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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
June 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
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At August 5, 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
<TABLE>
<CAPTION>
Page
Number
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<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets,
December 31, 1996 and June 30, 1997 3
Statements of Operations, Three Months
and Six Months Ended June 30, 1996 and
June 30, 1997 4
Statements of Cash Flows, Six Months
Ended June 30, 1996 and June 30, 1997 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
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RADVA CORPORATION
Balance Sheets
(In Thousands)
<TABLE>
<CAPTION>
June 30 December 31
ASSETS 1997 1996
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Current assets:
Cash.................................. $ 80 $ 24
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Accounts and notes receivable......... 1,254 1,665
Accounts receivable other ............ -- 1,197
Less allowance for doubtful accounts.. 191 172
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Net receivables....................... 1,063 2,690
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Inventories:
Finished goods...................... 380 397
Work in process..................... 29 29
Raw materials and supplies.......... 287 243
Machinery inventory................. 235 240
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Total inventories................... 931 909
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Prepaid expenses...................... 132 134
Other current assets.................. 38 30
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Total current assets............ 2,244 3,787
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Property, plant & equipment, at cost..... 7,495 5,564
Less accumulated depreciation......... 3,236 3,067
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Net property, plant & equip..... 4,259 2,497
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Investment in RADOSLAV Joint Venture..... 336 336
Trademark rights......................... 187 223
Accounts receivable - noncurrent......... -- 210
Note receivable-noncurrent............... 338 414
Manufacturing and marketing rights....... 1,222 --
Other assets............................. 877 307
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$ 9,463 $ 7,774
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 477 $ 293
Notes payable......................... 236 300
Accounts payable...................... 1,229 1,124
Accrued expenses...................... 228 199
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Total current liabilities...... 2,170 1,916
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Long-term debt, excluding current
installments.......................... 3,855 2,678
Minority interest in consolidated
subsidiary............................ 151 --
Stockholders' equity:
Common stock of $.01 par value.
Authorized 10,000,000 shares; issued
and outstanding 4,104,727.......... 41 41
Additional paid-in capital............ 4,512 4,512
Retained earnings..................... (1,266) (1,373)
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Total stockholders' equity... 3,287 3,180
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$ 9,463 $ 7,774
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</TABLE>
See accompanying notes to financial statements.
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RADVA CORPORATION
Statements of Operations
Three Months and Six Months Ended June 30
(In Thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
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1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Net Revenues:
Manufacturing net revenues ...... $ 2,433 2,349 5,065 4,971
Licensing & machinery sales ..... -- -- -- --
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Net revenues .................... 2,433 2,349 5,065 4,971
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Cost and expenses:
Cost of sales ................... 1,891 1,777 3,817 3,771
Shipping and selling............. 201 202 395 427
General and administrative ...... 388 319 596 648
Research and development......... 33 9 65 12
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2,513 2,307 4,873 4,858
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Operating income ................ ( 80) 42 192 113
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Other income (deductions):
Interest expense................. (100) ( 89) (188) (162)
Other............................ 56 4 88 10
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( 44) ( 85) (100) (152)
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Earnings (loss) before minority
interest in net income (loss)
of subsidiary.................... (124) ( 43) 92 ( 39)
Minority interest in net income
(loss) of subsidiary............. ( 15) -- ( 15) --
Earnings (loss) before income tax... (109) ( 43) 107 ( 39)
Income tax expense.................. -- -- -- --
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Net earnings (loss)................. (109) ( 43) 107 ( 39)
====== ====== ====== ======
Earnings per common share........... (.03) (.01) .03 (.01)
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</TABLE>
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RADVA CORPORATION
Statements of Cash Flows
Six Months Ended June 30
(In Thousands)
<TABLE>
<CAPTION>
1997 1996
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Cash flows from operating activities:
Net income.................................... $ 107 $( 39)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................... 169 131
Amortization............................... 57 42
Loss (Gain) on sale of equipment........... ( 49) --
Change in assets and liabilities:
Decrease (Increase) in net receivables.... 1,627 137
Decrease (Increase) in inventories........ ( 22) 35
Decrease (Increase) in prepaid expenses... 2 29
Decrease (Increase) in other current
assets................................. ( 8) ( 4)
Decrease (Increase) in other assets....... (1,527) --
Increase (Decrease) in accounts payable... 105 ( 160)
Increase (Decrease) in accrued expenses... 29 ( 257)
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Total adjustments....................... 383 ( 47)
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Net cash from operating activities...... 490 ( 86)
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Increase in minority interest in consolidated
subsidiary.................................... 151 --
Cash flows from investing activities:
Proceeds from sale of equipment............... 129 -
Capital expenditures for equipment and other
long-term assets............................ (2,011) ( 348)
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Net cash from investing activities...... (1,882) ( 348)
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Cash flows from financing activities:
Proceeds from notes payable................... 75 100
Principal payments under notes payable........ ( 139) --
Proceeds from long-term debt.................. 1,665 172
Principal payments under long-term debt....... ( 304) ( 128)
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Net cash from financing activities...... 1,297 144
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Net increase (decrease) in cash.................. 56 ( 290)
Cash at January 1................................ 24 350
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Cash at June 30.................................. $ 80 $ 60
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</TABLE>
See accompanying notes to financial statements.
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RADVA CORPORATION
Notes to Financial Statements
June 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
A summary of property, plant and equipment follows:
<TABLE>
<S> <C>
Land and improvements............................. $ 312,737
Buildings and improvements........................ 2,800,956
Machinery and equipment........................... 3,828,606
Transportation equipment.......................... 342,259
Office equipment.................................. 210,112
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$7,494,670
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</TABLE>
(3) Accrued Expenses
Accrued expenses are comprised of the following:
<TABLE>
<S> <C>
Payroll and employment benefits................... $ 160,501
Interest.......................................... 11,266
Other............................................. 55,897
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$ 227,664
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</TABLE>
(4) Notes Payable
<TABLE>
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Demand note, collateralized by certain
accounts receivable and inventory,
interest at prime plus 2%......................... $ 235,997
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$ 235,997
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</TABLE>
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RADVA CORPORATION
Notes to Financial Statements
June 30, 1997
(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% $ 2,655,099
Installment notes payable with various
maturities, collateralized by equipment.
Interest rates ranging from 7.25% to 12.50% 658,222
Installment note payable to bank, due in
monthly installments of $3,147.61, including
interest at prime plus 2% 141,525
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 636,250
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 65,260
Contract Payable 145,000
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. 31,305
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Total long-term debt 4,332,661
Less current installments of long-term debt 476,512
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Long-term debt, excluding current installments $ 3,856,149
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</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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Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations - Six Months Ended June 30, 1997,
Compared to Six Months Ended June 30, 1996
The Company's operating income was $192,000 for the first six months of 1997
compared to only $113,000 for the first six months of 1996. This increase of
$79,000 was the result of several shifts in the Company's operations which
largely offset each other and a rebate from the Company's medical insurance
carrier of $108,000 as a result of that company's conversion from a
"non-profit" to a "for profit" status.
The Company's Shape Molding Division earned increased profits of $232,000,
however the Thermastructure panel, license and machine sales operations
incurred increased losses of $264,000. The increased Thermastructure losses
were largely a result of the resumption by the Company of operations of a
division which had been sold in November, 1995. The Company has made changes
which management feels will begin to significantly improve operating results of
these operations late in the third quarter of 1997.
Research and development expenses increased $53,000 for the six months ended
June 30, 1997 as compared to June 30, 1996. These increased expenditures were
for the development of a new product which management feels holds significant
promise for 1998.
Other income increased $76,000 for the six months ended June 30, 1997 as
compared to the six months ended June 30, 1996. This increase resulted from
the accrual of interest of $31,000 on a note receivable for the first quarter
of 1997 and a gain on the sale of real estate of $49,000 in June, 1997. Both
of these items were related to the reacquiring of the Thermastructure
operations on April 1, 1997.
Results of Operations - Three Months Ended June 30, 1997,
Compared to Three Months Ended June 30, 1996
The Company incurred an operating loss of $80,000 during the three months ended
June 30, 1997 compared to an operating profit of $42,000 during the three
months ended June 30, 1996. This decrease in operating profits of $122,000
resulted largely from losses sustained in a 90% owned subsidiary,
Thermastructure XT Corporation, formed with assets reacquired on April 1, 1997
and noted in the six month comparisons above.
Cost of sales, as a percentage of manufacturing net revenues, increased from
75.6% for the three months ended June 30, 1996 to 77.7% for the three months
ended June 30, 1997. A cost of sales percent of 136.1% for the newly formed
subsidiary was the principal cause of this 2.1% increase in the overall cost of
sales percentage. A similar 2.3% increase in the general and administrative
expenses as compared to manufacturing net revenues was also caused by increased
cost incurred by the new subsidiary. Management feels that the cost
percentages for the new subsidiary will begin to dramatically improve with
expected increased sales beginning late in the third quarter of 1997.
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The increase in other income for the six months ended June 30, 1997, compared
to the six months ended June 30, 1996, resulted from a gain from the sale of
real estate of $49,000 in June, 1997 which was related to assets reacquired on
April 1, 1997.
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 $264,000 available at June 30,
1997. The Company had working capital of $74,000 at June 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 such sales during the first six
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
August 9, 1997
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from balance
sheet as of June 30, 1997 and income statement for the six months then ended.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 80
<SECURITIES> 0
<RECEIVABLES> 1,254
<ALLOWANCES> 191
<INVENTORY> 931
<CURRENT-ASSETS> 2,244
<PP&E> 7,495
<DEPRECIATION> 3,236
<TOTAL-ASSETS> 9,463
<CURRENT-LIABILITIES> 2,170
<BONDS> 3,855
0
0
<COMMON> 41
<OTHER-SE> 3,246
<TOTAL-LIABILITY-AND-EQUITY> 9,463
<SALES> 5,065
<TOTAL-REVENUES> 5,065
<CGS> 3,817
<TOTAL-COSTS> 4,873
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 188
<INCOME-PRETAX> 107
<INCOME-TAX> 0
<INCOME-CONTINUING> 107
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 107
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
