<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
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For Quarter Ended Commission File
September 30, 1997 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 X No
--- ---
At November 6, 1997, there were 4,104,727 shares of Registrant's Common Stock,
$.01 par value per share, outstanding.
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RADVA CORPORATION
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets,
December 31, 1996 and September 30, 1997 3
Statements of Operations, Three Months
and Nine Months Ended September 30, 1996
and September 30, 1997 4
Statements of Cash Flows, Nine Months
Ended September 30, 1996 and September 30, 1997 5
Notes to Financial Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION 9
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RADVA CORPORATION
Balance Sheets
(In Thousands)
<TABLE>
<CAPTION>
September 30 December 31
ASSETS 1997 1996
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<S> <C> <C>
Current assets:
Cash.................................. $ 75 $ 24
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Accounts and notes receivable......... 1,277 1,665
Accounts Receivable - Other........... - 1,197
Less allowance for doubtful accounts.. 199 172
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Net receivables....................... 1,078 2,690
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Inventories:
Finished goods...................... 507 397
Work in process..................... 42 29
Raw materials and supplies.......... 283 243
Machinery inventory................. 292 240
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Total inventories................... 1,124 909
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Prepaid expenses...................... 119 134
Other current assets.................. 39 30
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Total current assets............ 2,435 3,787
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Property, plant & equipment, at cost..... 7,694 5,564
Less accumulated depreciation......... 3,269 3,067
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Net property, plant & equip..... 4,425 2,497
----------- ---------
Investment in RADOSLAV Joint Venture..... 336 336
Trademark rights......................... 169 223
Accounts receivable - noncurrent......... - 210
Note receivable-noncurrent............... 338 414
Manufacturing and marketing rights....... 1,206 -
Other assets............................. 916 307
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$ 9,825 $ 7,774
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 496 $ 293
Notes payable......................... 485 300
Accounts payable...................... 1,316 1,124
Accrued expenses...................... 192 199
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Total current liabilities...... 2,489 1,916
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Long-term debt, excluding current
installments.......................... 3,919 2,678
Minority interest in consolidated
subsidiary............................ 147 -
Stockholders' equity:
Common stock of $.01 par value.
Authorized 10,000,000 shares; issued
and outstanding 4,104,727.......... 41 41
Additional paid-in capital............ 4,512 4,512
Retained earnings..................... (1,283) (1,373)
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Total stockholders' equity... 3,270 3,180
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$ 9,825 $ 7,774
========== =========
</TABLE>
See accompanying notes to financial statements.
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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
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1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Net Revenues:
Manufacturing net revenues ...... $ 2,348 2,026 7,413 6,997
Licensing & machinery sales ..... 70 - 70 -
------- ------ ------ ------
Net revenues .................... 2,418 2,026 7,483 6,997
------- ------ ------ ------
Cost and expenses:
Cost of sales ................... 1,746 1,481 5,563 5,252
Shipping and selling............. 205 182 600 606
General and administrative ...... 378 319 974 967
Research and development......... 19 13 84 28
------- ------ ------ ------
2,348 1,995 7,221 6,853
------- ------ ------ ------
Operating income ................ 70 31 262 144
------- ------ ------ ------
Other income (deductions):
Interest expense................. (103) ( 89) (291) (251)
Other............................ 15 2 103 12
------- ------ ------ ------
( 88) ( 87) (188) (239)
------- ------ ------ ------
Earnings (loss) before minority
interest in net income (loss)
of subsidiary.................... ( 18) ( 56) 74 ( 95)
Minority interest in net income
(loss) of subsidiary............. ( 1) - ( 16) -
Earnings (loss) before income tax... ( 17) ( 56) 90 ( 95)
Income tax expense.................. - - - -
------- ------ ------ ------
Net earnings (loss)................. ( 17) ( 56) 90 ( 95)
======= ====== ====== ======
Earnings per common share........... (.00) (.01) .02 (.02)
======= ====== ====== ======
</TABLE>
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RADVA CORPORATION
Statements of Cash Flows
Nine Months Ended September 30
(In Thousands)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net income.................................... $ 90 $ (95)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................... 280 198
Amortization............................... 93 63
Loss (Gain) on sale of equipment........... (57) 4
Change in assets and liabilities:
Decrease (Increase) in net receivables.... 1,612 153
Decrease (Increase) in inventories........ (215) (79)
Decrease (Increase) in prepaid expenses... 15 (8)
Increase in other current assets.......... (9) (35)
Decrease (Increase) in other assets....... (1,568) 1
Increase (Decrease) in accounts payable... 192 (81)
Increase (Decrease) in accrued expenses... (7) (220)
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Total adjustments....................... 336 (4)
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Net cash from operating activities...... 426 (99)
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Increase in minority interest in
consolidated subsidiary...................... 147 -
Cash flows from investing activities:
Proceeds from payments on notes receivable.... - -
Proceeds from sale of equipment............... 137 -
Capital expenditures for equipment and other
long-term assets............................ (2,288) (411)
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Net cash from investing activities...... (2,151) (411)
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Cash flows from financing activities:
Proceeds from notes payable................... 185 258
Principal payments under notes payable........ - -
Proceeds from long-term debt.................. 1,795 172
Principal payments under long-term debt....... (351) (190)
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Net cash from financing activities...... 1,629 240
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Net increase (decrease) in cash.................. 51 (270)
Cash at January 1................................ 24 350
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Cash at September 30............................. $ 75 $ 80
====== =====
</TABLE>
See accompanying notes to financial statements.
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RADVA CORPORATION
Notes to Financial Statements
September 30, 1997
(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
<TABLE>
<S> <C>
A summary of property, plant and equipment follows:
Land and improvements............................. $ 312,737
Buildings and improvements........................ 2,809,704
Machinery and equipment........................... 4,070,506
Transportation equipment.......................... 278,793
Office equipment.................................. 222,430
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$7,694,170
==========
</TABLE>
(3) Accrued Expenses
<TABLE>
<S> <C>
Accrued expenses are comprised of the following:
Payroll and employment benefits................... $ 164,197
Interest.......................................... 11,265
Other............................................. 17,081
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$ 192,543
==========
</TABLE>
(4) Notes Payable
<TABLE>
<S> <C>
Demand notes, collateralized by certain
accounts receivable and inventory
Interest at prime plus 2%......................... $ 485,000
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$ 485,000
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</TABLE>
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RADVA CORPORATION
Notes to Financial Statements
September 30, 1997
(5) Long-term Debt
<TABLE>
<S> <C>
A summary of long-term debt follows:
Installment note payable to bank, due in
monthly installments of $43,467, including
interest at prime plus 2% $ 2,593,861
Installment notes payable with various
maturities, collateralized by equipment.
Interest rates ranging from 7.25% to 12.50% 834,970
Installment note payable to bank, due in
monthly installments of $3,147.61, including
interest at prime plus 2% 135,219
Industrial Development Authority note of the City
of Radford, Virginia, due in monthly installments
of $8,592, including interest at 7.75%
collateralized by a deed of trust on real estate 627,500
Industrial Development Authority note of the City
of Radford, Virginia, due in monthly installments
of $674, including interest at 7% collateralized
by a deed of trust on real estate 64,374
Contract Payable 128,333
Installment note payable due in monthly
installments of $500, including interest at 10.5%
with a final balloon payment in August 1998,
collateralized by a deed of trust on certain real
estate. 30,631
Total long-term debt 4,414,888
-----------
Less current installments of long-term debt 495,571
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Long-term debt, excluding current installments $ 3,919,317
===========
</TABLE>
(6) Other Matters
On April 1, 1997 the Company's 19% owned subsidiary, Thermastructure Ltd.
was dissolved and the Company reacquired the assets of Thermastructure Ltd.,
giving in exchange its right to collect a $1,197,000 note receivable. A new 90%
owned corporation, Thermastructure XT Corporation, was then formed, receiving
all of the purchased assets.
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<PAGE> 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operation
Results of Operations - Nine Months Ended September 30, 1997
Compared to Nine Months Ended September 30, 1996
The Company's operating income was $262,000 for the nine months ended September
30, 1997 compared to $144,000 for the nine months ended September 30, 1996.
This $118,000 increase in operating income was a result of a $225,000
improvement in operating income for the Company's Shape Molding Division and a
$108,000 rebate from the Company's medical insurance carrier, partly offset by
increased losses of $64,000 in the exportation of building materials and
$157,000 of consolidated losses for the Company's 90% owned subsidiary,
Thermastructure XT Corp.
The increased Thermastructure XT Corp losses were a result of the resumption by
the Company on April 1, 1997 of operations of a division which had been sold in
November, 1995. Operations at this division began to improve during the third
quarter of 1997.
Research and development expenses increased $56,000 for the nine months ended
September 30, 1997 as compared to September 30, 1996. These increased
expenditures were for the development of a new product which management feels
holds significant promise for 1998 and beyond.
Other income increased $91,000 for the nine months ended September 30, 1997 as
compared to the nine months ended September 30, 1996 as a result of a $49,000
gain on the sale of real estate and from the accrual of interest of $31,000 on
a note receivable for the first quarter of 1997. Both of these items were
related to the reacquiring of the Thermastructure operations on April 1, 1997.
Results of Operations - Three Months Ended September 30, 1997,
Compared to the Three Months Ended September 30, 1996
The Company's operating income was $70,000 in the three months ended September
30, 1997 as compared to operating income of $31,000 for the three months ended
September 30, 1996. This $39,000 improvement was primarily a result of a
$42,000 improvement in the panel licensing operation.
A dramatic improvement in the results of Thermastructure XT Corp in the third
quarter of 1997 as compared to the second quarter of 1997 was also an important
influence on operating income for the nine months ended September 30, 1997. As
stated above, this division was reacquired on April 1, 1997, and was,
therefore, not a factor in the determination of income for the three months
ended September 30, 1996.
Liquidity and Capital Resources
The Company earned net profits during each of the years 1991 through 1996. The
company obtained a major refinancing package in 1995 consisting of a $3,000,000
term loan and a $500,000 credit line which had $90,000 available at September
30, 1997. The Company had a working capital deficit of $54,000 at September 30,
1997.
The Company has in each of the past six years sold equipment and licenses to
it's technology which has made significant positive contributions to liquidity
and capital resources. While there were no significant sales during the first
nine months of 1997 and there is no assurance that the Company will be
successful in making such sales in the future, management is actively pursuing
additional sales of these assets.
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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, 1996.
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 6, 1997
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AS OF SEPTEMBER 30, 1997 AND INCOME STATEMENT FOR THE NINE MONTHS THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 75
<SECURITIES> 0
<RECEIVABLES> 1,277
<ALLOWANCES> 199
<INVENTORY> 1,124
<CURRENT-ASSETS> 2,435
<PP&E> 7,694
<DEPRECIATION> 3269
<TOTAL-ASSETS> 9,825
<CURRENT-LIABILITIES> 2,489
<BONDS> 3,919
0
0
<COMMON> 41
<OTHER-SE> 3,229
<TOTAL-LIABILITY-AND-EQUITY> 9,825
<SALES> 7,483
<TOTAL-REVENUES> 7,586
<CGS> 5,563
<TOTAL-COSTS> 7,221
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 291
<INCOME-PRETAX> (17)
<INCOME-TAX> 0
<INCOME-CONTINUING> (17)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
