<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
--------------------------------------------
For Quarter Ended Commission File
September 30, 1996 Number 0-15464
RADVA CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0715892
(State of Incorporation) (IRS Employer
Identification Number)
Drawer 2900 FSS
Radford, Virginia 24143
(Address of principal executive offices)
Registrant's telephone number, including area code (703) 639-2458
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
----- -----
At November 6, 1996, there were 4,104,727 shares of Registrant's Common Stock,
$.01 par value per share, outstanding.
<PAGE> 2
RADVA CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets,
December 31, 1995 and September 30, 1996 3
Statements of Operations, Three Months
and Nine Months Ended September 30, 1995
and September 30, 1996 4
Statements of Cash Flows, Nine Months
Ended September 30, 1995 and
September 30, 1996 5
Notes to Financial Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-9
PART II. OTHER INFORMATION 10
</TABLE>
- 2 -
<PAGE> 3
RADVA CORPORATION
Balance Sheets
(In Thousands)
<TABLE>
<CAPTION>
September 30 December 31
ASSETS 1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash.................................. $ 80 $ 350
------- -------
Accounts and notes receivable......... 1,594 1,631
Accounts Receivable - Other........... 1,197 1,272
Less allowance for doubtful accounts.. (244) (203)
------- -------
Net receivables....................... 2,547 2,700
------- -------
Inventories:
Finished goods...................... 343 375
Work in process..................... 38 53
Raw materials and supplies.......... 258 253
Machinery inventory................. 404 283
------- -------
Total inventories................... 1,043 964
------- -------
Prepaid expenses...................... 98 90
Other current assets.................. 67 32
------- -------
Total current assets............ 3,835 4,136
------- -------
Property, plant & equipment, at cost..... 6,841 6,451
Less accumulated depreciation......... 4,323 4,143
------- -------
Net property, plant & equip..... 2,518 2,308
------- -------
Investment in RADOSLAV Joint Venture..... 336 336
Trademark rights......................... 241 295
Accounts receivable - noncurrent......... 210 210
Note receivable-noncurrent............... 414 414
Other assets............................. 288 299
------- -------
$ 7,842 $ 7,998
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 243 $ 242
Notes payable......................... 258 --
Accounts payable...................... 1,186 1,267
Accrued expenses...................... 256 466
Income taxes payable.................. -- 10
------- -------
Total current liabilities...... 1,943 1,985
------- -------
Long-term debt, excluding current
installments.......................... 2,815 2,834
Stockholders' equity:
Common stock of $.01 par value.
Authorized 10,000,000 shares; issued
and outstanding 4,104,727.......... 41 41
Additional paid-in capital............ 4,512 4,512
Retained earnings..................... (1,469) (1,374)
------- -------
Total stockholders' equity... 3,084 3,179
------- -------
$ 7,842 $ 7,998
======= =======
</TABLE>
See accompanying notes to financial statements.
- 3 -
<PAGE> 4
RADVA CORPORATION
Statements of Operations
Three Months and Nine Months Ended September 30
(In Thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
----------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Revenues:
Manufacturing net revenues ...... $2,026 2,106 6,997 6,888
Licensing & machinery sales ..... -- 65 -- 344
------ ----- ----- -----
Net revenues .................... 2,026 2,171 6,997 7,232
------ ----- ----- -----
Cost and expenses:
Cost of sales ................... 1,481 1,745 5,252 5,647
Shipping and selling............. 182 205 606 711
General and administrative ...... 319 248 967 974
Research and development......... 13 5 28 27
------ ----- ----- -----
1,995 2,203 6,853 7,359
------ ----- ----- -----
Operating income ................ 31 (32) 144 (127)
------ ----- ----- -----
Other income (deductions):
Interest expense................. (89) (69) (251) (218)
Other............................ 2 (1) 12 22
------ ----- ----- -----
(87) (70) (239) (196)
------ ----- ----- -----
Earnings before income taxes........ (56) (102) (95) (323)
Income tax expense.................. -- -- -- --
------ ----- ----- -----
Net earning (loss).................. (56) (102) (95) (323)
====== ===== ===== =====
Earnings (loss) per common share ... (.01) (.03) (.02) (.09)
====== ===== ===== =====
</TABLE>
See accompanying notes to financial statements.
- 4 -
<PAGE> 5
RADVA CORPORATION
Statements of Cash Flows
Nine Months Ended September 30
(In Thousands)
<TABLE>
<CAPTION>
1996 1995
----- -----
<S> <C> <C>
Cash flows from operating activities:
Net income.................................... $ (95) $(323)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................... 198 285
Amortization............................... 63 60
Loss (Gain) on sale of equipment........... 4 (142)
Change in assets and liabilities:
Decrease (Increase) in net receivables.... 153 234
Decrease (Increase) in inventories........ (79) (194)
Decrease (Increase) in prepaid expenses... (8) 37
Increase in other current assets.......... (35) (20)
Decrease (Increase) in other assets....... 1 (132)
Increase (Decrease) in cash overdraft..... -- 83
Increase (Decrease) in accounts payable... (81) (321)
Increase (Decrease) in accrued expenses... (220) 246
----- -----
Total adjustments....................... (4) 136
----- -----
Net cash from operating activities...... (99) (187)
----- -----
Cash flows from investing activities:
Proceeds from payments on notes receivable.... -- 3
Proceeds from sale of equipment............... -- 179
Capital expenditures for equipment and other
long-term assets............................ (411) (133)
----- -----
Net cash from investing activities...... (411) 49
----- -----
Cash flows from financing activities:
Proceeds from notes payable................... 258 310
Principal payments under notes payable........ -- (100)
Proceeds from long-term debt.................. 172 --
Principal payments under long-term debt....... (190) (239)
----- -----
Net cash from financing activities...... 240 (29)
----- -----
Net increase (decrease) in cash.................. (270) (167)
Cash at January 1................................ 350 189
----- -----
Cash at September 30............................. $ 80 $ 22
===== =====
</TABLE>
See accompanying notes to financial statements.
- 5 -
<PAGE> 6
RADVA CORPORATION
Notes to Financial Statements
September 30, 1996
(1) General
The financial statements conform to generally accepted accounting principles
and to general industry practices. The financial statements are unaudited.
However, in the opinion of management, all adjustments which are normal and
necessary for a fair presentation of the financial statements have been
included.
(2) Property, Plant and Equipment
A summary of property, plant and equipment follows:
<TABLE>
<S> <C>
Land and improvements............................. $ 225,984
Buildings and improvements........................ 2,104,236
Machinery and equipment........................... 3,610,958
Transportation equipment.......................... 442,151
Office equipment.................................. 458,014
----------
$6,841,343
==========
</TABLE>
(3) Accrued Expenses
Accrued expenses are comprised of the following:
<TABLE>
<S> <C>
Payroll and employment benefits................... $ 186,867
Interest.......................................... 9,751
Other............................................. 57,900
----------
$ 254,518
==========
</TABLE>
(4) Notes Payable
<TABLE>
<S> <C>
Demand note, collateralized by certain
accounts receivable and inventory
Interest at prime plus 2%......................... $ 258,332
----------
$ 258,332
==========
</TABLE>
- 6 -
<PAGE> 7
RADVA CORPORATION
Notes to Financial Statements
September 30, 1996
(5) Long-term Debt
A summary of long-term debt follows:
<TABLE>
<S> <C>
Installment note payable to bank, due in
monthly installments of $43,467, including
interest at prime plus 2% $ 2,850,304
Installment notes payable with various
maturities, collateralized by equipment.
Interest rates ranging from 7.25% to 12.50% 177,701
Installment note payable due in monthly
installments of $279, including interest at
8.125% with a final balloon payment in August
1998, collateralized by a deed of trust on
certain real estate. 30,689
-----------
Total long-term debt 3,058,694
Less current installments of long-term debt 243,280
-----------
Long-term debt, excluding current installments $ 2,815,414
===========
</TABLE>
- 7 -
<PAGE> 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations - Nine Months Ended September 30, 1996,
Compared to Nine Months Ended September 30, 1995
The Company sustained losses in the nine months ended September 30, 1996 of
$95,000 compared to losses of $323,000 for the nine months ended September 30,
1995. These reduced losses of $228,000 were achieved primarily through the
shifting of the focus of the Company's operations. An unprofitable door core
operation was sold in the third quarter of 1995 and panel manufacturing rights
to all remaining territory in the United States was sold in November of 1995.
Some fixed costs and limited salaries were retained in the Company. The door
core operation had lost $199,000 in the nine months ended June 30, 1995.
The Company's revenue from license and machinery sales was $344,000 for the
nine months ended September 30, 1995, contributing $191,000 to income. However
the Company had no license and machinery sales in the six months ended
September 30, 1996. However, no particular significance should be given to this
absence of sales in the first nine months of 1996 since these sales tend to
occur unevenly in no predictable pattern.
Manufacturing net revenues increased $109,000 for the nine months ended
September 30, 1996 as compared to the nine months ended September 30, 1995 as a
result of the following changes:
<TABLE>
<CAPTION>
Increase (Decrease)
<S> <C>
Shape molding, primarily packaging sales $ 501,000
Mold production, servicing shape molding sales 133,000
International building material sales 161,000
Thermastructure panel sales (364,000)
Door core sales (322,000)
---------
$ 109,000
</TABLE>
Cost of sales, as a percentage of manufacturing net revenues and after
elimination of revenues and cost from equipment sales, decreased 6.0%, from
81.1% for the nine months ended September 30, 1995 to 75.1% for the nine months
ended September 30, 1996. This decrease resulted primarily from reduced panel
and door core sales which normally carry a higher cost of sales percentage than
does the Shape Molding Division.
Shipping and selling expenses, as a percentage of manufacturing net revenues,
decreased by 1.6%, from 10.3% for the nine months ended September 30, 1995 to
8.7% for the nine months ended September 30, 1996. General and administrative
expenses decreased by $7,000 for the nine months ended September 30, 1996 as
compared to the nine months ended September 30, 1995.
- 8 -
<PAGE> 9
Results of Operations -Three Months Ended September 30, 1996, Compared
to Three Months Ended September 30, 1995
Manufacturing net revenues decreased $80,000 in the three months ended
September 30, 1996 compared to the three months ended September 30, 1995. This
decrease was due to increased sales of $169,000 in the Shape Molding Division
more than offset by reduced Thermastructure panel sales of $112,000, reduced
door core sales of $36,000 and reduced shipments of building materials shipped
to Russia of $101,000. The reduced panel and door core sales resulted from the
sale of those operations as noted above. The reduced shipment of building
materials to Russia was a result of what is expected to be a temporary
interruption of the Russian funds available to prepay for such shipments.
Cost of sales, as a percentage of manufacturing net revenues, decreased 9.8%,
from 82.9% for the three months ended September 30, 1995 to 73.1% for the three
months ended September 30, 1996. This reduction in the cost of sales percentage
resulted from the elimination of panel and door core sales in 1996. These sales
had very high cost percentages in 1995.
Shipping and selling expenses decreased .7% of manufacturing net revenues and
general and administrative expenses increased $71,000 for the three months
ended September 30, 1996 compared to the three months ended September 30, 1995.
The increase in general and administrative expenses consisted of increases of
$64,000 and $40,000 in shape molding and licensing, respectively, partly offset
by a $39,000 decrease in the sold operations of panel and door core sales.
Liquidity and Capital Resources
The Company earned net profits of $482,000, $524,000, $93,000, $514,000, and
$223,000 in 1995, 1994, 1993, 1992, and 1991, respectively. The company
obtained a major refinancing package in 1995 which significantly improved its
working capital position from a negative $865,000 at December 31, 1994, to a
positive working capital of $1,892,000 at September 30, 1996. This financing
package consisted of a $3,000,000 term loan and a $500,000 credit line which
had $241,668 available at September 30, 1996.
The Company owns a 31% interest in a joint venture in Russia which calls for a
distribution of profits in hard currency when available. However, should hard
currency not be available, profit distributions will be effected through
commodity transfers and bartering arrangements. These arrangements may be
facilitated by a regional commodity exchange in Russia with which Radva
Corporation is affiliated.
- 9 -
<PAGE> 10
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
See item 3 of the Company's Form 10-K for the fiscal year ended
December 31, 1995.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
Not applicable.
Pursuant to the requirements of the Securities Exchange Act of
1934,this form 10-Q has been signed on behalf of the Registrant by
its Assistant Secretary/Treasurer who is authorized to sign on behalf
of the Registrant.
RADVA CORPORATION
/s/ WILLIAM F. FRY
------------------------------
William F. Fry
Assistant Secretary/Treasurer
November 11, 1996
- 10 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AS OF SEPTEMBER 30, 1996 AND STATEMENT OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000792984
<NAME> RADVA CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 80
<SECURITIES> 0
<RECEIVABLES> 2,791
<ALLOWANCES> 244
<INVENTORY> 1,043
<CURRENT-ASSETS> 3,835
<PP&E> 6,841
<DEPRECIATION> 4,323
<TOTAL-ASSETS> 7,842
<CURRENT-LIABILITIES> 1,943
<BONDS> 2,815
0
0
<COMMON> 41
<OTHER-SE> 3,043
<TOTAL-LIABILITY-AND-EQUITY> 7,842
<SALES> 2,026
<TOTAL-REVENUES> 2,026
<CGS> 1,481
<TOTAL-COSTS> 1,995
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 89
<INCOME-PRETAX> (56)
<INCOME-TAX> 0
<INCOME-CONTINUING> (56)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (56)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>