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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
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For Quarterly Period Commission File
ended March 31, 2004 Number 0-15464
RADVA CORPORATION
(Exact name of small business issuer as specified in its charter)
VIRGINIA 54-0715892
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
Drawer 2900 FSS
Radford, Virginia 24143
(Address of principal executive offices)
Issuer's telephone number, including area code (540) 639-2458
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,987,987
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Transitional Small Business Disclosure Format: Yes No X
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RADVA CORPORATION
INDEX
Page
Number
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PART I. FINANCIAL INFORMATION:
INDEPENDENT ACCOUNTANTS' REPORT 3
Item 1. Financial Statements
Balance Sheets,
December 31, 2003 and March 31, 2004 4
Statements of Operations, Three Months
Ended March 31, 2003 and March 31, 2004 5
Statements of Cash Flows, Three Months
Ended March 31, 2003 and March 31, 2004 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION 9
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PERSINGER & COMPANY, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
203 W. GRAYSON STREET TEL. (276) 236-8135
P.O. BOX 797 FAX (276) 236-0797
GALAX, VA 24333
INDEPENDENT ACCOUNTANTS' REPORT
BOARD OF DIRECTORS
RADVA CORPORATION
RADFORD, VIRGINIA
WE HAVE REVIEWED THE ACCOMPANYING CONDENSED CONSOLIDATED BALANCE SHEET OF RADVA
CORPORATION AND SUBSIDIARY AS OF MARCH 31, 2004, AND THE RELATED CONDENSED
CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE THREE-MONTH PERIOD
ENDED MARCH 31, 2004. THESE FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE
CORPORATION'S MANAGEMENT.
WE CONDUCTED OUR REVIEW IN ACCORDANCE WITH STANDARDS ESTABLISHED BY THE AMERICAN
INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS. A REVIEW OF INTERIM FINANCIAL
INFORMATION CONSISTS PRINCIPALLY OF APPLYING ANALYTICAL PROCEDURES TO FINANCIAL
DATA AND OF MAKING INQUIRIES OF PERSONS RESPONSIBLE FOR FINANCIAL AND ACCOUNTING
MATTERS. IT IS SUBSTANTIALLY LESS IN SCOPE THAN AN AUDIT CONDUCTED IN ACCORDANCE
WITH GENERALLY ACCEPTED AUDITING STANDARDS, THE OBJECTIVE OF WHICH IS THE
EXPRESSION OF AN OPINION REGARDING THE FINANCIAL STATEMENTS TAKEN AS A WHOLE.
ACCORDINGLY, WE DO NOT EXPRESS SUCH AN OPINION.
BASED ON OUR REVIEW, WE ARE NOT AWARE OF ANY MATERIAL MODIFICATIONS THAT SHOULD
BE MADE TO SUCH CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THEM TO BE IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
WE HAVE PREVIOUSLY AUDITED, IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING
STANDARDS, THE CONSOLIDATED BALANCE SHEET OF RADVA CORPORATION AND SUBSIDIARY AS
OF DECEMBER 31, 2003, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME,
STOCKHOLDERS' EQUITY, AND CASH FLOWS FOR THE YEAR THEN ENDED (NOT PRESENTED
HEREIN); AND IN OUR REPORT DATED FEBRUARY 13, 2004, WE EXPRESSED AN UNQUALIFIED
OPINION ON THOSE CONSOLIDATED FINANCIAL STATEMENTS. IN OUR OPINION, THE
INFORMATION SET FORTH IN THE ACCOMPANYING CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2003 IS FAIRLY STATED, IN ALL MATERIAL RESPECTS, IN RELATION
TO THE CONSOLIDATED BALANCE SHEET FROM WHICH IT HAS BEEN DERIVED.
GALAX, VIRGINIA
MAY 12, 2004
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RADVA CORPORATION
Balance Sheets
(Unaudited)
(In Thousands)
March 31 December 31
ASSETS 2004 2003
-------- -----------
Current assets:
Cash ........................................ $ 11 $ 251
-------- --------
Accounts and notes receivable ............... 1,269 1,207
Other Accounts Receivable ................... 240 245
Less allowance for doubtful accounts ........ 114 113
-------- --------
Net receivables ............................. 1,395 1,339
-------- --------
Inventories:
Finished goods ............................ 533 723
Raw materials and supplies ................ 459 343
-------- --------
Total inventories ......................... 992 1,066
-------- --------
Prepaid expenses ............................ 69 71
-------- --------
Total current assets .................. 2,467 2,727
-------- --------
Property, plant & equipment, at cost ........... 9,713 9,709
Less accumulated depreciation ............... 6,248 6,169
-------- --------
Net property, plant & equip ........... 3,465 3,540
-------- --------
Investment in Thermasteel Corporation .......... 558 558
Trademark manufacturing and
marketing rights .............................. 395 395
Note receivable-noncurrent ..................... 2,662 2,631
Other assets ................................... 493 456
-------- --------
$ 10,040 $ 10,307
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt ...... $ 106 $ 200
Notes payable ............................... 986 1,208
Accounts payable ............................ 735 842
Accrued expenses ............................ 238 121
-------- --------
Total current liabilities ........... 2,065 2,371
Accrued long-term expenses ..................... 63 63
Long-term debt, excluding current
installments ................................ 3,056 3,016
-------- --------
Total long-term liabilities ......... 3,119 3,079
-------- --------
Total liabilities ................... 5,184 5,450
-------- --------
Minority interest .............................. 224 232
-------- --------
Stockholders' equity:
Preferred stock, 8% cumulative, par value
.01 600,000 shares outstanding ............ 6 6
Common stock of $.01 par value ..............
Authorized 10,000,000 shares; issued
and outstanding 3,998,027 ................ 40 40
Additional paid-in capital .................. 4,735 4,735
Retained earnings ........................... (149) (156)
-------- --------
Total stockholders' equity ......... 4,632 4,625
-------- --------
$ 10,040 $ 10,307
======== ========
See accountants' report and accompanying notes to financial statements.
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RADVA CORPORATION
Statements of Operations
Three Months Ended March 31
(Unaudited)
(In Thousands, except per share data)
Three Months Ended
March 31
-------------------------
2004 2003
------- -------
Manufacturing net revenues ................. $ 2,411 2,786
------- -------
Cost and expenses:
Cost of sales ........................... 1,918 2,089
Shipping and selling .................... 252 305
General and administrative .............. 224 287
Research and development ................ 24 19
------- -------
2,418 2,700
------- -------
Operating income ........................ (7) 86
------- -------
Other income (deductions):
Interest expense ........................ (71) (76)
Other ................................... 79 33
------- -------
8 (43)
------- -------
Earnings before income tax and
minority interest .......................... 1 43
Income tax expense ......................... -- --
Minority interest .......................... 7 --
------- -------
Net earnings ............................... $ 8 43
======= =======
Earnings per common share .................. $ -- .01
======= =======
See accountants' report and accompanying notes to financial statements.
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RADVA CORPORATION
Statements of Cash Flows
Three Months Ended March 31
(Unaudited)
(In Thousands)
2004 2003
----- -----
Cash flows from operating activities:
Net income (loss) ............................ $ 8 $ 43
----- -----
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation .............................. 121 129
Amortization .............................. 2 3
Change in assets and liabilities:
Decrease (Increase) in net receivables ... (56) 104
Decrease (Increase) in inventories ....... 74 --
Decrease (Increase) in prepaid expenses .. 2 23
Decrease (Increase) in other assets ...... (70) (36)
Increase (Decrease) in accounts payable .. (107) (68)
Increase (Decrease) in accrued expenses .. 117 122
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Total adjustments ...................... 83 277
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Net cash from operating activities ..... 91 320
----- -----
Cash flows from investing activities:
Decrease in minority interest ................ (8) 250
Capital expenditures for equipment and other
long-term assets ........................... (46) (34)
----- -----
Net cash from investing activities ..... (54) 216
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Cash flows from financing activities:
Proceeds from issuance of long-term debt ..... 200 --
Principal payments on notes payable .......... (423) (160)
Principal payments under long-term debt ...... (54) (42)
----- -----
Net cash from financing activities ..... (277) (202)
----- -----
Net increase (decrease) in cash ................. (240) 334
Cash at January 1 ............................... 251 108
----- -----
Cash at March 31 ................................ $ 11 $ 442
===== =====
See accountants' report and accompanying notes to financial statements.
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RADVA CORPORATION
Notes to Financial Statements
March 31, 2004
(1) General
The financial statements conform to generally accepted accounting
principles and to general industry practices. The financial statements
are unaudited. However, in the opinion of management, all adjustments
which are normal and necessary for a fair presentation of the financial
statements have been included.
(2) Property, Plant and Equipment
A summary of property, plant and equipment follows:
Land and improvements............................. $ 169,565
Buildings and improvements........................ 3,140,772
Machinery and equipment........................... 5,711,587
Transportation equipment.......................... 372,130
Office equipment.................................. 319,013
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$9,713,067
==========
(3) Accrued Expenses
Accrued expenses are comprised of the following:
Payroll and employment benefits................... $ 159,696
Other............................................. 77,808
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$ 237,504
==========
(4) Notes Payable
Notes payable to related parties.................. 223,734
Line of credit with commercial bank,
$1,500,000 limit, interest variable
(4.00% at March 31, 2004)......................... $ 762,411
----------
$ 986,145
==========
(5) Long-term Debt
A summary of long-term debt follows:
Installment note payable to bank, due in variable
monthly installments, including interest at prime
plus 2.25% (6.25% at March 31, 2004);
collateralized by all of the company's assets. 1,895,144
Installment note payable to bank, due in monthly
installments of $17,402, including interest at
prime plus 2.25% (6.25% at March 31, 2004);
collateralized by all of the company's assets. 1,174,251
Installment note payable to bank, due in
variable monthly installments, including
interest at prime plus 1.25% (5.25% at
March 31, 2004); collateralized by equipment 89,033
Installment note payable to bank, due in
monthly installments of $527, including
interest at 9.5%; collateralized by equipment. 3,574
----------
Total long-term debt 3,162,002
Less current installments of long-term debt 106,484
----------
Long-term debt, excluding current installments $3,055,518
==========
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Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
The Company's net revenues decreased $375,000 or 13.5% in the first quarter of
2004, as compared to the first quarter of 2003, resulting in a $93,000 reduction
in operating income. The reduction in revenue was the result of a $731,000
reduction in sales to the Company's largest customer who is closing its
operations being serviced by the Company. This customer accounted for 37.8% of
the Company's net revenue in 2003.
Cost of sales, as a percentage of revenues, increased 4.6% to 79.6% for the
first quarter of 2004. This increase was primarily the result of the
relationship of fixed cost due to a $610,000 reduction in production at the
Company's Portsmouth plant. Natural gas cost was also up 3.1% of production at
the Portsmouth plant.
Shipping and selling expenses were down $53,000 or .4% or revenues for the first
quarter of 2004 compared to the first quarter of 2003.
General and administrative expenses were down $63,000 or 1% of revenues for the
first quarter of 2004 compared to the first quarter of 2003 due to many factors
including salary reductions.
Liquidity and Capital Resources
At March 31, 2004 the balance available on the Company's $1,500,000 line of
credit was $226,729 and working capital was $402,000.
In February 2004 the Company refinanced its line of credit with a new lender,
reducing its interest rate by 2.25% to prime. However, the refinancing did
reduce the Company's availability on its line of credit by the elimination of
inventory from the collateral base on which the line of credit is secured.
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PART II: OTHER INFORMATION
Item 1. Legal Proceedings
See item 3 of the Company's Form 10-K for the fiscal year ended
December 31, 2003.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K Not applicable.
Pursuant to the requirements of the Securities Exchange Act of
1934,this form 10-Q has been signed on behalf of the Registrant by its
Assistant Secretary/Treasurer who is authorized to sign on behalf of
the Registrant and is the Registrant's principal financial officer.
RADVA CORPORATION
/s/ William F. Fry
-------------------------------
William F. Fry
Secretary/Treasurer
May 7, 2004
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