<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 September 30, 1999 Commission File
No. 0-1709
---------------
RVM INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1515410
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
753 W. Waterloo Road, Akron, Ohio 44314-1519
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 753-4545
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
--- ---
There were 1,937,505 shares outstanding of the Registrant's common stock as of
October 29, 1999.
<PAGE> 2
RVM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
<TABLE>
<CAPTION>
1999
-----------------------------
SEPTEMBER 30 MARCH 31
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 994,876 $ 328,490
Receivables:
Trade, net of allowance for doubtful accounts of $121,500 and $107,000
at September 30 and March 31 9,164,426 10,021,593
Related party 167,233 157,121
Inventories
(Excess of replacement or current cost over stated values was
$1,892,000 and $1,853,000 at September 30 and March 31) 13,056,857 10,697,909
Refundable income taxes 149,052 200,997
Deferred income taxes 758,000 758,000
Other current assets 240,679 201,934
----------- -----------
Total current assets 24,531,123 22,366,044
Property, plant and equipment, net 27,110,521 25,791,627
Funds held by trustee for capital expenditures 222,949 535,583
Other assets 284,972 306,636
----------- -----------
Total assets $52,149,565 $48,999,890
=========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
2
<PAGE> 3
RVM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED, Continued
<TABLE>
<CAPTION>
1999
-----------------------------
SEPTEMBER 30 MARCH 31
------------ -----------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 8,341,642 $ 6,552,072
- related parties 128,513 167,020
Accrued expenses and liabilities:
Compensation 1,055,048 982,363
Product warranty 985,000 850,000
Other 1,279,212 1,064,042
Current portion of long-term debt - other 1,998,670 1,579,252
- related parties 806,199 516,200
----------- -----------
Total current liabilities 14,594,284 11,710,949
Note payable - bank 12,840,634 13,237,473
Long-term debt 10,510,261 10,211,908
Notes payable - related parties 2,393,951 2,797,050
Deferred income taxes 1,620,000 1,620,000
----------- -----------
Total liabilities 41,959,130 39,577,380
----------- -----------
Shareholders' equity:
Common stock, $0.01 par value; authorized shares, 3,000,000; issued and
outstanding, 1,937,505 shares at September 30, 1999 and 1,937,005 at
March 31, 1999 19,376 19,371
Additional capital 4,786,336 4,784,341
Retained earnings 5,384,723 4,618,798
----------- -----------
Total shareholders' equity 10,190,435 9,422,510
----------- -----------
Total liabilities and shareholders' equity $52,149,565 $48,999,890
=========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE> 4
RVM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED SEPTEMBER 30
--------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net sales $ 47,407,220 $ 41,971,679
Cost of sales 41,773,497 36,154,518
------------ ------------
Gross profit 5,633,723 5,817,161
Selling, general and administrative expenses 3,475,831 3,272,168
------------ ------------
Income from operations 2,157,892 2,544,993
Other income (expense):
Other income 28,698 27,817
Interest expense (939,581) (965,497)
Loss on disposal of equipment (32,414) 0
------------ ------------
Income before income taxes 1,214,595 1,607,313
Provision for income taxes 448,671 594,726
------------ ------------
Net income $ 765,924 $ 1,012,587
============ ============
Basic and diluted earnings per share: $ 0.40 $ 0.52
============ ============
</TABLE>
See accompanying notes to the consolidated financial statements.
4
<PAGE> 5
RVM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
--------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net sales $ 23,281,281 $ 20,965,394
Cost of sales 20,585,184 18,222,242
------------ ------------
Gross profit 2,696,097 2,743,152
Selling, general and administrative expenses 1,804,583 1,657,527
------------ ------------
Income from operations 891,514 1,085,625
Other income (expense):
Other income 19,339 4,515
Interest expense (475,162) (489,197)
Loss on disposal of equipment (15,205) 0
------------ ------------
Income before income taxes 420,486 600,943
Provision for income taxes 154,646 222,351
------------ ------------
Net income $ 265,840 $ 378,592
============ ============
Basic and diluted earnings per share: $ 0.14 $ 0.19
============ ============
</TABLE>
See accompanying notes to the consolidated financial statements.
5
<PAGE> 6
RVM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED SEPTEMBER 30
-------------------------------------
1999 1998
------------------ ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................................. $ 765,924 $ 1,012,587
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization............................................ 1,152,660 977,877
Increase (decrease) in accrued product warranty.......................... 135,000 25,000
Increase (decrease) in allowance for doubtful accounts................... 14,500 27,600
Loss on disposal of equipment............................................ 32,414 0
Increase (decrease) in cash from changes in:
Receivables ............................................................ 832,555 839,337
Inventories.............................................................. (2,358,948) (3,559,514)
Other assets............................................................. (41,486) (94,378)
Accounts payable ....................................................... 1,751,064 (59,401)
Refundable and accrued income taxes...................................... 51,945 486,359
Accrued expenses and other current liabilities........................... 287,855 (247,438)
------------------ ----------------
Net cash provided by (used in) operating activities...................... 2,623,483 (591,971)
------------------ ----------------
Cash flows from investing activities:
Capital expenditures....................................................... (2,482,563) (3,562,054)
Proceeds from disposal of fixed assets..................................... 3,000 0
Investment of income earned on investment of proceeds from long-term debt with
trustee.................................................................. (8,444) (43,696)
Sale of investments and release of funds held by trustee................... 321,078 714,362
------------------ ----------------
Net cash provided by (used in) investing activities...................... (2,166,929) (2,891,388)
------------------ ----------------
Cash flows from financing activities:
Payments on long-term debt................................................. (382,229) (378,693)
Proceeds from (payments on) notes payable - bank, net...................... (396,839) 3,101,836
Payments on notes payable to related parties............................... (113,100) (403,100)
Proceeds from long-term debt, net of issuance costs........................ 1,100,000 1,158,456
Proceeds from exercised stock options...................................... 2,000 0
------------------ ----------------
Net cash provided by (used in) financing activities...................... 209,832 3,478,499
------------------ ----------------
Net increase (decrease) in cash and cash equivalents.......................... 666,386 (4,860)
Cash and cash equivalents at beginning of period.............................. 328,490 846,128
------------------
================
Cash and cash equivalents at end of period.................................... $ 994,876 $ 841,268
================== ================
</TABLE>
See accompanying notes to the consolidated financial statements.
6
<PAGE> 7
RVM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED 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 RVM Industries, Inc.
("the Company"). All adjustments other than those described in this
report are, in the opinion of management, of a normal and recurring
nature. These consolidated financial statements include the accounts of
RVM's wholly owned subsidiaries: Ravens, Inc. ("Ravens"), Albex
Aluminum, Inc. ("Albex") and Signs and Blanks, Inc ("SABI"). All
significant intercompany accounts and transactions have been
eliminated. Certain amounts in previously issued financial statements
were reclassified to conform to the Fiscal Year 2000 presentation.
2. On April 8, 1999, Ravens completed an asset purchase of the Knox,
Indiana manufacturing facility of Galbreath, Inc. The Company will
lease the facility from a third party. The plant manufactures steel
dump trailers. The trailers will enhance the current product line and
will be marketed through the current Ravens distribution channels. The
purchase price was $1,265,000 and was primarily financed by a note
through FirstMerit Bank, N.A. The note amount was amended on September
30, 1999 from $1,100,000 to $1,614,220 that was utilized for purchase
of capital equipment for the facility. The note is payable on a monthly
installment through September 30, 2004 at the lender's prime rate.
Interest is payable monthly.
3. Basic earnings per share are based on net income divided by the
weighted average number of common shares outstanding. The weighted
average number of common shares outstanding was 1,937,481 in 1999 and
1,936,755 in 1998. Diluted earnings per share reflect the potential
dilution that could occur if all options or contracts to issue common
stock were issued or converted. Basic earnings per share for the
Company is the same as diluted earnings per share.
4. Inventories consist of the following:
September 30, 1999 March 31, 1999
------------------------ ---------------------
Raw materials $ 8,121,086 $ 5,782,364
Work in process 2,513,096 2,160,389
Finished goods 2,422,675 2,755,156
------------------------ ---------------------
$ 13,056,857 $ 10,697,909
======================== =====================
The reserve to reduce the carrying value of inventories from current cost
to the LIFO basis amounted to approximately $1,892,000 at September 30
and $1,853,000 at March 31.
7
<PAGE> 8
<TABLE>
<CAPTION>
5. Business Segment Information:
RAVENS ALBEX SABI ELIMINATIONS CONSOLIDATED
------------- ------------ ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Six months ended September 30, 1999
- -------------------------------------------
Sales to customers $30,056,299 $12,127,385 $5,223,536 $ 0 $47,407,220
Intersegment sales 0 3,295,072 186 (3,295,258) 0
------------ ------------ ------------ ------------ ------------
Net sales $30,056,299 $15,422,457 $5,223,722 $ (3,295,258) $47,407,220
============ ============ ============ ============ ============
Income (loss) from operations $ 2,639,173 $ (739,740) $262,191 $ (3,732) $ 2,157,892
Six months ended September 30, 1998
- -------------------------------------------
Sales to customers $25,866,652 $10,035,604 $6,069,423 $ 0 $41,971,679
Intersegment sales 0 3,874,412 376 (3,874,788) 0
------------ ------------ ------------ ------------ ------------
Net sales $25,866,652 $13,910,016 $6,069,799 $ (3,874,788) $41,971,679
============ ============ ============ ============ ============
Income (loss) from operations $ 2,381,080 $ (218,850) $428,436 $ (45,673) $ 2,544,993
Three months ended September 30, 1999
- -------------------------------------------
Sales to customers $14,701,490 $ 5,930,005 $2,649,786 $ 0 $23,281,281
Intersegment sales 0 1,345,230 0 (1,345,230) 0
------------ ------------ ------------ ------------ ------------
Net sales $14,701,490 $ 7,275,235 $2,649,786 $ (1,345,230) $23,281,281
============ ============ ============ ============ ============
Income (loss) from operations $ 1,344,447 $ (563,906) $ 110,026 $ 947 $ 891,514
Three months ended September 30, 1998
- -------------------------------------------
Sales to customers $13,039,609 $ 4,931,643 $2,994,142 $ 0 $20,965,394
Intersegment sales 0 1,193,978 0 (1,193,978) 0
------------ ------------ ------------ ------------ ------------
Net sales $13,039,609 $ 6,125,621 $2,994,142 $ (1,193,978) $20,965,394
============ ============ ============ ============ ============
Income (loss) from operations $ 1,109,142 $ (344,787) $208,125 $ 113,145 $ 1,085,625
</TABLE>
6. In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, which, as amended by FASB Statement No. 137, is required to
be adopted in years beginning after June 15, 2000. The Statement
permits early adoption as of the beginning of any fiscal quarter after
its issuance. The Statement will require the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are
not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the stature of the hedge, changes
in the fair value of the derivative will either be offset against the
change in fair value of the hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings. The ineffective
portion of a derivative's change in fair value will be immediately
recognized in earnings.
The Company has not yet determined what the effect of Statement No. 133
will be on its earnings and financial position and has not yet
determined the timing or method of adoption. However, the Statement
could increase volatility in earnings and comprehensive income.
8
<PAGE> 9
7. On September 30, 1998, the Company entered into a line of credit
agreement with FirstMerit Bank, N.A.. The agreement provides for
borrowings up to $20,000,000 based on eligible accounts receivable and
inventories expiring on August 31, 2001. Interest is at FM's prime rate
minus 1/4%. The agreement is collateralized by accounts receivable,
inventory, equipment, cash, intangibles and certain real estate. There
are covenants relating to the payment of dividends, acquiring treasury
stock, the creation of additional indebtedness, minimum tangible net
worth, and cash flow coverage. The Company was not in compliance with
the cash flow coverage covenant for the year ended March 31, 1999 and
quarter ending June 30, 1999 but received a waiver from FirstMerit
Bank, N.A. On September 30, 1999 FirstMerit Bank, N.A. amended the
covenant on cash flow coverage and the company was in compliance. The
Company expects to continue to be in compliance with this covenant. The
Company owed $12,840,634 under this agreement at September 30, 1999.
The Company could have borrowed approximately $2,036,461 more than the
amount owed to FirstMerit at September 30, 1999.
8. See Impact of Year 2000 in Management's Discussion and Analysis of
Financial Condition and Results of Operations for a discussion of the
issue and estimated cost.
9
<PAGE> 10
RVM INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1999
MATERIAL CHANGES IN FINANCIAL CONDITION
The Company had cash and cash equivalents of $994,876 and $328,490 at September
30, 1999 and March 31, 1999, respectively. The Company could have borrowed
approximately $2,036,461 more on the line of credit at September 30, 1999. As
discussed in footnote 7, in Notes to Consolidated Financial Statements, the
Company was in compliance with all bank covenants at September 30, 1999.
Capital expenditures were approximately $1,285,000 and $2,483,000 for the
quarter and year to date respectively. The major expenditures were: (i) at
Ravens, $665,000 for the purchase price of the fixed assets of the Knox, Indiana
facility, $446,000 for a hydraulic press and beam welder at the Knox, Indiana
facility, $337,000 at the Kent, Ohio facility for the cut to length line and
$282,000 of computer and other equipment throughout the Ravens facilities; (ii)
at Albex, approximately $622,000 for purchase of extrusion and other equipment
and facility improvements; (iii) at SABI, $133,000 for computer and other
miscellaneous equipment.
Inventories increased from year end by $2,358,948 (22.0%). The increase was
primarily at Ravens to support a 20% increase in sales from the fourth quarter
Fiscal Year 1999 and at SABI in an anticipation of a strike at a vendor.
Account Receivables decreased $832,555 with net sales increasing from the last
quarter of FY 1999 by 13.0%. The decrease in receivables was due primarily to a
new dealer floor plan that was phased in over the past eight months at Ravens.
Current Liabilities increased $2,883,335 mainly to support the increase in
operations at Ravens and an increase in the current portion of long term debt.
On April 8, 1999, the Company entered into a long term note with FirstMerit N.A.
for $1,100,000 and was amended on September 30, 1999 to increase the note to
$1,614,220. The funds were used by Ravens to purchase the Knox facility assets
and to purchase additional capital equipment. See footnote 2 in Notes to
Consolidated Financial Statements.
The Company's sales order backlog for new trailers was approximately $5,755,000
and $9,815,186 at September 30, and June 30, 1999, respectively. The decrease in
backlog results from the decrease in flat trailer orders and the cycle order
pattern of specialty steel dump trailers built at the Knox facility. 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. Cautionary
statements: Demand for the Company's products is subject to changes in general
economic conditions and in the specific markets in which the Company competes.
Albex has not reached a level of profitability. The Company's liquidity could be
adversely affected if Albex is not successful in generating sufficient sales of
billets and achieving profitability.
10
<PAGE> 11
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Six Months Ended September 30, 1999 Compared to the
---------------------------------------------------
Six Months Ended September 30, 1998
-----------------------------------
Consolidated net sales increased 13.0% with trailer sales at Ravens increasing
16.2% and were partially offset by lower sales at SABI of 13.9%. Gross profit
margin decreased to 11.9% from 13.9%. The higher sales at Ravens were at lower
margins, as the fleet sales of dump and flats and the start up of the Knox
facility lowered over all gross profit margins. Albex gross profit margin
decreased due to higher manufacturing costs. Selling, general and administrative
expenses decreased to 7.3% from 7.8% of net sales.
Ravens net sales increased 16.2%. Fleet sales of both dump and flats and the
introduction of steel dumps improved net sales. The Knox facility started
production in April and generated net sales of approximately $2,302,000. Overall
mix shift of fleet sales and the start up of the Knox facility lowered gross
profit margins to 16.0% from 17.2%. Selling, general and administrative expense
decreased to 7.2% from 8.0% of net sales.
Albex net sales to customers other than to Ravens and SABI increased 10.8% due
mainly to increased extrusion sales. Gross profit margin decreased to nil from
4.0%. Higher manufacturing costs caused the decrease in margin. In October,
additional manufacturing equipment will start up that will improve the
reliability of the manufacturing process and the division should be profitable
in the fourth quarter. Selling, general and administrative expenses were reduced
to 5.3% from 5.7% of net sales.
SABI net sales decreased 13.9% due mainly to competitive conditions. Gross
profit margins improved to 14.6% from 13.9%. Selling, general and administrative
costs increased to 9.5% from 6.8% as sales decreased faster than cost and a new
sales office was opened in the second quarter to improve sales coverage in the
western half of the United States.
Three Months Ended September 30, 1999 Compared to the
-----------------------------------------------------
Three Months Ended September 30, 1998
-------------------------------------
Consolidated net sales increased 12.8% with trailer sales at Ravens increasing
12.8% and were partially offset by lower sales at SABI of 11.5%. Gross profit
margin decreased to 11.5% from 13.1%. The higher sales at Ravens were at
slightly higher margins due to the contribution of the Knox facility that was
profitable in the second quarter. Albex operated at a net loss in the second
quarter that exceeds last year's net loss by $189,416. Higher manufacturing cost
and higher purchased material cost caused the variance. Selling, general and
administrative expenses decreased to 7.8% from 7.9%.
Ravens net sales increased 12.8%. Higher steel and aluminum dump trailer sales
were partially offset by lower flat trailer sales. The Knox facility started
production in April and generated, in the second quarter, net sales of
approximately $1,389,000. Higher utilization of the manufacturing facilities
improved the gross profit margins to 16.8% from 16.5%. Selling, general and
administrative expense decreased to 7.6% from 8.0% of net sales.
Albex net sales to customers other than to Ravens and SABI increased 15.7% due
mainly to increased extrusion sales. Gross profit margin decreased to a loss of
2.1% from a profit of 1.1%. Higher manufacturing costs and higher purchased
material cost caused the decrease in margin. As noted above, in October
additional manufacturing equipment will start up that will improve the
reliability of the manufacturing process; reduce significantly the need for
purchase material and the division should be profitable in the fourth quarter.
Selling, general and administrative expenses were reduced to 5.6% from 6.7% of
net sales.
11
<PAGE> 12
SABI net sales decreased 11.5% due mainly to competitive conditions. Gross
profit margins improved to 14.4% from 13.7%. Selling, general and administrative
costs increased to 10.2% from 6.7% as sales decreased faster than cost and a new
sales office was opened during this quarter to improve sales coverage in the
western half of the United States.
IMPACT OF YEAR 2000
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have time-sensitive software may recognize a date using "0" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, the inability to efficiently process transactions such as sales
invoices. The Company has completed its assessment of all systems that could be
significantly affected by the Year 2000. Significant affected systems are
general ledger, billing, costing, inventory, and other accounting related
systems. The Company does not have any critical manufacturing equipment that
presents Year 2000 exposure to the Company. The Company has multiple suppliers
for all key components and raw materials; and therefore, the Company is not
dependent upon any third parties, other than a bank, which could materially
impact the Company's results of operations, liquidity, or capital resources.
Representatives of the bank have indicated that that its critical systems are
Year 2000 compliant. The Company has formulated a remediation and implementation
plan for each of its subsidiaries.
Ravens installed a new computer in March 1998. In January 1998, Ravens had
retained a consulting firm to assist it in selecting new enterprise software to
replace the current integrated manufacturing, inventory and accounting software.
Ravens selected the new software in June 1998 and is currently training
personnel and implementing the software. The new software was implemented at the
wholesale parts operation in February 1999. The trailer sales and retail parts
branch began using the new software in March 1999. Ravens expect to fully
implement critical modules of the new software at its manufacturing facilities
prior to November 30, 1999. The costs for acquiring and installing the new
software and computer are expected to be approximately $600,000, of which
approximately $500,000 is expected to be capitalized. Approximately $533,000 has
been incurred as of June 30, 1999, of which approximately $492,000 has been
capitalized.
SABI purchased new software and hardware and has retained a consulting firm to
assist in the implementation. The cost is expected to be approximately $120,000,
the majority of which will be capitalized. SABI expects to implement the
software by December 1,1999. The company has purchased and installed the
software and hardware. Training and implementation of the software began in
September.
Management of Ravens and SABI believes that they have effective remediation and
implementation plans. If they are unable to implement critical modules prior to
the Year 2000, date sensitive processes will be performed manually or minor
modifications can be made to the current software.
Albex's software is Year 2000 compliant.
The above expenditures are expected to be paid with internally generated cash
and with borrowings.
12
<PAGE> 13
The costs and dates on which the Company believes that it will complete the Year
2000 modifications are based on management's best estimates, which were derived
utilizing assumptions of future events, including the continued availability of
necessary hardware, software, and personnel for implementation and training,
third party modification plans and other factors. There can be no guarantee that
these estimates will be achieved, and actual results could differ materially
from those anticipated. In addition, disruptions in the economy resulting from
Year 2000 issues could adversely affect the Company.
FORWARD-LOOKING STATEMENTS
Forward-looking statements in this Form 10-Q are made pursuant to the safe
harbor provisions of Rule 175 promulgated under the Securities Act of 1933. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Potential risks and
uncertainties include, but are not limited to: general business and economic
conditions; the financial strength of the industries which the company serves;
the competitive pricing environment within the markets which the Company serves;
labor disruptions; interruptions in the supply of raw materials and services; a
significant increase in the price of aluminum; continued availability of credit
from lenders and vendors; government regulations; obsolescence of the Company's
products and manufacturing technologies; and the inability of outside vendors to
make their computer systems Year 2000 compliant in time or the magnitude of the
Year 2000 issue being greater than presently anticipated.
13
<PAGE> 14
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
An annual meeting of the stockholders was held on September 16,1999 at
which time the Board of Directors as previously reported re-elected
Jacob Pollock as a Director. Jacob Pollock, holding 1,599,173 shares
representing 82.08% of the outstanding shares voted for the nominee.
1,652,778 affirmative votes were cast for the nominee and no negative
votes were cast.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Item
----------- ----
10(ii) Promissory Note between RVM Industries, Inc.
and FirstMerit Bank, N.A. dated September
30,1999.
10(iii) Amendment to Loan Agreement dated September
30, 1999 between RVM Industries Inc. and
FirstMerit Bank, N.A. for the Loan Agreement
dated September 30, 1997.
10(iv) Amendment to Business Loan Agreement dated
September 30, 1999 between RVM Industries,
Inc. and FirstMerit Bank, N.A. for the
Business Loan Agreement dated September 30,
1997.
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months ended
September 30, 1999.
14
<PAGE> 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RVM INDUSTRIES, INC.
--------------------
(Registrant)
By: /S/ James R. McCourt
---------------------------------------
James R. McCourt
Chief Financial Officer
and Principal Accounting Officer
Date: November 12, 1999
15
<PAGE> 1
Exhibit 10(ii)
PROMISSORY NOTE
<TABLE>
<CAPTION>
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$1,614,220.00 09-30-1999 09-30-2004 UCC RH2
</TABLE>
References in the shaded area are for Lenders use only and do not limit the
applicability of this document to any particular loan or item.
<TABLE>
<S> <C> <C>
BORROWER: RVM INDUSTRIES, INC.; RAVENS, INC.; SIGNS AND LENDER: FIRSTMERIT BANK, N A.
BLANKS, INC.; ALBEX ALUMINUM, INC. CORPORATE ASSET BASED LENDING #90430
753 W. WATERLOO RD. 106 SOUTH MAIN STREET
AKRON, OH 44314 AKRON, OH 44308
PRINCIPAL AMOUNT: $1,614,220.00 INITIAL RATE: 8.250% DATE OF NOTE: SEPTEMBER 30, 1999
</TABLE>
================================================================================
PROMISE TO PAY. RVM Industries, Inc.; Ravens, Inc.; Signs and Blanks, Inc.;
Albex Aluminum, Inc. ("Borrower") promises to pay to FirstMerit Bank, N.A.
("Lender"), or order, in lawful money of the United States of America, the
principal amount of One Million Six Hundred Fourteen Thousand Two Hundred Twenty
& 00/100 Dollars ($1,614,220.00), together with interest on the unpaid principal
balance from September 30, 1999, until paid in full.
PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 59 principal payments of $26,904.00 each and one
final principal and interest payment of $27,068.83. Borrower's first principal
payment is due October 31, 1999, and all subsequent principal payments are due
on the same day or each month after that. In addition, Borrower will pay regular
monthly payments of all accrued unpaid interest due as of each payment date.
Borrower's first interest payment is due October 31, 1999, and all subsequent
interest payments are due on the same day of each month after that. Borrower's
final payment due September 30, 2004, will be for all principal and accrued
interest not yet paid. The annual interest rate for this Note is computed on a
365/360 basis; that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender's address shown above or at such other place as Lender may
designate in writing. Unless otherwise agreed or required by applicable law,
payments will be applied first to accrued unpaid interest, then to principal,
and any remaining amount to any unpaid collection costs and late charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is Lenders Prime Rate (the
"Index"). This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers. This rate may or may not be
the lowest rate available from Lender at any given time. Lender will tell
Borrower the current Index rate upon Borrower's request. Borrower understands
that Lender may make loans based on other rates as well. The interest rate
change will not occur more often than each day as Prime changes. THE INDEX
CURRENTLY IS 8.250% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID
PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE EQUAL TO THE INDEX, RESULTING
IN AN INITIAL RATE OF 8.250% PER ANNUM. NOTICE: Under no circumstances will the
interest rate on this Note be more than the maximum rate allowed by applicable
law.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due
and may result in Borrower making fewer payments.
LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, Borrower will be charged
7.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT OR $35.00,
WHICHEVER IS GREATER.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's property on or in which Lender
has a lien or security interest. This includes a garnishment of any of
Borrower's accounts with Lender. (f) Any guarantor dies or any of the other
events described in this default section occurs with respect to any guarantor of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired. (h) Lender in good faith deems itself insecure.
If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Lender may hire or pay someone
else to help collect this Note if Borrower does not pay. Borrower also will pay
Lender that amount. This includes, subject to any limits under applicable law,
Lender's attorneys' fees and Lender's legal expenses whether or not there is a
lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings
(Including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law. THIS NOTE HAS BEEN DELIVERED TO
LENDER AND ACCEPTED BY LENDER IN THE STATE OF OHIO. IF THERE IS A LAWSUIT,
BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE
COURTS OF SUMMIT COUNTY, THE STATE OF OHIO. LENDER AND BORROWER HEREBY WAIVE THE
RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY
EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO.
CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any
attorney-at-law, including an attorney hired by Lender, to appear in any court
of record and to confess judgment against Borrower for the unpaid amount of this
Note as evidenced by an affidavit signed by an officer of Lender setting forth
the amount then due, plus attorneys' fees as provided in this Note, plus costs
of suit, and to release all errors, and waive all rights of appeal. If a copy of
this Note, verified by an affidavit, shall have been filed in the proceeding, it
will not be necessary to file the original as a warrant of attorney. Borrower
waives the right to any stay of execution and the benefit of all exemption laws
now or hereafter in effect. No single exercise of the foregoing warrant and
power to confess judgment will be deemed to exhaust the power, whether or not
any such exercise shall be held by any court to be invalid, voidable, or void;
but the power will continue undiminished and may be exercised from time to time
as Lender may elect until all amounts owing on this Note have been paid in full.
Borrower waives any conflict of interest that an attorney hired by Lender may
have in acting on behalf of Borrower in confessing judgment against Borrower
while such attorney is retained by Lender. Borrower expressly consents to such
attorney acting for Borrower in confessing judgment.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $26.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
<PAGE> 2
09-30-1999 PROMISSORY NOTE PAGE 2
LOAN NO (CONTINUED)
================================================================================
GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. In particular, this section means (among other
things) that Borrower does not agree or intend to pay, and Lender does not agree
or intend to contract for, charge, collect, take, reserve or receive
(collectively referred to herein as "charge or collect"), any amount in the
nature of interest or in the nature of a fee for this loan, which would in any
way or event (including demand, prepayment, or acceleration) cause Lender to
charge or collect more for this loan than the maximum Lender would be permitted
to charge or collect by federal law or the law of the State of Ohio (as
applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower. Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABL INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
================================================================================
NOTICE: FOR THIS NOTICE "YOU" MEANS THE BORROWER AND "HIS" MEANS LENDER.
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO
COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT OR ANY OTHER CAUSE.
================================================================================
BORROWER:
RVM INDUSTRIES, INC.: RAVENS, INC.; SIGNS AND BLANKS, INC.; ALBEX ALUMINUM, INC.
BY: /s/ Jacob Pollock
-----------------------------------------------------------
JACOB POLLOCK, CEO, TREASURER OR RVM INDUSTRIES, INC.
BY: /s/ Jacob Pollock
-----------------------------------------------------------
JACOB POLLOCK CHAIRMAN, CEO, TREASURER OF RAVENS, INC.
BY: /s/ Jacob Pollock
-----------------------------------------------------------
JACOB POLLOCK, CEO OF SIGNS AND BLANKS, INC.
BY: /s/ Jacob Pollock
-----------------------------------------------------------
JACOB POLLOCK, CEO OF ALBEX ALUMINUM, INC
================================================================================
Variable Rate. Principal + Interest. LASER PRO Reg U.S. Pat. & T.M.
Off., Ver. 3.26b (c) 1999 CFI
ProServices, Inc. All rights
reserved. [OH--D20 RVMT.LN)
<PAGE> 1
Exhibit 10.(iii)
AMENDMENT TO LOAN AGREEMENT
---------------------------
This amendment to Loan Agreement made at Akron, Ohio as of September
30, 1999 by and among FIRSTMERIT BANK, N.A. ("Bank") and RVM INDUSTRIES, INC.;
RAVENS, INC.; SIGNS AND BLANKS, INC.; ALBEX ALUMINUM, INC. ("Borrower").
WITNESSETH
WHEREAS, the Bank and Borrower have entered into a Loan Agreement dated
September 30, 1997, as amended, and;
WHEREAS, the Bank and the Borrower desire to further amend certain
terms of the Loan Agreement;
NOW THEREFORE, in consideration of the mutual premises herein contained
and other valuable consideration, the receipt, and sufficiency of which is
hereby acknowledged, the parties hereto agree to amend said Loan Agreement in
the following respect and in such respect only:
1. THE DEFINITION OF BORROWING BASE (PAGE 1) TO BE CHANGED AS FOLLOWS:
The words "Borrowing Base" mean as determined by Lender from time to
time the lesser of (a) $20,000,000.00; or (b) the sum of (i) 82.000%
of the aggregate amount of Eligible Accounts, plus (ii) 70.000% of
Eligible Ravens Sheet & Plate and Albex Ingot, Billet & Scrap
Inventory, plus (iii) 65.000% of the aggregate amount of Eligible
Signs and Blanks Raw Material and Albex Material/Extrusions
Inventory, plus (iv) 80.000% of the aggregate amount of Eligible
Ravens Finished Goods Inventory, plus (v) 55.000% of the aggregate
amount of Eligible Signs and Blanks Finished Goods Inventory, plus
(vi) 50.000% of the aggregate amount of Eligible Ravens Raw Material
Inventory with a maximum advance of $11,000,000.00 against
Inventory, less (vii) $375,000.00 at 9/30/99, $412,500.00 at
10/31/99, $450,000.00 at 11/30/99, $37,500.00 at 12/31/99 (provided
the Kent IRB 12/99 payment is made), $75,000.00 at 1/31/00,
$112,500.00 at 2/28/00, $150,000.00 at 3/31/00, $187,500.00 at
4/30/00, $225,000.00 at 5/31/00, $262,500.00 at 6/30/00, $300,000.00
at 7/31/00, $337,500.00 at 8/31/00, $375,000.00 at 9/30/00,
$412,500.00 at 10/31/00, $450,000.00 at 11/30/00, $37,500.00 at
12/31/00 (provided the Kent IRB 12/00 payment is made), $75,000.00
at 1/31/01, $112,500.00 at 2/28/01, $150,000.00 at 3/31/01,
$187,500.00 at 4/30/01, $225,000.00 at 5/31/01, $262,500.00 at
6/30/01, $300,000.00 at 7/31/01, and $337,500.00 at 8/31/01.
<PAGE> 2
2. THE DEFINITION OF EXPIRATION DATE (PAGE 1) TO BE CHANGED AS FOLLOWS:
The word "Expiration date" means the earlier of AUGUST 31, 2001, or
the date of termination of Lender's commitment to lend under this
agreement.
3. THE FINANCIAL COVENANTS AND RATIOS PERTAINING TO CASH FLOW
REQUIREMENTS (PAGE 5) TO BE CHANGED AS FOLLOWS:
Maintain Cash Flow at not less than the following levels: (i) for
the period ending 9-30-99 and 12-31-99, 0.8 times the consolidated
sum of current maturities of long-term debt paid, plus dividends,
plus capital expenditures not funded by term debt or under the Kent
IRB; (ii) 1.1 times at 3-31-00; and (iii) 1.2 times at 6-30-00, and
quarterly thereafter. This covenant is to be tested quarterly using
the accumulated total of the previous four quarters.
4. THE FINANCIAL COVENANTS AND RATIOS PERTAINING TO TANGIBLE NET WORTH
(PAGE 5) TO BE CHANGED AS FOLLOWS:
Maintain a minimum consolidated Tangible Net Worth of not less than
$12,000,000.00 until 3-31-00, then $14,000,000.00 until 3-31-01 then
$16,000,000.00 thereafter. Tangible Net Worth shall include
subordinated debt due from Albex Aluminum, Inc. to Jacob Pollock and
Signs and Blanks, Inc. to J. Pollock & Company. This covenant is to
be test quarterly.
This is expressly understood and agreed that all other terms and
conditions of the aforesaid Asset Based Loan Agreement shall remain unchanged
and in full force and effect and are fully applicable to the amendment made
hereby.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in their respective authorized officers as of the date of first above
written.
FIRSTMERIT BANK, N.A. RVM INDUSTRIES, INC.
By: /s/Ronald T. Hayes By: /s/Jacob Pollock
----------------------------- ----------------------------
Title: V.P. Title: C.E.O.
-------------------------- -------------------------
RAVENS, INC.
By: /s/Jacob Pollock
----------------------------
Title: C.E.O.
-------------------------
PAGE 2
<PAGE> 3
SIGNS AND BLANKS, INC.
By: /s/Jacob Pollock
----------------------------
Title: C.E.O.
-------------------------
ALBEX ALUMINUM, INC.
By: /s/Jacob Pollock
----------------------------
Title: C.E.O.
-------------------------
PAGE 3
<PAGE> 1
Exhibit 10(iv)
AMENDMENT TO BUSINESS LOAN AGREEMENT
------------------------------------
This amendment to Business Loan Agreement made at Akron, Ohio as of
SEPTEMBER 30, 1999 by and among FIRSTMERIT BANK, N.A. ("Bank") and RVM
INDUSTRIES, INC.; RAVENS, INC.; SIGNS AND BLANKS, INC.; ALBEX ALUMINUM, INC.
("Borrower").
WITNESSETH
WHEREAS, the Bank and Borrower have entered into a Business Loan
Agreement dated September 30, 1997, and;
WHEREAS, the Bank and the Borrower desire to further amend certain
terms of the Business Loan Agreement;
NOW THEREFORE, in consideration of the mutual premises herein contained
and other valuable consideration, the receipt, and sufficiency of which is
hereby acknowledged, the parties hereto agree to amend said Business Loan
Agreement in the following respect and in such respect only:
1. THE FINANCIAL COVENANTS AND RATIOS PERTAINING TO CASH FLOW
REQUIREMENTS (PAGE 3) TO BE CHANGED AS FOLLOWS:
Maintain Cash Flow at not less than the following levels: (i) for
the period ending 9-30-99 and 12-31-99, 0.8 times the consolidated
sum of current maturities of long-term debt paid, plus dividends,
plus capital expenditures not funded by term debt or under the Kent
IRB; (ii) 1.1 times at 3-31-00; and (iii) 1.2 times at 6-30-00, and
quarterly thereafter. This covenant is to be tested quarterly using
the accumulated total of the previous four quarters.
2. THE FINANCIAL COVENANTS AND RATIOS PERTAINING TO TANGIBLE NET WORTH
(PAGE 3) TO BE CHANGED AS FOLLOWS:
Maintain a minimum consolidated Tangible Net Worth of not less
$12,000,000.00 until 3-31-00, then $14,000,000.00 until 3-31-01
then $16,000,000.00 thereafter. Tangible Net Worth shall include
subordinated due from Albex Aluminum, Inc. to Jacob Pollock and
Signs and Blanks, Inc. Pollock & Company. This covenant is to be
test quarterly.
3. THE CONDITIONS PRECEDENT TO EACH ADVANCE PERTAINING TO PAYMENT OF
FEES AND EXPENSES (PAGE 2) TO BE CHANGED AS FOLLOWS:
Borrower shall pay Lender a documentation fee, at closing, of
$1,250.00 in connection with the increase to the $1,614,220.00 term
loan.
<PAGE> 2
This is expressly understood and agreed that all other terms and
conditions of the aforesaid Asset Based Loan Agreement shall remain unchanged
and in full force and effect and are fully applicable to the amendment made
hereby.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in their respective authorized officers as of the date of first above
written.
FIRSTMERIT BANK, N.A. RVM INDUSTRIES, INC.
By: /s/Ronald T. Hayes By: Jacob Pollock
-------------------------- -------------------------------
Title: V.P. Title: C.E.O.
----------------------- ----------------------------
RAVENS, INC.
By: /s/Jacob Pollock
----------------------------
Title: C.E.O.
-------------------------
SIGNS AND BLANKS, INC.
By: /s/Jacob Pollock
----------------------------
Title: C.E.O.
-------------------------
ALBEX ALUMINUM, INC.
By: /s/Jacob Pollock
----------------------------
Title: C.E.O.
-------------------------
PAGE 2
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 994,876
<SECURITIES> 0
<RECEIVABLES> 9,453,159
<ALLOWANCES> 121,500
<INVENTORY> 13,056,857
<CURRENT-ASSETS> 24,531,123
<PP&E> 27,110,521
<DEPRECIATION> 9,950,022
<TOTAL-ASSETS> 52,149,565
<CURRENT-LIABILITIES> 14,594,284
<BONDS> 25,744,846
0
0
<COMMON> 19,376
<OTHER-SE> 10,171,059
<TOTAL-LIABILITY-AND-EQUITY> 52,149,565
<SALES> 47,407,220
<TOTAL-REVENUES> 47,435,918
<CGS> 41,773,497
<TOTAL-COSTS> 41,773,497
<OTHER-EXPENSES> 3,508,245
<LOSS-PROVISION> 29,595
<INTEREST-EXPENSE> 939,581
<INCOME-PRETAX> 1,214,595
<INCOME-TAX> 448,671
<INCOME-CONTINUING> 2,157,892
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 765,924
<EPS-BASIC> .40
<EPS-DILUTED> .40
</TABLE>
