1
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, 2000
---------------------------------------------------------
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: 0-1837
------------------------------------------------------
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.)
20229 Nine Mile Road, St. Clair Shores, Michigan 48080
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, and area code (810) 443-4200
----------------------------------
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 December 31, 2000, the Company had one class of common stock outstanding,
$1.00 par value common stock. There were 1,298,576 shares of such common stock
outstanding at that time.
(continued)
2
Part I FINANCIAL INFORMATION
FEDERAL SCREW WORKS
CONDENSED BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)
Dec. 31 June 30
2000 2000
-------- -------
ASSETS
Current Assets:
Cash............................................ $ 146 $ 1,542
Accounts Receivable, Less Allowance of $50...... 12,514 16,958
Inventories:
Finished Products............................. 8,484 6,186
In-Process Products........................... 7,478 6,873
Raw Materials And Supplies.................... 1,961 1,955
-------- --------
17,923 15,014
Prepaid Expenses And Other Current Accounts..... 480 393
Deferred Income Taxes........................... 965 956
-------- --------
Total Current Assets......................... 32,028 34,863
Other Assets:
Intangible Pension Asset........................ 942 942
Cash Value Of Life Insurance.................... 5,491 5,435
Prepaid Pension Cost............................ 7,231 7,398
Miscellaneous................................... 1,793 1,706
-------- --------
Total Other Assets.............................. 15,457 15,481
Property, Plant And Equipment..................... 100,341 98,148
Less Accumulated Depreciation................... 56,665 54,272
-------- --------
Net Properties.................................. 43,676 43,876
-------- --------
Total Assets...................................... $ 91,161 $ 94,220
======== ========
- 2 -
3
Part I FINANCIAL INFORMATION (Continued)
Dec 31 June 30
2000 2000
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable.................................... $ 4,834 $ 7,357
Payroll And Employee Benefits....................... 4,472 8,354
Dividends Payable................................... 233 104
Federal Income Taxes................................ 0 39
Taxes, Other Than Income Taxes...................... 1,534 1,740
Accrued Pension Contributions....................... 485 0
Other Accrued Liabilities........................... 110 64
-------- --------
Total Current Liabilities........................ 11,668 17,658
Long Term Liabilities:
Long-Term Debt...................................... 3,200 0
Deferred Employee Compensation...................... 2,076 2,076
Postretirement Benefits Other Than Pensions......... 12,553 11,747
Deferred Income Taxes............................... 2,067 2,425
Employee Benefits................................... 959 975
Other Liabilities................................... 826 803
-------- --------
Total Long-Term Liabilities...................... 21,681 18,026
Stockholders' Equity:
Common Stock, $1.00 Par Value, Authorized
2,000,000 Shares; 1,298,576 Shares Outstanding
at December 31, 2000 and 1,301,376
at June 30, 2000, as restated (Note C).............. 1,299 1,302
Additional Capital.................................. 3,269 3,269
Retained Earnings................................... 53,252 53,973
Unfunded Pension Costs.............................. (8) (8)
-------- --------
Total Stockholders' Equity....................... 57,812 58,536
-------- --------
Total Liabilities and Stockholders' Equity............ $ 91,161 $ 94,220
======== ========
See Accompanying Notes.
- 3 -
4
FEDERAL SCREW WORKS
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(Thousands of Dollars, Except Per Share)
Three Months Ended Six Months Ended
December 31 December 31
2000 1999 2000 1999
------- ------- ------- -------
Net Sales..................................................... $26,045 $29,324 $53,256 $56,392
Costs And Expenses:
Cost of Products Sold...................................... 23,230 25,530 47,509 49,276
Selling And Administrative Expenses........................ 1,543 1,756 3,101 3,446
Interest Expense........................................... 54 56 62 90
------- ------- ------- -------
Total Costs and Expenses................................ 24,827 27,342 50,672 52,812
------- ------- ------- -------
Earnings Before Federal
Income Taxes............................................... 1,218 1,982 2,584 3,580
Federal Income Taxes ......................................... 415 675 880 1,219
------- ------- ------- -------
Net Earnings.................................................. $ 803 $ 1,307 $ 1,704 $ 2,361
======= ======= ======= =======
Per Share Of Common Stock:
Basic and Diluted Earnings Per Share.......................... $ 0.62 $ 0.98 $ 1.31 $ 1.77
======= ======= ======= =======
Cash Dividends Declared Per Share............................. $ 0.18 $ 0.08 $ 1.78 $ 1.68
======= ======= ======= =======
The above per share amounts have been adjusted to retroactively give effect to a
5 for 4 stock split declared by the Company's Board of Directors on December 8,
2000, payable April 2, 2001.
See Accompanying Notes.
- 4 -
5
FEDERAL SCREW WORKS
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)
Six Months
Ended
December 31
2000 1999
---- ----
Operating Activities
Net Earnings ............................................. $ 1,704 $ 2,361
Adjustments to Reconcile Net Earnings to Net Cash
Provided By (Used In) Operating Activities:
Depreciation and Amortization ........................ 2,508 2,419
Increase In Cash Value of Life Insurance ............. (56) (54)
Change In Deferred Income Taxes ...................... (367) (215)
Employee Benefits .................................... (16) (52)
Other ................................................ 908 927
Changes In Operating Assets And Liabilities:
Accounts Receivable .................................. 4,444 608
Inventories And Prepaid Expenses ..................... (2,995) (613)
Accounts Payable And Accrued Expenses ................ (6,223) (2,070)
------- -------
Net Cash Provided By (Used In) Operating Activities ........ (93) 3,311
Investing Activities
Purchases of Property, Plant And Equipment-Net ........... (2,308) (3,154)
------- -------
Net Cash Used In Investing Activities ...................... (2,308) (3,154)
Financing Activities
Additional Borrowings Under Credit Agreement ............. 3,200 2,785
Purchase of Common Stock ................................. (111) (702)
Dividends Paid ........................................... (2,084) (2,258)
------- -------
Net Cash Provided By (Used In) Financing Activities ........ 1,005 (175)
------- -------
Decrease In Cash ........................................... (1,396) (18)
Cash At Beginning Of Period ................................ 1,542 279
------- -------
Cash At End Of Period ...................................... $ 146 $ 261
======= =======
See Accompanying Notes.
- 5 -
6
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, 2000,
are not necessarily indicative of the results to be expected for the fiscal year
ending June 30, 2001.
NOTE B - DEBT
On October 18, 2000, Comerica Bank approved a one year extension of the
Company's $25,000,000 Revolving Credit and Term Loan Agreement. Under the
agreement the Company has the option to convert borrowings thereunder
(classified as long-term debt) to a term note through October 31, 2003, 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, 2005. As of December 31, 2000, there was $3,200,000 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. The Board of Directors, in December 2000,
declared a 5 for 4 split of the common stock of the Company to be distributed
April 2, 2001, to shareholders of record February 23, 2001. The stock split will
result in the distribution of one share of common stock for each four shares of
common stock held on the record date.
The stock split has been retroactively reflected in the accompanying financial
statements.
NOTE D - IMPACT OF NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board issued "Statements of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities." The Company adopted the statement in fiscal 2000 with no material
effect on the Company's financial statements.
In December, 1999, the SEC staff issued Staff Accounting Bulletin (SAB) No. 101,
Revenue Recognition in Financial Statements. The Company adopted the statement
in fiscal 2000 with no material effect on the Company's financial statements.
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, 2000, decreased $3,279,000, or (11.2%), compared with net sales for the
second quarter of the prior year. Net sales for the six month period ended
December 31, 2000, decreased $3,136,000 or (5.6%), compared with the six month
period of the prior year. The decrease is attributable mainly to the decline in
North American automotive production during the past quarter.
- 6 -
7
Gross profit for the three month period ended December 31, 2000, decreased
$979,000, or (25.8)%, as compared with gross profit for the second quarter of
the prior year. Gross profit for the six month period ended December 31, 2000,
decreased $1,369,000, or (19.2%), as compared with the six month period of the
prior year. The decrease is attributable mainly to the decline in North American
automotive production and continual price pressure from our customers.
Selling and administrative expenses decreased $213,000, or (12.1)%, for the
second quarter ended December 31, 2000, as compared with the second quarter of
the prior year. Selling and administrative expenses decreased $345,000, or
(10.0%), as compared with the six month period ended December 31, 1999. The
decrease is mainly attributable to decreases in compensation and related
expenses.
The Registrant's Shareholders are aware of the Registrant's dependence upon
sales to the two largest U.S. automobile manufacturers, a condition that has
existed for at least fifty years. Although the Registrant has purchase orders
from such customers, such purchase orders generally provide for supplying the
customer's requirements for a particular model or model year rather than for
manufacturing a specific quantity of products. The loss of any one of such
customers or significant purchase orders could have a material adverse effect
on the Registrant. These customers are also able to exert considerable pressure
on component suppliers to reduce costs, improve quality and provide additional
design and engineering capabilities. There can be no assurance that the
additional costs of increased quality standards, price reductions or additional
capabilities required by such customers will not have a material adverse effect
on the financial condition or results of operations of the Registrant.
DIVIDENDS: The Board of Directors, in October, 2000, declared a $.10 per share
quarterly dividend paid January 2, 2001, to shareholders of record December 1,
2000. In addition, the Board of Directors, in December 2000, declared a 5 for 4
split of the common stock of the Company, as well as a $.10 per share quarterly
dividend both payable April 2, 2001, to shareholders of record February 23,
2001. The dividend will be paid on the new number of shares. The stock split
will result in the distribution of one share of common stock for each four
shares of common stock held on the record date.
LIQUIDITY AND CAPITAL RESOURCES: Working capital increased by $3,155,000 from
$17,205,000 at June 30, 2000, to $20,360,000 at December 31, 2000. The increase
is mainly attributable to the reduction in accounts payable and an increase in
inventories.
At December 31, 2000, the Company had available $21,800,000 under its bank
credit agreement.
Capital expenditures for the six month period ended December 31, 2000, were
approximately $2.3 million, and, for the year, are expected to approximate $12.9
million, of which approximately $7.0 million has been committed as of December
31, 2000.
There have been no material changes concerning environmental matters since those
reported in the Registrant's Report on Form 10-K for the fiscal year ended June
30, 2000.
FORWARD LOOKING STATEMENTS: The foregoing discussion and analysis contains a
number of "forward looking statements" within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934, both as amended, with respect
to expectations for future periods which are subject to various uncertainties,
including competition, Information Systems issues related to the Year 2000, the
- 7 -
8
loss of, or reduction in business with, the Company's principal customers, work
stoppages, strikes and slowdowns at the Company's facilities and those of its
customers; adverse changes in economic conditions generally and those of the
automotive industry, specifically.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's market risk is limited to interest rate risk on its
revolving credit and term loan agreement. At December 31, 2000, the carrying
amounts reported in the balance sheets for cash, accounts receivable, accounts
payable, debt and investments approximate fair value. Accordingly, management
believes this risk is not material.
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.
9
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, 2001 /s/ W.T. ZurSchmiede, Jr.
--------------------- ---------------------------------
W. T. ZurSchmiede, Jr.
Chairman, Chief Executive Officer
and Chief Financial Officer