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, 1998 ---------------------------------------------------- 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 March 31, 1998, the Company had one class of common stock outstanding, $1.00 par value common stock. There were 1,086,412 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 1998 1997 -------- ------- ASSETS Current Assets: Cash ................................................ $ 106 $ 1,176 Accounts Receivable, Less Allowance of $50 .......... 13,210 11,893 Inventories: Finished Products ................................... 2,808 3,872 In-Process Products ................................. 5,818 5,018 Raw Materials And Supplies .......................... 1,732 2,350 ------- ------- 10,358 11,240 Prepaid Expenses And Other Current Accounts ......... 191 276 Deferred Income Taxes ............................... 889 909 ------- ------- Total Current Assets ............................. 24,754 25,494 Other Assets: Intangible Pension Asset ............................ 2,550 2,550 Cash Value Of Life Insurance ........................ 5,147 5,065 Miscellaneous ....................................... 1,650 1,407 ------- ------- 9,347 9,022 Property, Plant And Equipment ......................... 84,015 79,348 Less Accumulated Depreciation ....................... 48,398 45,706 ------- ------- 35,617 33,642 ------- ------- Total Assets .......................................... $69,718 $68,158 ======= ======= - 2 - Part I FINANCIAL INFORMATION (Continued) March 31 June 30 1998 1997 -------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable .................................. $ 5,198 $ 5,394 Payroll And Employee Benefits ..................... 6,216 7,072 Dividends Payable ................................. 109 109 Federal Income Taxes .............................. 385 849 Taxes, Other Than Income Taxes .................... 1,153 1,429 Accrued Pension Contributions ..................... 0 429 Other Accrued Liabilities ......................... 251 375 Current Maturities Of Long-Term Debt .............. 400 400 -------- -------- Total Current Liabilities ...................... 13,712 16,057 Long Term Liabilities: Long-Term Debt .................................... 1,100 600 Unfunded Pension Obligation ....................... 1,526 1,526 Postretirement Benefits Other Than Pensions ....... 7,845 6,746 Deferred Income Taxes ............................. 1,775 1,564 Employee Benefits ................................. 1,052 1,105 Other Liabilities ................................. 584 479 -------- -------- Total Long-Term Liabilities .................... 13,882 12,020 Stockholders' Equity: Common Stock, $1.00 Par Value, Authorized 2,000,000 Shares; 1,086,412 Shares Outstanding at March 31, 1998 and 1,086,512 at June 30, 1997 . 1,086 1,087 Additional Capital ................................ 3,076 3,066 Retained Earnings ................................. 39,460 37,426 Unfunded Pension Costs ............................ (1,498) (1,498) -------- -------- Total Stockholders' Equity ..................... 42,124 40,081 -------- -------- Total Liabilities and Stockholders' Equity .......... $ 69,718 $ 68,158 ======== ======== <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 l998 1997 1998 1997 ---- ---- ---- ---- Net Sales ............................ $28,536 $27,536 $78,636 $75,001 Costs And Expenses: Cost of Products Sold ............. 23,951 23,178 67,475 64,484 Selling And Administrative Expenses 1,805 1,676 4,829 4,360 Interest Expense .................. 37 90 113 365 ------- ------- ------- ------- Total Costs and Expenses ....... 25,793 24,944 72,417 69,209 ------- ------- ------- ------- Earnings Before Federal Income Taxes ...................... 2,743 2,592 6,219 5,792 Federal Income Taxes ................. 933 880 2,114 1,968 ------- ------- ------- ------- Net Earnings ......................... $ 1,810 $ 1,712 $ 4,105 $ 3,824 ======= ======= ======= ======= Per Share Of Common Stock: Basic and Diluted Earnings Per Share . $ 1.67 $ 1.58 $ 3.78 $ 3.52 ======= ======= ======= ======= Cash Dividends Per Share ............. $ .10 $ .10 $ 1.90 $ 1.10 ======= ======= ======= ======= <FN> See Accompanying Notes. - 4 - FEDERAL SCREW WORKS CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars) Nine Months Ended March 31 1998 1997 ---- ---- Operating Activities Net Earnings .................................... $ 4,105 $ 3,824 Adjustments to Reconcile Net Earnings to Net Cash Provided By (Used In) Operating Activities: Depreciation and Amortization ............... 3,072 2,852 Increase In Cash Value of Life Insurance .... (82) (82) Change In Deferred Income Taxes ............. 231 66 Employee Benefits ........................... (53) (74) Amortization of Restricted Stock ............ 0 18 Other ....................................... 970 1,106 Changes In Operating Assets And Liabilities: Accounts Receivable ........................ (1,317) (1,092) Inventories And Prepaid Expenses ........... 967 1,799 Accounts Payable And Accrued Expenses ...... (2,345) 891 ------- ------- Net Cash Provided By Operating Activities ......... 5,548 9,308 Investing Activities Purchases of Property, Plant And Equipment-Net .. (5,047) (3,460) Financing Activities Proceeds and Repayments on Bank Borrowings ...... 700 (5,105) Principal Payments on Lease Purchase Obligations (200) (200) Purchase of Common Stock ........................ (5) 0 Dividends Paid .................................. (2,065) (1,195) ------- ------- Net Cash Used In Financing Activities ............. (1,570) (6,500) ------- ------- Decrease In Cash .................................. (1,069) (652) Cash At Beginning Of Period ....................... 1,175 782 ------- ------- Cash At End Of Period ............................. $ 106 $ 130 ======= ======= <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, 1998, are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 1998. Note B - Debt The Company has a $25,000,000 Revolving Credit and Term Loan Agreement with a Bank. Under the 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 commencing three months following conversion until maturity of the term note on October 31, 2002. As of March 31, 1998, there was $700,000 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 In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share." Statement 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. Statement No. 128 has had no impact on the Company's calculation of average shares outstanding or earnings per share for any of the years presented. 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, 1998, increased $1,000,000, or 3.6%, compared with net sales for the third quarter of the prior year. Net sales for the nine month period ended March 31, 1998, increased $3,635,000, or 4.8%, compared with the nine month period of the prior year. The increase is attributable to new product development and the steady growth of sales to Tier I suppliers in the automotive industry. Gross profit for the three month period ended March 31, 1998, increased $227,000, or 5.2%, as compared with gross profit for the third quarter of the prior year. Gross profit for the nine month period ended March 31, 1998, increased $644,000, - 6 - or 6.1%, as compared with the nine month period ended March 31, 1997. The increase is attributable mainly to efficiencies related to additional volume and an improved product mix. Selling and administrative expenses increased $129,000, or 7.7%, for the third quarter ended March 31, 1998, as compared with the third quarter of the prior year. Selling and administrative expenses increased $469,000, or 10.8%, as compared with the nine month period ended March 31, 1997. The increase is mainly attributable to increases in compensation necessary to support the Company's expanded sales volume. DIVIDENDS: The Board of Directors, in February 1998, declared a $.10 per share dividend paid April 1, 1998, to shareholders of record March 6, 1998. LIQUIDITY AND CAPITAL RESOURCES: Working capital increased by $1,605,000 from $9,437,000 at June 30, 1997, to $11,042,000 at March 31, 1998. At March 31, 1998, the Company had available $24,300,000 under its bank credit agreement. Capital expenditures for the nine month period ended March 31, 1998, were approximately $5.1 million, and, for the year, are expected to approximate $8.0 million, of which approximately $1.9 million has been committed as of March 31, 1998. There have been no material changes concerning environmental matters since those reported in the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997. The Registrant was designated by the Federal Environmental Protection Agency (the "EPA") as a Potentially Responsible Party ("PRP") with respect to a site located in Springfield Township, Oakland County, Michigan, and two other related dump sites located in Oakland County, Michigan. The PRPs have reached agreement with the EPA on the terms of a settlement which provides for the remediation of the Springfield Township site. The PRPs, including the Registrant, have signed a Consent Decree embodying the settlement terms and the EPA is in the process of having the court review and enter the Consent Decree. Remediation costs for which the Registrant may become liable are not expected to have a material effect on the Registrant's financial statements. The Registrant has reached agreement with the other PRPs involved with this site to settle all remaining identified claims for a cost to the Registrant of approximately $173,000. The Registrant previously paid $48,000 as its share of an interim response action. The Company has fully accrued management's estimate of the exposure to these environmental matters which includes the full cost outlined in the Consent Decree with respect to the Springfield Township site. The Registrant has also paid a total of $41,000 to settle cost reimbursement claims for this site and the Rose Township Site that were asserted by the Michigan Department of Natural Resources. - 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 14, 1998 /s/ W. T. ZurSchmiede, Jr. -------------- --------------------------------- W. T. ZurSchmiede, Jr. Chairman, Chief Executive Officer and Chief Financial Officer Date May 14, 1998 /s/ John M. O'Brien -------------- --------------------------------- John M. O'Brien Vice President Exhibit Index: Exhibit 27 Financial Data Schedule - 8 -