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 --------------- 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 ----------------------------- 2 RAVENS METAL PRODUCTS, INC. BALANCE SHEETS 1996 ------------------------- June 30 March 31 ----------- ----------- ASSETS 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 ----------- ----------- Total assets $21,175,473 $21,886,535 =========== =========== See accompanying notes to financial statements. 2 3 RAVENS METAL PRODUCTS, INC. BALANCE SHEETS, Continued 1996 ---------------------------- June 30 March 31 ------------ ------------ LIABILITIES AND SHAREHOLDERS' EQUITY 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 ------------ ------------ 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 ------------ ------------ Total liabilities 17,506,964 18,446,445 ------------ ------------ 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 ------------ ------------ 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 ============ ============ See accompanying notes to financial statements. 3 4 RAVENS METAL PRODUCTS, INC. STATEMENTS OF OPERATIONS AND RETAINED EARNINGS Three Months Ended June 30 ---------------------------- 1996 1995 ------------ ------------ Net sales $ 11,072,804 $ 8,339,024 Cost of sales 9,528,217 7,278,928 ------------ ------------ 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 ============ ============ See accompanying notes to financial statements. 4 5 RAVENS METAL PRODUCTS, INC. STATEMENTS OF CASH FLOWS Three Months Ended June 30 -------------------------- 1996 1995 ----------- ----------- 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) ----------- ----------- 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 ----------- ----------- Net cash provided from (used for) investing activities (94,135) (423,788) ----------- ----------- 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 ----------- ----------- Net cash provided from (used for) financing activities (236,351) 1,060,379 ----------- ----------- Net (decrease) increase in cash and cash equivalents (9,253) 116,633 Cash and cash equivalents at beginning of period 441,890 394,019 ----------- ----------- Cash and cash equivalents at end of period $ 432,637 $ 510,652 =========== =========== 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 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: June 30, 1996 March 31, 1996 ------------- -------------- 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 ========== ========== 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 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 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit No. Item ----------- ---- 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, 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