.1       |  | By-laws are hereby incorporated by reference from Form S-4 dated November
4, 1991 (File No. 33-43855).                                                                                                                              
|         
|4.2       |  | Resolution establishing Series Three Preferred Shares is hereby
incorporated by reference from Form S-4 dated November 4, 1991 (File No.
33-43855).                                                                                 
|         
|4.3       |  | Resolution authorizing the redemption of Series Two Preferred Stock and
establishing Series Four Preferred Stock and the terms of the subordinated
notes is hereby incorporated by reference from Form 10-Q dated February
14, 1997.
|         
|4.4       |  | Resolution establishing Series Five Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 5, 1997.                                                                                                         
|         
|4.5       |  | Resolution establishing Series Six Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 23, 1999.                                                                                                         

14



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##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|     
|     
|     
|10.1  |  | Incentive stock option plan adopted August 15, 1983, including the
amendment (approved by shareholders August 25, 1987) to increase the
authorized shares on which options may be granted by two hundred fifty
thousand (250,000), up to five hundred thousand (500,000) shares of the
common stock of the company is hereby incorporated by reference from the
registrants annual report on Form 10-K for the fiscal year ended March
31, 1988.
|     
|10.9  |  | Asset purchase agreement  Wright Plastic Products, Inc. is hereby
incorporated by reference from Form 10-Q dated November 14, 1996.                                                                                                                                                                                                                                                                                                             
|     
|10.10 |  | Amended and restated loan agreement between Comerica Bank and Maxco,
Inc. dated September 30, 1996 is hereby incorporated by reference from
Form 10-Q dated November 14, 1996.                                                                                                                                                                                                                                                                   
|     
|10.11 |  | Asset purchase agreement for the purchase of Atmosphere Annealing, Inc.
is hereby incorporated by reference from Form 8-K dated January 17, 1997.                                                                                                                                                                                                                                                                                                
|     
|10.12 |  | Asset purchase agreement   Axson North America, Inc. is hereby
incorporated by reference from Form 10-Q dated February 14, 1997.                                                                                                                                                                                                                                                                                                                
|     
|10.13 |  | Loan agreement between Michigan Strategic Fund and Atmosphere Annealing,
Inc. is hereby incorporated by reference from Form 10-Q dated February 13,
1998.                                                                                                                                                                                                                                                                                        
|     
|10.14 |  | Loan agreement between LAM Funding, L.L.C. and borrower including
Guaranty-Maxco, Inc. is hereby incorporated by reference from Form 10-Q
dated February 13, 1998.                                                                                                                                                                                                                                                                               
|     
|10.15 |  | First Amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated August 1, 1997, is hereby incorporated by
reference from Form 10-K dated June 24, 1998.                                                                                                                                                                                                                                                       
|     
|10.16 |  | Second amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated June 24, 1998 is hereby incorporated by
reference from Form 10-K dated June 24, 1998.                                                                                                                                                                                                                                                        
|     
|10.17 |  | Third amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated September 24, 1998, is hereby incorporated by
reference from Form 10-Q dated November 12, 1998.                                                                                                                                                                                                                                               
|     
|10.18 |  | Maxco, Inc. 1998 Employee Stock Option Plan is hereby incorporated by
reference from Form 10-Q dated November 12, 1998.                                                                                                                                                                                                                                                                                                                          
|     
|10.19 |  | Fourth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated June 22, 1999, is hereby incorporated by
reference from Form 10-K dated June 23, 1999.                                                                                                                                                                                                                                                       
|     
|10.20 |  | Fifth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated September 1, 1999 is hereby incorporated by
reference from Form 10-Q dated November 12, 1999.                                                                                                                                                                                                                                                 

15



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##### Table of Contents



|          |  |                                                                                                                                                                                                  
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         
|         
|         
|         
|10.21     |  | Sixth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated July 12, 2000 is hereby incorporated by
reference from Form 10-K dated July 14, 2000.         
|         
|10.22     |  | Seventh amendment to amended and restated loan agreement between
Comerica Bank and Maxco, Inc. dated January 11, 2000 is hereby
incorporated by reference from Form 10-Q dated February 14, 2001.
|         
|10.23     |  | Eighth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated March 19, 2001 is hereby incorporated by
reference from Form 10-K dated July 13, 2001.       
|         
|Item 6(b) |  | Reports on Form 8-K                                                                                                                                                                              
|          |  | None                                                                                                                                                                                             

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##### Table of Contents






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.

|      |  |                 |  |  |                                        
|----- |  | --------------- |  |  | ---------------------------------------
|      |  |                 |  |  | MAXCO, INC.                            
|     
|     
|Date: |  | August 14, 2001 |  |  | /S/ VINCENT SHUNSKY                    
|      |  |                 |  |  |                                        
|      |  |                 |  |  | Vincent Shunsky, Vice President-Finance
|      |  |                 |  |  | and Treasurer (Principal Financial and 
|      |  |                 |  |  | Accounting Officer)                    

17