<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission file number 1-5985
-------
NEWCOR, INC.
------------
(Exact name of registrant as specified in its charter)
DELAWARE 38-0865770
---------------------------------------- -----------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
43252 Woodward Ave., Suite 240
Bloomfield Hills, Michigan 48302
---------------------------------------- -------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 253-2400
--------------
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 ( ).
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of November 10, 2000, the Registrant has 4,949,068 outstanding shares of
common stock, $1.00 par value, the Registrant's only class of common stock.
<PAGE> 2
PART I. FINANCIAL INFORMATION
NEWCOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
Sept 30, Sept 30, Sept 30, Sept 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 55,025 $ 61,230 $ 191,857 $ 190,846
Cost of sales 47,150 54,516 162,000 159,918
---------- ---------- ----------- -----------
Gross margin 7,875 6,714 29,857 30,928
Selling, general and administrative expenses 3,510 6,789 15,120 19,415
Amortization expense 1,037 1,147 3,104 3,429
Nonrecurring loss 350
---------- ---------- ----------- -----------
Operating income (loss) 3,328 (1,222) 11,633 7,734
Other expense:
Interest expense (3,465) (3,482) (10,773) (10,491)
Other professional fees (900) (1,550)
Other expense, net (163) (235) (398) (358)
---------- ---------- ----------- -----------
Loss before income taxes (1,200) (4,939) (1,088) (3,115)
Income tax benefit (408) (1,823) (372) (1,127)
---------- ---------- ----------- -----------
Net loss $ (792) $ (3,116) $ (716) $ (1,988)
========== ========== =========== ===========
Amounts per share of common stock:
Net loss - basic and diluted $ (0.16) $ (0.63) $ (0.14) $ (0.40)
Weighted average common shares outstanding 4,949 4,921 4,945 4,927
</TABLE>
The accompanying notes are an integral part of
the condensed consolidated financial statements
2
<PAGE> 3
NEWCOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ - $ 1,731
Accounts receivable 41,226 37,171
Inventories 14,036 19,714
Other current assets 4,972 5,408
----------- -----------
Total current assets 60,234 64,024
Property, plant and equipment, net of
accumulated depreciation of $33,191
at 9/30/00 and $26,906 at 12/31/99 56,770 58,777
Cost in excess of assigned value of
acquired companies, net of amortization 68,845 71,947
Debt issuance costs and other non-current assets 10,023 9,783
----------- -----------
Total assets $ 195,872 $ 204,531
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 2,362 $ 2,000
Accounts payable 25,060 31,927
Other accrued liabilities 9,505 14,194
----------- -----------
Total current liabilities 36,927 48,121
Long-term debt 137,310 133,933
Other non-current liabilities 9,181 9,421
----------- -----------
Total liabilities 183,418 191,475
----------- -----------
Shareholders' equity:
Common stock 5,019 4,980
Capital in excess of par 2,415 2,340
Treasury stock (489) (489)
Accumulated other comprehensive income (443) (443)
Retained earnings 5,952 6,668
----------- -----------
Total shareholders' equity 12,454 13,056
----------- -----------
Total liabilities and shareholders' equity $ 195,872 $ 204,531
=========== ===========
</TABLE>
The accompanying notes are an integral part of
the condensed consolidated financial statements
3
<PAGE> 4
NEWCOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
September 30, September 30,
2000 1999
---- ----
<S> <C> <C>
Operating Activities:
Net loss $ (716) $ (1,988)
Depreciation 6,567 5,855
Amortization 3,104 3,429
Loss (gain) on disposition of capital assets 83 (68)
Other, net (442) 236
Changes in operating assets and liabilities, net (9,396) 4,190
-------- ----------
Net cash (used in) provided by operations (800) 11,654
-------- ----------
Investing Activities:
Proceeds from sale of capital assets 150
Capital expenditures (4,758) (8,512)
-------- ----------
Net cash used in investing activities (4,758) (8,362)
-------- ----------
Financing Activities:
Net borrowings (repayments) on revolving credit line 1,728 (2,600)
Repayment of term note (1,500) (1,500)
Repurchase of common stock (84)
Capital lease financing 3,485
Issuance of common stock 114
-------- ----------
Net cash provided by (used in) financing activities 3,827 (4,184)
-------- ----------
Decrease in cash (1,731) (892)
Cash and cash equivalents, beginning of period 1,731 5,368
-------- ----------
Cash and cash equivalents, end of period $ - $ 4,476
======== ==========
</TABLE>
The accompanying notes are an integral part of
the condensed consolidated financial statements
4
<PAGE> 5
NEWCOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included, and such adjustments are
of a normal recurring nature. Results for interim periods should not be
considered indicative of results for a full year. Approximately 70,000 common
stock options were excluded from the calculation of diluted earnings per share
because they would have been antidilutive for all periods presented. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
December 31, 1999.
Note 2. Financing
The Company completed the issuance of $125 million of 9.875% Senior Subordinated
Notes due 2008 (the "Notes") on March 4, 1998. Interest on the Notes is payable
semi-annually on March 1 and September 1 of each year. The Notes will mature on
March 1, 2008. The Notes are unsecured and will be redeemable, in whole or in
part, at the option of the Company, on or after March 1, 2003. The terms of the
Notes required the Company to suspend its cash dividend.
In conjunction with the Notes offering, the Company's credit agreement was
amended to allow total borrowing availability of up to $50.0 million. The credit
agreement was further amended on October 14, 1999 and December 31, 1999
primarily to ease certain restrictive covenants and limit revolving credit
borrowings to an asset based calculation. The amendment provides for the Company
to borrow, under its line of credit, an amount equal to 80% of qualified
domestic accounts receivable. The revolving credit agreement is collateralized
by substantially all of the Company's non-real estate assets and by Rochester
Gear, Inc.'s real estate. The agreement expires on February 28, 2001. At
September 30, 2000, the Company had borrowings outstanding of $1.7 million under
such facility and borrowing availability of $22.3 million using the criteria
established in the revolving credit agreement, as amended. Borrowings under the
Facility have been classified as long-term in the accompanying condensed
consolidated balance sheet at September 30, 2000, as the Company has both the
ability and the intent to refinance this debt.
The Company's domestic subsidiaries; Plastronics, Rochester Gear, Deco, and
Turn-Matic, are full and unconditional guarantors of obligations issued under
the Notes. The following summarized financial information is derived from the
consolidating financial statements of the Company for the periods presented. No
intercompany balances or transactions occurred among the subsidiaries during the
periods presented.
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
Current assets $ 22,300 $ 25,900
=========== ===========
Total assets $ 93,400 $ 101,200
=========== ===========
Current liabilities $ 13,900 $ 21,100
=========== ===========
Long-term debt $ 9,200 $ 6,100
=========== ===========
<CAPTION>
Nine Months Ended
September 30, September 30,
2000 1999
---- ----
<S> <C> <C>
Sales $ 99,400 $ 102,900
=========== ===========
Operating income $ 7,700 $ 11,300
=========== ===========
</TABLE>
5
<PAGE> 6
Note 3. Inventory
Inventories are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
Cost and estimated earnings of uncompleted
contracts in excess of related billings of $47
at 9/30/00 and $305 at 12/31/99 $ 1,048 $ 7,432
Raw materials 5,764 6,966
Work in process and finished goods 7,224 5,316
---------- ----------
$ 14,036 $ 19,714
========== ==========
</TABLE>
Costs and estimated earnings of uncompleted contracts in excess of related
billings represents revenue recognized under the percentage of completion method
in excess of amounts billed.
Note 4. Comprehensive Income
Other comprehensive income for the nine months ended September 30, 2000 and 1999
was zero, as the only component of other comprehensive income for these periods
was the minimum pension liability adjustment which is determined on an annual
basis at the end of each fiscal year.
Note 5. Segment Reporting
The Company is organized into three business segments: the Precision Machined
Products segment, the Rubber and Plastic segment and the Special Machines
segment. The Precision Machined Products segment produces transmission,
powertrain and engine components and assemblies for the automotive, medium and
heavy-duty truck, and agricultural vehicle industries. The Rubber and Plastic
segment produces cosmetic and functional seals and boots and functional engine
compartment products primarily for the automotive industry. The Special Machines
segment designs and manufactures welding, assembly, forming, heat treating and
testing machinery and equipment for the automotive, appliance and other
industries. Other is primarily composed of corporate activities.
The accounting policies of the segments are the same as those of the Company.
There are no intersegment sales and management does not allocate all corporate
expenses to the segments. The Company evaluates the performance of its segments
and allocates resources to them based on operating income from continuing
operations. Information by operating segment is summarized below:
<TABLE>
<CAPTION>
Precision
Machined Rubber and Special
Products Plastic Machines Other Total
-------- ------- -------- ----- -----
<S> <C> <C> <C> <C> <C>
Sales to unaffiliated customers
Three months ended September 30,
2000 $ 39,548 $ 10,419 $ 5,058 $ 55,025
1999 44,174 11,439 5,617 61,230
Nine months ended September 30,
2000 $ 137,825 $ 36,192 $ 17,840 $ 191,857
1999 135,094 37,988 17,764 190,846
Operating income (loss)
Three months ended September 30,
2000 $ 2,891 $ 611 $ 911 $ (1,085) $ 3,328
1999 780 337 268 (2,607) (1,222)
Nine months ended September 30,
2000 $ 10,973 $ 3,034 $ 3,148 $ (5,522) $ 11,633
1999 11,699 2,358 1,039 (7,362) 7,734
Identifiable assets
September 30, 2000 $ 130,235 $ 32,269 $ 17,373 $ 15,995 $ 195,872
December 31, 1999 136,347 30,942 17,107 20,135 204,531
</TABLE>
6
<PAGE> 7
A reconciliation of operating income for reportable segments to consolidated
operating income is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating income for reportable segments $ 4,413 $ 1,385 $ 17,155 $ 15,096
Other operating loss, mainly unallocated
corporate and other expenses (48) (1,110) (2,418) (3,583)
Amortization expense (1,037) (1,147) (3,104) (3,429)
Nonrecurring loss (350) (350)
--------- ---------- --------- --------
Consolidated operating income $ 3,328 $ (1,222) $ 11,633 $ 7,734
========= ========== ========= ========
</TABLE>
Note 6. Recent Pronouncements
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101).
Management is currently reviewing the provisions of SAB 101 but does not expect
that the implementation of this pronouncement will have a significant impact on
the Company's financial statements.
In June 1998, the Financial Accounting Standards Boards issued statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (FAS 133). The Company will adopt FAS 133 on January 1,
2001. Adoption of FAS 133 will not have a significant impact on the Company's
financial statements.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
Newcor, Inc. (the "Company") is organized into three business segments: the
Precision Machined Products segment, the Rubber and Plastic segment and the
Special Machines segment. The Precision Machined Products segment produces
transmission, powertrain and engine components and assemblies for the
automotive, medium and heavy duty truck, and agricultural vehicle industries.
The Rubber and Plastic segment produces cosmetic and functional seals and boots
and functional engine compartment products primarily for the automotive
industry. The Special Machines segment designs and manufactures welding,
assembly, forming, heat treating and testing machinery and equipment for the
automotive, appliance and other industries.
RESULTS OF OPERATIONS
Sales were $55.0 million for the quarter ended September 30, 2000, a decrease of
$6.2 million, or 10.1%, compared with sales of $61.2 million for the same
quarter of 1999. Sales for the Precision Machined Products segment decreased
$4.6 million, or 10.5%, to $39.5 million, primarily due to sales decreases in
the heavy-duty truck market of $6.9 million or 34.7% as compared to the same
quarter of 1999. Lower sales in the heavy-duty truck market were caused by
reductions in customer orders due to the significant decline in retail sales of
Class 8 vehicles. Automotive sales in the Precision Machined Products segment
decreased $1.6 million or 7.7%, primarily due to insourcing production of some
parts at two OEM customers during 2000. These decreases were partially offset by
an increase in sales to the agricultural market of $3.8 million or 94.5% due to
higher customer orders as compared to the low level of sales in the depressed
agricultural market that was experienced during the third quarter of 1999. Sales
for the Rubber and Plastic segment decreased $1.0 million or 8.9%, and sales in
the Special Machines segment decreased $0.6 million or 10% as compared to the
third quarter of 1999.
Sales for the nine months ended September 30, 2000 were $191.8 million, an
increase of $1.0 million, or 0.5%, compared with sales of $190.8 million for the
same period in 1999. Sales in the Precision Machined Products segment increased
$2.7 million, due to sales increases in the automotive and agricultural markets
of $4.4 million and $7.6 million, respectively, partially offset by a decrease
in sales in the heavy-duty truck market of $9.3 million. Sales for the Rubber
and Plastic segment decreased $1.8 million as compared to the same period of
1999. Sales for the Special Machines segment were approximately the same as the
prior year.
Gross margin was $7.9 million, or 14.3% of sales, for the quarter ended
September 30, 2000 compared with $6.7 million, or 11.0% of sales, for the same
period of 1999. Gross margin and gross margin percentage increased primarily due
to the low gross margin and gross margin percentage experienced in 1999 caused
by the launch of a new product in the Precision Machined Products segment. The
impact on gross margin and gross margin percentage caused by the decrease in
sales in the heavy-duty truck market was more than offset by improvements in
gross margin and gross margin percentage in other markets, mainly in the Special
Machines segment from improved operating performance on sales contracts and the
agricultural market from increased sales.
Gross margin was $29.9 million, or 15.6% of sales, for the nine months ended
September 30, 2000 compared with $30.9 million, or 16.2% of sales, for the nine
months ended September 30, 1999. The decreases in gross margin and gross margin
percentage were primarily due to the decrease in sales in the heavy-duty market
and a one-time expense of $0.7 million incurred in the first quarter of 2000 for
settlement of a union contract at one location in the Precision Machined
Products segment. These decreases were partially offset by gross margin
increases from improved performance at the division in the Precision Machined
Products segment that experienced the launch problems in the third quarter of
1999, from improved operating performance in the Special Machines segment as
well as from increased sales in the agricultural market.
Selling, general and administrative expenses ("SG&A") of $3.5 million, or 6.4%
of sales, for the quarter ended September 30, 2000 decreased $3.3 million as
compared to SG&A of $6.8 million, or 11.1% of sales, for the quarter ended
September 30, 1999. The decrease is due to management incentive adjustments
recorded during the third quarter of 2000 and cost saving measures that have
been implemented throughout the company.
SG&A for the nine months ended September 30, 2000 was $15.1 million, or 7.9% of
sales, a decrease of $4.3 million from SG&A for the nine months ended September
30, 1999 of $19.4 million, or 10.2% of sales. The decrease in SG&A is primarily
due to cost savings measures, primarily reductions in professional fees and
headcount, throughout the Company during 2000.
8
<PAGE> 9
A nonrecurring loss of $0.4 million was recorded in the third quarter of 1999
for costs incurred related to the closure of one facility in the Rubber and
Plastics segment during the third quarter of 1999.
Consolidated operating income for the third quarter of 2000 was $3.3 million, or
6.0% of sales, compared with an operating loss of $1.2 million, or 2.0% of sales
for the same period one year ago.
Operating income for the Precision Machined Products segment increased $2.1
million to $2.9 million in the quarter ended September 30, 2000 from $0.8
million in the same period of 1999. Operating margin increased to 7.3% of
segment sales for the quarter ended September 30, 2000 from 1.8% of segment
sales in the same period of 1999. The increase in operating income and operating
margin was primarily due to losses incurred in 1999 from a new product launch at
one operation, as well as the cost savings measures noted above. These increases
were partially offset by the impact of lower sales in the heavy-duty truck
market.
Operating income for the Rubber and Plastic segment increased to $0.6 million in
the quarter ended September 30, 2000 from $0.3 million for the third quarter of
1999. Operating margin increased to 5.9% of segment sales for the quarter ended
September 30, 2000, from 2.9% for the quarter ended September 30, 1999,
primarily due to the cost savings realized from closing one of the Rubber and
Plastics locations during the third quarter of 1999.
Operating income for the Special Machines segment increased $0.6 million to $0.9
million, or 18.0% of sales, in the quarter ended September 30, 2000 from $0.3
million, or 4.8% of sales, in the same period of 1999. The increase in operating
income was primarily due to the increased revenue and the profitability of
contracts in progress within the segment.
Consolidated operating income for the nine months ending September 30, 2000 was
$11.6 million, or 6.1% of sales, compared with operating income of $7.7 million,
or 4.1% of sales for the same period one year ago.
Operating income for the Precision Machined Products segment decreased $0.7
million to $11.0 million for the nine months ended September 30, 2000 from $11.7
million in the same period of 1999. Operating margin decreased to 8.0% of
segment sales for the nine months ended September 30, 2000 from 8.7% of segment
sales in the same period of 1999. The decrease in operating income and operating
margin was primarily due to lower sales in the heavy-duty truck market partially
offset by increased operating income and operating margins at one Precision
Machined Products division that incurred losses in 1999 from a new product
launch and increased sales in the Agricultural market.
Operating income for the Rubber and Plastic segment increased to $3.0 million in
the nine months ended September 30, 2000 from $2.4 million for the same period
in 1999. Operating margin increased to 8.4% of segment sales for the nine months
ended September 30, 2000, from 6.2% for the nine months ended September 30,
1999, primarily due to the cost savings realized from closing one of the Rubber
and Plastics locations during the third quarter of 1999.
Operating income for the Special Machines segment increased $2.1 million to $3.1
million, or 17.6% of sales, in the nine months ended September 30, 2000 from
$1.0 million, or 5.8% of sales, in the same period of 1999. The increase in
operating income was primarily due to the increased revenue and the
profitability of contracts in progress within the segment. Management does
expect that the operating income for the full year will be comparable to the
year ended 1999.
Interest expense for the quarter and nine months ended September 30, 2000 was
$3.5 million and $10.8 million, respectively, approximately the same as interest
expense for the same periods in 1999.
During the quarter and the nine months ended September 30, 2000, the Company
recorded $0.9 million and $1.6 million, respectively, for other professional
fees, related to advice and counsel regarding certain exchange offer documents
filed with the Securities and Exchange Commission. See "Recent Developments"
section below.
LIQUIDITY AND CAPITAL RESOURCES
The Company's earnings before interest, taxes, depreciation and amortization
("EBITDA") were $5.1 million. The Company's capital expenditures for the quarter
ended September 30, 2000 were $1.9 million. The Company received cash of $3.5
million from the financing of capital expenditures as a capital lease. In
addition, the Company's accounts receivable balance increased approximately $4.1
million, from December 31, 1999 to September 30, 2000, primarily due to the
completion of several large
9
<PAGE> 10
contracts in the Company's Special Machines segment during the quarter ended
September 30, 2000. The Company also reduced its accounts payable balance by
approximately $6.7 million from December 31, 1999 to September 30, 2000. These
factors, and other changes in the Company's working capital during the quarter
ended September 30, 2000, resulted in the Company borrowing $1.7 million on its
line of credit facility at September 30, 2000.
At September 30, 2000 the Company had borrowings outstanding of $1.7 million
under its Senior Credit Facility (the "Facility") and current borrowing
availability of an additional $22.3 million. The Facility is collateralized by
substantially all of the Company's non-real estate assets and by Rochester Gear,
Inc.'s real estate. The current expiration of the Facility is February 28, 2001.
Borrowings under the Facility have been classified as long-term in the
accompanying condensed consolidated balance sheet at September 30, 2000, as the
Company has both the ability and the intent to refinance this debt.
The Company is highly leveraged as a result of the Notes. The Company's ability
to make scheduled payments of principal of, or to pay the interest on, or to
refinance, its indebtedness (including the Notes) or to fund planned capital
expenditures will depend on its future performance, which, to a certain extent,
is subject to general economic, financial, competitive, legislative, regulatory
and other factors that are beyond its control.
The Company believes that, through a combination of cash flow from operations
and available credit under the Facility it will have adequate cash available to
service debt obligations, fund capital improvements and maintain adequate
working capital.
10
<PAGE> 11
RECENT DEVELOPMENTS
In April 2000, the Company's largest single holder of its common stock, EXX Inc,
filed documents with the Securities and Exchange Commission ("SEC") for a
proposed exchange offer of the remaining shares of the Company's common stock.
On August 8, 2000, EXX Inc filed documents with the SEC withdrawing such
exchange offer.
In June 2000, EXX Inc and its majority shareholder filed an amendment to their
combined Schedule 13D disclosing that they may be deemed to beneficially own
15.1% of the Company's common stock and acknowledged that such beneficial
ownership may trigger some of the provisions of the Company's rights agreement.
In July 2000, the Company's board of directors received a written proposal from
EXX Inc proposing that EXX Inc purchase newly issued shares of the Company's
common stock in order to increase its beneficial ownership to 34.84% and acquire
effective control of the Company by controlling three seats on the board of
directors and by having the Chairman of EXX Inc become the Company's Chairman of
the Board and Chief Executive Officer. In August 2000, after careful
consideration the board of directors of the Company rejected the proposal as not
in the best interest of the Company's shareholders. EXX Inc and the Chairman of
EXX Inc were encouraged, however, to maintain an open dialogue with the
Company's board of directors for the purpose of providing constructive
suggestions with the goal of maximizing shareholder value. In addition, the
rights plan was amended to increase from 15% to 17.5% the percentage that EXX
Inc and its affiliates and associates can beneficially own of the Company's
common stock before triggering the distribution of rights, and related
consequences, under the Company's rights plan.
In September 2000, EXX Inc and its majority shareholder filed an amendment to
their combined Schedule 13D disclosing that they may be deemed to beneficially
own 17.49% of the Company's common stock. On November 6, 2000, EXX Inc issued a
letter to the board of directors of the Company through a press release
requesting that the Company's board of directors permit EXX Inc to increase its
holdings to 34.999% of the outstanding stock of the Company through a future
tender offer for up to 866,000 shares of common stock of the Company for $3.00
per share. The Company's board of directors is currently reviewing the
statements made in the EXX Inc press release.
CAUTIONARY STATEMENTS UNDER THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Statements contained in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section constitute "forward-looking
statements" within the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. A number of factors could cause actual results to
differ materially from those included in or suggested by such forward-looking
statements, including without limitation: the cyclical nature of the industries
served by the Company, all of which have encountered significant downturns in
the past; the level of production by and demand from the Company's principal
customers, upon which the Company is substantially dependent, including the
three major domestic automobile manufacturers, American Axle, Inc., Deere &
Company and Detroit Diesel, Inc.; whether, when and to what extent expected
orders materialize; the impact on the Company of actions by its competitors,
some of which are significantly larger and have greater financial and other
resources than the Company; and the extent to which the Company's new ERP
computer system performs as anticipated. All forward-looking statements in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section are qualified by such factors. The Company disclaims any
obligation to update any such forward-looking statements.
11
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NEWCOR, INC.
PART II. OTHER INFORMATION
Item 6. None.
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.
<TABLE>
<S><C>
NEWCOR, INC.
-----------------------------
Registrant
Date: November 13, 2000 /s/ James J. Connor
----------------- -------------------
James J. Connor
President and Chief Executive Officer
Principal Financial and
Accounting Officer
</TABLE>
12
<PAGE> 13
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
13
