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<PAGE> 1
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 Quarter ended June 30, 1995 Commission File
No. 0-1709
---------------
RAVENS METAL PRODUCTS, INC.
----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 55-0398374
------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 10002, 861 E. Tallmadge Ave., Akron, OH 44310
----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 630-4528.
NOT APPLICABLE
-----------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed from last
report)
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
------ ------
The number of shares outstanding of the issuer's classes of common stock as of
August 11, 1995 is:
Common stock shares 7,769,392
-----------------------------
<PAGE> 2
<TABLE>
PART I. FINANCIAL INFORMATION
RAVENS METAL PRODUCTS, INC.
BALANCE SHEETS
<CAPTION>
1995
---------
ASSETS June 30 March 31
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 510,652 $ 394,019
Receivables:
Trade, net of allowance for doubtful
accounts of $65,000 and $60,000
in June and March 2,157,124 4,438,799
Inventories 7,085,766 4,502,357
(Excess of replacement or current cost
over stated values was $2,165,000 and
$2,087,000 in June and March)
Deferred income taxes 323,650 334,100
Other current assets 273,145 104,061
----------- -----------
Total current assets 10,350,337 9,773,336
Property, plant and equipment, net 6,747,491 5,896,806
Funds held by trustee for capital
expenditures 2,963,142 3,489,400
Other assets 243,837 245,695
----------- -----------
Total assets $20,304,807 $19,405,237
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
2
<PAGE> 3
<TABLE>
RAVENS METAL PRODUCTS, INC.
BALANCE SHEETS, Continued
<CAPTION>
1995
----------
LIABILITIES AND SHAREHOLDERS' EQUITY June 30 March 31
----------- ------------
<S> <C> <C>
Current liabilities:
Accounts payable - trade $ 4,404,661 $ 3,727,288
Accrued liabilities:
Compensation 421,319 521,787
Product warranty 425,000 425,000
Income taxes 68,396 809,021
Other 307,985 403,962
Current installments on term debt 203,472 203,311
----------- -----------
Total current liabilities 5,830,833 6,090,369
Note payable - bank 4,967,823 3,781,556
Term debt 5,810,311 5,934,529
Accrued pension costs 244,822 244,822
Deferred income taxes 87,800 86,900
----------- -----------
Total liabilities 16,941,589 16,138,176
----------- -----------
Commitments and contingencies
Shareholders' equity:
Common stock, $.01 par value;
authorized shares, 10,000,000;
issued shares, 7,769,392 77,694 77,694
Additional capital 3,361,473 3,361,473
Retained earnings 118,204 22,047
----------- -----------
3,557,371 3,461,214
Unrecognized pension liability (194,153) (194,153)
----------- -----------
Total shareholders' equity 3,362,218 3,267,061
----------- -----------
Total liabilities and
shareholders' equity $20,304,807 $19,405,237
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
3
<PAGE> 4
<TABLE>
RAVENS METAL PRODUCTS, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
<CAPTION>
Three Months Ended June 30
------------------------------------
1995 1994
----------- -----------
<S> <C> <C>
Net sales $ 8,339,024 $ 9,355,964
Other income, net 28,406 22,256
----------- -----------
8,367,430 9,378,220
----------- -----------
Costs and expenses:
Cost of sales 7,278,928 7,921,412
Selling, general and administrative 846,042 832,968
Interest 84,803 56,178
----------- -----------
8,209,773 8,810,558
----------- -----------
Income before income taxes 157,657 567,662
Provision for income taxes 61,500 198,700
----------- -----------
Net income 96,157 368,962
Retained earnings (accumulated
deficit), beginning of period 22,047 (1,779,186)
----------- -----------
Retained earnings (accumulated
deficit), end of period $ 118,204 $(1,410,224)
=========== ===========
Net income per common share $ .01 $ .05
====== ======
<FN>
See accompanying notes to financial statements.
</TABLE>
4
<PAGE> 5
<TABLE>
RAVENS METAL PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
<CAPTION>
Three Months Ended June 30
-------------------------------------
1995 1994
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 96,157 $ 368,962
Adjustments to reconcile net income
to net cash provided from
(used for) operating activities:
Depreciation and amortization 105,520 97,526
Deferred income taxes 11,350 24,334
Change in provision for losses on
accounts receivable 5,000 12,000
Increase (decrease) in cash from changes in:
Receivables 2,276,675 (830,937)
Inventories (2,583,409) (1,723,362)
Other current assets (169,084) (45,395)
Accounts payable - trade 677,373 1,800,703
Accrued income taxes (740,625) 103,676
Other current liabilities (196,445) 234,170
Other (2,470) 5,561
---------- ----------
Net cash provided from (used for)
operating activities (519,958) 47,238
---------- ----------
Cash flows from investing activities:
Capital expenditures (950,046) (637,469)
Investment of income from industrial
development revenue bonds
with trustee (47,814) ---
Sale of investments and release of
funds held by trustee 574,072 ---
---------- ----------
Net cash provided from (used for)
investing activities (423,788) (637,469)
---------- ----------
Cash flows from financing activities:
Payments on term debt (125,888) (27,315)
Proceeds from (payments on) note
payable - bank, net 1,186,267 502,656
---------- ----------
Net cash provided from (used for)
financing activities 1,060,379 475,341
---------- ----------
Net (decrease) increase in cash
and cash equivalents 116,633 (114,890)
Cash and cash equivalents at beginning
of period 394,019 606,085
---------- ----------
Cash and cash equivalents at end of period $ 510,652 $ 491,195
---------- ----------
<FN>
See accompanying notes to financial statements.
</TABLE>
5
<PAGE> 6
RAVENS METAL PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. The information in this report reflects all adjustments which are, in
the opinion of management, necessary for a fair statement of the
results for the interim periods presented for Ravens Metal Products,
Inc. ("The Company"). All adjustments other than those described in
this report are, in the opinion of management, of a normal and
recurring nature.
2. Earnings per common share are based on net income divided by the
weighted average number of common and common stock equivalent shares
outstanding. Loss per common share is based on net loss divided by
the weighted average number of common shares outstanding. Weighted
average number of common shares outstanding was 7,769,392 in 1995 and
1994.
<TABLE>
3. Inventories consist of the following:
<CAPTION>
June 30, 1995 March 31, 1995
-------------- --------------
<S> <C> <C>
Raw materials $4,310,628 $2,775,219
Work in process 833,098 338,140
Finished goods 1,942,040 1,388,998
---------- ----------
$7,085,766 $4,502,357
========== ==========
</TABLE>
The reserve to reduce the carrying value of inventories from current
cost to the LIFO basis amounted to approximately $2,165,000 at
June 30 and $2,087,000 at March 31.
4. The Company purchased aluminum extrusions totalling approximately
$1,585,239 and $1,508,085 in the three month periods ended June 30,
1995 and 1994, respectively, from Wirt Metal Products, Inc., a company
related through common ownership. The Company owed Wirt approximately
$782,249 at June 30 and $738,901 at March 31, 1995 for these
purchases.
5. Supplemental cash flow information: 1994 - $300,000 of the purchase
price of the land and building in Kent, Ohio was financed by a note
payable to the sellers.
6
<PAGE> 7
RAVENS METAL PRODUCTS, INC.
MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 1995
MATERIAL CHANGES IN FINANCIAL CONDITION
Cash increased from March 31, 1995 to June 30, 1995 due to activities disclosed
in the Statements of Cash Flows. Cash from financing activities was used for
capital expenditures, mainly for the Kent, Ohio facility, and for operating
activities. Working capital increased to $4,519,504 at June 30 from $3,682,967
at March 31. Net receivables decreased due to decreased sales in the quarter
ended June 30, 1995 compared to the quarter ended March 31, 1995. Inventories
and accounts payable - trade increased due to the startup of the Kent facility.
The Company is making timely payments to trade creditors. Accrued income taxes
decreased due to the payment of federal income taxes for the year ended March
31, 1995. Note payable - bank increased due to borrowings under the line of
credit to meet cash needs.
The Company has a loan and security agreement with First National Bank of Ohio
("FNBO") providing for borrowings under a line of credit expiring on August 31,
1997. The agreement provides for borrowings up to $8,000,000 based on eligible
accounts receivable and inventories. Interest is at FNBO's prime rate minus
1/2%. The Company could have borrowed approximately $1,447,896 more than the
$4,967,823 owed to the Bank at June 30, 1995. Although no assurances are
possible, the Company believes that its cash resources, credit arrangements,
and internally generated funds will be sufficient to meet its operating and
capital expenditure requirements for existing operations and to service its
debt in the next 12 months and foreseeable future.
The Company's sales order backlog for new trailers was approximately
$10,200,000 and $9,500,000 at June 30 and June 3, 1995, respectively.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended June 30, 1995 Compared to the
------------------------------------------------
Three Months Ended June 30, 1994
--------------------------------
Net sales decreased 10.9% due to the commencement of production of the new
Eclipse II platform trailer at the new Kent facility. Production of the
Eclipse I platform trailer at the Jacksonville, North Carolina facility was
phased out during the quarter as the Eclipse II was started up in Kent. Demand
for the Eclipse I declined when the Company announced the Eclipse II. The
Company experienced startup difficulties in producing the Eclipse II resulting
in decreased sales and increased inventories. The Company earned $96,157 ($.01
per share) in 1995 compared to $368,962 ($.05 per share) in 1994. The gross
profit margin decreased to 12.7% from 15.3% due mainly to startup costs at the
Kent facility. Selling, general and administrative expenses increased to 10.1%
from 8.9% of net sales as net sales decreased while expenses increased by 1.6%.
Interest expense increased mainly due to more debt outstanding during the
quarter ended June 30, 1995 versus the quarter ended June 30, 1994.
7
<PAGE> 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibits
(a) 27-Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed
during the three months ended
June 30, 1995.
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.
RAVENS METAL PRODUCTS, INC.
---------------------------
(Registrant)
By: /s/ John J. Stitz
-------------------------
John J. Stitz
Chief Financial Officer
Date: August 14, 1995
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 510,652
<SECURITIES> 0
<RECEIVABLES> 2,222,124
<ALLOWANCES> 65,000
<INVENTORY> 7,085,766
<CURRENT-ASSETS> 10,350,337
<PP&E> 9,285,141
<DEPRECIATION> 2,537,650
<TOTAL-ASSETS> 20,304,807
<CURRENT-LIABILITIES> 5,830,833
<BONDS> 10,778,134
<COMMON> 77,694
0
0
<OTHER-SE> 3,285,524
<TOTAL-LIABILITY-AND-EQUITY> 20,304,807
<SALES> 8,339,024
<TOTAL-REVENUES> 8,367,430
<CGS> 7,278,928
<TOTAL-COSTS> 7,278,928
<OTHER-EXPENSES> 846,042
<LOSS-PROVISION> 5,000
<INTEREST-EXPENSE> 84,803
<INCOME-PRETAX> 157,657
<INCOME-TAX> 61,500
<INCOME-CONTINUING> 96,157
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 96,157
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
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