UNIVERSAL MFG. CO. ANNUAL REPORT 1997 1964-1997 131 CONSECUTIVE QUARTERLY DIVIDENDS - -------------------------------------------------------------------------------- PRESIDENT'S MESSAGE TO OUR STOCKHOLDERS - -------------------------------------------------------------------------------- The fiscal year ended July 31, 1997, was another record year for Universal Mfg. Co. Both earnings and sales were the highest in the history of the Company. This was the fifth consecutive year of record sales. Total sales were $19,089,166, an 8% increase from the year before. This sales increase was led by sales to other Ford Authorized Remanufacturers. Sales of these products increased 43%, and accounted for 15% of the Company's business. Sales of products which are part of Ford distribution programs continued to grow, with sales to this market increasing to over $6 million from $5.4 million last year. This represents an 11% increase, and accounted for 32% of the Company's business. The sale of remanufactured electric fuel pumps again led the growth in sales to other Ford Authorized Remanufacturers. Sales increased to $1.8 million in 1997 from $1.19 million in 1996. Earnings per share of outstanding common stock for fiscal year ended July 31, 1997, was $1.41, which is a new Company record. This compares with $1.39 earned in 1996, which was also a record year. Cash dividends for fiscal 1997 were $1.00 per share, compared to $.85 per share in fiscal 1996, and to $.80 per share in 1995. The market value of the Company's stock also increased significantly during fiscal 1997, from approximately $11 per share to $16.50 per share. Several improvements in processes and equipment were made during fiscal 1997. These include computerized testing capability of power steering pumps, and the addition of alternator rotor winding equipment. Improvements planned for next year include construction of a 10,000 square foot warehouse addition next to our Algona plant and the completion of bar coding capability. Quality system improvements continue at the Company. In 1989, the Company was granted Ford's Q-101 Quality System Standard Certification. In 1993, the Company received the Ford Q-1 Preferred Quality Award. We are now on track to meet requirements for QS-9000, the international quality standards for automotive related companies, by the end of 1997. The Company said "good-bye" to two faithful and hard working directors who resigned during the year. John McHugh had served as a director since 1963, and his counsel and experience will definitely be missed. Dr. Anthony Kelly brought a knowledge of business and common sense which were most valuable to the Company. We continue to be very optimistic about the Company's future. Our increasing involvement in Ford distribution programs should continue to increase sales volumes. Service to Ford and Lincoln-Mercury dealerships continues to be our most important business. However, we are seeking additional markets for our products, including sales of additional product lines to other Ford Authorized Remanufacturers. Management is grateful to employees, customers, suppliers and shareholders who have contributed to the continued success of our Company. On a separate sheet you will find an invitation to our Annual Meeting which we encourage you to attend. /s/ Donald D. Heupel Donald D. Heupel President - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION PROVIDED BY THE COMPANY - -------------------------------------------------------------------------------- THE COMPANY'S BUSINESS The Company is engaged in the remanufacture and distribution of automotive engines and automotive parts. The amounts of net sales, net income, and total assets attribut-able to this business for each of the last five fiscal years are shown under the heading "Selected Financial Data". The following table shows the percentage of total sales over the last three fiscal years for engines and parts: 1997 1996 1995 - ----------------------------------------------------------- Automobile and Truck Engines 28% 22% 26% Automobile and Truck Parts 72% 78% 74% The principal markets for the Company's products are automotive dealers, automotive remanufacturers and distributors and automotive parts distributors in the Midwest. The Company has no export sales business. The following table shows the percentage of total sales by type of product and by customer: 1997 1996 1995 - --------------------------------------------------------------------- Ford Authorized Remanufactured to Dealers 51% 56% 64% Distribution Program to Dealers 32% 31% 24% Parts to Other Ford Remanufacturers 15% 11% 9% Miscellaneous Sales 2% 2% 3% SELECTED FINANCIAL DATA FOR FISCAL YEARS ENDED JULY 31 (NOT COVERED BY AUDITORS' REPORT) 1997 1996 1995 1994 1993 - ------------------------------------------------------------------------------------------------------------------------ Net Sales. . . . . . . . . . . . . . . . . $19,089,166 $17,678,542 $14,762,085 $13,118,372 $11,020,437 Income Before Income Taxes . . . . . . . . . 1,971,377 1,888,950 1,319,902 809,648 911,106 Estimated Income Taxes . . . . . . . . . . . 818,450 754,491 501,086 329,016 338,913 Income Before Accounting Changes . . . . . . 1,152,927 1,134,459 818,816 480,632 572,193 Cumulative Effect of Accounting Changes. . . --------- --------- ---------- 284,061 ---------- Net Income . . . . . . . . . . . . . . . . . 1,152,927 1,134,459 818,816 764,693 572,193 Net Income Per Share of Outstanding Common Stock. . . . . . . . . 1.41 1.39 1.00 .94 .70 Cash Dividends Per Share Declared. . . . . . . . . . . . 1.00 .85 .80 .60 .60 Total Assets . . . . . . . . . . . . . . . . $6,443,524 $6,231,331 $5,453,419 $5,543,974 $4,689,878 THE COMPANY'S STOCK The Company's stock is traded in the over-the-counter market and is listed on the NASDAQ Small-Cap Market under the trading symbol UFMG. As of September 10, 1997, there were 256 holders of record of the Company's common stock. The following table lists the dividend declarations on the Company's stock during the last two fiscal years: AMOUNT AMOUNT DATE PER SHARE DATE PER SHARE - ---------------------------------------------------------------- October 29, 1996 $.25 October 31, 1995 $.20 January 21, 1997 .25 January 16, 1996 .20 April 30, 1997 .25 April 23, 1996 .20 July 15, 1997 .25 July 16, 1996 .25 - ---------------------------------------------------------------- 1997 TOTAL $1.00 1996 TOTAL $.85 The high and low bid and asked prices for the Company's common stock during the last two fiscal years are shown in the adjacent table: HIGH LOW - ------------------------------------------------------------------ CALENDAR QUARTERS BID ASKED BID ASKED 3rd Quarter 1995 8 1/2 10 7 3/4 9 4th Quarter 1995 8 1/2 10 8 1/2 10 1st Quarter 1996 8 1/2 10 8 1/2 10 2nd Quarter 1996 10 11 1/4 8 1/2 10 3rd Quarter 1996 13 1/2 14 3/4 10 11 1/4 4th Quarter 1996 13 1/2 15 12 1/4 13 1/2 1st Quarter 1997 12 1/2 13 7/8 12 3/8 13 3/4 2nd Quarter 1997 16 3/4 18 12 3/8 13 3/4 Information concerning stock prices for fiscal year 1996 was obtained from The NASDAQ Stock Market, Inc. Information concerning stock prices for fiscal years 1995 and 1997 was obtained from Kirkpatrick, Pettis, Smith, Polian Inc., which acts as a market maker in the Company's stock. The above quotations may reflect inter-dealer prices and may not reflect retail mark-up, mark-down or commission or necessarily represent actual transactions. - -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- In fiscal 1997, the Company experienced an increase in sales of 8% due to continued increases in sales of Ford Remanufactured distribution products and sales to other Ford Authorized Remanufacturers. In fiscal 1996, the Company experienced an increase in sales of 20% also due to continued increased sales to other Ford Authorized Remanufacturers and increased sales of Ford Remanufactured distribution products. Sales to other Ford Authorized Remanufacturers increased to $2,946,457 in fiscal 1997 from $2,052,650 in fiscal 1996. Sales of Ford Remanufactured distribution products in fiscal 1997 were $6,022,370 compared to $5,439,309 in fiscal 1996. Unit sales increases in fiscal year 1997 were led by electric fuel pumps, with sales of 26,003 units. This represents an increase of 9,530 units over fiscal 1996 sales of 16,473 units. Remanufactured engine unit sales in fiscal year 1997 were 3,164, which represents an increase of 367 units. Engine sales in fiscal 1996 were 2,797. Transmission unit sales increased by 118 in fiscal year 1997 to 3,873 units. Transmission sales in fiscal 1996 were 3,755 an increase of 1,187 over the previous year. In February 1997, prices were reviewed and selectively increased about 2.5%. In September 1996, water pump prices were reduced as part of a nation- wide price reduction program to increase market penetration. Prices were reviewed in February 1996 and were selectively increased by approximately 5%. In July 1996, brake shoe prices were reduced to adjust to market trends. In March 1995, prices were increased by approximately 2%. In July 1995, prices were adjusted on several part numbers to pass on cost increases of specific component parts. In May 1996, the Company and the United Auto Workers Union, which represents the production employees, reached a new three year agreement. This agreement provides for approximate wage increases of 2.6% each year of the agreement. Interest income for fiscal 1997 was $49,109; in fiscal 1996 it was $31,153; and in fiscal 1995 it was $15,206. Investment amounts were higher during fiscal 1997 than during fiscal 1996, and available rates were approximately equal. Investment amounts during 1996 were higher than in 1995, and available investment rates again were approximately the same. The following table shows the comparison for the last five fiscal years of gross profit and selling, general and administrative expenses as a percentage of net sales. Increased sales volume from Ford distribution products and sales to other Ford Authorized Remanufacturers allowed for continued reduction in selling, general and administrative expenses as a percentage of sales. GROSS PROFIT SELLING, GENERAL AND FISCAL AS PERCENTAGE ADMINISTRATIVE EXPENSES AS YEAR OF NET SALES PERCENTAGE OF NET SALES - ---------------------------------------------------------------- 1993 24.9 17.6 1994 21.6 14.6 1995 21.4 12.8 1996 21.7 11.4 1997 20.8 10.8 The following table shows the changes in selected expense categories, included within selling, general and administrative expenses, for the past three fiscal years: AMOUNT OF INCREASE (DECREASE) OVER PRIOR FISCAL YEAR FISCAL YEARS ENDED JULY 31 1997 1996 1995 - -------------------------------------------------------------------------------- Salaries and Wages (Other than for Officers and Directors) ($10,631) $2,700 ($10,187) Cost of Group Insurance for Employees 16,799 19,778 (16,155) Officers' and Directors' Compensation 12,032 28,173 (4,918) Repairs and Maintenance for Vehicles 8,341 (1,697) 1,964 Depreciation on Vehicles (13) 9,453 (25,424) Gas and Oil (3,973) (3,808) 2,800 Warehouse Supplies & Expenses (992) 2,656 13,037 Payroll Taxes (910) 3,986 149 Advertising and Price Lists (23,693) 19,502 (7,264) Bad Debt Expenses 550 (253) (2,228) Professional Services 5,342 (20,346) 4,472 Payroll Insurance (5,624) (13,426) (168) Insurance-- Vehicles, Building, Contents (365) (1,717) (6,666) Telephone (6,572) 7,133 (5,526) Utilities 2,138 2,773 (2,676) Freight 36,113 46,491 45,566 The increase in group insurance is due to higher claim costs than during the preceding two years. The increase in officers' and directors' compensation was due to higher salaries and commissions paid to officers. The decrease in advertising and price lists is due to a reduction in the Ford Authorized Remanufacturers national advertising budget, in which the Company participates. The increase in freight costs is due to policy changes which result in more products being shipped on a prepaid basis. - -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) - -------------------------------------------------------------------------------- Earnings per share of common stock increased $.02 in fiscal 1997 due to increased sales volume. Earnings per share of common stock increased $.39 in fiscal 1996 due to increased sales volume and to a slight improvement in gross margin. Earnings per share increased $.06 in fiscal 1995 also due to increased sales volume. The Company's ratio of current assets to current liabilities of 3 to 1 indicates that the Company is maintaining a reasonable level of liquidity. Our inventories in fiscal 1997 were lower than in fiscal 1996, although sales volumes were higher. Our total cash and short-term investments at fiscal year- end for the past three years were: TOTAL OF CASH AND FISCAL YEAR SHORT TERM INVESTMENTS - --------------------------------------------------------------------------- 1997 . . . . . . . . . . . . . . . . . $881,389 1996 . . . . . . . . . . . . . . . . . $934,072 1995 . . . . . . . . . . . . . . . . . $278,064 It is anticipated that certain capital expenditures will be required to maintain or increase the current level of business and service. Among these expenditures is a 10,000 square foot warehouse addition next to the Algona plant, computer system improvements and unit replacements in the truck fleet. Continued growth in Ford distribution programs may require investment in additional inventories. Management believes the internal resources of the Company will permit a relatively easy transition to higher levels of inventory if demand requires such levels and should also provide for planned and future capital needs. In connection with the complaint filed by the Environmental Protection Agency (EPA) described in Note 6 of the Notes to Consolidated Financial Statements, the Company accrued an expense of $149,725 in fiscal 1994 to account for clean-up costs or additional penalty as provided in the settlement agreement with the Environmental Protection Agency (EPA). Portions of this amount were expended in each of fiscal years 1994 and 1995. It is unknown when additional expenditures will be required. The Company had no bank borrowings during the fiscal year ended July 31, 1997. - -------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT - -------------------------------------------------------------------------------- The Stockholders and Board of Directors Universal Mfg. Co.: We have audited the accompanying balance sheets of Universal Mfg. Co. as of July 31, 1997 and 1996 and the related statements of income and retained earnings and of cash flows for each of the three years in the period ended July 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of Universal Mfg. Co. as of July 31, 1997 and 1996 and the results of its operations and its cash flows for each of the three years in the period ended July 31, 1997 in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP Omaha, Nebraska August 19, 1997 UNIVERSAL MFG. CO. - -------------------------------------------------------------------------------- BALANCE SHEETS - -------------------------------------------------------------------------------- ASSETS JULY 31, ------------------------- CURRENT ASSETS: 1997 1996 ---------- ---------- Cash and cash equivalents $ 881,389 $ 934,072 Accounts receivable 1,884,917 1,654,992 Inventories (Notes 3) 2,412,712 2,479,713 Income taxes recoverable 23,180 - Prepaid expenses 70,929 50,282 ---------- ---------- Total current assets 5,273,127 5,119,059 ---------- ---------- DEFERRED INCOME TAXES (NOTES 5) 44,208 42,329 LEASE RECEIVABLE (NOTE 4) 14,041 26,073 PROPERTY - AT COST: Land 120,499 120,499 Buildings 1,157,116 1,099,594 Machinery and equipment 938,466 899,997 Furniture and fixtures 208,086 209,947 Trucks and automobiles 743,530 699,240 ---------- ---------- Total property 3,167,697 3,029,277 Less accumulated depreciation (2,055,549) (1,985,407) ---------- ---------- Property - net 1,112,148 1,043,870 ---------- ---------- $6,443,524 $6,231,331 ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $1,419,725 $1,507,944 Dividends payable 204,000 204,000 Payroll taxes 24,944 10,539 Income taxes payable - -56,790 Accrued compensation 87,631 90,046 Accrued local taxes 22,269 13,984 ---------- ---------- Total current liabilities 1,758,569 1,883,303 ---------- ---------- STOCKHOLDERS' EQUITY: Common stock, $1 par value - authorized 2,000,000 shares; issued and outstanding, 816,000 shares 816,000 816,000 Additional paid-in capital 17,862 17,862 Retained earnings 3,851,093 3,514,166 ---------- ---------- Total stockholders' equity 4,684,955 4,348,028 ---------- ---------- $6,443,524 $6,231,331 ---------- ---------- ---------- ---------- SEE NOTES TO FINANCIAL STATEMENTS. UNIVERSAL MFG. CO. - -------------------------------------------------------------------------------- STATEMENTS OF INCOME AND RETAINED EARNINGS - -------------------------------------------------------------------------------- THREE YEARS ENDED JULY 31, 1997 1997 1996 1995 ----------- ----------- ----------- NET SALES $19,089,166 $17,678,542 $14,762,085 COST OF GOODS SOLD 15,111,618 13,836,818 11,600,552 ----------- ----------- ----------- GROSS PROFIT 3,977,548 3,841,724 3,161,533 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,068,321 2,019,079 1,885,622 ----------- ----------- ----------- INCOME FROM OPERATIONS 1,909,227 1,822,645 1,275,911 OTHER INCOME: Interest (net) 49,109 31,153 15,206 Other 13,041 35,152 28,785 ----------- ----------- ----------- Total other income 62,150 66,305 43,991 ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 1,971,377 1,888,950 1,319,902 INCOME TAXES (Note 5) 818,450 754,491 501,086 ----------- ----------- ----------- NET INCOME 1,152,927 1,134,459 818,816 RETAINED EARNINGS, BEGINNING OF YEAR 3,514,166 3,073,307 2,907,291 ----------- ----------- ----------- 4,667,093 4,207,766 3,726,107 LESS CASH DIVIDENDS ($1.00, $.85 and $.80 per share in 1997, 1996 and 1995, respectively) 816,000 693,600 652,800 ----------- ----------- ----------- RETAINED EARNINGS, END OF YEAR $ 3,851,093 $ 3,514,166 $ 3,073,307 ----------- ----------- ----------- ----------- ----------- ----------- EARNINGS PER COMMON SHARE: $ 1.41 $ 1.39 $ 1.00 ----------- ----------- ----------- ----------- ----------- ----------- SEE NOTES TO FINANCIAL STATEMENTS. UNIVERSAL MFG. CO. - -------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- THREE YEARS ENDED JULY 31, 1997 1997 1996 1995 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,152,927 $1,134,459 $ 818,816 Adjustments to reconcile net income to net cash from operating activities: Depreciation 190,749 184,406 149,786 Deferred income taxes (1,879) - (22,586) Gain on sale of property (2,459) (14,634) (4,920) Effect of changes in operating assets and liabilities: Accounts receivable (229,925) (235,815) 131,288 Inventories 67,001 44,270 (203,350) Income taxes recoverable (23,180) 109,646 (109,646) Prepaid expenses (20,647) (12,306) 46,411 Accounts payable (88,219) 242,231 (117,845) Dividends payable - 40,800 40,800 Payroll taxes 14,405 1,227 (2,676) Income taxes payable (56,790) 56,790 (143,848) Accrued compensation (2,415) 1,711 (32,292) Accrued local taxes 8,285 (5,706) (710) ----------- ----------- ----------- Net cash flows from operating activities 1,007,853 1,547,079 549,228 ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of property 88,400 81,063 38,724 Purchases of property (332,936) (278,534) (365,610) Purchases of investments - - (3,197) Proceeds from maturities of investments - 67,597 - ----------- ----------- ----------- Net cash flows from investing activities (244,536) (129,874) (330,083) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment of dividends (816,000) (693,600) (652,800) ----------- ----------- ----------- Net cash flows from financing activities (816,000) (693,600) (652,800) ----------- ----------- ----------- NET CHANGE IN CASH AND CASH EQUIVALENTS (52,683) 723,605 (433,655) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 934,072 210,467 644,122 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 881,389 $ 934,072 $ 210,467 ----------- ----------- ----------- ----------- ----------- ----------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Income taxes $ 898,426 $ 595,805 $ 729,514 ----------- ----------- ----------- ----------- ----------- ----------- SEE NOTES TO FINANCIAL STATEMENTS. UNIVERSAL MFG. CO. - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- THREE YEARS ENDED JULY 31, 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS - The Company is engaged in the business of remanufacturing and selling on a wholesale basis remanufactured engines and other remanufactured automotive parts for Ford, Lincoln and Mercury automobiles and trucks. The Company is a franchised remanufacturer for Ford Motor Company with a defined sales territory. The Company purchases the majority of its new raw materials from Ford Motor Company. Remanufactured engines for non-Ford vehicles are also marketed on a limited basis. The principal markets for the Company's products are automotive dealers and jobber supply houses. The Company has no separate segments, major customers, foreign operations or export sales. USE OF ESTIMATES - In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. INVENTORIES - Inventories are stated at the lower of cost, determined on a last-in, first-out (LIFO) method or market. INVESTMENTS - From time-to-time the Company may make short-term investments which are considered as either trading securities or available for sale securities and, accordingly, are carried at fair value in the Company's financial statements. DEPRECIATION, MAINTENANCE, AND REPAIRS - Property is depreciated generally as follows ASSETS DEPRECIATION METHOD LIVES ------ ------------------- ----- Buildings Straight-line and declining-balance 10 - 20 years Machinery and equipment declining-balance 7 - 10 years Furniture and fixtures declining-balance 5 - 7 years Trucks and automobiles declining-balance 3 - 5 years Maintenance and repairs are charged to operations as incurred. Renewals and betterments are capitalized and depreciated over their estimated useful service lives. The applicable property accounts are relieved of the cost and related accumulated depreciation upon disposition. Gains or losses are recognized at the time of disposal. REVENUE RECOGNITION - Sales and related cost of sales are recognized primarily upon shipment of products. CASH EQUIVALENTS - For purposes of the Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. FINANCIAL INSTRUMENTS - Cash and cash equivalents, accounts receivable and accounts payable are short-term in nature and the values at which they are recorded are considered to be reasonable estimates of their fair values. EARNINGS PER SHARE - Earnings per share have been computed on the weighted average number of shares outstanding during the years (816,000 shares). 2. CHANGES IN ACCOUNTING PRINCIPLES INVESTMENTS - During the year ended July 31, 1995 the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES. The adoption of SFAS No. 115 had no effect on the 1995 financial statements. PENDING ACCOUNTING CHANGES - In February 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 128, "Earnings per Share", effective for fiscal years beginning after December 15, 1997. In addition, in February 1997, the FASB issued Statement of Financial Accounting Standards No. 129, "Disclosure of Information about Capital Structure." In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" and Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information", all of which are effective for fiscal years beginning after December 15, 1997. The adoption of these statements is not expected to have a material impact on the operations of the Company. UNIVERSAL MFG. CO. - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- THREE YEARS ENDED JULY 31, 1997 3. INVENTORIES The major classes of inventory are as follows: 1997 1996 ---------- ---------- Product core $1,048,754 $ 889,164 Raw materials 382,557 496,439 Finished engines 278,756 208,295 Finished small parts 702,645 885,815 ---------- ---------- $2,412,712 $2,479,713 ---------- ---------- ---------- ---------- If inventories were valued at the lower of cost (first-in, first-out method) or market, inventories would have been $5,342,795 and $5,483,024 at July 31, 1997 and 1996, respectively. 4. LEASE RECEIVABLE On May 26, 1993, the Company, as lessor, entered into a lease agreement with another manufacturer to lease equipment at 8% interest, for a sixty-month period. The total minimum lease payments are $27,373 and the unearned income is $13,332 at July 31, 1997. These amounts are shown on a net basis for financial statement purposes. 5. INCOME TAXES The provision for income taxes for the years ended July 31, 1997, 1996 and 1995 is as follows: 1997 1996 1995 Current income taxes $820,329 $754,491 $523,672 Deferred income taxes (1,879) - (22,586) -------- -------- -------- Income tax provision $818,450 $754,491 $501,086 -------- -------- -------- -------- -------- -------- The tax effect of differences in the timing of revenues and expenses for tax and financial statement purposes is as follows: 1997 1996 1995 Depreciation $ (2,619) $40,590 $ - Uniform inventory capitalization (1,862) 1,752 (13,128) Vacation pay accruals 2,076 5,788 1,834 Other 526 (48,130) (11,292) --------- -------- --------- Deferred Income taxes $ (1,879) $ - $(22,586) --------- -------- --------- --------- -------- --------- A reconciliation between statutory and effective tax rates is as follows: 1997 1996 1995 Income before income taxes $1,971,377 $1,888,950 $1,319,902 Statutory rate 34% 34% 34% --------- --------- --------- Income taxes at statutory rate 670,268 642,243 448,767 Tax effect of: State taxes 159,387 85,320 62,552 Other - net (11,205) 26,928 (10,233) --------- --------- --------- Total income taxes $818,450 $754,491 $501,086 --------- --------- --------- --------- --------- --------- 6. EPA PROJECT COSTS In February, 1991, the Company was served with a complaint from the United States Environmental Protection Agency (EPA) which contained eight counts of alleged violations of the Resource Conservation and Recovery Act of 1976 and the Hazardous Solid Waste Amendments of 1984. The complaint alleged, among other things, that the Company failed to adequately test and properly transport certain residue of hazardous wastes which it was treating at its facility. The Company entered into a Consent Agreement and Consent Order with the EPA dated May 6, 1994, which provided for settlement of this complaint. This settlement called for payment of a civil penalty of $32,955, and for the completion of certain remedial projects, estimated to cost $149,725. Total costs paid as of July 31, 1997 are $90,113. The remaining amount of $59,612 is recorded as a liability in the accompanying financial statements. - -------------------------------------------------------------------------------- EXECUTIVE OFFICERS - -------------------------------------------------------------------------------- DONALD D. HEUPEL GARY L. CHRISTIANSEN T. WARREN THOMPSON President Vice President & Treasurer Secretary - -------------------------------------------------------------------------------- DIRECTORS - -------------------------------------------------------------------------------- RICHARD W. AGEE, President The Huntington Corporation Real Estate Developer, Builder & Subdivider Lincoln, Nebraska DONALD D. HEUPEL, President of the Company Algona, Iowa RICHARD E. MCFAYDEN, Partner Perrigrine Partners, a Real Estate & Investment Partnership Professor of Business and Associate Director of Student Services, Buena Vista University Omaha, Nebraska HELEN ANN MCHUGH, Account Manager Caltar, Inc. Sante Fe Springs, California HARRY W. MEGINNIS, Retired Palm City, Florida THOMAS W. RASMUSSEN, Dealer Development Manager Arcadia Financial, Ltd., Minneapolis, Minnesota T. WARREN THOMPSON, Commercial Real Estate Broker Omaha, Nebraska [LOGO] UNIVERSAL MFG. CO. 405 DIAGONAL STREET ALGONA, IOWA 50511-0190 515-295-3557