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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
Commission file number 0-15464
RADVA CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0715892
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Drawer 2900 First Street Station
Radford, Virginia 24143
(540) 639-2458
---------------------------------
Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (par. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registration is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes No X
--- ---
Aggregate market value of voting stock held by non-affiliates of the registrant
as of March 7, 2003 (see ITEM 5 for explanation of calculation): $ 385,210
Number of shares of common stock outstanding as of March 7, 2003: 3,987,987
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference to the registrant's proxy
statement for its annual meeting of stockholders scheduled for April 23, 2003.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
RADVA Corporation (the "Company") was organized in 1962 as a Virginia
corporation to engage in the production of molded and fabricated products from
expandable polystyrene. Historically, the Company has specialized in the
production of customized expanded polystyrene packaging materials used to
protect products during shipment; however, the Company developed a composite
building panel produced from expanded polystyrene and steel which it sold under
the trademark THERMASTRUCTURE. During 1998, the Company sold 95% of its assets
and interest in the composite building panel system. These assets were then
transferred to a newly organized company, ThermaSteel Corporation, which
continues to market the system worldwide. During 2002, the Company reacquired an
additional 5% interest in Thermasteel Corporation, bringing its interest in
Thermasteel Corporation to 10%. The Company also has a subsidiary, Triter
Corporation, which was formed for the purpose of making the triterine referenced
to in the Annual Report letter.
PROTECTIVE PACKAGING PRODUCTS
RADVA is an industry leader in the design and manufacture of shape molded and
fabricated foam products for material handling, protective packaging, specialty
designs, point of purchase displays, insulated shipping containers, and a
variety of other needs. RADVA products are used in businesses as varied as
consumer electronics, seafood, and furniture.
RADVA's shape molded product line includes a variety of flexible and rigid,
molded and fabricated items from foam resins. RADVA products are offered as
custom-fabricated solutions to customer needs, and as standard shapes and
containers. All products share the same high quality of manufacture.
More than 400 customers, including many Fortune 500 firms, count on RADVA
solutions to help them meet their own customer's needs in a quick,
cost-effective manner.
When RADVA was incorporated in 1962, its primary production material was
expanded polystyrene (EPS). EPS remains a significant base material because of
its low cost and relatively low environmental impact. However, RADVA products
also use a variety of other materials, depending upon the customer's need.
Common materials include ARCEL(R), GECET(R), R-MER(R), EPP and EPE, PE and PU
and thermoformed PVC and styrene.
RADVA is headquartered in Radford, Virginia, and has manufacturing facilities in
Radford and Portsmouth, Virginia. These locations are within a day's drive of 75
percent of the U.S. market. Each facility includes more than 75,000 square feet
of manufacturing and warehouse space with additional off-site warehousing. More
than 35 molding presses, including new, highly efficient Kurtz & Hirsch machines
enable RADVA to meet strict customer requirements quickly and with consistent
high quality. Complete prototype and drop testing capabilities, a tool and die
shop, and very strong supplier relationships enable the firm to develop
creative, cost-effective solutions for customers.
RADVA employs approximately 100 people, and serves as one of the country's
largest three mid-Atlantic EPS recycling drop-off facilities.
2
RAW MATERIALS AND SUPPLIERS
The principal raw material used by the Company in the production of protective
packaging products is expandable polystyrene resin. This material may be
obtained from several major suppliers. In addition, the Company uses several
copolymer resins in the manufacture of engineered expanded foam protective
packaging. Although the copolymer resins currently used by the Company are only
available from one supplier, similar copolymer resins may be obtained from other
suppliers.
PATENTS AND TRADEMARKS
The Company holds a patent for a new construction material which the Company
plans to market in the future. The Company pursues a policy of filing for
patents on any product development that it considers to be significant.
SEASONALITY
The Company ordinarily experiences a reduction in the manufacture and sale of
protective packaging products during the winter months after filling holiday
season orders. The demand for building products is affected by the level of
activity in the construction industry and housing market and can be expected to
decrease during the fall and winter seasons when there has historically been a
decrease in construction activity and housing sales.
CUSTOMERS
The Company's protective packaging business has a broad base of customers;
however, one customer accounted for approximately 37.0% of protective packaging
revenues in 2002.
BACKLOG
The Company had approximately $1,055,000 in backlog orders for protective
packaging products as of December 31, 2002, compared to backlog orders of
approximately $1,160,000 as of December 31, 2001. Although the Company believes
that such backlog orders are firm, the purchase orders for protective packaging
products generally may be canceled without cause by the customer. The Company
expects to fill all of these orders during 2003.
COMPETITION
The protective packaging business is highly competitive, and some of the
Company's competitors are large and have greater financial and other resources
than the Company. The Company's competition in protective packaging products is
primarily from four local and regional manufacturers with plants within or close
to the Company's market area. The principal elements of competition in the sale
of protective packaging products are price and the ability to service customers.
The Company believes that its technical design facility gives it an advantage
over competitors within its market area.
RESEARCH AND DEVELOPMENT
The Company maintains a laboratory and testing facility within its manufacturing
plant in Radford, Virginia. The laboratory and testing facilities, which consist
of 2,000 square feet is used for product testing, development of new products,
and quality control evaluations.
3
REGULATION
The Company is subject to state and federal laws and regulations affecting its
business, including those promulgated under the Occupational Safety and Health
Act ("OSHA") and by the Environmental Protection Agency. The Company's
manufacturing facilities are subject to compliance with comprehensive OSHA
standards. The Company believes that its manufacturing facilities and processes
are currently in compliance with OSHA and does not anticipate capital
expenditures for environmental control facilities or for compliance with OSHA
standards during 2003. The Company does not believe that its compliance with
federal and state environmental regulations has had or will have a material
effect on its capital expenditures, earnings, or competitive position.
EMPLOYEES
The Company employs approximately 100 persons. None of the Company's employees
is represented by a labor union, and the Company believes that its employee
relations are good.
EXECUTIVE OFFICERS
The following table identifies and sets forth certain information about the
executive officers of the Company
NAME AGE POSITION AND YEAR OF ELECTION
---- --- -----------------------------
Luther I. Dickens 70 Chief Executive Officer (1998)
Stephen L. Dickens 45 President and Chief Operations Officer (1998)
William F. Fry 63 Chief Financial Officer (1989)
Michael R. Samples 50 Vice President, Manufacturing (1999)
ITEM 2. PROPERTIES
REAL ESTATE
The real estate owned or leased by the Company and used in the Company's primary
business operations is described below.
(1) The Company owns approximately 10 acres of land in Radford, Virginia, and a
71,000 square foot building located on the Radford property. The building
includes approximately 5,000 square feet of office space and approximately
66,000 square feet of manufacturing space. The Radford property is subject
to deeds of trust which had outstanding balances as of December 31, 2002
aggregating approximately $3,281,323.
(2) The Company owns approximately 7 acres of land in Portsmouth, Virginia, and
a 74,000 square foot building located on the Portsmouth property. The
building includes approximately 2,000 square feet of office space and
approximately 42,000 square feet of manufacturing space. The Portsmouth
property is subject to the same deed of trust referred to in (1) above
which had an outstanding balance as of December 31, 2002 of approximately
$3,281,323.
4
(3) The Company rents approximately 6,000 square feet of office space in
Radford, Virginia, under a lease which requires monthly rental payments of
$3,700. The property is rented to the Company by a partnership in which Mr.
Dickens has an interest.
PERSONAL PROPERTY AND EQUIPMENT
The personal property and equipment at the main Radford plant and the Portsmouth
plant consist principally of machinery and equipment used to produce expanded
polystyrene products.
The Company owns 2 trucks and 14 trailers and leases 2 tractors which are used
to ship products to customers. The Company owns 1 van and 7 cars which it uses
principally for sales and sales service functions. The Company believes that its
present equipment is adequate, well maintained, and in good operating condition.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
STOCK INFORMATION
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET AND PRICE INFORMATION
The Company's common stock, par value $.01 per share (the "Common Stock"), has
been traded in the over-the-counter market since June 1986. The following table
provides the high and low bid quotations with respect to shares of the Common
Stock for the periods indicated as reported by the Dow Jones Historical Stock
Quote Reporter Service.
2002 2001 2000
---- ---- ----
High Low High Low High Low
---- --- ---- --- ---- ---
First
Quarter .30 .20 7/32 13/64 17/32 3/8
Second
Quarter .30 .22 19/64 11/64 15/32 1/4
Third
Quarter .35 .20 21/64 17/64 7/16 3/16
Fourth
Quarter .22 .15 17/64 9/64 5/8 3/16
5
The foregoing quotations of high and low bid prices represent prices between
dealers and do not include retail mark-up, mark-down, or commissions. They do
not necessarily represent actual transactions. There was no established public
trading market for the Common Stock before June 1986.
The aggregate market value of the voting stock held by non-affiliates of the
Company as of March 7, 2003 shown on the facing page of this report was
calculated as follows: the number of shares beneficially owned by the officers
and directors of the Company as a group as of March 7, 2003 was subtracted from
3,987,987, the total number of shares outstanding on that date, and the
resulting figure was multiplied by $.22, the average of the bid and asked prices
of the Company's stock in the over-the-counter market on March 7, 2003. The
foregoing calculation should not be deemed an admission that any of the officers
or directors of the Company is an "affiliate" of the Company.
NUMBER OF STOCKHOLDERS
As of March 7, 2003 there were 272 record holders of the Common Stock.
DIVIDENDS
The Company has not declared cash dividends on the Common Stock during its three
most recent fiscal years. The declaration and payment of dividends is entirely
within the discretion of the Board of Directors of the Company and will depend
upon the earnings, capital requirements, and financial condition of the Company.
The Company anticipates that it will retain earnings for the next several years
to finance the development of its business.
ITEM 6. SELECTED FINANCIAL DATA
SELECTED STATEMENTS OF
INCOME (LOSS) DATA: Years Ended December 31,
---------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(Dollar amounts in thousands except per share data)
Net Revenues $ 9,352 $ 9,629 $ 10,077 $ 10,186 $ 13,173
Income (loss) before
income taxes or
extraordinary items 126 (68) (1,076) 276 1,517
Net income (loss) 126 277 (1,076) 276 1,517
Net income (loss) per
common share .03 .07 (.27) .07 .37
SELECTED BALANCE
SHEET DATA: Years Ended December 31,
---------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(Dollar amounts in thousands)
Working capital $ 266 $ 158 $ (800) $ 974 $ 1,051
Net property, plant,
and equipment 3,765 4,242 4,844 4,945 4,443
Total assets 10,572 10,562 11,486 11,963 11,890
Long-term debt (including
current maturities) 3,292 3,458 4,202 4,738 4,583
Stockholders' equity 4,725 4,611 4,076 5,177 4,886
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATION
The following table sets forth the percentage relationship that certain items in
the statements of operations bear to the net revenues of the Company for each
year during the five-year period ended December 31, 2002.
Year Ended December 31
----------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Manufacturing net revenues 100.0% 100.0% 100.0% 100.0% 90.1%
Licensing & related
machinery sales 0.0% 0.0% 0.0% 0.0% 9.9%
----- ----- ----- ----- -----
Net revenues 100.0% 100.0% 100.0% 100.0% 100.0%
----- ----- ----- ----- -----
Cost and expense:
Cost of sales 72.0% 75.5% 86.4% 74.8% 66.3%
Shipping and sales 10.4% 8.7% 9.2% 7.4% 6.8%
General and administrative 13.8% 13.4% 12.8% 12.6% 12.1%
Research and development 1.2% 1.1% 0.0% 0.0% 0.2%
----- ----- ----- ----- -----
97.4% 98.7% 108.4% 94.8% 85.4%
----- ----- ----- ----- -----
Operating income (loss) 2.6% 1.3% (8.4%) 5.2% 14.6%
----- ----- ----- ----- -----
Other income (deductions)
Interest expense (4.0%) (4.9%) (5.2%) (4.5%) (3.6%)
Interest income 1.4% 1.9% 2.2% 1.7% 0.3%
Other 1.2% 0.4% 0.3% 0.1% 0.0%
----- ----- ----- ----- -----
(1.4%) (2.6%) (2.7%) (2.7%) (3.3%)
----- ----- ----- ----- -----
Income (loss) before income
taxes, extraordinary gain,
and minority interest in subsidiary 1.3% (.7%) (10.7%) 2.7% 11.5%
Income tax expense 0.0% 0.0% 0.0% 0.0% 0.0%
Extraordinary gain 0.0% 3.6% 0.0% 0.0% 0.0%
----- ----- ----- ----- -----
Net income (loss) 1.3% 2.9% (10.7%) 2.7% 11.5%
----- ----- ----- ----- -----
7
2002 COMPARED TO 2001
Although net income in 2001, aided by an extraordinary gain of $345,000, was
higher than 2002 by $151,000, the Company's operating income doubled in 2002,
from $124,000 in 2001 to $246,000 in 2002. This increase in operating income was
achieved in spite of a decrease in sales of $278,000. Other income increased due
to the Company having provided $100,000 in managerial services to Thermasteel
Corporation in which the Company has a ten percent ownership interest.
Cost of sales, as a percentage of manufacturing revenues, decreased 3.5%, from
75.5% in 2001 to 72.0% in 2002. The most significant factor contributing to this
decrease in cost percentage was a reduction of the cost of gas and oil of
$309,000.
Shipping and selling expenses, as a percentage of manufacturing revenues,
increased 1.7%, from 8.7% in 2001 to 10.4% in 2002. Freight costs were greater
in 2002 by $239,000 due to a change in some shipping terms from FOB shipping
point to FOB destination. Partly offsetting the increase in freight costs were
reductions in sales salaries and commissions at the Company's Portsmouth plant
of $40,000 and a reduction of driver and shipping labor at the Company's Radford
plant by $51,000.
General and administrative and research and development expenses were little
changed from 2001 to 2002. The research and development expenses are incurred in
the development of a new product, triterine, referenced in the Annual Report
letter which is unrelated to the Company's primary packaging business.
2001 COMPARED TO 2000
The Company's operating income was $124,000 in 2001 compared to an operating
loss of $852,000 in 2000. This dramatic improvement in operations was a result
of many factors and was achieved in spite of a $448,000 reduction in revenues
from $10,077,000 in 2000 to $9,629,000 in 2001. Before allocating interest or
corporate overhead cost, the Radford and Portsmouth plants increased operating
income by $623,000 and $598,000, respectively. This improvement in operating
income resulted from a combination of increased sales prices, sharply lower
costs for raw materials and increased labor efficiency.
Cost of sales, as a percent of manufacturing net revenues, decreased 10.9%, from
86.4% in 2000 to 75.5% in 2001. Among the many factors contributing to this
10.9% reduction in costs were lower raw material prices and increased labor
efficiencies partly offset by increased cost for oil and gas. Raw material costs
percentages decreased from 29.8% in 2000 to 21.9% in 2001 at the Company's
Radford plant and decreased from 43.3% in 2000 to 38.6% in 2001 at the Company's
Portsmouth plant. The higher material cost at the Portsmouth plant results from
the use of a different mix of resins. Labor percentages decreased from 28.0% in
2000 to 25.4% in 2001 at the Company's Radford plant and decreased from 22.5% in
2000 to 18.7% in 2001 at the Company's Portsmouth plant.
Shipping and selling expenses decreased by .5% and general and administrative
expenses increased by .6% in 2001 as compared to 2000. The Company spent
$103,000 on research and development in 2001 in efforts to prepare the Company's
patented new heat resistant building material, Triterine, for production and
marketing which is scheduled for 2002.
The Company negotiated a $400,000 reduction in the amount owed its bank as part
of a successful refinancing effort, resulting in a net extraordinary gain of
$345,000.
8
2000 COMPARED TO 1999
The Company incurred an operating loss in 2000 of $851,922 compared to operating
income of $528,294 in 1999. This reduction in operating income was a result of a
margin squeeze resulting from competitive pressures and rapidly rising
manufacturing costs.
The cost of expandable polystyrene (EPS) has cycles of ups and downs, but there
was an unusually fast rise in EPS cost during the first half of year 2000.
Interest and depreciation cost increased, partly as a result of our having
expanded capacity in 1999 to accommodate anticipated growth. Also, labor rates
increased due to a shortage of workers and the price of natural gas, which is
one of our major manufacturing cost, escalated rapidly.
Cost of sales and shipping and selling expenses increased, as a percentage of
manufacturing net revenues, by 11.6% and 1.8%, respectively. These increases
were primarily a result of the margin squeeze discussed above.
IMPACT OF INFLATION
The Company's standard purchase order form allows it to increase the price of
its protective packaging products on 30 days' notice and, therefore, to pass on
increases in the cost of raw materials. A significant increase in the rate of
inflation and a concomitant increase in interest rates could adversely affect
the Company since a large portion of the Company's indebtedness is linked to the
prime interest rate.
LIQUIDITY AND CAPITAL RESOURCES
A major refinancing of the Company was accomplished in 2001 which resulted in
longer amortization of the Company's long-term debt. Working capital increased
from $158,000 at December 31, 2001 to $266,000 at December 31, 2002. The Company
had $65,000 available on its line of credit at year-end.
9
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page
----
Independent Auditors' Reports....................................... 11
Balance Sheets as of December 31, 2002 and 2001..................... 12-13
Statements of Operations for the Years Ended
December 31, 2002, 2001, and 2000................................ 14
Statements of Stockholders' Equity for the Years
Ended December 31, 2002, 2001, and 2000.......................... 15
Statements of Cash Flows for the Years
Ended December 31, 2002, 2001, and 2000.......................... 16-17
Notes to Financial Statements as of December 31,
2002, 2001, and 2000............................................. 18-27
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedule V - Property, Plant and Equipment......................... 28
Schedule VI - Accumulated Depreciation and
Amortization of Property, Plant, and Equipment................... 29
Schedule VIII - Valuation and Qualifying Accounts................... 30
10
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Stockholders
RADVA Corporation
We have audited the consolidated financial statements and the consolidated
financial statement schedules of RADVA Corporation and subsidiary as of and for
the years ended December 31, 2002 and 2001 as listed in the accompanying index.
These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of RADVA Corporation
and subsidiary as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the 2002 and 2001 financial statement schedules
referred to above, when considered in relation to the basic financial statements
taken as a whole, present fairly, in all material respects, the information
required to be included therein.
Galax, Virginia
January 22, 2003
11
RADVA CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
2002 2001
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents (Notes 2 and 3) $ 108,306 $ 69,685
----------- -----------
Accounts and notes receivable (Notes 7 and 8) 1,580,729 1,468,477
Receivable - other (Notes 3) 171,610 83,398
Less allowance for doubtful accounts 57,159 80,678
----------- -----------
Net receivables 1,695,180 1,471,197
----------- -----------
Inventories (Notes 7 and 8):
Finished goods 781,601 794,914
Work-in-process -- 5,210
Raw materials and supplies 259,482 254,876
----------- -----------
Total inventories 1,041,083 1,055,000
----------- -----------
Prepaid expenses 77,562 154,240
----------- -----------
Total current assets 2,922,131 2,750,122
----------- -----------
Property, plant and equipment, at cost (Notes 5, 7 and 8) 9,404,006 9,289,112
Less accumulated depreciation and amortization 5,639,458 5,047,304
----------- -----------
Net property, plant and equipment 3,764,548 4,241,808
----------- -----------
Other assets, at cost, less accumulated amortization:
Investment in Thermasteel (Note 21) 558,065 261,925
Trademark, marketing and manufacturing rights 395,013 422,841
Note receivable - long-term 2,550,614 2,476,016
Other (Note 16) 381,201 409,173
----------- -----------
3,884,893 3,569,955
----------- -----------
$10,571,572 $10,561,885
=========== ===========
continued
12
RADVA CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
2002 2001
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt (Notes 3 and 8) $ 164,559 $ 152,662
Notes payable (Notes 7 and 11):
Line of credit 1,434,635 1,178,860
Related parties 40,000 --
Accounts payable 852,602 1,067,750
Accrued expenses (Note 6) 164,360 192,817
------------ ------------
Total current liabilities 2,656,156 2,592,089
------------ ------------
Long-term liabilities:
Long-term debt, excluding current installments
(Notes 3 and 8) 3,127,367 3,301,082
Accrued expenses (Note 6) 63,055 57,672
------------ ------------
Total long-term liabilities 3,190,422 3,358,754
------------ ------------
Total liabilities 5,846,578 5,950,843
------------ ------------
Commitments, contingencies and other matters
(Notes 8, 12, 16 and 17)
Stockholders' equity:
Preferred stock, 8% cumulative convertible, par value $.01
per share ($300,000 aggregate liquidation preference);
authorized 1,000,000 shares; issued and outstanding 600,000
shares in 2002 and 2001 6,000 6,000
Common stock, par value $.01 per share; authorized
10,000,000 shares; issued and outstanding 3,987,987 and 3,987,987
shares in 2002 and 2001 39,880 39,880
Additional paid-in capital 4,735,305 4,735,305
Retained earnings (deficit) (56,191) (170,143)
------------ ------------
Total stockholders' equity 4,724,994 4,611,042
------------ ------------
$ 10,571,572 $ 10,561,885
============ ============
See notes to consolidated financial statements.
13
RADVA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
------------ ------------ ------------
Net revenues:
Manufacturing net revenues $ 9,351,621 $ 9,629,272 $ 10,076,832
------------ ------------ ------------
Costs and expenses:
Cost of sales 6,732,897 7,269,170 8,705,360
Shipping and selling expenses 975,188 838,274 930,941
General and administrative expenses 1,287,950 1,294,145 1,292,453
Research and development expenses (Note 14) 109,394 103,309 --
------------ ------------ ------------
9,105,429 9,504,898 10,928,754
------------ ------------ ------------
Operating income (loss) 246,192 124,374 (851,922)
------------ ------------ ------------
Other income (expense):
Interest expense (375,770) (468,804) (529,135)
Interest income 130,401 185,138 226,175
Other 112,656 37,291 26,743
------------ ------------ ------------
(132,713) (246,375) (276,217)
------------ ------------ ------------
113,479 (122,001) (1,128,139)
------------ ------------ ------------
Gain (loss) on sale of assets:
Equipment 1,000 6,149 (2,000)
Real estate 11,739 47,761 54,227
------------ ------------ ------------
12,739 53,910 52,227
------------ ------------ ------------
Income (loss) before income taxes and extraordinary item 126,218 (68,091) (1,075,912)
Provision for income taxes (Note 9) -- -- --
------------ ------------ ------------
Net income (loss) before extraordinary item 126,218 (68,091) (1,075,912)
Extraordinary item (Note 15):
Gain on early extinguishment of debt (less income tax benefit of $-0-) -- 345,283 --
------------ ------------ ------------
Net income (loss) $ 126,218 $ 277,192 $ 1,075,912)
============ ============ ============
Income per common share (Note 18): Basic earnings per share:
Income (loss) before extraordinary item $ .03 $ (.02) $ (.27)
============ ============ ============
Extraordinary item $ -- $ .09 $ --
============ ============ ============
Net income (loss) $ .03 $ .07 $ (.27)
============ ============ ============
Diluted earnings per share:
Income (loss) before extraordinary item $ .03 $ (.02) $ (.27)
============ ============ ============
Extraordinary item $ -- $ .08 $ --
============ ============ ============
Net income (loss) $ .03 $ .06 $ (.27)
============ ============ ============
Weighted average number of shares outstanding:
Basic 3,987,987 3,987,987 4,005,360
Diluted 4,587,987 4,187,987 4,005,360
See notes to consolidated financial statements.
14
RADVA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
ADDITIONAL RETAINED TOTAL
PREFERRED COMMON PAID-IN EARNINGS STOCKHOLDERS'
STOCK STOCK CAPITAL (DEFICIT) EQUITY
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1999 $ -- $ 40,473 $ 4,508,141 $ 628,577 $ 5,177,191
Treasury stock -- (593) (24,635) -- (25,228)
Net loss -- -- -- (1,075,912) (1,075,912)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 2000 -- 39,880 4,483,506 (447,335) 4,076,051
Issued stock 6,000 -- 251,799 -- 257,799
Net income -- -- -- 277,192 277,192
----------- ----------- ----------- ----------- -----------
Balance at December 31, 2001 6,000 39,880 4,735,305 (170,143) 4,611,042
Net income -- -- -- 126,218 126,218
Dividends paid -- -- -- (12,266) (12,266)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 2002 $ 6,000 $ 39,880 $ 4,735,305 $ (56,191) $ 4,724,994
=========== =========== =========== =========== ===========
See notes to consolidated financial statements.
15
RADVA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
----------- ----------- -----------
Cash flows from operating activities:
Net income (loss) $ 126,218 $ 277,192 $(1,075,912)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 592,154 654,850 670,003
Amortization 55,267 50,693 46,875
Allowance for doubtful accounts (23,519) (2,896) (42,358)
Gain on sale of assets (12,739) (53,910) (52,227)
Changes in assets and liabilities:
Decrease (increase) in accounts and notes receivable (408,392) 607,849 568,651
Decrease (increase) in receivable - other (88,212) 150,498 (11,384)
Decrease (increase) in inventories 13,917 (191,276) (44,273)
Decrease (increase) in prepaid expenses 76,678 (54,063) (52,066)
Decrease in other current assets -- -- 40,784
Increase in note receivable - noncurrent (74,598) (43,667) (98,059)
Decrease (increase) in other assets 533 (136,742) (63,192)
Increase (decrease) in accounts payable (215,148) (547,606) 717,051
Increase (decrease) in accrued expenses (23,074) (31,564) 11,029
----------- ----------- -----------
Net cash provided by operating activities 19,085 679,358 614,922
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sale of assets 58,739 83,473 69,776
Capital expenditures on equipment (160,894) (81,810) (586,510)
----------- ----------- -----------
Net cash provided by (used in) investing activities (102,155) 1,663 (516,734)
----------- ----------- -----------
Cash flows from financing activities:
Net proceeds (payments) on notes payable 295,775 (132,257) 432,913
Proceeds from issuance of long-term debt -- 3,450,000 170,990
Principal payments on long-term debt (161,818) (4,197,926) (707,627)
Issuance of Series A 8.00% preferred stock -- 257,799 --
Preferred dividend paid (12,266) -- --
Purchase of Treasury stock -- -- (25,228)
----------- ----------- -----------
Net cash provided by (used in) financing activities 121,691 (622,384) (128,952)
----------- ----------- -----------
Net increase (decrease) in cash 38,621 58,637 (30,764)
Cash and cash equivalents at beginning of year 69,685 11,048 41,812
----------- ----------- -----------
Cash and cash equivalents at end of year $ 108,306 $ 69,685 $ 11,048
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 392,646 $ 454,814 $ 525,600
=========== =========== ===========
Cash paid during the year for income taxes $ 1,500 $ -- $ 8,370
=========== =========== ===========
continued
16
RADVA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
Supplemental disclosure of noncash investing activities:
During 2002 Radva acquired an additional 5% interest in Thermasteel Corporation
by forgiveness of a certain portion of debt receivable from Thermasteel which
resulted in a transfer of the following assets:
Assets transferred:
Notes receivable $ 296,140
Investment retained (5%) $(296,140)
---------
$ -
=========
See notes to consolidated financial statements.
17
RADVA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
OPERATIONS
RADVA Corporation and subsidiary (the Company) are custom designers of material
handling solutions and manufacturers of protective packaging materials and
containers. The Company operates facilities in Radford and Portsmouth, Virginia.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its subsidiary, Triter Corporation. There were no inter-company transactions for
the years presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist primarily of demand deposits. For purposes of
the statements of cash flows, the Company considers all highly liquid
investments with an original maturity of less than three months to be cash
equivalents. The Company includes cash meeting this criteria whose use is
limited by restrictions contained in loan covenants.
ACCOUNTS RECEIVABLE
Accounts receivable are stated at cost less allowance for doubtful accounts. The
allowance for doubtful accounts is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost of raw materials,
supplies, work-in process and finished goods is determined by the first-in,
first-out method.
INVESTMENT IN THERMASTEEL CORP.
As part of transferring certain assets and liabilities to Thermasteel Corp.,
Radva retained a 10% ownership interest. Company accounts for this investment on
the cost basis.
OTHER ASSETS
Included in other assets are patents, loan costs and marketing and manufacturing
rights, which are amortized over their respective estimated lives, and trademark
rights, which are amortized over 12 years. Accumulated amortization was
$1,488,596 and $1,433,329 as of December 31, 2002 and 2001, respectively.
18
PROPERTY, PLANT AND EQUIPMENT
Depreciation of plant and equipment is provided on the straight-line basis over
the estimated useful lives of the respective assets as follows:
Buildings and improvements 5 to 30 years
Machinery and equipment 5 to 15 years
Automotive equipment 3 to 5 years
Office equipment 3 to 10 years
Leasehold improvements are amortized on a straight-line basis over the terms of
the respective leases.
Additions to property, plant and equipment are recorded at cost. All
expenditures for repairs, renewals and replacements which do not materially
extend the useful life of the property are charged to expense. Other
improvements and betterments are capitalized. With respect to dispositions, the
asset and accumulated depreciation accounts are relieved of cost and accumulated
depreciation with any resulting gain or loss credited or charged to earnings.
REVENUE RECOGNITION
Net revenues represent sales of protective packaging materials and containers.
Revenues from sales are recognized upon completion of the transaction.
ADVERTISING
Advertising costs are expensed as incurred and included in shipping and selling
expenses. Advertising expense amounted to $12,128, $6,801, and $24,077 for the
years ended December 31, 2002, 2001, and 2000, respectively.
INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
Investment tax credits are accounted for by the flow-through method whereby they
reduce income taxes currently payable and the provision for income taxes in the
period the assets giving rise to such credits are placed in service. To the
extent such credits are not currently utilized on the Company's tax return,
deferred tax assets, subject to considerations about the need for a valuation
allowance, are recognized for the carryforward amount.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," requires disclosure about the fair value of
certain instruments. Cash, receivables, accounts payable and accrued liabilities
are reflected in the financial instruments at fair value because of the
short-term maturity of these instruments. The estimated fair values of the
company's financial instruments are disclosed in Note 3.
19
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could vary from the estimates that
were used.
RECLASSIFICATION
Certain reclassifications have been made to prior years' financial statements to
place them on a comparable basis with the current year.
NOTE 2. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of the following:
2002 2001 2000
--------- ------- -------
Petty cash and non-interest bearing accounts $ 108,306 $69,685 $11,048
========= ======= =======
NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
CASH AND CASH EQUIVALENTS:
The carrying amount approximates fair value because of the short maturity of
those instruments.
RECEIVABLE - OTHER:
The carrying amount is a reasonable estimate of fair value since entire amount
is due within one year.
LONG-TERM DEBT:
The fair value of the Company's long-term debt is estimated based on the quoted
market prices for the same or similar issues or on the current rates offered to
the Company for debt of the same remaining maturities with similar collateral
requirements.
The estimated fair values of the Company's financial instruments as of December
31, 2002 are as follows:
2002
----------------------------------------
Carrying Amount Fair Value
--------------- ----------
Cash and cash equivalents $ 108,306 $ 108,306
Receivable - other 171,610 171,610
Notes payable 1,474,635 1,474,635
Long-term debt 3,291,926 3,741,558
20
NOTE 4. RECEIVABLES
Information about impaired receivables as of and for the years ended December
31, 2002 and 2001 is as follows:
2002 2001
-------- ---------
Receivables for which there is a related
allowance for bad debts $ - $ 48,000
Receivables for which there is no related
allowance for bad debts - -
-------- ---------
Total impaired receivables $ - $ 48,000
======== =========
Related allowance for possible bad debts $ - $ 36,000
======== =========
Average balance (based on beginning and
ending of year) $ 24,000 $ 48,000
======== =========
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows:
2002 2001
----------- -----------
Land and improvements $ 169,565 $ 211,188
Buildings and improvements 3,119,718 3,085,539
Machinery and equipment 5,425,780 5,308,443
Transportation equipment 372,129 372,129
Office equipment 316,814 311,813
----------- -----------
$ 9,404,006 $ 9,289,112
=========== ===========
NOTE 6. ACCRUED EXPENSES
Current accrued expenses are composed of the following:
2002 2001
--------- ---------
Payroll and employee benefits $ 111,161 $ 135,808
Commissions 7,013 12,203
Interest 1,965 18,841
Customer deposits 794 794
Other 43,427 25,171
--------- ---------
$ 164,360 $ 192,817
========= =========
Long-term accrued expenses are composed of the following:
Commissions $ 63,055 $ 57,672
========= =========
21
NOTE 7. NOTES PAYABLE
A summary of notes payable follows:
2002 2001
----------- -----------
Related parties, interest at 8%, unsecured (Note 11) $ 40,000 $ -
Line of credit with commercial lender, $1,500,000 limit, interest at
prime plus 2.25%, secured by all of
the Company's assets 1,434,635 1,178,860
----------- -----------
$ 1,474,635 $ 1,178,860
=========== ===========
NOTE 8. LONG-TERM DEBT
A summary of long-term debt follows:
2002 2001
----------- -----------
Installment note payable to bank, due in variable monthly installments,
including interest at prime plus 2.25% (6.50% at
December 31, 2002); collateralized by all of the Company's assets. $ 1,954,522 $ 1,996,433
Installment note payable to bank, due in variable monthly installments
including interest at prime plus 2.25% (6.50% at
December 31, 2002); collateralized by all of the Company's assets. 1,326,801 1,441,651
Installment note payable to bank, due in monthly installments of
$527, including interest at 9.5%; collateralized by equipment. 10,603 15,660
----------- -----------
Total long-term debt 3,291,926 3,453,744
Less current installments of long-term debt 164,559 152,662
----------- -----------
Long-term debt, excluding current installments $ 3,127,367 $ 3,301,082
=========== ===========
Substantially all real property, equipment, accounts receivable and inventory
are pledged as collateral on various debt instruments.
The aggregate principal maturities of long-term debt during each of the five
years subsequent to December 31, 2001 follows:
Years Ended December 31,
2003 $ 164,559
2004 174,696
2005 181,013
2006 193,136
2007 206,070
Thereafter 2,372,452
-----------
$ 3,291,926
===========
22
NOTE 9. INCOME TAX MATTERS
Net deferred tax assets and liabilities consist of the following components as
of December 31, 2002 and 2001:
2002 2001
--------- ---------
Deferred tax assets:
Bad debt allowance $ 21,720 $ 30,658
Accrued expenses 25,097 25,857
Bonuses 9,042 3,792
Inventory allowance 16,536 16,226
Loss carryforward 661,707 765,828
Minimum tax credit carryforward 34,133 32,655
--------- ---------
768,235 875,016
Less valuation allowance 504,230 589,188
--------- ---------
$ 264,005 $ 285,828
========= =========
Deferred tax liabilities:
Property and equipment $ 264,005 $ 285,828
========= =========
$ - $ -
========= =========
As noted, the deferred tax assets equal the deferred tax liabilities resulting
in no effect on the income statement or stockholders' equity for the year.
The income tax provision differs from the amount of income tax determined by
applying the U.S. Federal income tax rate to pretax income for the years ended
December 31, 2002, 2001 and 2000 due to the following:
2002 2001 2000
-------- --------- -----
Computed "expected" tax benefit $ 32,475 $ 91,355 $ -
Non-deductible expenses 22,134 22,882 150
State income taxes, net of federal income tax benefit 7,245 13,305
Benefit of operating loss carryforward (61,854) (127,542) (150)
-------- --------- -----
$ - $ - $ -
======== ========= =====
NOTE 10. RETIREMENT PLANS
The Company has a profit sharing plan (the Plan) which covers all full-time
officers and employees who have at least one year of service and attained the
age of 21. Contributions to its profit sharing plan are at Company's discretion.
The Plan is a qualified plan under applicable sections of the Internal Revenue
Code. Profit sharing expense for the period ended December 31, 2002, 2001 and
2000 was $ -0-.
The Company adopted a 401K retirement plan during 1998 which covers all
full-time officers and employees who have at least one year of service and
attained the age of 21. Contributions to the plan are made at a rate of 25% of
each employee's contribution up to a maximum of 4% of each employee's earnings
for the year. The plan is a qualified plan under applicable sections of the
Internal Revenue Code. Company contributions for the year ended December 31,
2002 and 2001 were $13,948 and $14,332, respectively.
23
NOTE 11. RELATED PARTY TRANSACTIONS
The Company rents office space from Chuckatuck, a partnership in which the
Company's Chief Executive Officer is a partner. The lease is for a five-year
period which ends December 31, 2003. The present lease payment is $3,700 per
month and the minimum lease obligation for 2003 is $44,400.
The Company's Chief Executive Officer is personally guaranteeing the notes
payable of the company.
On June 18, 2002, the Company issued a note to a stockholder for $25,000. The
note payable is unsecured, bearing interest at 8% annually and is due on demand.
As of December 31, 2002, the balance on this note is $25,000 and $1,073 interest
has accrued on this note. See Note 7.
On June 18, 2002, the Company issued a note to a stockholder for $25,000. The
note payable is unsecured, bearing interest at 8% annually and is due on demand.
As of December 31, 2002, the balance on this note is $15,000 and $892 interest
has accrued on this note. See Note 7.
NOTE 12. OPERATING LEASES
The Company leases certain of its manufacturing and office facilities and
equipment. Rental expense for the years ended December 31, 2002, 2001 and 2000
was $142,476, $123,719, and $155,698, respectively. All leases have expired;
however, the Company continues to lease these facilities under the previous
lease schedules.
NOTE 13. MAJOR CUSTOMER AND SUPPLIER
The percentage of net revenue attributable to the Company's major customers
(exceeding 10% of total revenues) is 37.0% for 2002, 34.1% for 2001, and 31.8%
for 2000.
The percentage of cost of sales attributable to the Company's major suppliers
(exceeding 10% of total cost of sales) is 30.2% for 2002, 34.7% for 2001, and
31.1% for 2000.
NOTE 14. RESEARCH AND DEVELOPMENT
The Company has incurred costs in developing a patented structural material
called Triterine. The Company intends to market this to construction companies
as a load-bearing wall, as roofing material and as flooring material.
NOTE 15. EXTRAORDINARY ITEM
During the year ended December 31, 2001, the Company extinguished debt with a
bank. As part of extinguishing this debt the Company negotiated a reduction in
the amount owed by $400,000. This resulted in a gain to the Company. The gain is
reflected in the income statement net of related cost.
The Company obtained funds to extinguish this debt by issuing preferred stock
and obtaining additional financing from another commercial lender.
24
NOTE 16. OTHER ASSETS - OTHER
Other assets - other consist of the following:
2002 2001
-------- --------
Deposits $ 6,295 $ 15,600
Loan costs 145,865 151,159
Patent costs 69,569 66,760
Investment in Pereslav 55,000 55,000
Material rights 104,472 120,654
-------- --------
$381,201 $409,173
======== ========
NOTE 17. CONTINGENCIES
DEBT ASSUMPTION:
On April 1, 1997 Company reacquired certain real estate of Thermastructure, Ltd.
by assuming obligations owed to the Industrial Development Authority (IDA)
amounting to $775,818.
As of December 31, 2002 Company remains primarily liable on debt assumed as part
of transfer of certain real estate. Outstanding balance on this debt amounted to
$481,600 as of December 31, 2002.
NOTE 18. NET INCOME PER COMMON SHARE AND COMMON SHARE EQUIVALENT
Basic earnings per share excludes dilution and is computed by dividing net
income by the weighted-average number of common shares outstanding for the
period. Diluted earnings per share is computed by dividing net income by the sum
of the weighted-average number of common shares outstanding for the period and
the number of equivalent shares assumed outstanding under the Company's stock
option plans and convertible preferred stock outstanding.
Options held to purchase 400,000 common shares at $.81 were not dilutive and
were outstanding at December 31, 2002 and 2001. These shares are not included in
the diluted earnings per share calculation because the options' exercise price
was greater than the average market price of the common shares. Diluted earnings
per share was calculated as follows:
The Company has 600,000 shares of 8% cumulative convertible preferred stock
outstanding. The preferred stock is convertible into common stock based on its
liquidation amount ($.50 per share of $300,000) plus any accrued and unpaid
dividends (none as of 12/31/02). The conversion price for the common stock is
$0.50 per share which equates to 600,000 shares of common stock potentially
being issued.
2002 2001
---------- ----------
Net income (loss) to common stockholders $ 126,218 $ 277,192
========== ==========
Weighted average common shares outstanding 3,987,987 3,987,987
Share equivalents, due to stock options - -
Share equivalents, due to convertible preferred stock 600,000 200,000
---------- ----------
4,587,987 4,187,987
========== ==========
Net income per share-diluted $ .03 $ .06
========== ==========
25
NOTE 19. STOCK OPTION PLANS
The Company has two Stock Option Plans, the 1998 Stock Option Plan and the 1998
Non-employee Directors Stock Option Plan. Both Plans contained retroactive
effective dates of July 8, 1998 and September 28, 1998, respectively.
The Company's 1998 Stock Option Plan (the Plan) authorizes the granting of stock
options, up to a total of 375,000 shares of common stock, to any employee of the
Company. Under the Plan, the exercise price of each option equals fair market
value of the Company's stock on the grant date, and an option's maximum term is
ten years. If the employee is a 10% shareholder the exercise price of each
option shall not be less than 110% of the fair market value on the grant date,
and an option's maximum term is five years.
The Company's 1998 Non-employee Directors Stock Option Plan (the Plan)
authorizes the granting of stock options, up to a total of 125,000 shares of
common stock, to the directors of the Company who are not otherwise employees of
the Company or any Subsidiary and were not employees for a period of at least
one year before the date of grant of an option under the Plan. Under the Plan,
the exercise price of each option equals fair market value of the Company's
stock on grant date, and an option's maximum term is ten years.
A summary of the status of the Company's Stock Option Plans as of December 31,
2002, and the changes during the year is presented below:
FIXED OPTIONS SHARES WEIGHTED-AVERAGE EXERCISE PRICE
------------- ------ -------------------------------
January 1, 2002 400,000 $ .81
Granted - -
Exercised - -
Forfeited - -
-------
December 31, 2002 400,000 $ .81
=======
Exercisable at December 31, 2002 400,000 $ .81
Options available for grant at December 31, 2002 100,000 $ .81
The range of option prices for options outstanding as of December 31, 2002, was
$.81 with a weighted average remaining contractual life of approximately 6
years.
If the Company had used the fair value based method of accounting for its
Employee Stock Option Plan, as prescribed by Statements of Financial Accounting
Standards No. 123, compensation cost in net income for the year ended December
31, 2002 would have increased by $324,000, resulting in net loss of $(197,782)
net of tax. The basic and diluted earnings per share would have been $(.05) and
$(.04), respectively.
The fair value of each option grant of $.81 is estimated on the date of grant
using the exercise price since fair value could not be reasonably estimated at
grant date.
NOTE 20. STOCK REPURCHASE PLAN
Board of Directors has authorized the Company to repurchase up to 200,000 shares
of the Company's common stock. The Company has purchased 187,240 shares pursuant
to the Stock Repurchase Plan.
26
NOTE 21. INVESTMENT IN THERMASTEEL
During 1998, the Company acquired a 5% interest in Thermasteel Corporation. The
initial 5% interest and promissory notes from Thermasteel were received in
exchange for receivables, inventory, investments, fixed assets, licenses,
patents, and trademarks. The net investment in the 5% interest as a result of
this transaction was $261,925. During 2002, a portion of the promissory notes
from Thermasteel were forgiven in exchange for an additional 5% interest. This
transaction resulted in an increase in the investment in Thermasteel of
$296,140. The total investment in Thermasteel as of December 31, 2002 is
$558,065.
27
RADVA CORPORATION AND SUBSIDIARY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
OTHER
BALANCE CHANGES
AT ADD BALANCE
BEGINNING ADDITIONS (DEDUCT) AT YEAR
CLASSIFICATION OF YEAR AT COST RETIREMENTS (A) END
-------------- ----------- ----------- ----------- ----------- -----------
Year ended December 31, 2000:
Land and improvements $ 184,395 $ -- $ 12,549 $ -- $ 171,846
Buildings and improvements 3,111,953 8,567 -- -- 3,120,520
Machinery and equipment 5,213,965 544,854 -- -- 5,758,819
Transportation equipment 365,960 21,746 15,577 -- 372,129
Office equipment 289,826 11,343 -- -- 301,169
----------- ----------- ----------- ----------- -----------
$ 9,166,099 $ 586,510 $ 28,126 $ -- $ 9,724,483
=========== =========== =========== =========== ===========
Year ended December 31, 2001:
Land and improvements $ 171,846 $ 46,000 $ 6,658 $ -- $ 211,188
Buildings and improvements 3,120,520 10,333 45,314 -- 3,085,539
Machinery and equipment 5,758,819 14,833 -- (465,209) 5,308,443
Transportation equipment 372,129 -- -- -- 372,129
Office equipment 301,169 10,644 -- -- 311,813
----------- ----------- ----------- ----------- -----------
$ 9,724,483 $ 81,810 $ 51,972 $ (465,209) $ 9,289,112
=========== =========== =========== =========== ===========
Year ended December 31, 2002:
Land and improvements $ 211,188 $ 4,378 $ 46,000 $ -- $ 169,566
Buildings and improvements 3,085,539 34,179 -- -- 3,119,718
Machinery and equipment 5,308,443 117,337 -- -- 5,425,780
Transportation equipment 372,129 -- -- -- 372,129
Office equipment 311,813 5,000 -- -- 316,813
----------- ----------- ----------- ----------- -----------
$ 9,289,112 $ 160,894 $ 46,000 $ -- $ 9,404,006
=========== =========== =========== =========== ===========
(A) During 2001, the Company removed fully depreciated assets that were no
longer in service.
28
RADVA CORPORATION AND SUBSIDIARY
SCHEDULE VI - ACCUMULATED DEPRECIATION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
ADDITIONS OTHER
BALANCE CHARGED CHANGES
AT TO COST ADD BALANCE
BEGINNING AND (DEDUCT) AT END
CLASSIFICATION OF YEAR EXPENSES RETIREMENTS (A) OF YEAR
-------------- ----------- ----------- ----------- ----------- -----------
Year ended December 31, 2000:
Land and improvements $ 24,331 $ -- $ -- $ -- $ 24,331
Buildings and improvements 1,363,424 112,596 -- -- 1,476,020
Machinery and equipment 2,419,964 452,095 -- -- 2,872,059
Transportation equipment 216,242 71,282 10,577 -- 276,947
Office equipment 196,685 34,030 -- -- 230,715
----------- ----------- ----------- ----------- -----------
$ 4,220,646 $ 670,003 $ 10,577 $ -- $ 4,880,072
=========== =========== =========== =========== ===========
Year ended December 31, 2001:
Land and improvements $ 24,331 $ -- $ -- $ -- $ 24,331
Buildings and improvements 1,476,020 104,334 22,409 -- 1,557,945
Machinery and equipment 2,872,059 465,522 -- (465,209) 2,872,372
Transportation equipment 276,947 57,603 -- -- 334,550
Office equipment 230,715 27,391 -- -- 258,106
----------- ----------- ----------- ----------- -----------
$ 4,880,072 $ 654,850 $ 22,409 $ (465,209) $ 5,047,304
=========== =========== =========== =========== ===========
Year ended December 31, 2002:
Land and improvements $ 24,331 $ 86 $ -- $ -- $ 24,417
Buildings and improvements 1,557,945 101,310 -- -- 1,659,255
Machinery and equipment 2,872,372 440,405 -- -- 3,312,777
Transportation equipment 334,550 26,779 -- -- 361,329
Office equipment 258,106 23,574 -- -- 281,680
----------- ----------- ----------- ----------- -----------
$ 5,047,304 $ 592,154 $ -- $ -- $ 5,639,458
=========== =========== =========== =========== ===========
(A) During 2001, the Company removed fully depreciated assets that were no
longer in service.
29
RADVA CORPORATION AND SUBSIDIARY
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
ADDITIONS
BALANCE CHARGED CHARGED
AT TO TO BALANCE
BEGINNING COST AND OTHER AT END
DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS (A) OF YEAR
----------- -------- -------- ----------- -------------- --------
Year ended December 31, 2000:
Allowance for doubtful
accounts $125,932 $ 59,982 $ -- $102,340 $ 83,574
======== ======== =========== ======== ========
Year ended December 31, 2001:
Allowance for doubtful
accounts $ 83,574 $ 79,187 $ -- $ 82,083 $ 80,678
======== ======== =========== ======== ========
Year ended December 31, 2002:
Allowance for doubtful
accounts $ 80,678 $ 34,653 $ -- $ 58,172 $ 57,159
======== ======== =========== ======== ========
(A) Represents uncollectible amounts written off, net of recoveries.
30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information as to the Company's directors is incorporated by reference to
material contained under the heading "Election of Directors" in the Company's
proxy statement for its annual meeting of stockholders scheduled for April 23,
2003.
Information as to the Company's executive officers is set forth under the
heading "Executive Officers" in ITEM 1 of this report.
ITEM 11. EXECUTIVE COMPENSATION
Information as to executive compensation is incorporated by reference to
material contained under the headings "Cash Compensation" and "Compensation
Plans" in the Company's proxy statement for its annual meeting of stockholders
scheduled for April 23, 2003.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information as to the security ownership of certain beneficial owners and
management is incorporated by reference to material contained under the heading
"Principal Stockholders" in the Company's proxy statement for its annual meeting
of stockholders scheduled for April 23, 2003.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information as to certain relationships and related transactions is incorporated
by reference to material contained under the heading "Certain Relationships and
Related Transactions" in the Company's proxy statement for its annual meeting of
stockholders scheduled for April 23, 2003.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements (Included in PART II)
See ITEM 8 in PART II
(a) (2) Financial Statement Schedules (Included in PART II)
See ITEM 8 in PART II
(a) (3) Exhibits
31
The exhibits filed with this report and the documents incorporated by reference
as exhibits to this report are described below.
(3)(a) Articles of Incorporation of the Company (Incorporated by
reference to Exhibit B to Registration Statement No. 0-15464 filed with the
Securities and Exchange Commission on March 9, 1987).
(3)(b) Bylaws of the Company (Incorporated by reference to Exhibit C to
Registration Statement No. 0-15464 filed with the Securities and Exchange
Commission on March 9, 1987).
(4)(f) See Article III, Section 4 of Exhibit 3(a).
(4)(g) See Articles II, III, VI, VIII and IX of Exhibit (3)(b).
(10)(c) Lease dated April 29, 1986 between Chuckatcuk Partnership and
the Company relating to the Company's principal executive office space in
Radford, Virginia (Incorporated by reference to Exhibit 10(d) to Registration
Statement No. 33-5319 filed with the Securities and Exchange Commission on June
25, 1986).
(10)(g) Agreement dated as of July 1, 1985 between ARCO Chemical
Company and the Company relating to the sale of various copolymer resins
(Incorporated by reference to Exhibit 10(g) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 25, 1986.)
(10)(h) Agreement dated as of April 11, 1986 between ARCO Technology,
Inc. and the Company relating to a license of certain manufacturing rights
(Incorporated by reference to Exhibit 10(h) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 5, 1986.)
(10)(i) Bank of Virginia Trust Company Prototype Plan and Trust
Agreement and accompanying Joinder Agreement (Incorporated by reference to
Exhibit 10(i) to Registration Statement No. 33-5319 filed with the Securities
and Exchange Commission on June 24, 1986.)
(10)(j) 1986 Stock Option Plan for employees of the Company
(Incorporated by reference to Exhibit 10(j) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 24, 1986.)
(10)(l) Purchase Agreement dated December 31, 1987 between the Company
and the Atlantic Richfield Company (Incorporated by reference to Exhibit 10 to
the Company's current report on Form 8-K filed with the Securities and Exchange
Commission on January 13, 1988.
(11) Statement recomputation of per share earnings.
(b) Reports on Form 8-K
None
(c) Exhibits
See ITEM 14(a)(3) above.
(d) Financial Statement Schedules
See ITEM 14(a)(2) above.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
RADVA Corporation
Dated: March 25, 2003 By /s/ Luther I. Dickens
------------------------------
Luther I. Dickens
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Dated: March 25, 2003 By /s/ Luther I. Dickens
------------------------------
Luther I. Dickens
Chief Executive Officer and
Chairman of the Board
Dated: March 25, 2003 By /s/ Rush G. Allen
------------------------------
Rush G. Allen
Director
Dated: March 25, 2003 By /s/ J. Granger Macfarlane
------------------------------
J. Granger Macfarlane
Director
Dated: March 25, 2003 By /s/ Stephen L. Dickens
------------------------------
Stephen L. Dickens
President and Director
Dated: March 25, 2003 By /s/ David B. Kinney
------------------------------
David B. Kinney
Director
Dated: March 25, 2003 By /s/ Richard W. Frizzell
------------------------------
Richard W. Frizzell
Director
33
CERTIFICATIONS
--------------
I, Luther I. Dickens, Chief Executive Officer, Radva Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-K of Radva Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date");
(c) and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
34
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 21, 2003
/s/ Luther I. Dickens
-------------------------------------------
Luther I. Dickens
Chief Executive Officer
35
CERTIFICATIONS
--------------
I, William F. Fry, Vice President-Chief Financial Officer of Radva Corporation,
certify that:
1. I have reviewed this quarterly report on Form 10-K of Radva Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(c) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual
report is being prepared;
(d) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date");
(c) and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
36
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 21, 2003
/s/ William F. Fry
-----------------------------------------
William F. Fry
Vice President-Chief Financial Officer
37
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Radva Corporation (the "Company") on
Form 10-K for the period ended December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), each of the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 19 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: March 21, 2003 /s/ Luther I. Dickens
-------------------------------------------
Luther I. Dickens
Chief Executive Officer
Date: March 21, 2003 /s/ William F. Fry
-----------------------------------------
William F. Fry
Vice President-Chief Financial Officer
38