<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, 1996 Commission File
No. 0-1709
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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: (330) 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 13, 1996 is:
Common stock shares 1,943,525
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RAVENS METAL PRODUCTS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
1996
-------------------------
June 30 March 31
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ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 432,637 $ 441,890
Receivables:
Trade, net of allowance for doubtful
accounts of $97,000 and $85,000
in June and March 4,252,270 4,678,629
Inventories 6,132,033 6,356,353
(Excess of replacement or current cost
over stated values was $2,039,000
and $2,051,000 in June and March)
Refundable income taxes 0 42,639
Deferred income taxes 327,818 329,818
Other current assets 142,602 99,696
----------- -----------
Total current assets 11,287,360 11,949,025
Property, plant and equipment, net 6,905,047 6,984,989
Funds held by trustee for capital expenditures 2,746,817 2,711,104
Other assets 236,249 241,417
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Total assets $21,175,473 $21,886,535
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 3
RAVENS METAL PRODUCTS, INC.
BALANCE SHEETS, Continued
<TABLE>
<CAPTION>
1996
----------------------------
June 30 March 31
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable - trade $ 3,155,659 $ 3,942,899
Accrued liabilities:
Compensation 586,560 560,763
Product warranty 485,000 485,000
Income taxes 96,212 11,851
Other 365,445 394,520
Current installments on term debt 654,133 653,965
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Total current liabilities 5,343,009 6,048,998
Note payable - bank 6,597,563 6,707,986
Term debt 5,162,741 5,287,010
Accrued pension costs 230,293 230,293
Deferred income taxes 173,358 172,158
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Total liabilities 17,506,964 18,446,445
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Commitments and contingent liabilities
Shareholders' equity:
Common stock, $.01 par value; authorized shares,
3,000,000; issued shares, 1,943,525 19,435 19,435
Additional capital 3,419,732 3,419,732
Retained earnings 445,004 216,585
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3,884,171 3,655,752
Unrecognized pension liability (215,662) (215,662)
------------ ------------
Total shareholders' equity 3,668,509 3,440,090
------------ ------------
Total liabilities and shareholders' equity $ 21,175,473 $ 21,886,535
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
RAVENS METAL PRODUCTS, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
<TABLE>
<CAPTION>
Three Months Ended June 30
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net sales $ 11,072,804 $ 8,339,024
Cost of sales 9,528,217 7,278,928
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Gross profit 1,544,587 1,060,096
Selling, general and administrative expenses 1,039,830 846,042
------------ ------------
Income from operations 504,757 214,054
Other income 20,954 28,406
Interest expense (163,092) (84,803)
------------ ------------
Income before income taxes 362,619 157,657
Provision for income taxes 134,200 61,500
------------ ------------
Net income 228,419 96,157
Retained earnings, beginning of period 216,585 22,047
------------ ------------
Retained earnings, end of period $ 445,004 $ 118,204
============ ============
Net income per common share $ .12 $ .05
============ ============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
RAVENS METAL PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended June 30
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 228,419 $ 96,157
Adjustments to reconcile net income to net cash
provided from (used for) operating activities:
Depreciation and amortization 148,687 105,520
Deferred income taxes 3,200 11,350
Change in provision for losses on
accounts receivable 12,000 5,000
Increase (decrease) in cash from changes in:
Receivables 414,358 2,276,675
Inventories 224,320 (2,583,409)
Other current assets (42,906) (169,084)
Accounts payable - trade (787,240) 677,373
Refundable and accrued income taxes 127,000 (740,625)
Other current liabilities (3,278) (196,445)
Other (3,327) (2,470)
----------- -----------
Net cash provided from (used for)
operating activities 321,233 (519,958)
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Cash flows from investing activities:
Capital expenditures (58,422) (950,046)
Investment of income from industrial development
revenue bonds with trustee (35,713) (47,814)
Sale of investments and release of funds held
by trustee 0 574,072
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Net cash provided from (used for)
investing activities (94,135) (423,788)
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Cash flows from financing activities:
Payments on term debt (125,928) (125,888)
Proceeds from (payments on) note payable -
bank, net (110,423) 1,186,267
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Net cash provided from (used for)
financing activities (236,351) 1,060,379
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Net (decrease) increase in cash and
cash equivalents (9,253) 116,633
Cash and cash equivalents at beginning
of period 441,890 394,019
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Cash and cash equivalents at end of period $ 432,637 $ 510,652
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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 1,943,525 in 1996 and 1995, adjusted for a
one-for-four reverse stock split effected on December 26, 1995.
3. Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, 1996 March 31, 1996
------------- --------------
<S> <C> <C>
Raw materials $3,651,505 $3,858,163
Work in process 379,164 484,620
Finished goods 2,101,364 2,013,570
---------- ----------
$6,132,033 $6,356,353
========== ==========
</TABLE>
The reserve to reduce the carrying value of inventories from current cost
to the LIFO basis amounted to approximately $2,039,000 at June 30 and
$2,051,000 at March 31.
4. The Company purchased aluminum extrusions totalling approximately
$1,165,741 and $1,585,239 in the three month periods ended June 30, 1996
and 1995, respectively, from Wirt Aluminum Co., a company related through
common ownership. The Company owed Wirt approximately $380,488 at June 30
and $425,000 at March 31, 1996 for these purchases.
6
<PAGE> 7
RAVENS METAL PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 1996
Material Changes in Financial Condition
Cash from operating activities was used mainly for capital expenditures and
reduction of debt in the three months ended June 30, 1996. Working capital
increased to $5,944,351 at June 30 from $5,900,027 at March 31. Accounts payable
- - trade decreased due to a lower level of inventory purchases in June than in
March.
The Company has a loan and security agreement with First National Bank of Ohio
Bank ("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 $1,106,000 more than
the $6,597,563 owed to the Bank at June 30, 1996. 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 $4,000,000
and $5,000,000 at June 30 and May 31, 1996, respectively.
Material Changes in Results of Operations
Three Months Ended June 30, 1996 Compared to the
------------------------------------------------
Three Months Ended June 30, 1995
--------------------------------
Net sales increased 32.8% mainly due to increased volume of platform and dump
trailers. The startup of the Kent facility in June 1995 resulted in lower sales
in the quarter ended June 30, 1995. The gross profit margin increased to 13.9%
from 12.7% due mainly to startup costs at the Kent facility in 1995. Selling,
general and administrative expenses decreased to 9.4% from 10.1% of net sales as
net sales increased at a greater rate than selling, general and administrative
expenses. Interest expense increased mainly due to more debt outstanding during
the quarter ended June 30, 1996 versus the quarter ended June 30, 1995 and
capitalization of interest expense for the Kent facility in the 1995 quarter.
7
<PAGE> 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Item
----------- ----
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months ended
June 30, 1996.
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 13, 1996
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 432,637
<SECURITIES> 0
<RECEIVABLES> 4,349,270
<ALLOWANCES> 97,000
<INVENTORY> 6,132,033
<CURRENT-ASSETS> 11,287,360
<PP&E> 9,888,735
<DEPRECIATION> 2,983,688
<TOTAL-ASSETS> 21,175,473
<CURRENT-LIABILITIES> 5,343,009
<BONDS> 11,760,304
<COMMON> 19,435
0
0
<OTHER-SE> 3,649,074
<TOTAL-LIABILITY-AND-EQUITY> 21,175,473
<SALES> 11,072,804
<TOTAL-REVENUES> 11,093,758
<CGS> 9,528,217
<TOTAL-COSTS> 9,528,217
<OTHER-EXPENSES> 1,039,830
<LOSS-PROVISION> 17,580
<INTEREST-EXPENSE> 163,092
<INCOME-PRETAX> 362,619
<INCOME-TAX> 134,200
<INCOME-CONTINUING> 228,419
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 228,419
<EPS-PRIMARY> .12
<EPS-DILUTED> .12
</TABLE>
