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 September 30, 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 require- ments for the past 90 days. YES __ X __ NO _______ At September 30, 1997, the Company had one class of common stock outstanding, $1.00 par value common stock. There were 1,086,512 shares of such common stock outstanding at that time. (continued) Part I FINANCIAL INFORMATION FEDERAL SCREW WORKS CONDENSED BALANCE SHEETS (UNAUDITED) (Thousands of Dollars) September 30 June 30 1997 1997 ------------ ------- ASSETS Current Assets: Cash . . . . . . . . . . . . . . . . . . . . . . $ 131 $ 1,176 Accounts Receivable, Less Allowance of $50 . . . 12,680 11,893 Inventories: Finished Products. . . . . . . . . . . . . . . . 3,206 3,872 In-Process Products. . . . . . . . . . . . . . . 5,468 5,018 Raw Materials And Supplies . . . . . . . . . . . 1,335 2,350 ------- ------- 10,009 11,240 Prepaid Expenses And Other Current Accounts. . . 312 276 Deferred Income Taxes . . . . . . . . . . . . . 910 909 ------- ------- Total Current Assets. . . . . . . . . . . . . 24,042 25,494 Other Assets: Intangible Pension Asset . . . . . . . . . . . . 2,550 2,550 Cash Value Of Life Insurance . . . . . . . . . . 5,092 5,065 Miscellaneous. . . . . . . . . . . . . . . . . . 1,459 1,407 ------- ------- 9,101 9,022 Property, Plant And Equipment. . . . . . . . . . . 80,440 79,348 Less Accumulated Depreciation. . . . . . . . . . 46,392 45,706 ------- ------- 34,048 33,642 ------- ------- Total Assets . . . . . . . . . . . . . . . . . . . $67,191 $68,158 ======= ======= - 2 - Part I FINANCIAL INFORMATION (Continued) September 30 June 30 1997 1997 ------------ ------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable . . . . . . . . . . . . . . . . $ 4,035 $ 5,394 Payroll And Employee Benefits. . . . . . . . . . 4,173 7,072 Dividends Payable. . . . . . . . . . . . . . . . 1,847 109 Federal Income Taxes . . . . . . . . . . . . . . 466 849 Taxes, Other Than Income Taxes . . . . . . . . . 1,200 1,429 Accrued Pension Contributions . . . . . . . . . 236 429 Other Accrued Liabilities. . . . . . . . . . . . 463 375 Current Maturities Of Long-Term Debt . . . . . . 400 400 ------- ------- Total Current Liabilities . . . . . . . . . . 12,820 16,057 Long Term Liabilities: Long-Term Debt . . . . . . . . . . . . . . . . . 3,360 600 Unfunded Pension Obligation. . . . . . . . . . . 1,526 1,526 Postretirement Benefits Other Than Pensions. . . 7,113 6,746 Deferred Income Taxes. . . . . . . . . . . . . . 1,602 1,564 Employee Benefits. . . . . . . . . . . . . . . . 1,082 1,105 Other Liabilities. . . . . . . . . . . . . . . . 495 479 ------- ------- Total Long-Term Liabilities . . . . . . . . . 15,178 12,020 Stockholders' Equity: Common Stock, $1.00 Par Value, Authorized 2,000,000 Shares; 1,086,512 Shares Outstanding at Sept. 30, 1997 and at June 30, 1997 . . . . . 1,087 1,087 Additional Capital . . . . . . . . . . . . . . . 3,074 3,066 Retained Earnings. . . . . . . . . . . . . . . . 36,530 37,426 Unfunded Pension Costs . . . . . . . . . . . . . (1,498) (1,498) ------- ------- Total Stockholders' Equity. . . . . . . . . . 39,193 40,081 ------- ------- Total Liabilities and Stockholders' Equity . . . . $67,191 $68,158 ======= ======= <FN> See Accompanying Notes. - 3 - FEDERAL SCREW WORKS CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Thousands of Dollars, Except Per Share) Three Months Three Months Ended Ended September 30 September 30 l997 1996 ------------ ------------ Net Sales..................................... $24,716 $23,706 Costs And Expenses: Cost of Products Sold...................... 21,594 21,130 Selling And Administrative Expenses ....... 1,661 1,242 Interest Expense........................... 20 132 ------- ------- Total Costs and Expenses................ 23,275 22,504 ------- ------- Earnings Before Federal Income Taxes............................... 1,441 1,202 Federal Income Taxes ......................... 489 409 ------- ------- Net Earnings.................................. $ 952 $ 793 ======= ======= Per Share Of Common Stock: Net Earnings Per Share....................... $ .88 $ .73 ======= ======= Cash Dividends Per Share..................... $ 1.70 $ .90 ======= ======= <FN> See Accompanying Notes. - 4 - FEDERAL SCREW WORKS CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars) Three Months Ended September 30 1997 1996 ---- ---- Operating Activities Net Earnings ............................................. $ 952 $ 793 Adjustments to Reconcile Net Earnings to Net Cash Provided By (Used In) Operating Activities: Depreciation and Amortization......................... 991 922 Increase In Cash Value of Life Insurance.............. (27) (27) Change In Deferred Income Taxes....................... 38 (38) Employee Benefits..................................... (22) (33) Amortization of Restricted Stock...................... 0 6 Other................................................. 337 406 Changes In Operating Assets And Liabilities: Accounts Receivable.................................. (787) (836) Inventories And Prepaid Expenses..................... 1,195 932 Accounts Payable And Accrued Expenses................ (4,976) (2,064) ------- ------ Net Cash Provided By (Used In) Operating Activities ........ (2,299) 61 Investing Activities Purchases of Property, Plant And Equipment-Net ........... (1,397) (629) Financing Activities Net Proceeds From Bank Borrowings......................... 2,760 160 Dividends Paid............................................ (109) (109) ------- ------ Net Cash Provided By Financing Activities................... 2,651 51 ------- ------ Decrease In Cash............................................ (1,045) (517) Cash At Beginning Of Period................................. 1,176 782 ------- ------ Cash At End Of Period....................................... $ 131 $ 265 ======= ====== <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 three months ended September 30, 1997, are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 1998. Note B - Debt On October 15, 1997, the Bank approved a one year extension of the Company's $25,000,000 Revolving Credit and Term Loan Agreement. The Company has the option to convert borrowings thereunder (classified as long-term debt) to a term note through October 31, 2000, the 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, 2002. As of September 30, 1997, there was $2,760,000 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. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS: Net sales for the Company's first quarter ended September 30, 1997, increased $1,010,000, or 4.3%, compared with net sales for the first quarter of the prior year. The increase is attributable to new product development and the continued strong demand in North American automobile sales. Gross profit for the three month period ended September 30, 1997, increased $546,000, or 21.2%, as compared with gross profit for the first quarter of the prior year. The increase is attributable mainly to additional volume and product mix. Selling and administrative expenses increased $419,000, or 33.7%, for the first quarter ended September 30, 1997, as compared with the first quarter of the prior year. The increase is mainly attributable to the increase in compensation which is driven by increased profitability. - 6 - DIVIDENDS: The Board of Directors, in August 1997, declared a $.10 per share dividend and an extra $1.60 per share dividend, paid October 1, 1997, to shareholders of record September 5, 1997. LIQUIDITY AND CAPITAL RESOURCES: Working capital increased by $1,785,000 from $9,437,000 at June 30, 1997, to $11,222,000 at September 30, 1997. At September 30, 1997, the Company had available $22,240,000 under its bank credit agreement. Capital expenditures for the three month period ended September 30, 1997, were approximately $1.4 million, and, for the year, are expected to approximate $7.0 million, of which approximately $5.1 million has been committed as of September 30, 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, 1997. 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) Exhibit 10.2. One year extension of Revolving Credit and Term Loan Agreement by and between Registrant and Comerica Bank, dated October 15, 1997. Exhibit 27 Financial Data Schedule (b) 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. - 7 - 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 November 13, 1997 /s/ W. T. ZurSchmiede, Jr. ------------------- -------------------------- W. T. ZurSchmiede, Jr. Chairman, Chief Executive Officer and Chief Financial Officer Date November 13, 1997 /s/ John M. O'Brien ------------------- ------------------- John M. O'Brien Vice President Exhibit Index: Exhibit 10.2 One Year Extension of Revolving Credit and Term Loan Agreement Exhibit 27 Financial Data Schedule -8-