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 December 31, 1996 --------------------------- 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.) 2400 Buhl Building, 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 December 31, 1996, 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) December 31 June 30 1996 1996 ----------- ------- ASSETS Current Assets: Cash . . . . . . . . . . . . . . . . . . . . . . $ 237 $ 782 Accounts Receivable, Less Allowance of $25,000 . 10,681 10,882 Inventories: Finished Products. . . . . . . . . . . . . . . . 3,712 4,731 In-Process Products. . . . . . . . . . . . . . . 5,225 5,388 Raw Materials And Supplies . . . . . . . . . . . 2,057 2,122 ------ ------ 10,994 12,241 Prepaid Expenses And Other Current Accounts. . . 522 471 Deferred Income Taxes . . . . . . . . . . . . . 855 752 ------ ------ Total Current Assets. . . . . . . . . . . . . 23,289 25,128 Other Assets: Intangible Pension Asset . . . . . . . . . . . . 2,548 2,548 Cash Value Of Life Insurance . . . . . . . . . . 4,943 4,889 Miscellaneous. . . . . . . . . . . . . . . . . . 1,226 1,130 ------ ------ 8,717 8,567 Property, Plant And Equipment. . . . . . . . . . . 75,375 73,420 Less Accumulated Depreciation. . . . . . . . . . 44,603 42,755 ------ ------ 30,772 30,665 ------- ------- Total Assets . . . . . . . . . . . . . . . . . . . $62,778 $64,360 ======= ======= - 2 - Part I FINANCIAL INFORMATION (Continued) December 31 June 30 1996 1996 ----------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable . . . . . . . . . . . . . . . . $ 3,546 $ 2,977 Payroll And Employee Benefits. . . . . . . . . . 3,666 5,262 Dividends Payable. . . . . . . . . . . . . . . . 109 109 Federal Income Taxes . . . . . . . . . . . . . . 458 415 Taxes, Other Than Income Taxes . . . . . . . . . 1,337 1,318 Accrued Pension Contributions. . . . . . . . . . 79 664 Other Accrued Liabilities. . . . . . . . . . . . 458 371 Current Maturities Of Long-Term Debt . . . . . . 400 400 ------- ------- Total Current Liabilities . . . . . . . . . . 10,053 11,516 Long Term Liabilities: Long-Term Debt . . . . . . . . . . . . . . . . . 5,985 7,960 Unfunded Pension Obligation. . . . . . . . . . . 2,977 2,977 Postretirement Benefits Other Than Pensions. . . 6,022 5,250 Deferred Income Taxes. . . . . . . . . . . . . . 1,175 1,122 Employee Benefits. . . . . . . . . . . . . . . . 1,135 1,194 Other Liabilities. . . . . . . . . . . . . . . . 482 440 ------- ------- Total Long-Term Liabilities . . . . . . . . . 17,776 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 . . . . . . . . . . . . . . . 2,940 2,918 Retained Earnings. . . . . . . . . . . . . . . . 32,587 31,561 Unfunded Pension Costs . . . . . . . . . . . . . (1,665) (1,665) ------- ------- Total Stockholders' Equity. . . . . . . . . . 34,949 33,901 ------- ------- Total Liabilities and Stockholders' Equity . . . . $62,778 $64,360 ======= ======= <FN> See Accompanying Notes. - 3 - FEDERAL SCREW WORKS CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Thousands of Dollars, Except Per Share) Three Months Six Months Ended Ended December 31 December 31 l996 1995 1996 1995 ---- ---- ---- ---- Net Sales.......................................... $23,759 $22,504 $47,465 $43,408 Costs And Expenses: Cost of Products Sold........................... 20,176 19,984 41,306 38,829 Selling And Administrative Expenses............. 1,441 1,040 2,684 2,142 Interest Expense................................ 143 264 275 462 ------- ------- ------- ------- Total Costs and Expenses..................... 21,760 21,288 44,265 41,433 ------- ------- ------- ------- Earnings Before Federal Income Taxes.................................... 1,999 1,216 3,200 1,975 Federal Income Taxes .............................. 679 414 1,088 671 ------- ------- ------- ------- Net Earnings....................................... $ 1,320 $ 802 $ 2,112 $ 1,304 ======= ======= ======= ======= Per Share Of Common Stock: Net Earnings Per Share............................. $ 1.21 $ .74 $ 1.94 $ 1.20 ======= ======= ======= ======= Cash Dividends Per Share........................... $ .10 $ .10 $ 1.00 $ .90 ======= ======= ======= ======= <FN> See Accompanying Notes. - 4 - FEDERAL SCREW WORKS CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars) Six Months Ended December 31 1996 1995 ---- ---- Operating Activities Net Earnings ..................................................... $ 2,112 $ 1,304 Adjustments to Reconcile Net Earnings to Net Cash Provided By (Used In) Operating Activities: Depreciation and Amortization................................. 1,870 1,719 Increase In Cash Value of Life Insurance...................... (54) (79) Change In Deferred Income Taxes............................... (50) 338 Employee Benefits............................................. (58) (67) Amortization of Restricted Stock.............................. 12 23 Other......................................................... 727 647 Changes In Operating Assets And Liabilities: Accounts Receivable.......................................... 201 263 Inventories And Prepaid Expenses............................. 1,197 110 Accounts Payable And Accrued Expenses........................ (1,463) (3,404) ------- ------- Net Cash Provided By Operating Activities........................... 4,494 854 Investing Activities Purchases of Property, Plant And Equipment-Net.................... (1,977) (2,883) Financing Activities Proceeds and Repayments From Bank Borrowings...................... (1,775) 2,970 Principal Payments on Lease Purchase Obligations.................. (200) (200) Dividends Paid.................................................... (1,087) (978) ------- ------- Net Cash Provided By (Used In) Financing Activities................. (3,062) 1,792 ------- ------- Decrease In Cash.................................................... (545) (237) Cash At Beginning Of Period......................................... 782 395 ------- ------- Cash At End Of Period............................................... $ 237 $ 158 ======= ======= <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 six months ended December 31, 1996, 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. As of December 31, 1996, there was $5,185,000 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. - 6 - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS: Net sales for the Company's second quarter ended December 31, 1996, increased $1,255,000, or 5.6%, compared with net sales for the second quarter of the prior year. Net sales for the six month period ended December 31, 1996, increased $4,057,000, or 9.3%, compared with the six month period of the prior year. The increase is largely attributable to new product programs. Gross profit for the three month period ended December 31, 1996,increased $1,063,000, or 42.2%, as compared with gross profit for the second quarter of the prior year. Gross profit for the six month period ended December 31, 1996, increased $1,580,000, or 34.5%, compared with the six month period of the prior year. The increase is attributable mainly to the new product programs. Selling and administrative expenses increased $401,000, or 38.6%, for the second quarter ended December 31, 1996, as compared with the second quarter of the prior year. Selling and administrative expenses increased $542,000, or 25.3%, as compared with the six month period ended December 31,1995. The increase is mainly attributable to increases in compensation. DIVIDENDS: The Board of Directors, in October 1996, declared a $.10 per share dividend paid January 3, 1997, to shareholders of record December 9, 1996. LIQUIDITY AND CAPITAL RESOURCES: Working capital decreased by $377,000 from $13,613,000 at June 30, 1996, to $13,236,000 at December 31, 1996. At December 31, 1996, the Company had available $19,815,000 under its bank credit agreement. Capital expenditures for the six month period ended December 31, 1996, were approximately $2.0 million, and, for the year, are expected to approximate $5.0 million, of which approximately $2.4 million has been committed as of December 31, 1996. 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 5. Other Events At its meeting held December 6, 1996, the Company's Board of Directors took action to extend until June 21, 1997, its election to have certain provisions of Chapter 7A of the Michigan Business Corporation Act apply to the Company. The election would have expired on December 21, 1996, if it had not been so extended. The original election to become subject to Chapter 7A was reported by the Company in a current report on Form 8-K dated July 11, 1996. 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 February 13, 1997 /s/ W. T. ZurSchmiede, Jr. ------------------- --------------------------- W. T. ZurSchmiede, Jr. Chairman, Chief Executive Officer and Chief Financial Officer Date February 13, 1997 /s/ John M. O'Brien ------------------- -------------------- John M. O'Brien Vice President -8-