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 ----------------------------- 2 PART I. FINANCIAL INFORMATION RAVENS METAL PRODUCTS, INC. BALANCE SHEETS 1995 --------- ASSETS June 30 March 31 ----------- ------------ 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. 2 3 RAVENS METAL PRODUCTS, INC. BALANCE SHEETS, Continued 1995 ---------- LIABILITIES AND SHAREHOLDERS' EQUITY June 30 March 31 ----------- ------------ 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. 3 4 RAVENS METAL PRODUCTS, INC. STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT) Three Months Ended June 30 ------------------------------------ 1995 1994 ----------- ----------- 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. 4 5 RAVENS METAL PRODUCTS, INC. STATEMENTS OF CASH FLOWS Three Months Ended June 30 ------------------------------------- 1995 1994 ---------- ---------- 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. 5 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. 3. Inventories consist of the following: June 30, 1995 March 31, 1995 -------------- -------------- 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 ========== ========== 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 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 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