UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended March 31, 1997 ------------------------- OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to --------------- ----------------------- Commission File Number: O-1837 ------------------------ FEDERAL SCREW WORKS - ------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Michigan 38-0533740 - ------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 535 Griswold Street, Suite 2400, Detroit Michigan 48226 - ------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, and area code (313) 963-2323 ---------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES__ X__ NO____ At March 31, 1997, the Company had one class of common stock outstanding, $1.00 par value common stock. There were 1,086,662 shares of such common stock outstanding at that time. (continued) Part I FINANCIAL INFORMATION FEDERAL SCREW WORKS CONDENSED BALANCE SHEETS (UNAUDITED) (Thousands of Dollars) March 31 June 30 1997 1996 -------- ------- ASSETS Current Assets: Cash .......................................... $ 130 $ 782 Accounts Receivable, Less Allowance of $25 .... 11,974 10,882 Inventories: Finished Products ............................. 3,816 4,731 In-Process Products ........................... 4,588 5,388 Raw Materials And Supplies .................... 2,217 2,122 ------- ------- 10,621 12,241 Prepaid Expenses And Other Current Accounts ... 292 471 Deferred Income Taxes ......................... 910 752 ------- ------- Total Current Assets ....................... 23,927 25,128 Other Assets: Intangible Pension Asset ...................... 2,548 2,548 Cash Value Of Life Insurance .................. 4,971 4,889 Miscellaneous ................................. 1,256 1,130 ------- ------- 8,775 8,567 Property, Plant And Equipment ................... 76,843 73,420 Less Accumulated Depreciation ................. 45,570 42,755 ------- ------- 31,273 30,665 ------- ------- Total Assets .................................... $63,975 $64,360 ======= ======= - 2 - Part I FINANCIAL INFORMATION (Continued) March 31 June 30 1997 1996 -------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable ............................. $ 4,807 $ 2,977 Payroll And Employee Benefits ................ 5,336 5,262 Dividends Payable ............................ 109 109 Federal Income Taxes ......................... 221 415 Taxes, Other Than Income Taxes ............... 1,076 1,318 Other Accrued Liabilities .................... 459 1,035 Current Maturities Of Long-Term Debt ......... 400 400 -------- -------- Total Current Liabilities ................. 12,408 11,516 Long Term Liabilities: Long-Term Debt ............................... 2,655 7,960 Unfunded Pension Obligation .................. 2,977 2,977 Postretirement Benefits Other Than Pensions .. 6,407 5,250 Deferred Income Taxes ........................ 1,346 1,122 Employee Benefits ............................ 1,120 1,194 Other Liabilities ............................ 503 440 -------- -------- Total Long-Term Liabilities ............... 15,008 18,943 Stockholders' Equity: Common Stock, $1.00 Par Value, Authorized 2,000,000 Shares; 1,086,662 Shares Outstanding .................................. 1,087 1,087 Additional Capital ........................... 2,947 2,918 Retained Earnings ............................ 34,190 31,561 Unfunded Pension Costs ....................... (1,665) (1,665) -------- -------- Total Stockholders' Equity ................ 36,559 33,901 -------- -------- Total Liabilities and Stockholders' Equity ..... $ 63,975 $ 64,360 ======== ======== <FN> See Accompanying Notes. - 3 - FEDERAL SCREW WORKS CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Thousands of Dollars, Except Per Share) Three Months Nine Months Ended Ended March 31 March 31 l997 1996 1997 1996 ------- ------- -------- ------- Net Sales .............................. $27,536 $23,517 $75,001 $66,925 Costs And Expenses: Cost of Products Sold ............... 23,178 20,136 64,484 58,965 Selling And Administrative Expenses . 1,676 1,406 4,360 3,548 Interest Expense .................... 90 212 365 674 ------- ------- ------- ------- Total Costs and Expenses ......... 24,944 21,754 69,209 63,187 ------- ------- ------- ------- Earnings Before Federal Income Taxes ........................ 2,592 1,763 5,792 3,738 Federal Income Taxes ................... 880 600 1,968 1,271 ------- ------- ------- ------- Net Earnings ........................... $ 1,712 $ 1,163 $ 3,824 $ 2,467 ======= ======= ======= ======= Per Share Of Common Stock: Net Earnings Per Share ................. $ 1.58 $ 1.07 $ 3.52 $ 2.27 ======= ======= ======= ======= Cash Dividends Per Share ............... $ .10 $ .10 $ 1.10 $ 1.00 ======= ======= ======= ======= <FN> See Accompanying Notes. - 4 - FEDERAL SCREW WORKS CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars) Nine Months Ended March 31 1997 1996 ------- -------- Operating Activities Net Earnings ......................................... $ 3,824 $ 2,467 Adjustments to Reconcile Net Earnings to Net Cash Provided By (Used In) Operating Activities: Depreciation and Amortization .................... 2,852 2,623 Increase In Cash Value of Life Insurance ......... (82) (106) Change In Deferred Income Taxes .................. 66 338 Employee Benefits ................................ (74) (103) Amortization of Restricted Stock ................. 18 35 Other ............................................ 1,106 1,093 Changes In Operating Assets And Liabilities: Accounts Receivable ............................. (1,092) (231) Inventories And Prepaid Expenses ................ 1,799 (1,044) Accounts Payable And Accrued Expenses ........... 891 (2,443) ------- ------- Net Cash Provided By Operating Activities .............. 9,308 2,629 Investing Activities Purchases of Property, Plant And Equipment-Net ....... (3,460) (3,965) Financing Activities Proceeds and Repayments From Bank Borrowings ......... (5,105) 2,300 Principal Payments on Lease Purchase Obligations ..... (200) (200) Dividends Paid ....................................... (1,195) (1,087) ------- ------- Net Cash Provided By (Used In) Financing Activities .... (6,500) 1,013 ------- ------- Decrease In Cash ....................................... (652) (323) Cash At Beginning Of Period ............................ 782 395 ------- ------- Cash At End Of Period .................................. $ 130 $ 72 ======= ======= <FN> See Accompanying Notes. - 5 - FEDERAL SCREW WORKS NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note A - Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine months ended March 31, 1997, are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 1997. Note B - Debt On October 24, 1995, the Company entered into a $25,000,000 Revolving Credit and Term Loan Agreement with a Bank. This agreement replaces the agreement in effect as of September 21, 1989, as amended. On October 23, 1996, the Bank approved a one year extension of the revolving credit facility and term loan option. The Company now has the option to convert borrowings thereunder (classified as long-term debt) to a term note through October 31, 1999, the new expiration date of the Agreement. Payments under the term note, if the conversion option is exercised, would be made quarterly and could extend to October 31, 2001. The Company had the option to extend the Agreement one year later than the revolving credit maturity date then in effect. As of March 31, 1997, there was $1,855,000 in outstanding borrowings under the Revolving Credit and Term Loan Agreement. Note C - Dividends Cash dividends per share are based on the number of shares outstanding at the respective dates of declaration. Note D - Earnings Per Share and Capital Structure The Financial Accounting Standards Board (FASB) issued this year "Statements of Financial Accounting Standards No. 128, Earnings Per Share, and No. 129, Disclosure of Information About Capital Structure." The adoption of these standards will not have a material effect on the Company's financial statements. - 6 - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS: Net sales for the Company's third quarter ended March 31, 1997, increased $4,019,000, or 17.1%, compared with net sales for the third quarter of the prior year. Net sales for the nine month period ended March 31, 1997, increased $8,076,000, or 12.1%, compared with the nine month period of the prior year. The increase is largely attributable to the strong demand for current automotive and refrigeration products, as well as new products developed to serve these industries. Gross profit for the three month period ended March 31, 1997, increased $977,000, or 28.9%, as compared with gross profit for the third quarter of the prior year. Gross profit for the nine month period ended March 31, 1997, increased $2,557,000, or 32.1%, compared with the nine month period of the prior year. The increase is attributable mainly to the new product programs, as well as to the increase in sales. Selling and administrative expenses increased $270,000, or 19.2%, for the third quarter ended March 31, 1997, as compared with the third quarter of the prior year. Selling and administrative expenses increased $812,000, or 22.9%, as compared with the nine month period ended March 31, 1996. The increase is mainly attributable to increases in compensation. DIVIDENDS: The Board of Directors, in February 1997, declared a $.10 per share dividend paid April 1, 1997, to shareholders of record March 7, 1997. LIQUIDITY AND CAPITAL RESOURCES: Working capital decreased by $2,093,000 from $13,612,000 at June 30, 1996, to $11,519,000 at March 31, 1997. At March 31, 1997, the Company had available $23,145,000 under its bank credit agreement. Capital expenditures for the nine month period ended March 31, 1997, were approximately $3.5 million, and, for the year, are expected to approximate $6.5 million, of which approximately $1.9 million has been committed as of March 31, 1997. There have been no material changes concerning environmental matters since those reported in the Registrant's Form 10-K for the fiscal year ended June 30, 1996. - 7 - PART II OTHER INFORMATION Item 1. Legal Proceedings The information set forth at the conclusion of the Liquidity and Capital Resources discussion in Item 2 of Part I concerning environmental matters is incorporated by reference. Item 6. Exhibits and Reports on Form 8-K (a) Reports on Form 8-K. There was no SEC Form 8-K filed this quarter. There were no unusual charges or credits to income, nor a change in independent accountants. 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. Federal Screw Works ------------------- Date May 13, 1997 /s/ W. T. ZurSchmiede, Jr. -------------- --------------------------------- W. T. ZurSchmiede, Jr. Chairman, Chief Executive Officer and Chief Financial Officer Date May 13, 1997 /s/ John M. O'Brien -------------- -------------------- John M. O'Brien Vice President -8-