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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended December 31, 1997
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to
Commission file number: 333-1992
RBX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3231901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5221 ValleyPark Drive
Roanoke, Virginia 24019
(Address of principal executive offices)
Registrant's telephone number, including area code: (540) 561-6000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 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. [ ]
As of December 31, 1997, there was no voting stock of the Registrant held by
non-affiliates.
The number of shares of Common Stock of RBX Corporation, $0.01 per share par
value, outstanding as of December 31, 1997 was 1,000.
Registration Statement on Form S-4 File No. 333-1992, filed on March 5, 1996
and amended on April 15, 1996 and on April 24, 1996, is incorporated herein by
reference.
RBX CORPORATION
Index
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Page
PART I .............................................................. 1
ITEM 1. Business.............................................. 1
ITEM 2. Properties ........................................... 7
ITEM 3. Legal Proceedings .................................... 8
ITEM 4. Submission of Matters to a Vote of Security Holders .. 9
PART II .............................................................. 10
ITEM 5. Market for the Registrant's Common Equity and
Related Stockholder Matters ........................ 10
ITEM 6. Selected Financial Data .............................. 11
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................ 14
ITEM 8. Financial Statements and Supplementary Data .......... 20
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ................ 20
PART III.............................................................. 21
ITEM 10. Directors and Executive Officers of the Registrant .. 21
ITEM 11. Executive Compensation .............................. 23
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management ........................................ 27
ITEM 13. Certain Relationships and Related Transactions ...... 29
PART IV .............................................................. 30
ITEM 14. Exhibits, Financial Statement Schedules, Reports
on Form 8-K ....................................... 30
PART I
RBX CORPORATION
ITEM 1. BUSINESS
GENERAL
RBX Corporation, a Delaware corporation (the "Company"), is a wholly
owned subsidiary of RBX Group, Inc. ("RBX Group"). The Company and RBX Group
were formed by American Industrial Partners Capital Fund II, L.P. ("AIP-CF")
to purchase RBX Investors, Inc. (the "Predecessor") and its subsidiaries in
October 1995 (the "Acquisition"). The Company is the successor to the business
of RBX Investors, Inc., which began operations in the 1930s. The Company
believes that it is the leading domestic manufacturer of closed cell rubber
foam products, the second largest domestic custom mixer of rubber polymers and
a major competitor in several niche markets, including cross-linked
polyethylene foam. The Company's products are used in a wide range of
applications, including athletic equipment, sports medicine wraps, neoprene
wetsuits, hardware center products (do-it-yourself insulation, tubing,
gardening and construction kneepads), other consumer products (computer mouse
pads, beverage can insulators), insulation for refrigeration and air
conditioning systems, automotive components and other industrial products.
Management estimates that the Company's foam products operations (the "Foam
Group") has approximately a 40% market share in the domestic market for closed
cell rubber foam and related products and approximately a 26% market share in
the domestic market for cross-linked polyethylene foam. The Company's custom
rubber mixing operations (the "Mixing Group") mixes a variety of rubber
polymers to serve a wide range of end-use markets. The Company combines
purchases of raw materials for both the Foam Group and Mixing Group to obtain
volume discounts from its suppliers. All of the Company's products begin with
essentially the same manufacturing process: the blending of synthetic
compounds in a mixer. The Mixing Group then sells these compounds in uncured
sheet or strip form to its customers. The Foam Group performs additional
manufacturing steps, including curing, extruding, molding, fabrication and
lamination, before selling its products to customers.
The Foam Group, which contributed approximately 74% of the Company's
sales for the year ended December 31, 1997, is the largest domestic
manufacturer of closed cell rubber foam. Closed cell rubber foam is produced
by the expansion of synthetic rubber polymers through the infusion of millions
of gas-filled cells which are permanently sealed in the material. The closed
cell structure is flexible, resilient and shuts out water, dust and air, which
makes the material ideal for insulating, sealing, shock absorption and a
variety of other uses. The Foam Group designs and manufactures customized
foam products for more than 9,000 active customers. These products are sold
in a variety of forms including sheets, tubes, buns, rolls and extruded and
fabricated shapes. The Company has expertise in a number of different
manufacturing processes and techniques, which the Company believes enables it
to manufacture a wider variety of products than its competitors and to respond
effectively to a broad range of customer requirements.
The Mixing Group, which contributed approximately 26% of the Company's
sales for the year ended December 31, 1997, is the second largest competitor
in the fragmented, regional domestic custom rubber mixing industry. The
Mixing Group mixes natural and synthetic rubbers with various additives and
fillers for more than 250 active customers. The custom-mixed compounds are
delivered to customers in sheets or strips of uncured rubber which the
customers then process and fabricate into a variety of end-use products,
including automobile tires and parts, industrial belts and hoses, agricultural
tools and equipment and roofing materials. The Mixing Group's seven mixing
lines enable it to custom mix many different compounds concurrently and to
respond quickly to customers' requests, even for unusual formulations or small
orders. These factors, combined with the Mixing Group's ability to maintain
what the Company believes to be a high level of product quality, enable the
Mixing Group to compete effectively on price, quality and service.
THE FOAM GROUP
Products
The Foam Group's products are formulated to provide specific
performance characteristics based on their end-use applications. Closed cell
rubber foam is elastic and impervious to gases and liquids, which makes it an
ideal material for insulation, sealing, shock absorption and waterproofing.
Products made with closed cell rubber foam include residential and industrial
building insulation, plumbing insulation, automotive gaskets, home and
hardware center products, such as grips, handles and foam cushions, and a
broad range of consumer products such as wetsuits, ski masks, knee braces and
other sports medicine applications, foam beverage can insulators and computer
mouse pads. Cross-linked polyethylene foam, which has many of the same
physical properties as closed cell rubber foam, is less elastic but relatively
less expensive and is easily thermoformed. Polyethylene foam is used in such
products as athletic mats, marine flotation buoys, ship fenders, shoe insoles
and artificial turf underlay. Silicone rubber is flame resistant and
possesses a number of exceptional physical and chemical properties which make
it suitable for products which are exposed to extreme temperatures. The
Company manufactures silicone-based products for a number of high-performance
applications including commercial lighting, automobile gaskets, commercial
aircraft, aerospace and electronics. The Company also produces a range of
solid rubber products such as tarp straps, pipe gaskets and customized window
glazings.
Products sold in the most basic form include (i) extruded sheets and
tubes, used for insulation in air conditioning, plumbing and refrigeration,
and (ii) molded sheets which are sold to manufacturers who slit, cut, and
fabricate the material into industrial and consumer products ranging from
automotive gaskets to football padding to children's toys. The Company also
produces extruded shapes of closed cell rubber which are sold in various
lengths for specialized sealing or gasket applications that require unusual
profiles. In addition, the Company performs value-added lamination and
fabrication processes on its foam products for many of its customers. The
Company can die-cut, thin-slit, apply adhesive and laminate fabric to the
material to render it suitable for light manufacturing and assembly
applications. The Company can also precision-cut intricate foam products using
computer-aided high pressure water jet cutting technology. The following is a
summary of the main product groups produced by the Foam Group and their
principal end-use applications
Product Material Principal Applications
------- -------- ----------------------
Sheets/Rolls Rubber Foam Artificial turf underlay, athletic mats,
casual footwear, life vests
Cross-linked Polyethylene Form Artificial turf underlay, shoe insoles,
athletic mats, toys, novelties, marine
buoys, ship fenders, performance packaging
Silicone Rubber Commercial lighting gaskets, aerospace gaskets
Buns Rubber Foam Automotive gaskets and seals, shock absorbing devices
Extruded Insulation Rubber Foam Commercial and residential HVAC insulation
Polyethylene Foam Do-it-yourself piping insulation
Extruded Shapes Rubber Foam Weather stripping, gaskets, drink cup holders
Rubber Commercial glazings
Silicone Rubber Marine seals, appliance gaskets
Molded Products Rubber Tarp straps, pipe gaskets
Silicone Rubber Appliance gaskets, automotive parts
Laminated Sheets Rubber Foam/Fabric Wetsuits, knee braces, elbow braces, medical braces,
ski masks
Fabricated Products Rubber Foam Closure seals, automotive parts, sports helmet padding
Customers
The Foam Group serves a wide array of industrial and consumer end-user
markets. The Foam Group's base of over 9,000 active customers is comprised of
a large group of core customers who rely on the Company for their ongoing
needs and a smaller number of customers who approach the Company on a
project-specific basis. The Foam Group is able to serve both types of
customers because of its wide range of products, its design and production
capabilities and its sales force which assesses the customers' requirements in
order to develop products which meet their specifications. The size and
diversity of the Foam Group's customer base reduces the Company's reliance on
any
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individual customer or industry segment.
The Company's products are sold to end product manufacturers,
intermediate fabricators and distributors. End product manufacturers operate
in a wide range of industrial and commercial segments that produce
subassemblies and finished products. Fabricators slice and cut foam into
shaped pieces and then sell them to other manufacturers. Distributors purchase
tubes, sheets and buns for resale to smaller contractors.
Industry
The market for closed cell rubber foam and related products had
estimated annual sales of approximately $450 million in 1997. Industry growth
is expected to come from increased use of closed cell rubber foam in
automotive sound and vibration insulation, new applications in sports and
leisure markets and growth in the consumer and residential housing markets for
HVAC insulation. The market includes rubber foams sold for thermal insulation
and for processing into components or finished parts or products but does not
include rubber foams manufactured by vertically integrated companies
exclusively selling finished products. The overall market is comprised of
several segments that are defined by the product's end use and this market
continues to expand as new products and applications are developed. Some
segments, such as insulation, represent a large share of the overall market
and have a large number of customers and suppliers. A number of other
segments represent niche product markets constituting a small share of the
overall market and have relatively few customers and suppliers. The overall
market includes a large number of customers from a variety of industries, and
even established customers in the larger segments of this market generally
represent only a small percentage of the market's total sales. The Company
believes that it has approximately a 40% share of the overall market. The next
six largest producers account for approximately 34% of this market, with a
large number of smaller competitors comprising the remainder.
The market for cross-linked polyethylene foam is believed to represent
approximately a $75 million segment of the $5 billion market for plastic foams
in general. Industry growth is expected to come largely from the continued
development of new applications for cross-linked polyethylene foam.
Management believes that it has the second largest share of this market with
an estimated 26% share. Approximately 85% of the Company's 1997 plastic foam
sales were for end-use markets such as automotive, construction, performance
packaging, ship fenders and marine buoys.
THE MIXING GROUP
Products
The Company's Mixing Group mixes rubber polymers and chemical
additives to customer specifications. The various ingredients of a custom
formulation are carefully weighed into a mixer which blends the components and
feeds the mixture onto a large mill. The milled rubber is then pulled off the
mill in a wide ribbon, cooled, and then cut into rough sheets or strips of
uncured compound. These sheets and strips are molded or extruded by the
customer into a wide variety of products including automobile tires and parts,
industrial belts and hoses, agricultural tools and equipment and roofing
materials.
Customers
The Company's Mixing Group serves more than 250 active customers from
a variety of industries. In most instances, the Company supplies the raw
materials for a given customer formulation and charges the customer on a
"cost-plus" basis, reflecting raw material costs plus a usage fee for time
used on the mixing line. In cases where a customer supplies the raw
materials, the Mixing Group charges a "tolling" fee for providing the mixing
service.
Industry
The domestic custom rubber mixing market is a fragmented $1.2 billion
industry. This market includes custom mixers that mix rubber compounds for
third parties but excludes vertically integrated manufacturers that mix rubber
-3-
compounds for their own consumption. There are over 150 companies that mix
rubber based on a customer's specifications or the mixer's own proprietary
formulations. The Company estimates that it is the second largest domestic
custom rubber mixer, with an estimated 7% share of the market. Due to
transportation costs, competition in the custom mixing business is largely
regional. For example, the Company generally does not deliver custom
compounds beyond the range of a one-day truck run (approximately 500 miles).
The critical elements in custom compounding are quality, service and
efficiency. The accuracy of the mix is critical to ensure smooth processing
through the customer's manufacturing equipment and the proper performance of
the finished product. While price is important, customers choose suppliers
who can provide rapid turnaround, maximize throughput and minimize waste while
maintaining high quality standards.
Since raw materials represent on average 76% of the manufactured cost
of mixed compound, the product is priced on essentially a "cost-plus" basis.
Most custom compounders effect price changes on 15 to 30 days' notice,
effectively passing through raw material price increases and decreases almost
as soon as they are issued by the primary chemical producers, thereby reducing
the mixers' exposure to raw material price changes.
SALES, MARKETING AND DISTRIBUTION
The Company relies on its direct sales force to market and sell the
vast majority of its products. The Company's direct sales force maintains
contact with the Company's customers, a large percentage of which are end
product manufacturers. For products targeted to certain markets, the Company
will use independent sales agencies which have the industry expertise
necessary to market and sell the product effectively. For example, the
Company relies on independent sales agencies with automotive expertise to sell
foam products to automotive OEMs. For certain products that are manufactured
in standard configurations, the Company will sell directly to distributors for
resale to end users. For example, insulation tubing (which is manufactured in
a number of standard sizes) is sold to the construction industry through
distributors. Products are distributed either directly to customers or
through distribution warehouses strategically located throughout the country.
CAPACITY
Although actual utilization varies depending upon the product line and
manufacturing location, the Foam Group's facilities generally are operating at
approximately 80% of capacity, operating three shifts a day, five days a week,
with occasional Saturday shifts. The Mixing Group's manufacturing facilities
are operating at 80-85% of capacity, operating three shifts a day, generally
five, and occasionally six, days a week.
COMPETITION
The Company believes that it is a leading supplier in most of its
principal product lines. The Company faces domestic and foreign competition
across its product lines ranging from divisions of leading national and
international manufacturers to small, regional competitors.
The Company believes that it is the largest domestic manufacturer of
rubber foam products. The Company believes that it is the second largest
domestic supplier of cross-linked polyethylene foam with an estimated 26%
market share. Based on management's estimates, the Voltek division of Sekesui
America Corporation ("Voltek") is the largest domestic supplier of
cross-linked polyethylene foam with an estimated market share of 55%.
However, due to differences between the Company's and Voltek's products which
make them suitable for different applications, management believes that the
Company's customer base has limited overlap with that of Voltek.
The Company, with a mixing capacity of approximately 165 million
pounds per year, estimates that it is the second largest domestic custom
rubber mixer, with an estimated 7% share of the market. The Company estimates
that there are 150 domestic custom mixers, approximately 20 of which have
annual capacity greater than 35 million pounds. Because transportation costs
affect a custom mixer's ability to compete, competition tends to be focused
regionally.
-4-
The Company believes that the significant discounts it receives through
Company wide raw material purchases, its proprietary formulations, emphasis on
quality control and ability to provide rapid turnaround of unusual
formulations and small orders enable it to compete effectively in mixing.
RAW MATERIALS
The Company's key raw material inputs are synthetic polymers,
specialty chemicals, carbon black, synthetic fabrics, natural rubber and
polyethylene, which represented, respectively, 37%, 17%, 7%, 4%, 4%, and 3% of
the Company's raw material purchases during 1997. Due to the volume of its
raw material purchases, the Company receives substantial discounts and rebates
from its suppliers. Raw material purchases accounted for approximately 50% of
the cost of goods sold by the Foam Group and approximately 76% of the cost of
goods sold by the Mixing Group in 1997. The Company purchases raw materials
from a number of suppliers through short-term purchasing arrangements, and the
Company believes that there are sufficient sources of supply for the
foreseeable future.
The Company expects that it will continue to experience raw material
price fluctuations from time to time. Many of the raw materials used by the
Company are petrochemical derivatives, which are subject to periodic price
fluctuations. Historically, the Company has been able to pass along increased
raw material costs to its customers. For the majority of its products, the
Company's pricing strategy is flexible enough to permit cost increases to be
passed through promptly.
TRADEMARKS AND PATENTS
The Company has numerous trademarks and several patents effective in
the United States and several trademarks effective in several foreign
countries for varying lengths of time. Company trademarks include Rubatex(R)
under which it markets particular products, Insul-Tube(R) and Therma-Cel(R)
under which it markets certain insulation products, ENSOLITE(R) under which it
markets certain rubber foam sheets/rolls, SeaTex(R) under which it markets
wetsuit material and Comfortex(R) under which it markets sports/medical
material. The Company also has a number of applications for trademarks pending
in the United States and abroad. Management considers its various trademarks,
trademark applications and patents to be valuable assets but believes that the
loss of any one trademark or patent would not have a material adverse effect on
the Company's operations.
ENVIRONMENTAL MATTERS
The Company is subject to a wide variety of federal, state and local
environmental laws and regulations ("Environmental Laws") which continue to be
adopted and amended. These Environmental Laws regulate, among other things,
air and water emissions and discharges at the Company's manufacturing
facilities; the generation, storage, treatment, transportation and disposal of
solid and hazardous waste by the Company, the release of hazardous substances,
pollutants and contaminants into the environment at properties operated by the
Company and at other sites; and, in some circumstances, the environmental
condition of property prior to transfer or sale to the Company. Risks of
significant environmental costs and liabilities are inherent in the operations
and facilities of the Company, as well as other participants in the industry.
The Company believes, however, that its current operations are in substantial
compliance with Environmental Laws.
The Company anticipates capital expenditures of approximately $1.7 million in
the aggregate over the next three to five years relating to environmental
matters. These expenditures include, among other things, making improvements
in the Company's underground storage tank systems, designing and installing
air emission control equipment and implementing spill control plans. As a
result of internal evaluations and discussions with its advisors and
consultants, the Company estimates that the cost of the Company's known
potential environmental liabilities ranges from $1.8 million to $2.9 million.
Based on the reasonably expected amount of such liabilities, the Company has
established a reserve on its balance sheet for environmental liabilities,
which as of December 31, 1997 was approximately $2.1 million. Management
believes such amounts, under existing laws and regulations, are adequate to
cover presently identified environmental liabilities, but no assurance can be
given that such amounts will be adequate
-5-
to cover the ultimate costs of these liabilities, or the cost of environmental
liabilities that may arise or be identified in the future. Although management
expects that any cash outlays with respect to such matters would be made over
a number of years, the timing of any such expenditures cannot be determined.
The Company has been named as a "potentially responsible party" at two
federal "Superfund" sites and one other site where its wastes are alleged to
have been disposed of. Based upon information known to the Company concerning
the size of these sites, their years of operation, the number of past users
and the characteristics of the Company's waste streams, management believes
that the Company's proportionate share of the cost of the necessary
investigation and eventual remedial work that may need to be performed at such
sites will not be material. A"potentially responsible party" under applicable
federal regulations would have joint and several liability for the total costs
of any cleanup or other remediation. The Company does not presently have any
cost sharing arrangements with any other potentially responsible parties.
However, the Company has no reasonable basis to believe that any other
potentially responsible party will be unable to make its pro rata contribution
with respect to any cleanup or other remediation.
During 1997, the North Carolina Department of Environment and Natural
Resources asserted that the Company's Conover North Carolina plant was in
violation of the visible emissions requirement of that state's clean air act
and assessed a minimal penalty. The Company is currently investigating the
problem and has hired a consulting firm to identify potential methods of
complying with the state's visible emissions requirements. The Company
believes that add-on pollution control technology is available which would
allow the Company to comply with such requirements. A report from the
consultant is due in the second quarter of 1998.
The Company's leased Barberton, Ohio facility was listed in the
Comprehensive Environmental Response, Compensation and Liability Information
System ("CERCLIS") index with the designation "No Further Remedial Action
Planned." However, such facility was delisted from the CERCLIS index on
August 31, 1995, based on a follow-up site investigation that year by a United
Stated Environment Protection Agency ("U.S. EPA") contractor. The property
remains identified on the Ohio 1994 Master Sites List, with a designation of
"medium priority." The Ohio EPA issued a complaint with respect to the
Barberton facility in 1991 and, although such complaint remains open, the
Company believes that all noted items have been corrected. Although some
further investigation or cleanup of the site may be required, the Company does
not expect that the costs of those activities would have a material adverse
effect on the Company's financial condition, operations or liquidity. Any
such costs would likely be incurred over several years.
EMPLOYEES AND EMPLOYEE RELATIONS
At December 31, 1997, the Company employed 2.272 persons, of whom
approximately 28% were salaried employees, and 72% were hourly employees.
Approximately 75% of the Company's hourly employees are represented by labor
unions pursuant to collective bargaining agreements that expire between
January 1998 and August 2002. The Company believes its relations with both
union and non-union employees are good.
SEASONAL NATURE OF BUSINESS
The Company participates in a number of markets, some of which have
slight seasonalities, but this wide market participation insulates against
significant seasonal business fluctuations.
-6-
ITEM 2. PROPERTIES
In addition to its leased 24,000 square foot headquarters in Roanoke,
Virginia, the Company operates eight manufacturing facilities, the majority of
which are located in the southeastern United States. The Company also owns or
leases warehouse facilities throughout the U.S. The size and location of the
Company's significant facilities are summarized below:
Location Size (Sq. Ft.) Leased/Owned
-------- -------------- ------------
Manufacturing:
Bedford, VA.................. 782,000 Owned
Conover, NC.................. 275,000 Owned
Middlefield, OH.............. 119,000 Owned
Buchanan, VA................. 77,000 Owned
Colt, AR..................... 223,000 Leased(a)
Barberton, OH................ 197,000 Leased
Tallapoosa, GA............... 165,000 Leased(a)
South Holland, IL............ 164,000 Leased
Warehouse:
Conover, NC.................. 88,000 Leased
Sante Fe Springs, CA......... 44,000 Owned
Decatur, GA.................. 37,000 Owned(b)
Conover, NC.................. 36,000 Leased
St. Louis, MO................ 28,000 Leased
Hickory, NC.................. 28,000 Leased
Houston, TX.................. 22,000 Leased
Kent, WA..................... 14,000 Leased
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(a) Subject to a lease with nominal lease payments. The Company has the
option to purchase this property for a nominal amount.
(b) The Company no longer stores inventory at the Decatur, GA facility,
which facility is currently being offered for sale.
-7-
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is involved in various legal
proceedings arising in the ordinary course of business. Management believes
that none of the matters in which the Company is currently involved, either
individually or in the aggregate, is expected to have a material adverse
effect on the Company's business or financial condition.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of 1997.
-9-
PART II
RBX CORPORATION
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There is no established public trading market for the Registrant's
common equity. There was no unregistered sale of the Registrant's common
equity in 1997.
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ITEM 6. Selected Financial Data
The following selected historical financial data were derived from the
audited historical consolidated financial statements of the Company and the
Predecessor. The historical consolidated financial data of the Predecessor as
of and for each of the years ended December 31, 1993, and 1994, and for the
nine and one-half month period ended October 16, 1995 were derived from the
consolidated financial statements of the Predecessor and represent the results
of operations of the Predecessor through the date of the Acquisition. The
historical consolidated financial data of the Company as of and for the two
and one-half month period ended December 31, 1995, and for the years ended
December 31, 1996 and 1997, were derived from the consolidated financial
statements of the Company and represent the results of operations of the
Company subsequent to the Acquisition. The information presented below should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and Notes thereto included elsewhere in this Annual Report on Form 10-K.
Predecessor Company
-------------------------------- ---------------------------------
9 1/2 Months 2 1/2 Months
Years Ended Ended Ended Years Ended
December 31, October 16, December 31, December 31,
------------------ ------------- ------------- ------------------
1993 1994 1995 1995 1996 1997
-------- -------- -------- -------- -------- --------
STATEMENT OF OPERATIONS DATA: (Dollars in thousands)
Net sales....................................... $175,777 $197,913 $220,321 | $51,646 $275,715 $281,662
Gross profit (a)................................ 27,337 32,171 39,644 | 4,735 37,350 38,279
Selling, general and administrative costs (a)... 17,313 18,478 21,112 | 5,193 30,474 28,265
Management fees................................. - - 418 | 180 995 986
Operating income (loss)......................... 8,486 13,317 16,878 | (1,303) (24,626) 5,503
Net income (loss) (b) (c)....................... (22,905) 5,652 6,021 | (3,321) (35,056) (28,990)
BALANCE SHEET DATA: |
Net working capital............................. 35,062 45,817 - | 61,055 44,671 43,722
Fixed assets, net............................... 61,685 93,420 - | 81,277 91,068 97,374
Total assets.................................... 143,946 206,268 - | 285,736 280,700 275,921
Total debt...................................... 50,204 95,795 - | 171,745 184,892 206,037
Stockholder's equity............................ 26,827 33,383 - | 40,574 20,313 (9,264)
OTHER DATA: |
Capital expenditures............................ 3,390 5,817 6,323 | 823 11,818 15,582
Depreciation.................................... 4,608 5,121 5,820 | 1,310 7,124 8,370
Amortization of goodwill and other intangibles.. 276 319 565 | 733 3,943 3,332
Amortization of deferred financing fees......... 239 140 289 | 190 882 946
Cash flows from: |
Operating activities.......................... 12,441 9,291 8,440 | 1,785 9,137 (2,398)
Investing activities.......................... (3,305) (54,660) (7,291) | (199,838) (33,829) (16,698)
Financing activities.......................... (9,849) 43,547 (1,916) | 203,876 22,162 15,969
Ratio of earnings to fixed charges (d).......... 2.4x 3.6x 2.3x | - - -
Adjusted EBITDA (e)............................. 17,863 20,106 25,607 | 3,826 22,879 22,370
- ---------
(a) Certain amounts from prior periods have been reclassified to conform to
the current period presentation.
(b) Net income (loss) for 1993, 1994, and 1997 includes extraordinary losses
of $1.2 million, $0.4 million, and $1.8 million, respectively, for the
early extinguishment of debt.
(c) Net loss in 1993 includes a $24.9 million loss from the cumulative effect
of a change in accounting principle for the adoption of SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions."
Net loss for 1996 includes a loss on impairment of long-lived assets of
$26.5 million and additional charges of $8.7 million in the aggregate,
primarily relating to a reassessment of inventory carrying values and
liabilities incurred in connection with severance and certain other
personnel related costs.
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(d) In computing the ratio of earnings to fixed charges, "earnings" represent
income (loss) before income taxes, extraordinary items and changes in
accounting principles plus "fixed charges." "Fixed charges" consist of
interest expense, amortization of deferred financing fees and the portion of
rental expense representative of interest. For the two and one-half month
period ended December 31, 1995, earnings were insufficient to cover fixed
charges by $5.2 million. For the years ended December 31, 1996 and 1997,
earnings were insufficient to cover fixed charges by $43.3 million and $14.8
million, respectively.
(e) Adjusted EBITDA as used herein represents the sum of income before income
taxes, extraordinary items and changes in accounting principles, interest
expense, depreciation and amortization, adjusted to add back the
amortization of purchase accounting write-ups of inventories and other
non-cash items (all as defined in the New Credit Agreement) plus
subordinated management fees. Pursuant to the terms of the New Credit
Agreement, the Indenture and the Senior Subordinated Indenture, management
fees are subordinated to payments owed under the New Credit Agreement, the
Notes and Senior Subordinated Notes. Adjusted EBITDA is calculated as
follows:
-12-
Predecessor Company
-------------------------------- ---------------------------------
9 1/2 Months 2 1/2 Months
Years Ended Ended Ended Years Ended
December 31, October 16, December 31, December 31,
------------------ ------------- ------------- ------------------
1993 1994 1995 1995 1996 1997
-------- -------- -------- -------- -------- --------
(Dollars in thousands)
Net income (loss)................................ $(22,905) $5,652 $6,021 | $(3,321) $(35,056) $(28,990)
Income taxes (benefit)........................... 1,981 3,865 3,979 | (1,849) (8,255) 12,422
Extinguishment of debt........................... 1,176 466 - | - - 1,786
Effect of changes in accounting principle........ 24,853 - - | - - -
Interest expense................................. 3,381 3,334 6,878 | 3,867 18,685 20,285
Depreciation..................................... 4,608 5,121 5,820 | 1,310 7,124 8,370
Amortization of intangibles...................... 276 319 565 | 733 3,943 3,332
|
EBITDA........................................... 13,370 18,757 23,263 | 740 (13,559) 17,205
|
Management fees expensed......................... - - - | 180 995 986
Management fees paid............................. - - - | - (1,060) (1,015)
Amortization of purchase accounting |
inventory adjustment..................... - 230 817 | 2,671 140 -
Unusual item..................................... - - 620 | - - -
Noncash items as defined in the New Credit |
Agreement................................ 3,793 619 489 | 235 805 906
Special noncash items (1)........................ - - - | - 34,498 3,273
------- ------- ------- | ------ ------- -------
EBITDA, as defined in the New Credit Agreement... 17,163 19,606 25,189 | 3,826 21,819 21,355
|
Management fees subordinated to New |
Credit Agreement, Senior Secured Notes |
and Senior Subordinated Notes............ 700 500 418 | - 1,060 1,015
------- ------- ------- | ------ ------- -------
Adjusted EBITDA.................................. $17,863 $20,106 $25,607 | $3,826 $22,879 $22,370
------- ------- ------- | ------ ------- -------
- ---------
(1) Special noncash items as allowed by the credit agreements.
Adjusted EBITDA, as presented above, may not be comparable to similarly titled
measures of other companies unless such measures are calculated in substantially
the same fashion. The Company believes that EBITDA, as one indicator of a
company's liquidity, provides useful information, but does not represent cash
available to service debt. EBITDA should not be considered in isolation or as a
substitute for information presented by the Company's consolidated statement of
operations prepared in accordance with generally accepted accounting principles.
For example, EBITDA should not be considered an alternative to net income as an
indicator of operating performance or an alternative to the use of cash flows as
a measure of liquidity. Moreover, EBITDA does not reflect, as does cash flow
from operations, the cash needed to support changes in working capital. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's Consolidated Financial Statements.
-13-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto and "Selected Financial
Data" included elsewhere in this Annual Report on Form 10-K.
INTRODUCTION
The following discussion provides an assessment of the consolidated
results of operations and liquidity and capital resources for the Company and
the Predecessor. As further discussed in Note 2 to the Company's Consolidated
Financial Statements, the Company acquired the Predecessor in October 1995 and
Ensolite in June 1996. These acquisitions were accounted for using the
purchase method of accounting and accordingly, the operating results of the
Company reflect the operations of the Company and Ensolite subsequent to the
dates of their respective acquisitions. Unless otherwise indicated, 1995
historical results represent the combined operating results of the Predecessor
for the nine and one-half month period through the date of the Acquisition and
the Company for the two and one-half month period subsequent to the
Acquisition.
BASIS OF PRESENTATION
The following table sets forth, for the periods shown, net sales,
gross profit, selling, general and administrative costs ("SG&A"), operating
income (loss) and net income (loss) in millions of dollars and as a percentage
of net sales.
Years Ended December 31,
-----------------------------------------------
1995 1996 1997
------------------------------- --------------
Net sales............... $272.0 100.0% $275.7 100.0% $281.7 100.0%
Gross profit............ 44.4 16.3 37.4 13.6 38.3 13.6
SG&A.................... 26.3 9.7 30.5 11.1 28.3 10.0
Operating income(loss).. 15.6 5.7 (24.6) -8.9 5.5 2.0
Net income (loss)....... 2.7 1.0 (35.1) -12.7 (29.0) -10.3
RESULTS OF OPERATIONS
1997 Compared to 1996
Net Sales. Net sales increased to $281.7 million in 1997 from $275.7
million in 1996, an increase of $6.0 million or 2.2%.
Net sales for the Foam Group increased to $208.0 million in 1997 from
$204.5 million in 1996, an increase of $3.5 million or 1.7%. The increase in
the Foam Group's net sales is attributable to a $4.5 million increase in net
sales at Rubatex, primarily from the Bedford Virginia plant, and increases
totaling $1.2 million at Groendyk Mfg. Co., Inc. ("Groendyk") and OleTex, Inc.
("OleTex"). A decrease in sales at Universal Polymer & Rubber, Inc.
("Universal") of $2.2 million partially offset the gains experienced at the
other companies comprising the Foam Group. Universal's sales decreased due to
a softening in demand for certain of the Company's products as well as
problems associated with the relocation of production from the Company's
Dawsonville Georgia plant to the Middlefield Ohio plant which caused delays in
shipping, lost sales and lost customers. Net sales for the Mixing Group
increased to $83.1 million in 1997 compared to $78.4 million in 1996, an
increase of $4.7 million ($2.5 million of which related to intercompany sales
to Conover which are eliminated in Consolidation) or 6%. These improvements are
the result of strengthened demand in the Mixing Group's core markets in
comparison to the conditions existing in 1996.
-14-
Gross Profit. Gross profit increased to $38.3 million in 1997 from
$37.4 million in 1996, an increase of $0.9 million or 2.4%. As a percentage
of net sales, gross profit remained virtually unchanged between 1997 and 1996
at 13.6%.
Efforts to improve operations and reduce costs at Rubatex's Bedford
Virginia plant yielded a $5.1 million improvement in gross profit at Bedford;
however, the improvements at Bedford were more than offset by decreased gross
profit at Rubatex's Conover North Carolina plant. The decrease in gross
profit at Conover is the result of start-up difficulties associated with the
relocation of Ensolite production from Mishawaka Indiana to the Conover North
Carolina facility. Such difficulties include: (i) excessive downtime due to
technical difficulties encountered in connection with relocated as well as
newly acquired machinery and equipment; (ii) excessive scrap due to a greater
than expected learning curve associated with running Ensolite material at
Conover; and (iii) training issues associated with the large number of new
employees necessary to support Ensolite production. As a result of the problems
at Conover, Foam Group gross profit decreased to $27.6 million in 1997 from
$30.7 million in 1996, a decrease of $3.1 million or 10.1%.
Management has undertaken steps which it believes will address these
problems, including hiring a new plant manager who is familiar with the
Ensolite production process and materials. Additionally, management is
aggressively implementing proactive maintenance and monitoring programs to
ensure the continuous operation of the machinery and equipment as well as
promoting education and training programs to ensure that employees are able to
carry out their duties while maintaining appropriate control of the
manufacturing process.
Gross profit at the Mixing Group increased to $10.5 million in 1997
from $7.9 million in 1996, an increase of $2.6 million. The improvement in
the Mixing Group's gross profit resulted primarily from the increase in net
sales; however, gross profit as a percentage of net sales also increased to
12.6% in 1997 from 10.1% in 1996. The Company's gross profit was also
positively impacted by credits in the third quarter of 1997 of $1.7 million
related to an employee healthcare cost rebate and certain royalties.
SG&A. SG&A decreased to $28.3 million in 1997 from $30.5 million in
1996, a decrease of $2.2 million or 7.2%. As a percentage of net sales, SG&A
decreased to 10.0% in 1997 from 11.1% in 1996. In 1996, SG&A included $3.4
million of fourth-quarter charges incurred in connection with severance and
other personnel related costs and certain other items. Excluding these 1996
charges, SG&A was $27.1 million in 1996, indicating an increase during 1997 of
$1.2 million or 4.4%. As a percentage of net sales, excluding the 1996
charges, SG&A increased slightly to 10.0% in 1997 from 9.8% in 1996.
Operating Income (Loss). Operating income increased to $5.5 million
in 1997 from an operating loss of $24.6 million in 1996. The operating loss
recorded in 1996 included a loss on impairment of long-lived assets of $26.5
million related to the Bedford operations and additional fourth-quarter charges
of $8.7 million related primarily to inventory write-offs and certain personnel
related costs. Excluding the fourth-quarter charges, operating income decreased
to $5.5 million in 1997 from $10.6 million in 1996, a decrease of $5.1 million.
The decrease, which is attributable to the difficulties encountered at Conover,
would have been greater except for the improvements in the Company's other
operations which partially offset the effects of Conover.
Net Loss. The net loss improved to $29.0 million in 1997 from $35.1
million in 1996, an improvement of $6.1 million or 17.4%. In addition to the
factors discussed elsewhere herein, the net loss in 1997 was impacted by an
increase in interest expense of $1.6 million and charges in the fourth quarter
of $18.8 million to establish a full valuation allowance against the Company's
deferred tax assets and $1.8 million to reflect an extraordinary loss on
extinguishment of debt.
-15-
1996 Compared to 1995
Net Sales. Net sales increased to $275.7 million in 1996 from $272.0
million in 1995, an increase of $3.7 million or 1.4%. Ensolite added $13.9
million in net sales for 1996. Without Ensolite, net sales would have
decreased by $10.2 million or 3.8%. Net sales for the Foam Group, excluding
Ensolite, decreased to $190.6 million in 1996 from $192.8 million in 1995, a
decrease of $2.2 million or 1.1%. The decline in net sales of the Foam Group
is primarily attributable to a decrease in net sales of 6.2% at the Bedford
Virginia operations of Rubatex. Net sales for the Mixing Group decreased to
$78.4 million in 1996 from $86.2 million in 1995, a decrease of $7.8 million
or 9.0% due to a general economic slow down in their markets, resulting in
lower sales volumes and lower price realizations. Additionally, the decline in
net sales in 1996 for the Mixing Group reflects the loss of sales at a major
tire manufacturer who began mixing with his own equipment in 1996.
Gross Profit. Gross profit decreased to $37.4 million in 1996 from
$44.4 million in 1995, a decrease of $7.0 million or 15.8%. As a percentage
of net sales, gross profit decreased to 13.6% in 1996 from 16.3% in 1995.
Ensolite added $3.2 million in gross profit for 1996. Without Ensolite, gross
profit would have decreased by $10.2 million or 23.0%. Each of the Company's
subsidiaries experienced decreases in gross profit except for OleTex which
realized an improvement of 9.4%. Gross profit at Rubatex's Bedford Virginia
operations declined by $8.5 million or 83.3% of the overall decline in 1996
gross profit (excluding Ensolite). Decreases in gross profit resulted from
lower sales volumes, downward pressure on margins due to competitive markets,
and increased costs associated with addressing the quality problems at
Bedford. Additionally, gross profit was impacted by a fourth-quarter charge
of $4.9 million related to certain inventory adjustments. Gross profit in
1996 was also affected by $0.4 million of fourth-quarter charges for
liabilities incurred in connection with severence and other personnel related
costs and certain other items. Excluding the fourth-quarter charges and
including Ensolite, gross profit decreased to $42.7 million, a decrease of
$1.7 million or 3.8%.
SG&A. SG&A increased to $30.5 million in 1996 from $26.3 million in
1995, an increase of $4.2 million or 16.0%. As a percentage of net sales,
SG&A increased to 11.1% in 1996 from 9.7% in 1995. The increase in SG&A
includes $3.4 million of fourth-quarter charges for liabilities incurred in
connection with severance and other personnel related costs and certain other
items. Excluding these charges, SG&A would have been $27.1 million or 9.8% of
net sales in 1996, which represents an increase of $0.8 million or 3.0% over
1995.
Operating Income (Loss). Operating income (loss) decreased to an
operating loss of $24.6 million in 1996 from operating income of $15.6 million
in 1995, a decrease of $40.2 million. In the fourth quarter of 1996, the
Company recorded a loss on impairment of long-lived assets of $26.5 million
related to the Bedford operations. Exclusive of the effects of all of the
aforementioned fourth-quarter charges, operating income decreased to $10.6
million in 1996 from $15.6 million in 1995, a decrease of $5.0 million or
32.1%.
Net Income (Loss). Net income (loss) decreased to a net loss of $35.1
million in 1996 from net income of $2.7 million in 1995, a decrease of $37.8
million. In addition to the effects of the matters referred to above, net
income (loss) was effected by an increase in interest expense of $8.0 million
as a result of : (i) 1996 reflecting a full year of interest expense related
to additional debt incurred in connection with the Acquisition; (ii) increased
borrowings in connection with the Ensolite Acquisition; (iii) increased
borrowings under the revolving credit agreement; and (iv) increased interest
rates. An income tax benefit of $8.3 million in 1996 partially mitigates the
net income effect of the lower profits, fourth-quarter charges and higher
interest expense.
During the fourth quarter of 1997, the Company reevaluated its
deferred tax asset to determine the need for a valuation allowance given the
Company's revised expectations with respect to future taxable income due
primarily to the increased levels of interest associated with the additional
indebtedness incurred in 1997 as well as the expiration dates of the Company's
net operating loss carryforwards. As a result of the foregoing, a valuation
allowance of $18.8 million was recorded in the fourth quarter of 1997. The
Company periodically reviews this valuation allowance and makes required
adjustments as appropriate.
-16-
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity is cash flow from operations
and borrowings under a revolving credit facility. Pursuant to its operating
strategy, the Company maintains minimal or no cash balances and is
substantially dependent upon, among other things, the availability of adequate
working capital financing to support inventories and accounts receivable. On
December 11, 1997, the Company entered into a new credit agreement (the "New
Credit Agreement") which provides for a $25.0 million revolving credit
facility, subject to a borrowing base formula, $2.2 million of which is
reserved for an irrevocable standby letter of credit. As of December 31, 1997,
borrowings against the revolving credit facility were $5.0 million and unused
borrowing capacity was $17.8 million.
The Company is highly leveraged. At December 31, 1997, the Company's
indebtedness was $206.0 million and its stockholder's equity was a deficit of
$9.3 million. For the two and one-half month period ended December 31, 1995
and the years ended December 31, 1996 and 1997, the Company's earnings were
insufficient to cover fixed charges by $5.2 million, $43.3 million, and $14.8
million, respectively. The problems at Conover (see "Results of Operations") had
a negative impact on the Company's results of operations during 1997,
particularly in the fourth quarter. If improvements in Conover's operating
performance do not materialize during 1998, the Company may be required to take
additional measures to ensure the availability of sufficient cash to sustain
operations. Such measures may include, among other things, reducing or delaying
capital expenditures, selling assets, restructuring or refinancing its
indebtedness, or seeking additional equity capital. There is no assurance that
any of these measures can be effected on satisfactory terms, if at all.
Cash Flow From Operating Activities. Cash used in operating
activities was $2.4 million in 1997 compared to cash provided of $9.1 million
in 1996. Accounts receivable and inventory increased by a total of $5.5
million during 1997 compared to a decrease of $13.6 million in 1996. Cash
flow from operating activities in 1997 also reflects cash of $1.3 million
provided by an employee healthcare cost rebate of $0.8 million and cash
royalties received of $0.5 million.
Cash Flow From Investing Activities. Cash used in investing
activities was $16.7 million in 1997 compared to $33.8 million in 1996. Cash
used in connection with the acquisition of Ensolite totaled $23.5 million,
$22.0 million of which was spent in 1996 with the remainder spent in 1997.
Capital expenditures were $15.6 million in 1997 compared to $11.8 million in
1996. The Company intends to continue its strategy of investing in improved
plant and equipment with planned capital expenditures of approximately $7.0
million in 1998. Such capital expenditures will be financed through cash from
operations and borrowings under the New Credit Agreement. Expansion at
Rubatex's Conover North Carolina plant and relocation of Ensolite from
Mishawaka Indiana accounted for a substantial portion of the 1997 capital
expenditures.
Cash Flow From Financing Activities. Cash provided by financing
activities was $16.0 million in 1997 compared to $22.2 million in 1996. In
the fourth quarter of 1997, the Company issued $100.0 million in 12.0% Senior
Secured Notes. The proceeds of the Senior Secured Notes were used to repay
the Term Notes, the outstanding indebtedness under the previous credit
agreement, and pay issuance costs.
During 1998, interest payments in connection with the Senior Secured
Notes and Senior Subordinated Notes are required as follows: $5.6 million in
April; $6.0 million in July; and $5.6 million in October. The Senior Secured
Notes and the Senior Subordinated Notes mature as follows: $100 million in
January 2003 and $100 million in October 2005.
The Company believes that it will generate sufficient cash flow from
operations, as supplemented by its available borrowings under the New
Revolving Credit Facility, to meet required interest payments and meet working
capital and capital expenditures requirements through December 31, 1998 and
for the foreseeable future.
-17-
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization.
Adjusted Earnings before interest, taxes, depreciation, and amortization
("Adjusted EBITDA"), decreased to $22.4 million in 1997 from $22.9 million in
1996, a decrease of $0.5 million or 2.2%.
Management believes EBITDA is one indicator of a company's liquidity;
however, EBITDA, as presented above, may not be comparable to similarly titled
measures of other companies unless such measures are calculated in
substantially the same fashion. The Company believes that EBITDA, as one
indicator of a company's liquidity, provides useful information, but does not
represent cash available to service debt. EBITDA should not be considered in
isolation or as a substitute for the information presented in the Company's
consolidated statement of operations prepared in accordance with generally
accepted accounting principles. For example, EBITDA should not be considered
an alternative to net income as an indicator of operating performance or an
alternative to the use of cash flows as a measure of liquidity. Moreover,
EBITDA does not reflect, as does cash flow from operations, the cash needed to
support changes in working capital.
The Company's indebtedness contains certain restrictions which, among
other things, restrict its ability to incur additional indebtedness, issue
preferred stock, incur liens, pay dividends, make certain other restricted
payments, consummate certain asset sales, enter into certain transactions with
affiliates, merge or consolidate with any other person or sell, assign,
transfer, lease, convey or otherwise dispose of substantially all of its
assets. In addition, the Company's indebtedness contains certain financial
covenants including maintenance of a consolidated interest expense coverage
ratio, a leverage ratio, and maintenance of a minimum level of earnings before
interest, taxes, depreciation and amortization. The financial covenants to
which the Company is subject which are contained in the New Credit Agreement
become more restrictive during 1998. The Company was in compliance with all
terms of its indebtedness at December 31, 1997.
YEAR 2000
The arrival of the year 2000 poses a unique challenge to all
enterprises which depend on computers, computer software and other equipment
including machinery and equipment utilizing microprocessors in conducting
their normal operations. As the year 2000 approaches, such systems may become
unable to function properly or may even fail completely as the result of
programming which recognizes dates using only two digits rather than four.
Consequently, operations could be disrupted or temporarily halted if the
deficiencies in such systems are not corrected in a timely manner.
The Company is undertaking a comprehensive assessment and corrective
action program designed to ensure that its essential systems will
appropriately recognize the year 2000. Beginning in 1995, the Company started
a project to replace substantially all of its primary business systems.
Management estimates that this project will be completed by the end of the
first quarter of 1999. Although the costs incurred in connection with this
project would have been incurred regardless of the existence of year 2000
issues, the replacement project is expected to provide year 2000 compliance
with respect to such systems. The Company estimates capital expenditures of
approximately $3.3 million in connection with updating its primary business
systems. Corrective action related to the Company's other essential systems
and equipment is also expected to be completed by the end of the first quarter
of 1999.
The Company's assessment of the impact of year 2000 issues and the
related timing associated with the completion of efforts intended to resolve
year 2000 issues are based on management's estimates, which were developed
utilizing certain assumptions with respect to future events. Based on these
estimates and assumptions, management believes it will achieve year 2000
readiness in a timely manner for essential systems. However, actual
circumstances could differ from those anticipated by management thereby
altering the timetable for completion, the effectiveness of implementation and
the related costs of year 2000 compliance programs.
-18-
ENVIRONMENTAL MATTERS
The Company is subject to a wide variety of federal, state and local
environmental laws and regulations ("Environmental Laws") which continue to be
adopted and amended. These Environmental Laws regulate, among other things,
air and water emissions and discharges at the Company's manufacturing
facilities; the generation, storage, treatment, transportation and disposal of
solid and hazardous waste by the Company, the release of hazardous substances,
pollutants and contaminants into the environment at properties operated by the
Company and at other sites; and, in some circumstances, the environmental
condition of property prior to transfer or sale to the Company. Risks of
significant environmental costs and liabilities are inherent in the operations
and facilities of the Company, as well as other participants in the industry.
The Company believes, however, that its current operations are in substantial
compliance with Environmental Laws.
The Company anticipates capital expenditures of approximately $1.7
million in the aggregate over the next three to five years relating to
environmental matters. These expenditures include, among other things, making
improvements in the Company's underground storage tank systems, designing and
installing air emission control equipment and implementing spill control
plans. As a result of internal evaluations and discussions with its advisors
and consultants, the Company estimates that the cost of the Company's known
potential environmental liabilities ranges from $1.8 million to $2.9 million.
Based on the reasonably expected amount of such liabilities, the Company has
established a reserve on its balance sheet for environmental liabilities,
which as of December 31, 1997 was approximately $2.1 million. Management
believes such amounts, under existing laws and regulations, are adequate to
cover presently identified environmental liabilities, but no assurance can be
given that such amounts will be adequate to cover the ultimate costs of these
liabilities, or the cost of environmental liabilities that may arise or be
identified in the future. Although management expects that any cash outlays
with respect to such matters would be made over a number of years, the timing
of any such expenditures cannot be determined.
The Company has been named as a "potentially responsible party" at two
federal "Superfund" sites and one other site where its wastes are alleged to
have been disposed of. Based upon information known to the Company concerning
the size of these sites, their years of operation, the number of past users
and the characteristics of the Company's waste streams, management believes
that the Company's proportionate share of the cost of the necessary
investigation and eventual remedial work that may need to be performed at such
sites will not be material. A"potentially responsible party" under applicable
federal regulations would have joint and several liability for the total costs
of any cleanup or other remediation. The Company does not presently have any
cost sharing arrangements with any other potentially responsible parties.
However, the Company has no reasonable basis to believe that any other
potentially responsible party will be unable to make its pro rata contribution
with respect to any cleanup or other remediation.
During 1997, the North Carolina Department of Environment and Natural
Resources asserted that the Company's Conover North Carolina plant was in
violation of the visible emissions requirement of that state's clean air act
and assessed a minimal penalty. The Company is currently investigating the
problem and has hired a consulting firm to identify potential methods of
complying with the state's visible emissions requirements. The Company
believes that add-on pollution control technology is available which would
allow the Company to comply with such requirements. A report from the
consultant is due in the second quarter of 1998.
The Company's leased Barberton, Ohio facility was listed in the
Comprehensive Environmental Response, Compensation and Liability Information
System ("CERCLIS") index with the designation "No Further Remedial Action
Planned." However, such facility was delisted from the CERCLIS index on
August 31, 1995, based on a follow-up site investigation that year by a United
Stated Environment Protection Agency ("U.S. EPA") contractor. The property
remains identified on the Ohio 1994 Master Sites List, with a designation of
"medium priority." The Ohio EPA issued a complaint with respect to the
Barberton facility in 1991 and, although such complaint remains open, the
Company believes that all noted items have been corrected. Although some
further investigation or cleanup of the site may be required, the Company does
not expect that the costs of those activities would have a material adverse
effect on the Company's financial condition, operations or liquidity. Any
such costs would likely be incurred over several years.
-19-
IMPACT OF INFLATION
The Company believes that inflation has not had a significant effect
on its results of operations over the periods presented. Many of the
Company's raw materials are petrochemical derivatives. Substantial increases
in costs of such materials could adversely affect the operations of the
Company, although the Company believes such cost increases could be passed
onto customers in less than a one year period.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
The information herein may include "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities and Exchange Act of 1934. All statements, other than
statements of historical facts included herein, regarding the Company's
financial position, business strategy and cost cutting plans may constitute
forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements arc reasonable, it
can give no assurance that such expectations will prove to have been correct.
Actual results could differ materially from the Company's expectations.
Information on significant potential risks and uncertainties not discussed
herein may be found in the Company's filings with the Securities and Exchange
Commission including its Prospectus dated May 2, 1996.
New Accounting Standards
In June, 1997, the Financial Accounting Standards Boards ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." This statement establishes standards for reporting and
display of comprehensive income and its components in a full set of general-
purpose financial statements. The statement becomes effective for the Company in
1998.
Also in June, 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." This statement requires
public business enterprises to report financial and descriptive information
about its reportable operating segments in annual financial statements and
requires that those enterprises report selected information about reportable
operating segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. The statement becomes effective for the
Company in 1998.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's 1997 consolidated financial statements are presented on
pages F-1 through F-20 of this Annual Report on Form 10K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
-20-
PART III
RBX CORPORATION
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is the name, age as of December 31, 1997, and a brief
account of the business experience of each person who is, or was at December
31, 1997, a director or executive officer of the Company.
Name Age Position
---- --- --------
Frank H. Roland 62 President, Chief Executive Officer and
Director
John C. Cantlin 49 Vice President, Chief Financial Officer and
Treasurer
Mark T. Dobbins 52 Vice President - Human Resources
Timothy J. Bernlohr 38 Vice President - Sales and Marketing
Alfred H. Turner 57 Vice President - Information Systems
Harry L. Schickling 59 Vice President and Secretary
Tom H. Barrett 67 Chairman of the Board and Director
W. Richard Bingham 62 Director
Theodore C. Rogers 63 Director
Lawrence W. Ward, Jr. 45 Director
Robert J. Klein 33 Director
Steven W. Schaefer 60 Director
Mr. Roland has been the President and Chief Executive Officer of the
Company since October 1996. He became President of Rubatex in April 1995. The
former President of Halstead, Mr. Roland joined the Company in January 1995
upon the Company's acquisition of Halstead Corporation, a subsidiary of
Halstead. Mr. Roland joined Halstead in May 1989 as Chief Financial Officer
and Treasurer and was promoted to President in April 1992. Prior to his
employment with Halstead, he served in various executive capacities with H. H.
Roberston Co. and United Dominion Industries, Inc.
Mr. Cantlin has been a Vice President of the Company since September
1997. Prior to joining the Company, Mr. Cantlin spent seven years as the
Executive Vice President of Finance and Corporate Secretary of Stockham
Valves, Inc. He also has ten years experience as Chief Financial Officer of
several divisions of FMC Corporation.
Mr. Dobbins has been a Vice President of the Company since November
1996. Between 1991 and 1996, Mr. Dobbins was Vice President -- Human Resources
for Halstead Industries, Inc. Prior to 1991, Mr. Dobbins spent seven years as
Director of Training and Industrial Relations as well as Director
International Human Resources for ICI Americas Corporation. Prior experience
included Vice President -- Human Resources Engineered Products/ITT Grinnell and
various human resource assignments with Cutler-Hammer Corporation and Masonite
Corporation.
Mr. Bernlohr has been a Vice President of the Company since May 1997.
Prior to joining the Company, Mr. Bernlohr spent 16 years with Armstrong World
Industries ("Armstrong") and spent his last five years at Armstrong as
Division Sales & Marketing Manager for North America.
Mr. Turner has been a Vice President of the Company since July 1997.
Prior to joining the Company, Mr. Turner spent four years as the Director of
Information Systems for OSI, Specialities Division of Witco Chemical
Corporation. Prior to 1993, Mr. Turner held the Senior Information Services
role at TRACO, Robertson-Ceco Corporation and Amca Corporation.
-21-
Mr. Schickling has been a Vice President of the Company since 1990. He
joined the Company in 1980 as Manager of Software Systems and also held the
position of Environmental and Legal Director before his promotion to Vice
President. Immediately before coming to the Company, Mr. Schickling headed the
Navy Field Engineering Office in Charleston, SC. Prior to that he held various
positions with Honeywell, Inc., Sears Roebuck & Company and the U.S. Navy.
Mr. Barrett has been a director of the Company since the Acquisition.
Mr. Barrett is the former Chairman, President and Chief Executive Officer of
Goodyear Tire & Rubber Company, where he also served in various executive
capacities from 1953 to 1991. Mr. Barrett joined AIP in 1992 and is a limited
partner of American Industrial Partners II, L.P. ("AIP-LP"), the general
partner of AIP-CF, and is a director and officer of American Industrial
Partners Corporation ("AIPCorp."), and a director of AO Smith Corporation,
Rubbermaid Inc. and Air Products & Chemicals, Inc. He is also a trustee of
Mutual Life Insurance Company of New York.
Mr. Bingham has been a director of the Company since the Acquisition.
Mr. Bingham co-founded AIP and has been a director and officer of the firm
since 1989. He is also a limited partner of AIP-LP and an officer and director
of AIPCorp. Prior to co-founding AIP, Mr. Bingham was a Managing Director of
Shearson Lehman Brothers Inc. from 1984 until late 1987. Prior to joining
Shearson Lehman Brothers, Mr. Bingham was director of the Corporate Finance
Department, member of the Board, and, most recently, head of Mergers and
Acquisitions at Lehman Brothers Kuhn Loeb Inc. Prior thereto, he directed
investment banking operations at Kuhn Loeb & Company where he was a partner
and member of the Board and Executive Committee. Mr. Bingham is currently a
director of Sweetheart Holdings Inc. ("Sweetheart"), Stanadyne Automotive
Corp. ("Stanadyne") and Bucyrus International, Inc. ("Bucyrus"). He formerly
served on the boards of Avis, Inc., ITT Life Insurance Corporation and Valero
Energy Corporation.
Mr. Rogers has been a director of the Company since the Acquisition.
Mr. Rogers co-founded AIP and has been a director and officer of the firm
since 1989. He is also a limited partner of AIP-LP and an officer and director
of AIPCorp. From 1980 to 1987, he served as Chairman, President and Chief
Executive Officer of NL Industries, Inc., a petroleum service and chemical
company. Mr. Rogers is a former director of Allied Stores Corporation,
Allied-Signal Inc., Parsons Corporation, MCorp and Southwest Bancshares Inc.
He is currently a director of Easco, Sweetheart, Stanadyne, Bucyrus and Derby
International.
Mr. Ward has been a director of the Company since the Acquisition. Mr.
Ward has been an employee of AIP since 1992. From 1989 to 1992, he was Vice
President and Chief Financial Officer of Plantronics, Inc., a
telecommunications equipment company, and from 1980 to 1989, he held several
investment banking positions at Kidder, Peabody & Co., Incorporated, including
Senior Vice President. Mr. Ward is a director of Easco, Stanadyne, Sweetheart
and Bucyrus.
Mr. Klein has been a director of the Company since the Acquisition.
Mr. Klein has been an employee of AIP since 1992. From 1991 to 1992, he was an
associate at The First Boston Corporation and prior thereto was an associate
with Acadia Partners, L.P. From 1986 to 1988, he served as a financial analyst
in the mergers and acquisitions department of Morgan Stanley & Co.
Incorporated. Mr. Klein is a director of Easco.
Mr. Schaefer is the former President and Chief Executive Officer of
the Company, where he served from April 1993 to October 1996. Between 1983 and
1993, Mr. Schaefer was employed at Occidental Petroleum Corporation in a
variety of officer positions, including Vice President, Occidental Petroleum
Corp.; Executive Vice President, Polymers and Plastics Division; and Senior
Vice President, PVC Products Division. Prior to 1983, Mr. Schaefer held a
variety of line and senior management positions at Diamond Shamrock, most
recently as Corporate Director, Human Resources and Vice President and General
Manager, Plastics Division.
-22-
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth
information concerning the compensation for Mr. Roland and the four
other most highly compensated officers of the Company.
SUMMARY COMPENSATION TABLE
Annual Compensation
----------------------- All Other
Year Salary Bonus Compensation
--------- ---------- --------- ----------------
Frank H. Roland, President and Chief
Executive Officer and Director (8) 1997 $330,000 - $4,101 (1)
1996 288,919 - 4,134 (1)
John C. Cantlin, Vice President, Chief
Financial Officer and Treasurer (9) 1997 $63,333 (5) $25,000 (2) $118 (1)/$15,833 (3)
1996 - - -
Timothy J. Bernlohr, Vice President --
Marketing and Sales (10) 1997 $112,500 (6) $30,000 (2) $236 (1)/$77,000 (4)
1996 - - -
Mark T. Dobbins, Vice President --
Human Resources 1997 $150,000 - $354 (1)
1996 - - -
Alfred H. Turner, Vice President --
Information Systems 1997 $104,167 (7) - $268 (1)/$10,425 (3)
1996 - - -
Harry L. Schickling, Vice President --
Adminsitration and Secretary 1997 $125,000 - $3,479 (1)
1996 - - -
(1) Reflects term life insurance premiums paid by the Company
and amounts contributed under the Company's 401(k) plan for
each executive.
(2) Reflects guaranteed minimum bonus for 1997.
(3) Reflects signing bonus.
(4) Reflects payments made by the Company to compensate Mr. Bernlohr for
the forfeiture of stock options and performance restricted shares of
his prior employer (of which $38,500 was paid at the end of his first
month of employment and $38,500 will be paid January 1, 1998).
(5) Reflects Mr. Cantlin's earnings from September 1997 (when he joined the
Company) through December 1997. His annual salary is $190,000.
(6) Reflects Mr. Bernlohr's earnings from May 1997 (when he joined the
Company) through December 1997. His annual salary is $150,000.
(7) Reflects Mr. Turner's earnings from July 1997 (when he joined the
Company) through December 1997. His annual salary is $125,100
(8) Steven W. Schaefer, who served as President and Chief Executive Officer
of the Company until October 1996, was paid salary, bonus, and all other
compensation of $341,195, $0, and $4,134, respectively, in 1996.
(9) Mr. Cantlin's predecessor, Thomas F. Lemker, was paid salary, bonus, and
all other compensation of $179,586, $0, and $4,134(1), respectively, in
1996.
(10) Mr. Bernlohr's predecessor, Roger C. Dickson was paid salary, bonus, and
all other compensation of $168,329, $0, and $4,134(1), respectively in
1996.
Stock Options and Stock Appreciation Rights ("SARs"). No options to
acquire common stock, $.01 par value, of RBX Group (the "Common Stock") or
SARs were granted to any named executive officer of the Company during the
year ended December 31, 1997. The following table provides information on
options exercised during 1997 for the named executive officers and the value
of such unexercised options as of the end of such year. No SARs were
outstanding in 1997.
-23-
AGGREGATED OPTION EXERCISES FOR 1997 AND OPTION VALUES AS
OF DECEMBER 31, 1997 TABLE(1)
Number of Securities Value of Unexercised
Shares Underlying Unexercised Options In-the-Money Options
Acquired on Value as of December 31, 1997 as of December 31, 1997
Exercise Realized($) (#) Exercisable/Unexercisable(1) ($) Exercisable/Unexercisable(2)
----------- ----------- -------------------------------- --------------------------------
Frank H. Roland....... 0 0 5,223 / 5,100 $391,725 / $0
Harry L. Schickling... 0 0 3,176 / 900 $238,200 / $0
(1) Represents outstanding Rollover Options (as defined) and Incentive
Options (as defined).
(2) Amounts shown are based on the estimated fair value of the Common Stock
as of December 31, 1997 at $100 per share
Rollover Options. At the time of the Acquisition, certain options held
by management were converted into options to acquire common stock of RBX Group
(the "Rollover Options").
Incentive Options. On October 16, 1995, the Board of Directors of RBX
Group adopted the Management Stock Option Plan (the "Management Stock Option
Plan"). The purposes of the Management Stock Option Plan are to motivate and
retain certain management employees of the Company and its subsidiaries and
attract and retain talented individuals as employees by allowing them to
acquire an ownership interest in the Company. The Management Stock Option Plan
provides for the grant of up to 40,000 stock options (the "Incentive
Options"), subject to adjustment for stock splits and similar capital changes.
As of December 31, 1997, 12,600 Incentive Options were outstanding and 27,400
Incentive Options were available for future grants.
The Chief Executive Officer administers the Management Stock Option
Plan subject to the review and approval of the Board of Directors. On October
16, 1995, awards of Incentive Options were granted to certain management
employees of the Company as determined by the Chief Executive Officer (and
approved by the Board of Directors) who administers the Management Stock
Option Plan. The term of any Incentive Option shall not exceed ten years.
Options under the Management Stock Option Plan are not intended to be
"incentive stock options" within the meaning of Section 422A of the Internal
Revenue Code or any successor provisions.
The Board of Directors selects the participants and establishes the
terms and conditions of each Incentive Option grant.
PENSION PLANS
Pension Plans. The Company maintains a noncontributory defined
benefit pension plan (the "Plan") covering certain of the Company's employees,
including the executive officers listed in the foregoing tables. The accrued
monthly benefit ordinarily payable under the Plan is equal to 1/12 multiplied
by: (i) 0.5% of the average compensation (including merit bonuses) received by
a participant during the five consecutive calendar years of employment that
would produce the highest such average (the "Final Average Compensation")
times the years of service of the participant with the Company and certain
related or predecessor employers not in excess of 35 years ("Years of Benefit
Service") plus (ii) 0.5% of the Final Average Compensation that is in excess
of the Social Security taxable wage base times Years of Benefit Service.
The compensation covered by the Plan generally corresponds to the
annual salary and merit bonus amounts reported in the preceding summary
compensation table. For calendar years starting on and after January 1, 1994,
the
-24-
total compensation that can be considered for any purpose under the Plan (the
"Pay Limit") is limited to $150,000 pursuant to requirements imposed by the
Internal Revenue Code of 1986, as amended (the "Code"). The Code also places
certain other limitations on the annual benefits that may be paid under the
Plan. However, the benefits payable under the Plan are not reduced for any
Social Security payments that may be received by a participant.
The Company has also adopted an unfunded supplemental retirement plan
for certain designated employees (the "SERP") which is designed to supplement
the benefits payable to participants under the Plan and certain other plans of
the Company. The annual benefit ordinarily payable under the SERP is equal to
50% of the participant's Final Average Compensation (as determined under the
Plan), calculated based on a maximum compensation of $235,840 (or, if greater,
the amount of the Pay Limit then in effect), but reduced by (i) the sum of all
benefits under the Plan and any other qualified plans maintained by the
Company, (ii) the amount of monthly Social Security benefit payments received
by the participant, and (iii) the amount of any long-term disability payments
to the participant. The SERP has the effect of establishing a minimum pension
level for participating executives, regardless of participation in the
Qualified Plans.
The estimated annual benefits payable under the Plan (as a straight
life annuity commencing at age 65) for employees not covered by the SERP are
illustrated below:
Years of Service
----------------
Final Average Compensation(1) 15 20 25 30 35
- ----------------------------- -- -- -- -- --
$125,000 $16,682 $22,242 $27,803 $33,364 $38,924
150,000 and above 20,432 27,242 34,053 40,864 47,674
(1) Annual covered compensation is assumed to be $27,576, the 1997 value
for a participant age 65. All pay is assumed to be capped at the
401(a)(17) pay limit of $150,000. No grandfathered benefits are
included in the calculations for past pay cap levels.
DIRECTOR COMPENSATION
Mr. Barrett receives an annual fee of $150,000 for his service as
Chairman of the Board of Directors. Mr. Schaefer receives an annual retainer
of $15,000, plus $1,000 per meeting of the Board of the Directors. All other
Directors currently do not receive a fee or an annual retainer for their
services as Directors. Each of the Directors are reimbursed for out-of-pocket
expenses incurred in connection with attending meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There is currently no compensation committee of the Board of
Directors. The Board of Directors make compensation decisions for executive
officers. In general, the principal decisions respecting compensation of
executive officers are made by the Board of Directors. Mr. Roland is a
Director but does not participate in any vote regarding his own compensation.
EMPLOYMENT AGREEMENTS
Mr. Cantlin is party to an employment arrangement which remains in
effect at least until September 1, 2000, unless terminated earlier for cause.
The arrangement provides for a base salary of $190,000 and incentive
compensation based on the Company's financial performance.
Mr. Bernlohr is party to an employment arrangement which remains in
effect at least until April 1, 2000, unless terminated earlier for cause. The
arrangement provides for an annual base salary of $150,000 and incentive
compensation based on the Company's performance.
Mr. Dobbins is party to an employment arrangement which remains in
effect at least until November 18, 1999, unless terminated earlier for cause.
The arrangement provides for an annual base salary of $150,000 and incentive
compensation based on the Company's performance.
-25-
Mr. Turner is party to an employment arrangement which remains in
effect at least until March 1, 2000, unless terminated earlier for cause. The
arrangement provides for an annual base salary of $125,100 and incentive
compensation based on the Company's performance.
-26-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1997, RBX Group was the only holder of record of
shares of the Company's common stock, par value $.01 per share. As of December
31, 1997, there were 15 holders of record of shares of Common Stock of RBX
Group. The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 13, 1998, assuming the exercise of stock
options exercisable within 60 days of such date, by (i) each person who is
known by the Company to be the beneficial owner of more than 5% of the Common
Stock, (ii) each of the Company's directors and the named executive officers
in the Summary Compensation Table and (iii) all directors and executive
officers as a group. To the knowledge of the Company, each stockholder has
sole voting and investment power as to the shares of Common Stock shown unless
otherwise noted. Except as indicated below, the address for each such person
is c/o RBX Corporation, 5221 ValleyPark Drive, Roanoke, Virginia 24019.
Name Number(1) Percentage(2)
---- --------- -------------
American Industrial Partners Capital
Fund II, L.P.(3)(4) 394,275 78.9%
American Industrial Partners Capital
Fund, L.P.(3)(4) 100,000 20.0%
Frank H. Roland(5) 5,223 1.0%
Tom H. Barrett 1,000 *
W. Richard Bingham(4) 494,275 98.9%
Theodore C. Rogers(4) 494,275 98.9%
Lawrence W. Ward, Jr 100 *
Robert J. Klein 150 *
All directors and executive officers
as a group (12 persons)(6) 508,590 99.3%
- ----------
* Represents less than 1%.
(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the
Securities and Exchange Commission. In computing the number of shares of
Common Stock beneficially owned by a person and the percentage of
beneficial ownership of that person, shares of Common Stock subject to
options held by that person that are currently exercisable or exercisable
within 60 days are deemed outstanding. Such shares, however, are not
deemed outstanding for the purposes of computing the percentage ownership
of each other person. The persons named in this table have sole voting
and investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where
applicable and except as indicated in the other footnotes to this table.
(2) Based upon 499,275 shares of Common Stock outstanding as of March 13,
1998.
(3) The address of such entities is One Maritime Plaza, Suite 2525, San
Francisco, CA 94111.
(4) Messrs. Bingham and Rogers share investment and voting power with respect
to the securities owned by AIP-CF and American Industrial Partners
Capital Fund, L.P., but each disclaims beneficial ownership of any shares
of Common Stock. The business address of Mr. Bingham is One Maritime
Plaza, Suite 2525, San Francisco, CA 94111, and the business address of
Mr. Rogers is 551 Fifth Avenue, Suite 3800, New York, NY 10176.
(5) Represents shares of Common Stock which are issuable upon exercise of
options within 60 days of the date hereof.
(6) Includes an aggregate of 29,436 shares of Common Stock held by directors
and past and present executive officers which are issuable upon exercise
of options exercisable within 60 days of the date hereof.
The total amount of authorized capital stock of the Company is 1,000
shares of common stock, $0.01 par value per share, and no shares of preferred
stock. The total amount of authorized capital stock of the RBX Group is
1,000,000 shares of Common Stock, 100,000 shares of preferred stock, par value
$0.01 per share (the "Preferred Stock") and 90,000 shares of non-voting Series
A preferred stock, par value $0.01 per share (the "Series A Preferred Stock").
As of December 31, 1997, 1,000 shares of the Company's Common Stock were
issued and outstanding, 499,275 shares of RBX Group's Common Stock were issued
and outstanding and 90,000 shares of RBX Group's Series A Preferred Stock were
issued and outstanding. All of the issued and outstanding shares of Series A
Preferred are held by AEA Investors, Inc. or affiliates thereof.
-27-
The issued and outstanding shares of the Company's common stock are
validly issued, fully paid and nonassessable. The holders of outstanding
shares of the Company's common stock are entitled to receive dividends out of
assets legally available therefor at such times and in such amounts as the
Board of Directors may from time to time determine. The shares of the
Company's common stock are neither redeemable nor convertible, and the holders
thereof have no preemptive or subscription rights to purchase any securities
of the Company. Upon liquidation, dissolution or winding up of the Company,
the holders of the Company's common stock are entitled to receive pro rata the
assets of the Company which are legally available for distribution, after
payment of all debts and other liabilities and subject to the prior rights of
any holders of any preferred stock then outstanding. Each outstanding share of
the Company's common stock is entitled to one vote on all matters submitted to
a vote of stockholders.
-28-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ACQUISITION ARRANGEMENTS
In connection with the Acquisition, RBX Group, AIP-CF, certain related
investors and management investors have entered into a stockholders' agreement
(the "Stockholders' Agreement") pursuant to which such persons were granted
certain registration rights and participation rights. Pursuant to the
Stockholders' Agreement, AIP-CF has the right to elect the majority of the
directors of RBX Group.
At the close of the Acquisition, American Industrial Partners ("AIP"),
a Delaware general partnership and affiliate of AIP-CF, was paid a fee of $2.0
million and reimbursed for out-of-pocket expenses in connection with the
negotiation of the acquisition agreement and for providing certain investment
banking services to the Company including the arrangement and negotiation of
the terms of the acquisition financing and for other financial advisory and
management consulting services.
Upon the closing of the Ensolite Acquisition, the Company paid a fee
of $400,000 to AIP and reimbursed AIP for its out-of-pocket expenses in
connection with the negotiation of the Ensolite Acquisition and for providing
certain investment banking services to the Company, including the arrangement
and negotiation of the terms of the related agreements and financing.
MANAGEMENT SERVICES AGREEMENT
AIP has provided, and expects to provide, substantial ongoing
financial and management services to the Company utilizing the extensive
operating and financial experience of AIP's principals. AIP receives an
annual fee of $850,000 for providing general management, financial and other
corporate advisory services to the Company, payable semiannually, and is
reimbursed for out-of-pocket expenses. The fees are paid to AIP pursuant to a
management services agreement among AIP, RBX Group, the Company and the
Company's subsidiaries and are subordinated in right of payment to the Senior
Secured Notes, the New Credit Agreement and the Senior Subordinated Notes.
-29-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
See Part II
(a)(2) FINANCIAL STATEMENT SCHEDULES
RBX CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
Balance at Charged to Balance at
Description Beginning of Year Costs and Expenses Deductions (a) End of Year
- ----------- ----------------- ------------------ -------------- -----------
Allowance for
doubtful accounts:
1997 $1,337 $645 $477 $1,505
1996 $1,678 $531 $872 $1,337
1995(b) 2,436 417 1,175 1,678
(a) Accounts charged off during the year, net of recoveries of accounts
previously charged off.
(b) 1995 amounts have been combined for the Company and the Predecessor as
defined in Note 1 to the consolidated financial statements.
(a)(3) EXHIBITS
EXHIBIT NO. ITEM
- ----------- -------------------------------------------------------------
3.1 Certificate of Incorporation of RBX Corporation.*
3.2 By-laws of RBX Corporation.*
4.1 Indenture, dated as of October 16, 1995, among RBX
Corporation, each Subsidiary Guarantor and United States Trust
Company of New York, as Trustee.*
4.2 Forms of Series A and Series B 11 1/4% Senior Subordinated
Notes including the Form of Subsidiary Guarantees.*
-30-
4.3 Purchase Agreement, dated as of October 6, 1995, among RBX
Corporation, each Subsidiary Guarantor (effective as of
October 16, 1995), Donaldson, Lufkin & Jenrette Securities
Corporation and Chemical Securities Inc.*
4.4 Registration Rights Agreement, dated as of October 16, 1995,
by and among RBX Corporation, each Subsidiary Guarantor,
Donaldson, Lufkin & Jenrette Securities Corporation and
Chemical Securities Inc.*
4.5 Stockholders Agreement, dated as of October 16, 1995, among
RBX Group, Inc., American Industrial Partners Capital Fund II,
L.P. and certain other signatories thereto.*
4.6 Securities Purchase Agreement, dated as of June 10, 1996,
among RBX Group, Inc. and American Industrial Partners Capital
Fund, L.P.**
4.7 Stockholders Agreement, dated as of June 10, 1996, among RBX
Group, Inc. and American Industrial Partners Capital Fund,
L.P.**
4.8 Indenture, dated as of December 11, 1997, among RBX
Corporation, each Subsidiary Guarantor and State Street Bank
and Trust Company, as trustee (the "Trustee").
4.9 Forms of 12% Series A and Series Senior Secured Notes
including the Form of Subsidiary Guarantees.
4.10 Purchase Agreement, dated as of December 5, 1997, among RBX
Corporation, each Subsidiary Guarantor (effective as of
October 16, 1995), Donaldson, Lufkin & Jenrette Securities
Corporation and Chase Securities Inc.
4.11 Registration Rights Agreement, dated as of December 11, 1997,
by and among RBX Corporation, each Subsidiary Guarantor,
Donaldson, Lufkin & Jenrette Securities Corporation and Chase
Securities Inc.
4.12 Company Security Agreement, dated as of December 11, 1997,
made by RBX Corporation in favor of the Trustee.
4.13 Company Pledge Agreement, dated as of December 11, 1997, made
by RBX Corporation in favor of the Trustee.
4.14 Company Copyright Security Agreement, dated as of December 11,
1997, made by RBX Corporation in favor of the Trustee.
4.15 Company Patent Security Agreement, dated as of December 11,
1997, made by RBX Corporation in favor of the Trustee.
4.16 Company Trademark Security Agreement, dated as of December 11,
1997, made by RBX Corporation in favor of the Trustee.
4.17 Subsidiaries' Security Agreement, dated as of December 11,
1997, made by each of the Subsidiary Guarantors in favor of
the Trustee.
4.18 Subsidiaries' Pledge Agreement, dated as of December 11, 1997,
made by each of the Subsidiary Guarantors in favor of the
Trustee.
4.19 Subsidiaries' Copyright Security Agreement, dated as of
December 11, 1997, made by each of the Subsidiary Guarantors
in favor of the Trustee.
-31-
4.20 Subsidiaries' Patent Security Agreement, dated as of December
11, 1997, made by each of the Subsidiary Guarantors in favor
of the Trustee.
4.21 Subsidiaries' Trademark Security Agreement, dated as of
December 11, 1997, made by each of the Subsidiary Guarantors
in favor of the Trustee.
10.1 Credit Agreement, dated as of December 11, 1997, among RBX
Corporation, the several banks and other financial
institutions from time to time parties thereto (the "Lenders")
and The Chase Manhattan Bank, as agent (the "Agent").
10.2 Senior Security Agreement, dated as of December 11, 1997, made
by RBX Corporation and each of the Subsidiary Guarantors in
favor of the Agent.
10.3 Guarantee Agreement, dated as of December 11, 1997, made by
each of the Subsidiary Guarantors in favor of the Agent.
10.4 Intercreditor Agreement, dated as of December 11, 1997, by and
among RBX Corporation, each of the Subsidiary Guarantors, the
Agent and the Trustee.
10.5 Agreement and Plan of Merger, dated as of August 2, 1995, by
and among RBX Investors, Inc., RBX Group, Inc., RBX-AIP
Acquisition, Inc. and AEA Investors, Inc.*
10.6 Amendment to Agreement and Plan of Merger, dated as of
September 25, 1995, by and among RBX Investors, Inc., RBX
Group, Inc., RBX-AIP Acquisition, Inc. and AEA Investors,
Inc.*
10.7 Management Services Agreement, dated as of October 16, 1996,
by and among RBX Group, Inc., RBX Corporation, each of the
Subsidiary Guarantors, and American Industrial Partners.*
10.8 Management Stock Option Plan Adopted by the Board of Directors
of RBX Group, Inc. as of October 16, 1995.*
10.9 Employment Agreement between RBX Corporation and John C.
Cantlin.
10.10 Employment Agreement between RBX Corporation and Tim Bernlohr.
10.11 Employment Agreement between RBX Corporation and Mark T.
Dobbins.
10.12 Employment Agreement between RBX Corporation and Alfred H.
Turner.
10.13 Executive Employees Supplemental Retirement Plan as Amended
and Restated December 15, 1993.*
10.14 Pension Plan effective as of January 1, 1991.*
12.1 Computation of earnings to fixed charges.
21.1 Subsidiaries of RBX Corporation.
27.1 Financial Data Schedule.
*Incorporated by reference to Registration Statement on Form S-4, File
No. 333-1992, filed on March 5, 1996 and amended on April 15, 1996 and on
April 24, 1996.
**Incorporated by reference to RBX Corporation's Quarterly Report on
Form 10-Q for the period ended June 30, 1996, filed on August 14, 1996 and
amended on August 20, 1996.
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(b) REPORTS FILED ON FORM 8-K
No reports on Form 8-K were filed during the quarter ending December
31, 1997.
-33-
RBX CORPORATION
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report..............................................F-2
Consolidated Financial Statements
Consolidated Balance Sheets.......................................F-3
Consolidated Statements of Operations.............................F-4
Consolidated Statements of Cash Flows.............................F-5
Consolidated Statements of Changes in Stockholder's Equity........F-6
Notes to Consolidated Financial Statements........................F-7
F-1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholder of
RBX Corporation
Roanoke, Virginia
We have audited the accompanying consolidated balance sheets of RBX
Corporation and subsidiaries (the Company) as of December 31, 1996 and 1997,
and the related consolidated statements of operations, stockholder's equity,
and cash flows for the two and one-half month period ended December 31, 1995
and the years ended December 31, 1996 and 1997. We have also audited the
consolidated statements of operations and cash flows of RBX Investors Inc. and
subsidiaries (the Predecessor) for the nine and one-half month period ended
October 16, 1995. Our audits also included the financial statement schedule
presented in the index at Item 14 (a)(2). These financial statements and the
financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and the financial statement schedule 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, such consolidated financial statements present fairly, in all
material respects, the financial position of RBX Corporation and its
subsidiaries as of December 31, 1996 and 1997 and the results of their
operations and their cash flows for the two and one-half month period ended
December 31, 1995 and the years ended December 31, 1996 and 1997, respectively,
in conformity with generally accepted accounting principles. Further, in our
opinion, the Predecessor financial statements for the nine and one-half month
period ended October 16, 1995, present fairly, in all material respects, the
results of operations and cash flows of the Predecessor and its subsidiaries in
conformity with generally accepted accounting principles. Also, in our opinion,
the financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
As more fully described in Notes 1 and 2 to the consolidated financial
statements, the Company acquired the Predecessor as of October 16, 1995 in a
business combination accounted for as a purchase. The financial statements of
the Predecessor are not directly comparable to those of the Company due to the
accounting for the acquisition.
DELOITTE & TOUCHE LLP
Richmond, Virginia
March 17, 1998
F-2
RBX CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1997
(in thousands, except share data)
ASSETS
1996 1997
---------- ----------
Cash and cash equivalents.....................................................$ 3,293 $ 166
Accounts receivable, less allowance for doubtful accounts of
$1,337 and $1,505, respectively....................................... 33,740 38,030
Inventories................................................................... 38,635 39,810
Deferred income taxes......................................................... 1,112 -
Prepaid and other current assets.............................................. 2,130 1,184
---------- ----------
Total current assets.......................................... 78,910 79,190
Property, plant and equipment, net............................................ 91,068 97,374
Deferred income taxes......................................................... 11,096 -
Intangibles and other assets, net............................................ 99,626 99,357
---------- ----------
Total assets..................................................$ 280,700 $ 275,921
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable..............................................................$ 12,867 $ 17,215
Accrued liabilities........................................................... 17,342 15,766
Current portion of postretirement benefit obligation.......................... 2,302 2,137
Current portion of long-term debt............................................. 1,728 350
---------- ----------
Total current liabilities..................................... 34,239 35,468
Long-term debt................................................................ 183,164 205,687
Postretirement benefit obligation............................................. 32,032 32,910
Pension benefit obligation.................................................... 9,228 9,416
Other liabilities............................................................. 1,724 1,704
Commitments and contingencies (Note 11)....................................... - -
Stockholder's equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued
and outstanding....................................................... - -
Additional paid-in-capital............................................ 58,690 58,103
Accumulated deficit................................................... (38,377) (67,367)
---------- ----------
Total stockholder's equity.................................... 20,313 (9,264)
---------- ----------
Total liabilities and stockholder's equity....................$ 280,700 $ 275,921
========== ==========
See notes to consolidated financial statements.
F-3
RBX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
Predecessor Company
------------ ----------------------------------------
9 1/2 Months 2 1/2 Months Year Year
Ended Ended Ended Ended
October 16, December 31, December 31, December 31,
1995 1995 1996 1997
--------- --------- --------- ---------
Net sales.................................................................$ 220,321 $ 51,646 $ 275,715 $ 281,662
Cost of goods sold........................................................ 180,677 46,911 238,365 243,383
--------- --------- --------- ---------
Gross profit.............................................................. 39,644 4,735 37,350 38,279
Selling, general and administrative costs................................. 21,112 5,193 30,474 28,265
Management fees.......................................................... 418 180 995 986
Loss on impairment of long-lived assets................................... - - 26,498 -
Unusual item.............................................................. 620 - - -
Amortization of goodwill and other intangibles............................ 565 733 3,943 3,332
Other expense (income).................................................... 51 (68) 66 193
--------- --------- --------- ---------
Operating income (loss)................................................... 16,878 (1,303) (24,626) 5,503
Interest expense, including amortization of deferred financing fees....... 6,878 3,867 18,685 20,285
--------- --------- --------- ---------
Income (loss) before income taxes......................................... 10,000 (5,170) (43,311) (14,782)
Income tax expense (benefit).............................................. 3,979 (1,849) (8,255) 12,422
--------- --------- --------- ---------
Income (loss) before extraordinary item................................... 6,021 (3,321) (35,056) (27,204)
Extraordinary item: loss on extinguishment of debt, net of income tax
effects of $0............................................................ - - - 1,786
--------- --------- --------- ---------
Net income (loss).........................................................$ 6,021 $ (3,321) $ (35,056) $ (28,990)
========= ========= ========= =========
See notes to consolidated financial statements.
F-4
RBX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Predecessor Company
----------- --------------------------------------
9 1/2 Months 2 1/2 Months Year Year
Ended Ended Ended Ended
October 16, December 31, December 31, December 31,
1995 1995 1996 1997
Operating activities: --------- --------- --------- ----------
Net income (loss).........................................................$ 6,021 $ (3,321) $ (35,056) $ (28,990)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Loss on impairment of long-lived assets................................. - - 26,498 -
Extraordinary item: loss on extinguishment of debt...................... - - - 1,786
Depreciation............................................................ 5,820 1,310 7,124 8,370
Amortization............................................................ 1,671 3,593 4,965 4,278
Provision for deferred income taxes..................................... 274 (667) (7,668) 12,208
Loss (gain) on disposal of equipment.................................... (17) - 66 193
Increase (decrease) in cash from changes in assets and
liabilities net of effect of business acquisition:
Accounts receivable..................................................... (3,909) 3,186 8,196 (4,290)
Inventories............................................................. (3,380) 136 5,431 (1,175)
Prepaid and other current assets........................................ (408) (999) (864) 953
Other assets............................................................ - - - 50
Accounts payable........................................................ 4,041 (4,315) (1,913) 4,348
Accrued liabilities..................................................... (2,117) 2,859 2,236 (1,010)
Other liabilities....................................................... 444 3 122 881
--------- --------- --------- ----------
Net cash provided by (used in) operating activities....................... 8,440 1,785 9,137 (2,398)
--------- --------- --------- ----------
Investing activities:
Capital expenditures...................................................... (6,323) (823) (11,818) (15,582)
Acquisitions, net of cash acquired........................................ (1,069) (199,015) (22,042) (1,423)
Proceeds from disposals of property, plant and equipment.................. 101 - 31 307
--------- --------- --------- ----------
Net cash used in investing activities..................................... (7,291) (199,838) (33,829) (16,698)
--------- --------- --------- ----------
Financing activities:
Contributions to capital.................................................. - 40,000 10,030 -
Dividends to RBX Group.................................................... - - (235) (587)
Proceeds from borrowings.................................................. 4,000 170,000 27,000 135,250
Principal payments on long-term debt...................................... (5,916) (136) (13,853) (116,855)
Payments of financing fees................................................ - (5,988) (780) (1,839)
--------- --------- --------- ----------
Net cash provided by (used in) financing activities....................... (1,916) 203,876 22,162 15,969
--------- --------- --------- ----------
Net increase (decrease) in cash and cash equivalents...................... (767) 5,823 (2,530) (3,127)
Cash and cash equivalents:
Beginning of period............................................... 767 - 5,823 3,293
--------- --------- --------- ----------
End of period.....................................................$ - $ 5,823 $ 3,293 $ 166
========= ========= ========= ==========
See notes to consolidated financial statements.
F-5
RBX CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Two and One-half Month Period Ended December 31, 1995
and the Years ended December 31, 1996 and 1997
(in thousands)
Additional Total
Common Paid-in Accumulated Stockholder's
Stock Capital Deficit Equity
----------- ----------- ----------- ----------------
Initial capitalization..................$ - $ 43,895 $ - $ 43,895
Net loss................................ - - (3,321) (3,321)
----------- ----------- ----------- ----------------
Balances at December 31, 1995........... - 43,895 (3,321) 40,574
Capital contribution.................... - 15,030 - 15,030
Dividend to RBX Group................... - (235) - (235)
Net loss................................ - - (35,056) (35,056)
----------- ----------- ----------- ----------------
Balances at December 31, 1996........... - 58,690 (38,377) 20,313
Dividends to RBX Group.................. - (587) - (587)
Net loss................................ - - (28,990) (28,990)
----------- ----------- ----------- ----------------
Balances at December 31, 1997...........$ - $58,103 $(67,367) $(9,264)
=========== =========== =========== ================
See notes to consolidated financial statements.
F-6
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except as otherwise noted)
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of RBX
Corporation and its wholly owned subsidiaries (the "Company"). RBX
Corporation's subsidiaries, Rubatex Corporation, OleTex, Inc., Groendyk Mfg
Co., Inc., Universal Polymer & Rubber, Inc., Midwest Rubber Custom Mixing
Corp., and Hoover-Hanes Rubber Custom Mixing Corp., operate manufacturing
facilities which are located in the southeastern United States, Ohio, and
Illinois. The Company is a wholly owned subsidiary of RBX Group, Inc., ("RBX
Group") a non-operating holding company. Effective October 16, 1995, RBX
Investors Inc. (the "Predecessor") was acquired by the Company. The
consolidated financial statements and note disclosures prior to the date of
the Acquisition (as defined, see Note 2) are not comparable due to the
accounting for the Acquisition.
The Company follows the same accounting policies as the Predecessor.
PRINCIPLES OF CONSOLIDATION AND BUSINESS
The Company manufactures rubber and plastics products which are used in a wide
range of applications including athletic equipment, sports medicine wraps,
neoprene wetsuits, hardware center products, other consumer products,
automotive components, insulation for refrigeration and air conditioning
systems, and other industrial products.
The accounts of RBX Corporation and its subsidiaries are included in the
consolidated financial statements after elimination of significant
intercompany transactions and profits and losses.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity
of three months or less when purchased to be cash equivalents. The carrying
amount of cash equivalents approximates fair value because of the short
maturity of those investments.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is determined
under the first-in, first-out (FIFO) method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost net of accumulated
depreciation. Depreciation of plant and equipment is provided by the
straight-line method over the estimated useful lives of the related assets,
ranging from 20-40 years for buildings and improvements and 3-14 years for
machinery and equipment.
INTANGIBLES AND OTHER ASSETS
Goodwill - Goodwill, which represents the excess of cost over fair value of
net assets acquired, is amortized on a straight line-basis over 40 years.
F-7
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
1. SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
Customer Lists - Customer lists are amortized using the straight-line method
over 18-25 years.
Deferred Financing Costs - Deferred financing costs are amortized using the
effective interest method over the life of the related debt.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company generally uses quoted market prices to determine the fair value of
its indebtedness. If quoted market prices are not available, management
estimates fair value based on the present value of estimated future cash flows
using a discount rate commensurate with the risks involved. The carrying
amounts of other assets and liabilities qualifying as financial instruments
approximate fair value.
REVENUE
Revenue is recognized when products are shipped to customers. Sales returns
and allowances are treated as a reduction to sales and are provided based on
historical experience and current estimates.
RESEARCH AND DEVELOPMENT
Research and development expenditures, which are expensed as incurred, were
approximately $2,695 and $706 for the nine and one-half months ended October
16, 1995 and the two and one-half months ended December 31, 1995,
respectively, and $3,469 and $3,686 for the years ended December 31, 1996 and
1997, respectively.
INCOME TAXES
The Company accounts for income taxes using the liability method, whereby
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement and tax bases of assets and
liabilities by applying enacted statutory tax rates applicable to future years
in which the differences are expected to reverse.
BUSINESS AND CREDIT CONCENTRATIONS
The Company's customers are not concentrated in any specific geographic region
or any specific industry. No single customer accounted for a significant
amount of the Company's sales, and there were no significant accounts
receivable from a single customer. The Company reviews a customer's credit
history before extending credit. The Company establishes an allowance for
doubtful accounts based upon factors surrounding the credit risk of specific
customers, historical trends and other information.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles 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 dates of the balance sheets and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
The Company assesses impairment of long-lived assets such as property, plant
and equipment and goodwill whenever changes or events indicate that the
carrying value may not be recoverable. Such long-lived assets are written
down to fair value if the sum of the expected future undiscounted cash flows
is less than the carrying amount (See Note 15).
F-8
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
1. SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
RECLASSIFICATIONS
Certain amounts from prior periods have been reclassified to conform to the
current period presentation.
2. ACQUISITIONS
On October 16, 1995, pursuant to a plan of merger, the Company acquired the
Predecessor for approximately $201.6 million plus direct expenses of
approximately $3.8 million (the "Acquisition"). The purchase cost was
composed of $94.1 million in cash, $3.9 million in Preferred Stock of RBX
Group (having an aggregate liquidation value of $9.0 million) and assumption
of $95.5 million in debt and $8.1 million in unpaid seller expenses.
The Acquisition was accounted for using the purchase method of accounting,
whereby the excess of the purchase cost over the recorded book value of net
assets acquired was allocated to the fair value of tangible and identifiable
intangible assets acquired and liabilities assumed based on independent
valuations and other studies. The purchase cost was allocated as follows:
Inventory $ 45,171
Working capital, excluding inventory 13,867
Property, plant and equipment 81,320
Identifiable intangible assets 40,191
Goodwill 67,667
Other assets 518
Other liabilities (43,313)
---------
$ 205,421
=========
The Acquisition was financed through an equity contribution from RBX Group of
approximately $43.9 million in cash and in-kind payments in exchange for all
of the outstanding shares of the Company's common stock, the sale of $100
million in 11 1/4% Senior Subordinated Notes, and proceeds of approximately
$61.3 million from borrowings under the old credit agreement (see note 7). In
addition, certain options to purchase the common stock of the Predecessor that
were held by continuing management employees prior to the time of the
Acquisition, were converted into options to acquire the common stock of RBX
Group. The rollover of such options does not represent a change in the basis
of underlying assets or liabilities in the Acquisition, since RBX Group's
basis in the options was equal to the predecessor option holder's basis of
zero.
The unaudited consolidated results of operations on a pro forma basis as
though the Acquisition had taken place at the beginning of the period
presented are as follows:
1995
---------
Net sales $ 271,967
Net loss (4,895)
The unaudited pro forma financial information is presented for informational
purposes only and does not purport to represent what the Company's results of
operations would have been if the Acquisition had taken place as of the dates
indicated, or what such results will be for any future period.
F-9
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
2. ACQUISITIONS (CONTINUED)
On June 10, 1996, Rubatex Corporation, a wholly owned subsidiary of the
Company, acquired certain assets and assumed certain liabilities of the
Ensolite(R) division of Uniroyal Technology Corporation ("Uniroyal") for an
aggregate purchase price of $28.5 million including direct expenses (the
"Ensolite Acquisition"). Ensolite is a manufacturer of certain types of
closed-cell foam. The Company obtained the funds necessary to consummate
this transaction from the proceeds of Term Notes of $10.0 million, an equity
contribution by RBX Group of $15.0 million, and from operating cash flows.
The equity contribution was derived from a $10.0 million cash contribution to
RBX Group by American Industrial Partners Capital Fund, L.P. and from a
subordinated unsecured note of $5.0 million issued by RBX Group to Uniroyal
(the "Group Note"), bearing interest at 11.75% per annum. Interest payments
are funded by the Company.
The Ensolite Acquisition was accounted for using the purchase method of
accounting. The purchase cost was allocated as follows:
Inventory $ 1,842
Working capital, excluding inventory 2,845
Property, plant and equipment 5,299
Goodwill 9,217
Identifiable intangible assets 9,262
--------
$ 28,465
========
The unaudited consolidated results of operations on a pro forma basis as
though the Ensolite Acquisition had taken place at the beginning of the
periods presented are as follows:
1995 1996
--------- ---------
Net sales $ 296,003 $ 287,501
Net loss (5,529) (35,474)
3. INVENTORIES
Components of inventory are as follows:
1996 1997
-------- --------
Raw materials $ 12,661 $ 15,593
Work-in-process 4,347 4,154
Finished goods 21,627 20,063
-------- --------
$ 38,635 $ 39,810
======== ========
F-10
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. PROPERTY, PLANT AND EQUIPMENT
Major classes of property, plant and equipment are as follows:
1996 1997
------- -------
Land $ 2,568 $ 2,470
Buildings and improvements 24,060 26,745
Machinery and equipment 64,175 79,415
Construction-in-progress 8,677 5,373
------- -------
99,480 114,003
Less: accumulated depreciation 8,412 16,629
------- -------
91,068 97,374
======= =======
5. INTANGIBLES AND OTHER ASSETS
Major components of intangibles and other assets are as follows:
1996 1997
-------- --------
Goodwill $ 56,861 $ 58,125
Customer lists 36,050 36,050
Deferred financing fees 6,736 8,415
Other 5,728 5,671
-------- --------
105,375 108,261
Less: accumulated amortization 5,749 8,904
-------- --------
99,626 99,357
======== ========
6. ACCRUED LIABILITIES
Major components of accrued liabilities are as follows:
1996 1997
-------- --------
Interest $ 3,597 $ 3,085
Personnel related costs other
than vacation 6,481 5,615
Vacation 3,449 3,599
Other 3,815 3,467
-------- --------
$ 17,342 $ 15,766
======== ========
F-11
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. LONG-TERM DEBT
Long-term debt of the Company is as follows:
1996 1997
-------- --------
Senior secured notes $ - $100,000
Senior subordinated notes 100,000 100,000
Term notes 76,000 -
New revolving credit facility - 5,000
Old revolving credit facility 7,500 -
Other obligations 1,392 1,037
-------- --------
184,892 206,037
Less current portion 1,728 350
-------- --------
183,164 205,687
======== ========
Senior Secured Notes - On December 11, 1997, RBX Corporation sold $100 million
in 12.00% Senior Secured Notes (the "Secured Notes") due January 15, 2003,
pursuant to Rule 144A under the Securities Act of 1933. The Secured Notes are
collateralized by (i) a first priority lien on a substantial portion of the
owned and leased manufacturing facilities and on substantially all of the
equipment and general intangibles, including trademarks and patents, (ii) a
second priority lien on inventory, receivables and general intangibles (to the
extent related to inventory and receivables) and (iii) a first priority lien
on all of the capital stock of RBX Corporation's existing and future
subsidiaries. Interest is payable semi-annually on January 15 and July 15 of
each year, commencing July 15, 1998. The Secured Notes may be redeemed on or
after July 15, 1999 at a redemption premium. The proceeds from the issuance of
the Senior Secured Notes were used to repay the Term Notes and the outstanding
indebtedness under the Old Revolving Credit Facility and pay issuance costs.
Pursuant to a Registration Rights Agreement (the "Agreement"), the Company
expects to exchange the Secured Notes for a new issue of debt securities of RBX
Corporation (the "New Secured Notes") registered under the Securities Act of
1933. The terms of the New Secured Notes will be substantially identical to
those of the Secured Notes. Failure to satisfy the registration obligations
under the Registration Rights Agreement may result in the payment of liquidated
damages (as defined in the Agreement) to the holders of the notes under certain
circumstances.
Senior Subordinated Notes - On October 16, 1995, RBX Corporation sold $100
million in 11.25% Senior Subordinated Notes (the "Subordinated Notes") due
October 15, 2005, pursuant to Rule 144A under the Securities Act of 1933. The
Subordinated Notes are general unsecured obligations subordinated in right of
payment to all other senior indebtedness of the Company. Interest is payable
semi-annually on April 15 and October 15 of each year, commencing in 1996. The
Subordinated Notes may be redeemed after October 14, 2000 at a redemption
premium. Under certain circumstances as defined in the Indenture, RBX
Corporation may redeem, at a premium, up to one-third of the Subordinated
Notes prior to October 15, 1998.
The Company exchanged the Subordinated Notes for a new issue of debt
securities of RBX Corporation (the "New Subordinated Notes") registered under
the Securities Act of 1933. The terms of the New Subordinated Notes are
substantially identical to those of the Subordinated Notes.
RBX Corporation is a holding company with no assets or operations other than
its investments in its subsidiaries. All of RBX Corporation's subsidiaries are
wholly owned and have guaranteed the Senior Subordinated Notes and the Senior
Secured Notes on a full, unconditional, and joint and several basis. Management
has determined that separate financial statements of the guarantor subsidiaries
would not be material to an investor. Accordingly, separate financial statements
of the guarantor subsidiaries have not been presented.
F-12
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. LONG-TERM DEBT (CONTINUED)
Term Notes and Old Revolving Credit Facility - In connection with the
Acquisition, the Company entered into a $100 million senior secured credit
facility consisting of $70 million in term notes (the "Term Notes") and a $30
million revolving credit facility (the "Old Revolving Credit Facility"). The
Company borrowed $70 million under the Term Notes to provide a portion of the
funds necessary to consummate the Acquisition. Further, in connection with
the Ensolite Acquisition, the Company borrowed an additional $10.0 million.
At the Company's option, the interest rates related to the Term Notes and
borrowings under the Old Revolving Credit Facility were prime rate plus 1.375%
to 2% or LIBOR plus 2.375% to 3%. The interest rate in effect at December 31,
1996 was 8.3%. The Company's indebtedness under the Term Notes and Old
Revolving Credit Facility was repaid from the proceeds of the Senior Secured
Notes and an extraordinary loss on extinguishment of debt of $1,786 was
recognized.
New Revolving Credit Facility - On December 11, 1997, the Company entered into
a new credit agreement (the "New Credit Agreement") which provides for a $25
million revolving credit facility (the "New Revolving Credit Facility")
subject to a borrowing base formula. As of December 31, 1997, $2.2 million of
the New Revolving Credit Facility is reserved for an irrevocable standby letter
of credit in connection with the Company's casualty insurance program. The
Company's indebtedness under the New Credit Agreement is guaranteed by RBX
Corporation and its existing and future subsidiaries and is collateralized by a
first priority interest in all accounts receivable, inventory, and general
intangibles (to the extent related to accounts receivable and inventory).
Indebtedness under the New Revolving Credit Facility will, at the Company's
option, bear interest at (i) the higher of (a) the lenders prime rate, (b) the
secondary market for three month certificates of deposit plus 1% and (c) the
federal funds rate plus 0.5%, plus in each case, 1.5% or (ii) the Eurodollar
Rate (as defined) plus 2.5%. As of December 31, 1997, the interest rate in
effect was 10.0%. The New Revolving Credit Facility matures in December, 2002.
At December 31, 1997, the Company had available unused borrowing capacity of
$17.8 million under the New Revolving Credit Facility.
Covenants and Restrictions - The Company's indebtedness contains certain
restrictions which, among other things, restrict its ability to incur
additional indebtedness, issue preferred stock, incur liens, pay dividends,
make certain other restricted payments, consummate certain asset sales, enter
into certain transactions with affiliates, merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of
substantially all of its assets. In addition, the Company's indebtedness
contains certain financial covenants including maintenance of a consolidated
interest expense coverage ratio, a leverage ratio, and maintenance of a
minimum level of earnings before interest, taxes, depreciation and
amortization. The financial covenants to which the Company is subject which
are contained in the New Credit Agreement become more restrictive during 1998.
The Company was in compliance with all terms of its indebtedness at December
31, 1997.
As of December 31, 1997, the fair value of the Company's indebtedness was
approximately $197,000.
F-13
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. LONG-TERM DEBT (CONTINUED)
Required principal repayment of long-term debt is as follows:
1998 $ 350
1999 354
2000 274
2001 31
2002 5,028
Thereafter 200,000
8. INCOME TAXES
The Company files a consolidated income tax return with its parent, RBX Group
and its tax provision is determined on a separate return basis.
Significant components of income taxes are as follows:
Predecessor Company
----------- --------------------------------------
9 1/2 Months 2 1/2 Months Year Year
Ended Ended Ended Ended
October 16, December 31, December 31, December 31,
1995 1995 1996 1997
----------- ------------ ------------ ------------
Current:
Federal $ 3,118 $ - $ (544) $ -
State 590 (15) (43) 214
------- -------- -------- --------
3,708 (15) (587) 214
------- -------- -------- --------
Deferred
Federal 314 (1,778) (6,336) 10,820
State (43) (56) (1,332) 1,388
------- -------- -------- --------
271 (1,834) (7,668) 12,208
------- -------- -------- --------
$ 3,979 $(1,849) $(8,255) 12,422
======= ======== ======== ========
F-14
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
8. INCOME TAXES (CONTINUED)
Temporary differences giving rise to significant components of the Company's
deferred tax assets and liabilities are as follows:
1996 1997
---------- ----------
Deferred tax liabilities:
Accumulated depreciation $ 9,019 $ 11,156
Accumulated amortization 12,178 11,801
---------- ----------
21,197 22,957
---------- ----------
Deferred tax assets:
Employee benefits 13,734 14,018
Net operating loss carryforwards 10,176 15,463
Alternative minimum tax credit 3,580 6,529
Pension benefits 3,702 3,768
Other 2,213 1,993
---------- ----------
33,405 41,771
Valuation allowance - (18,814)
---------- ----------
33,405 22,957
---------- ----------
Deferred income taxes, net 12,208 -
========== ==========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that temporary differences and carryforwards are
expected to be available to reduce taxable income. During the fourth quarter
of 1997, the Company reevaluated its deferred tax asset to determine the need
for a valuation allowance given the Company's revised expectations with
respect to future taxable income due primarily to the increased levels of
interest associated with the additional indebtedness incurred in 1997 as well
as the expiration dates of the Company's net operating loss carryforwards. As
a result of the foregoing, a valuation allowance of $18.8 million was recorded
in the fourth quarter of 1997. The Company periodically reviews this
valuation allowances and makes required adjustments as appropriate.
The reconciliation of income taxes computed at the Federal statutory tax rate
to actual income tax expense (benefit) is as follows:
Predecessor Company
----------- --------------------------------------
9 1/2 Months 2 1/2 Months Year Year
Ended Ended Ended Ended
October 16, December 31, December 31, December 31,
1995 1995 1996 1997
----------- ------------ ------------ ------------
Federal statutory rate 34.0% (34.0)% (34.0)% (34.0)%
Effect of:
Change in valuation allowance - - - 105.2
Loss on impairment of long-lived assets - - 14.7 -
State taxes, net of federal benefit 3.3 (3.3) (2.1) 0.9
Amortization of goodwill 1.1 1.9 1.3 2.5
Other 1.4 (0.4) 1.0 0.4
------- ------- ------- ----------
39.8% (35.8)% (19.1)% 75.0%
F-15
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
8. INCOME TAXES (CONTINUED)
The Company has net operating loss carryforwards of approximately $37.4
million for federal income tax purposes. Such carryforwards expire in 2011
($17.3 million) and 2012 ($20.1 million). The Company also has approximately
$6.5 million of alternative minimum tax credits which can be carried forward
indefinitely.
9. PENSION PLANS
The Company has defined benefit plans covering certain eligible hourly
employees which provide pension benefits that are based on a formula which
considers length of service. Certain salaried employees also participate in
the Company's defined benefit pension plans. Benefits are based upon length of
service and earnings during years of service. Pension costs for hourly and
salaried plans (the "Plans") are funded to the extent permitted by the
Internal Revenue Code.
Net pension costs include the following components:
Predecessor Company
----------- --------------------------------------
9 1/2 Months 2 1/2 Months Year Year
Ended Ended Ended Ended
October 16, December 31, December 31, December 31,
1995 1995 1996 1997
----------- ------------ ------------ ------------
Service cost $ 832 $ 261 $ 1,257 $ 1,257
Interest cost 2,220 591 2,866 3,066
Actual return on plan assets (1,934) (509) (2,888) (5,682)
Amortization and deferrals, net 236 - 284 2,686
--------- ---------- --------- ---------
$ 1,354 $ 343 $ 1,519 $ 1,327
Significant assumptions used in determining net pension costs and funded
status information are as follows:
Predecessor Company
----------- --------------------------------------
9 1/2 Months 2 1/2 Months Year Year
Ended Ended Ended Ended
October 16, December 31, December 31, December 31,
1995 1995 1996 1997
----------- ------------ ------------ ------------
Weighted average discount
rate 8.50% 7.50% 7.75% 7.25%
Weighted average rate of
increase in competition
levels 4.50% 4.50% 4.75% 4.25%
Expected long-term rate
of return on assets 8.50% 8.50% 8.66% 9.50%
F-16
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
9. PENSION PLANS (CONTINUED)
The following table sets forth the funded status of the Plans:
1996 1997
---------- ----------
Vested benefits $ 35,027 $ 39,803
Nonvested benefits 2,289 2,715
---------- ----------
Accumulated benefit obligation 37,316 42,518
Effect of projected future compensation 2,466 2,168
---------- ----------
Projected benefit obligation 39,782 44,686
Plan assets at fair value 32,847 36,944
---------- ----------
Projected benefit obligation in excess of
plan assets (6,935) (7,742)
Unrecognized prior service cost 485 452
Unrecognized net gain (2,778) (2,126)
---------- ----------
Net pension obligation recognized in the
balance sheet $ (9,228) $ (9,416)
========== ==========
Certain of the Company's hourly and salaried employees participate in defined
contribution plans to which they contribute each month and which may be
matched in part by the Company in accordance with plan provisions and terms
established in various collective bargaining agreements. Company
contributions related to these plans were approximately $721 and $177 for the
nine and one-half months ended October 16, 1995 and the two and one-half
months ended December 31, 1995, respectively, and $903 and $1,024 for the
years ended December 31, 1996 and 1997, respectively.
10. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Company provides health care and life insurance benefits for certain
eligible active and retired employees, and accrues the estimated costs for
such benefits during the years that the employees have rendered their services
to the Company.
The postretirement health and life benefits are fully paid by the Company
after certain minimum deductibles have been met. The obligation is unfunded.
The Company's annual health obligation is capped at $4 per employee under age
65 and $2 per employee age 65 and over.
The following table sets forth the Company's postretirement benefits other
than pensions:
1996 1997
---------- ----------
Accumulated postretirement benefit obligation:
Retirees $ 16,892 $ 19,429
Active 13,003 11,585
---------- ----------
Accumulated postretirement benefit obligation $ 29,895 $ 31,014
Unrecognized net gain 4,439 4,033
---------- ----------
Accrued postretirement benefit cost 34,334 35,047
Less current portion 2,302 2,137
---------- ----------
$ 32,032 $ 32,910
========== ==========
F-17
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)
Net periodic postretirement benefit costs include the following components:
Predecessor Company
----------- --------------------------------------
9 1/2 Months 2 1/2 Months Year Year
Ended Ended Ended Ended
October 16, December 31, December 31, December 31,
1995 1995 1996 1997
----------- ------------ ------------ ------------
Service costs $ 409 $ 131 $ 632 $ 479
Interest costs 1,972 509 2,400 2,128
Net amortization (664) - (58) (268)
--------- --------- --------- ---------
$ 1,717 $ 640 $ 2,974 $ 2,339
========= ========= ========= =========
For measurement purposes, a 7% annual rate of increase of covered health care
benefits was assumed for 1997. The rate was assumed to decline gradually to
5% by 1999. The health care cost trend rate assumption has a significant
effect on the amounts reported. If the assumed health care cost trend rate
was increased by one percentage point the accumulated postretirement benefit
obligation would increase by $2,180 and the aggregate of the service and
interest cost components of net periodic postretirement benefit cost would
increase by $245.
The weighted-average discount rates used in determining the accumulated
postretirement benefit obligation were 7.50%, 7.75%, and 7.25% in 1995, 1996,
and 1997, respectively.
11. CONTINGENT LIABILITIES
The Company and its subsidiaries are involved in various suits and claims in
the normal course of business. In the opinion of management, after
consultation with counsel, the ultimate liabilities and losses, if any, that
may result from such suits and claims will not have a material effect on the
financial position, and results of operations or liquidity of the Company.
The Company is subject to federal, state and local environmental laws which
regulate air and water emissions and discharges; the generation, storage,
treatment, transportation and disposal of solid and hazardous waste; and, the
release of hazardous substances, pollutants and contaminants into the
environment. In addition, in some circumstances, the Company is responsible
for the environmental condition of the property prior to transfer or sale to
the Company. The Company is involved in various environmental remediation
activities resulting from past operations, including designation as a
potentially responsible party, with others, at various EPA designated
Superfund sites. In developing its estimate of environmental remediation
costs, the Company considers, among other things, currently available
technological solutions, alternative cleanup methods and risk-based
assessments of the contamination, and estimates developed by independent
environmental consultants. The Company does not maintain insurance coverage
for environmental matters and does not anticipate recoveries from other
potentially responsible third parties.
Amounts have been recorded which, in management's best estimate, will be
sufficient to satisfy anticipated costs of known remediation requirements. At
December 31, 1997, approximately $2.1 million for estimated environmental
remediation costs was accrued of which $1.0 million relates to estimated costs
to remove underground storage tanks; substantially all of this amount is
included in long-term liabilities. Expenditures relating to costs currently
accrued are expected to be made over the next 5 to 10 years. As a result of
factors such as the continuing evolution of environmental laws and regulatory
requirements, the availability and application of technology, the
identification of presently unknown remediation sites, estimated costs for
future environmental compliance and remediation are necessarily imprecise, and
it is not possible to predict the amount or timing of future costs of
environmental remediation requirements which may subsequently be determined.
Based upon information presently available, such future costs are not expected
to have a material adverse effect on the Company's competitive or financial
position or its
F-18
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
11. CONTINGENT LIABILITIES (CONTINUED)
ongoing results of operations. However, such costs could be material to
results of operations in a future period.
12. COMMITMENTS
The Company is obligated under lease agreements, principally relating to the
rental of warehouse facilities and transportation equipment. Future minimum
rental payments required under operating leases for the years ended December
31, are as follows:
1998 $2,696
1999 2,193
2000 1,753
2001 1,222
2002 702
Thereafter 2,808
Rental expense for all operating leases was approximately $2,098 and $549 for
the nine and one-half months ended October 16, 1995, and the two and one-half
months ended December 31, 1995, respectively, and $2,826 and $3,187 for the
years ended December 31, 1996 and 1997.
13. UNUSUAL ITEM
The Predecessor agreed to settle for $620 a claim by a prior owner over
responsibility for insurance claims for incidents occurring prior to the date
of the purchase of the Predecessor in 1990.
14. RELATED-PARTY TRANSACTIONS
The Company receives substantial ongoing financial and management services
from American Industrial Partners (AIP), an affiliate of the majority owners
of the Company's stockholder. Management and consulting fees to AIP were $180
for the two and one-half month period ended December 31, 1995 and $850 each
year for 1996 and 1997, plus reimbursement for out-of-pocket expenses. In
1995, the Company paid a fee of $2,000 to AIP and reimbursed out-of-pocket
expenses for investment banking services provided by AIP in connection with
the Acquisition. Additionally, in 1996, the Company paid a fee of $400 to AIP
and reimbursed out-of-pocket expenses for investment banking services provided
by AIP in connection with the Ensolite Acquisition.
The Company paid a member of the Board of Directors a fee of $150 each year in
1996 and 1997.
The majority owner of the Predecessor provided Management consulting services
to the Predecessor for management fees of $418 for the nine and one-half
months ended October 16, 1995, plus reimbursement for out-of-pocket expenses.
15. FOURTH-QUARTER ADJUSTMENTS
1997 Fourth-Quarter Adjustments - During the fourth quarter of 1997, the
Company recorded a valuation allowance of $18.8 million against its deferred
tax assets (See Note 8).
1996 Fourth-Quarter Adjustments -- In connection with the decline in
profitability experienced at Rubatex's Bedford Virignia plant, management
reassessed the carrying value of the long-lived assets related to the Bedford
operations and determined that there was an impairment; accordingly, a loss on
impairment of $26,498 was recorded in the fourth quarter of 1996 based on the
excess of the carrying value of the Bedford long-lived assets over its
discounted expected future cash flows.
F-19
RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
15. FOURTH-QUARTER ADJUSTMENTS (CONTINUED)
The loss on impairment of long-lived assets is comprised of the following:
Goodwill $ 18,760
Customer lists 6,898
Workforce 774
Propert, plant and equipment 66
--------
$ 26,498
========
The Company also recorded additional fourth-quarter charges of $8.7 million.
Such charges included $4.9 million related to obsolescence, book-to-physical
and other inventory adjustments, $2.5 million for liabilities incurred in
connection with severance and other personnel related costs, and $1.3 million
in the aggregate for certain other items.
16. SUPPLEMENTAL CASH FLOW INFORMATION
Payments for interest and income taxes are as follows:
Predecessor Company
----------- --------------------------------------
9 1/2 Months 2 1/2 Months Year Year
Ended Ended Ended Ended
October 16, December 31, December 31, December 31,
1995 1995 1996 1997
----------- ------------ ------------ ------------
Interest $ 6,686 $ 192 $ 18,138 $ 19,850
Income taxes 3,189 149 875 194
In connection with the issuance of the Senior Secured Notes, the Company
received proceeds of $97,250, which were net of underwriting discounts of
$2,750.
The Company acquired assets, assumed liabilities and made cash payments in
connection with the Acquisition and the Ensolite Acquisition as follows:
Acquisition of Ensolite
the Company Acquisition
-------------- -----------
Fair value of assets acquired $279,215 $ 29,359
Liabilities assumed (76,305) (894)
Noncash capital contribution 3,895 (5,000)
---------- -----------
Cash payments 199,015 $ 23,465
========== ===========
F-20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. RBX CORPORATION
By: /s/ John C. Cantlin
---------------------------------
Name: John C. Cantlin
Title: Vice President, Chief Financial Officer
and Treasurer
Date: March 31, 1998
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 in the capacities and on the dates indicated.
/s/ Frank H. Roland March 31, 1998 President and Chief Executive
- ------------------------ Officer (Principal Executive
Frank H. Roland Officer) and Director
/s/ John C. Cantlin March 31, 1998 Chief Financial Officer (Principal
- ------------------------ Financial Officer and Principal
John C. Cantlin Accounting Officer)
/s/ Tom H. Barrett March 31, 1998 Chairman of the Board and Director
- ------------------------
Tom H. Barrett
/s/ W. Richard Bingham March 31, 1998 Director
- ------------------------
W. Richard Bingham
/s/ Theodore C. Rogers March 31, 1998 Director
- ------------------------
Theodore C. Rogers
/s/ Lawrence W. Ward, Jr. March 31, 1998 Director
- ------------------------
Lawrence W. Ward, Jr.
/s/ Robert J. Klein March 31, 1998 Director
- ------------------------
Robert J. Klein
/s/ Steven W. Schaefer March 31, 1998 Director
- ------------------------
Steven W. Schaefer
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT
The registrant has not sent an annual report or proxy material to its
security holders.