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 December 31, 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 February 13, 1997 is: Common stock shares 1,934,255 ----------------------------- 2 PART I. FINANCIAL INFORMATION RAVENS METAL PRODUCTS, INC. BALANCE SHEETS 1996 -------------------------- December 31 March 31 ----------- ---------- ASSETS Current assets: Cash and cash equivalents $446,520 $441,890 Receivables: Trade, net of allowance for doubtful accounts of $160,000 and $85,000 in December and March 3,803,847 4,678,629 Inventories 5,219,532 6,356,353 (Excess of replacement or current cost over stated values was $1,933,000 and $2,051,000 in December and March) Refundable income taxes 0 42,639 Deferred income taxes 352,818 329,818 Other current assets 166,480 99,696 ----------- ----------- Total current assets 9,989,197 11,949,025 Property, plant and equipment, net 6,661,257 6,984,989 Funds held by trustee for capital expenditures 2,775,016 2,711,104 Other assets 225,837 241,417 ----------- ----------- Total assets $19,651,307 $21,886,535 =========== =========== See accompanying notes to financial statements. 2 3 RAVENS METAL PRODUCTS, INC. BALANCE SHEETS, Continued 1996 ----------------------------- December 31 March 31 ----------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable - trade $2,926,174 $3,942,899 Accrued liabilities: Compensation 481,076 560,763 Product warranty 500,000 485,000 Income taxes 130,698 11,851 Other 455,128 394,520 Current installments on term debt 654,475 653,965 ------------ ------------ Total current liabilities 5,147,551 6,048,998 Note payable - bank 5,131,440 6,707,986 Term debt 4,660,368 5,287,010 Accrued pension costs 230,293 230,293 Deferred income taxes 226,558 172,158 ------------ ------------ Total liabilities 15,396,210 18,446,445 ------------ ------------ Commitments and contingent liabilities Shareholders' equity: Common stock, $.01 par value; authorized shares, 3,000,000; issued shares, 1,934,255 at December 31 and 1,943,525 at March 31 19,343 19,435 Additional capital 3,403,422 3,419,732 Retained earnings 1,047,994 216,585 ------------ ------------ 4,470,759 3,655,752 Unrecognized pension liability (215,662) (215,662) ------------ ------------ Total shareholders' equity 4,255,097 3,440,090 ------------ ------------ Total liabilities and shareholders' equity $19,651,307 $21,886,535 ============ ============ See accompanying notes to financial statements. 3 4 RAVENS METAL PRODUCTS, INC. STATEMENTS OF OPERATIONS AND RETAINED EARNINGS Nine Months Ended December 31 ----------------------------- 1996 1995 ------------ -------- Net sales $32,728,208 $28,437,339 Cost of sales 28,000,253 25,445,681 ------------ ------------ Gross profit 4,727,955 2,991,658 Selling, general and administrative expenses 2,902,751 2,678,001 ------------ ------------ Income from operations 1,825,204 313,657 Loss on disposal of equipment (74,379) 0 Other income 57,411 80,751 Interest expense (455,753) (441,933) ------------ ------------ Income (loss) before income taxes 1,352,483 (47,525) Provision (benefit) for income taxes 500,400 (18,600) ------------ ------------ Net income (loss) 852,083 (28,925) Retained earnings, beginning of period 216,585 22,047 Treasury stock retired (20,674) 0 ------------ ------------ Retained earnings (accumulated deficit), end of period $1,047,994 $(6,878) ============ ============ Net income (loss) per common share $.44 $(.01) ============ ============ See accompanying notes to financial statements. 4 5 RAVENS METAL PRODUCTS, INC. STATEMENTS OF OPERATIONS AND RETAINED EARNINGS Three Months Ended December 31 ------------------------------ 1996 1995 ------------ -------- Net sales $11,256,006 $11,325,474 Cost of sales 9,605,728 9,925,264 ------------ ------------ Gross profit 1,650,278 1,400,210 Selling, general and administrative expenses 979,319 986,476 ------------ ------------ Income from operations 670,959 413,734 Other income 26,632 24,699 Interest expense (137,889) (179,993) ------------ ------------ Income before income taxes 559,702 258,440 Provision for income taxes 207,000 100,700 ------------ ------------ Net income 352,702 157,740 Retained earnings (accumulated deficit), beginning of period 695,292 (164,618) ------------ ------------ Retained earnings (accumulated deficit), end of period $1,047,994 $(6,878) ============ ============ Net income per common share $.18 $.08 ============ ============ See accompanying notes to financial statements. 5 6 RAVENS METAL PRODUCTS, INC. STATEMENTS OF CASH FLOWS Nine Months Ended December 31 ----------------------------- Cash flows from operating activities: 1996 1995 ---------- -------- Net income $852,083 $(28,925) Adjustments to reconcile net income to net cash provided from (used for) operating activities: Depreciation and amortization 439,598 383,941 Deferred income taxes 31,400 61,650 Accrued product warranty 15,000 0 Allowance for doubtful accounts 75,000 13,500 Loss on disposal of equipment 74,379 0 Increase (decrease) in cash from changes in: Receivables 799,782 554,209 Inventories 1,136,821 (2,014,486) Other current assets (66,784) (19,318) Accounts payable - trade (1,016,725) 107,958 Refundable and accrued income taxes 161,486 (976,455) Other current liabilities (19,079) 74,418 Other (9,767) (27,463) ----------- ----------- Net cash provided from (used for) operating activities 2,473,194 (1,870,971) ----------- ----------- Cash flows from investing activities: Capital expenditures (180,606) (1,485,429) Investment of income from industrial development revenue bonds with trustee (112,161) (127,218) Sale of investments and release of funds held by trustee 48,249 889,817 Proceeds from sale of equipment 21,189 0 ----------- ----------- Net cash provided from (used for) investing activities (223,329) (722,830) ----------- ----------- Cash flows from financing activities: Payments on term debt (631,613) (182,792) Proceeds from (payments on) note payable - bank, net (1,576,546) 2,692,751 Purchase of treasury stock (37,076) 0 ----------- ----------- Net cash provided from (used for) financing activities (2,245,235) 2,509,959 ----------- ----------- Net increase (decrease) in cash and cash equivalents 4,630 (83,842) Cash and cash equivalents at beginning of period 441,890 394,019 ----------- ----------- Cash and cash equivalents at end of period $446,520 $310,177 =========== =========== See accompanying notes to financial statements 6 7 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 approximately 1,939,405 and 1,943,525 in 1996 and 1995, respectively, adjusted for a one-for-four reverse stock split effected on December 26, 1995. 3. Inventories consist of the following: December 31, 1996 March 31, 1996 ----------------- -------------- Raw materials $2,954,769 $3,858,163 Work in process 282,510 484,620 Finished goods 1,982,253 2,013,570 ---------- ---------- $5,219,532 $6,356,353 ========== ========== The reserve to reduce the carrying value of inventories from current cost to the LIFO basis amounted to approximately $1,933,000 at December 31 and $2,051,000 at March 31. 4. The Company purchased aluminum extrusions totalling approximately $3,390,043 and $3,310,507 in the nine month periods and $1,117,991 and $837,618 in the three month periods ended December 31, 1996 and 1995, respectively, from Albex Aluminum, Inc. (formerly Wirt Aluminum Co.), a company related through common ownership. The Company owed Albex approximately $501,363 at December 31 and $425,000 at March 31, 1996 for these purchases. 7 8 RAVENS METAL PRODUCTS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS December 31, 1996 Material Changes in Financial Condition Working capital decreased to $4,841,646 at December 31 from $5,900,027 at March 31, and long-term debt was reduced by $2,203,188. Receivables decreased due to a lower level of sales in December than in March and an increase in the allowance for doubtful accounts. Inventories decreased due to discontinuance of the utility trailer division and a reduction in other inventories. Accounts payable - - trade decreased due to a lower level of inventory purchases in December than in March. Net cash provided from operating activities enabled the Company to reduce the note payable - bank. The Company paid $37,076 to participants in the Employee Stock Ownership Plan for 9,269 shares of common stock as distributions upon termination of the Plan. The purchased shares were retired. 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, 1998. 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 $2,076,000 more than the $5,131,440 owed to the Bank at December 31, 1996. The Company's sales order backlog for new trailers was approximately $2,000,000 and $5,000,000 at December 31 and May 31, 1996, respectively. The decline in the backlog is due mainly to a decline in industry demand. Results for the quarter ended March 31, 1997 will be adversely affected by the reduced sales backlog and a settlement loss of approximately $400,000 for termination of the defined benefit pension plan covering the former hourly employees at the former Elizabeth, West Virginia 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. 8 9 Material Changes in Results of Operations ----------------------------------------- Nine Months Ended December 31, 1996 Compared to the --------------------------------------------------- Nine Months Ended December 31, 1995 ----------------------------------- Net sales increased 15.1% 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 nine months ended December 31, 1995. The gross profit margin increased to 14.4% from 10.5% due mainly to startup costs at the Kent facility in 1995. Selling, general and administrative expenses decreased to 8.9% from 9.4% of net sales as net sales increased at a greater rate than selling, general and administrative expenses. Loss on disposal of equipment is due to exiting the utility trailer business due to the Company's inability to achieve profitability. Three Months Ended December 31, 1996 Compared to the ---------------------------------------------------- Three Months Ended December 31, 1995 ------------------------------------ Net sales were approximately the same for both periods. The gross profit margin increased to 14.7% from 12.4% due mainly to startup costs at the Kent facility in 1995. Selling, general and administrative expenses were 8.7% of net sales for both periods. Interest expense decreased due to lower borrowings. 9 10 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 December 31, 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: February 13, 1997 10