-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JBO7bbz7FmVAI2hCxEKuhMGlexPzoNThVKM8PkAlLVxKln8mJIjuqoyIV/m+EmAG QOaZw+jLsVwQdCnaSPThPQ== 0000868780-97-000005.txt : 19971114 0000868780-97-000005.hdr.sgml : 19971114 ACCESSION NUMBER: 0000868780-97-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970927 FILED AS OF DATE: 19971112 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: R & B INC CENTRAL INDEX KEY: 0000868780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 232078856 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-18914 FILM NUMBER: 97714533 BUSINESS ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 BUSINESS PHONE: 2159971800 MAIL ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 10-Q 1 QUARTERLY REPORT - R&B, INC. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 10-Q ------------------- |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 1997 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- Commission file number 0-18914 R&B, INC. Incorporated pursuant to the Laws of the Commonwealth of Pennsylvania ------------------- IRS - Employer Identification No. 23-2078856 3400 East Walnut Street, Colmar, Pennsylvania 18915 (215) 997-1800 ------------------- 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 |_| As of November 10, 1997 the Registrant had 8,065,761 common shares, $.01 par value, outstanding. - -------------------------------------------------------------------------------- R & B, INC. INDEX TO QUARTERLY REPORT ON FORM 10-Q September 27, 1997 Page Part I -- FINANCIAL INFORMATION Item 1.Consolidated Financial Statements (unaudited) Statements of Income: Thirteen Weeks Ended September 27, 1997 and September 28, 1996 3 Thirty-nine Weeks Ended September 27, 1997 and September 28, 1996 4 Balance Sheets....................................... 5 Statements of Cash Flows............................. 6 Notes to Financial Statements........................ 7 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations............................. 9 Part II -- OTHER INFORMATION Item 1.Legal Proceedings.................................... 14 Item 6.Exhibits and Reports on Form 8-K..................... 14 Signature .............................................. 15 Page 2 of 15 PART I. FINANCIAL INFORMATION R&B, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the Thirteen Weeks Ended ----------------------------- September 27, September 28, (in thousands, except per share data) 1997 1996 - ------------------------------------------------------------------------------------------- Net Sales $40,817 $38,529 Cost of goods sold 24,669 23,416 - ------------------------------------------------------------------------------------------- Gross profit 16,148 15,113 Selling, general and administrative expenses 11,525 10,842 - ------------------------------------------------------------------------------------------- Income from operations 4,623 4,271 Interest expense, net 974 1,095 - ------------------------------------------------------------------------------------------- Income before taxes 3,649 3,176 Provision for taxes 1,319 1,169 - ------------------------------------------------------------------------------------------- Net Income $ 2,330 $ 2,007 =========================================================================================== Earnings Per Share $ 0.29 $ 0.25 =========================================================================================== Average Shares Outstanding 8,031 7,997 ===========================================================================================
The accompanying Notes are an integral part of these Consolidated Financial Statements. Page 3 of 15 R&B, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the Thirty-nine Weeks Ended ----------------------------- September 27, September 28, (in thousands, except per share data) 1997 1996 - ------------------------------------------------------------------------------------------- Net Sales $115,075 $110,747 Cost of goods sold 69,708 67,708 - ------------------------------------------------------------------------------------------- Gross profit 45,367 43,039 Selling, general and administrative expenses 33,527 32,550 - ------------------------------------------------------------------------------------------- Income from operations 11,840 10,489 Interest expense, net 3,129 3,085 - ------------------------------------------------------------------------------------------- Income before taxes 8,711 7,404 Provision for taxes 3,167 2,712 - ------------------------------------------------------------------------------------------- Net Income $ 5,544 $ 4,692 =========================================================================================== Earnings Per Share $ 0.69 $ 0.59 =========================================================================================== Average Shares Outstanding 8,028 7,988 ===========================================================================================
The accompanying Notes are an integral part of these Consolidated Financial Statements. Page 4 of 15 R&B, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
September 27, December 28, (in thousands, except share data) 1997 1996 - --------------------------------------------------- ----------------- ----------------- (unaudited) Assets Current Assets: Cash and cash equivalents $ 208 $ 923 Accounts receivable, less allowance for doubtful accounts and customer credits of $10,414 and $11,305 41,548 35,134 Inventories 39,201 41,652 Deferred income taxes 2,748 2,748 Prepaids and other current assets 461 606 - --------------------------------------------------- ----------------- ----------------- Total current assets 84,166 81,063 - --------------------------------------------------- ----------------- ----------------- Property, Plant and Equipment, net 15,748 14,567 Intangible Assets 30,023 30,850 Other Assets 2,409 2,490 - --------------------------------------------------- ----------------- ----------------- Total $132,346 $128,970 =================================================== ================= ================= Liabilities and Shareholders' Equity Current Liabilities: Current portion of long-term debt $ 6,475 $ 6,066 Accounts payable 10,996 7,146 Accrued compensation 2,786 2,220 Other accrued liabilities 3,363 2,263 - --------------------------------------------------- ----------------- ----------------- Total current liabilities 23,620 17,695 Long-Term Debt 47,876 56,248 Deferred Income Taxes 858 858 Commitments and Contingencies Shareholders' Equity: Common stock, par value $.01; authorized 25,000,000 shares; issued 8,065,761 and 8,026,254 81 80 Additional paid-in capital 30,221 29,943 Retained earnings 29,690 24,146 Total shareholders' equity 59,992 54,169 - --------------------------------------------------- ----------------- ----------------- Total $132,346 $128,970 =================================================== ================= =================
The accompanying Notes are an integral part of these Consolidated Financial Statements. Page 5 of 15 R&B, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the Thirty-nine Weeks Ended -------------------------------------- September 27, September 28, (in thousands) 1997 1996 - -------------------------------------------------------------- ------------------ ------------------- Cash Flows from Operating Activities: Net income $5,544 $4,692 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 3,316 2,988 Provision for doubtful accounts 298 87 Provision for deferred income tax - 85 Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable (6,712) (9,948) Inventories 2,451 (4,692) Prepaids and other current assets 145 1,257 Other assets (268) 16 Accounts payable 3,850 3,776 Other accrued liabilities 1,666 1,192 - -------------------------------------------------------------- ------------------ ------------------- Cash provided by (used in) operating activities 10,290 (547) - -------------------------------------------------------------- ------------------ ------------------- Cash Flows from Investing Activities: Property, plant and equipment additions (3,321) (3,693) Business acquisitions - (5,228) - -------------------------------------------------------------- ------------------ ------------------- Cash used in investing activities (3,321) (8,921) - -------------------------------------------------------------- ------------------ ------------------- Cash Flows from Financing Activities: Net (repayments of) proceeds from revolving credit (3,450) 2,925 Proceeds from term loans - 12,000 Repayment of term loans and capitalized lease obligations (4,513) (5,038) Proceeds from common stock issuances 279 279 - -------------------------------------------------------------- ------------------ ------------------- Cash (used in) provided by financing activities (7,684) 10,166 - -------------------------------------------------------------- ------------------ ------------------- Net Increase (Decrease) in Cash and Cash Equivalents (715) 698 Cash and Cash Equivalents, Beginning of Period 923 1,247 - -------------------------------------------------------------- ------------------ ------------------- Cash and Cash Equivalents, End of Period $ 208 $1,945 ============================================================== ================== =================== Supplemental Cash Flow Information Cash paid for interest expense $2,866 $2,762 Cash paid for income taxes $2,265 $1,513
The accompanying Notes are an integral part of these Consolidated Financial Statements. Page 6 of 15 R&B, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996 (UNAUDITED) 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. However, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the thirty-nine week period ended September 27, 1997 are not necessarily indicative of the results that may be expected for the fiscal year ending December 27, 1997. For further information, refer to the financial statements and footnotes thereto included in R&B, Inc.'s (the "Company") Annual Report on Form 10-K for the year ended December 28, 1996. 2. Inventories Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of the Company's products. Inventories were as follows: September 27, December 28, (in thousands) 1997 1996 - ------------------- --------------- --------------- Bulk product $20,939 $19,365 Finished product 13,291 16,907 Packaging materials 4,971 5,380 - ------------------- --------------- --------------- Total $39,201 $41,652 =================== =============== =============== 3. Intangible Assets Intangible assets consist of goodwill, patents and a non-compete covenant. Goodwill is amortized over a period of 40 years with patents and the non-compete covenant amortized over the specific life of each asset. At September 27, 1997, goodwill was $28.4 million, patents were $1.4 million and the non-compete covenant was $0.2 million. Amortization of these assets was $0.8 million and $0.8 million in the thirty-nine weeks of 1997 and 1996, respectively. 4. Net Income Per Common Share In February 1997, the Financial Accounting Standards Board issued Statement 128 (FAS 128), Earnings Per Share (EPS). This statement is effective for both interim and annual financial statements for periods ending after December 15, 1997. FAS 128 replaces primary and fully diluted EPS as required by Accounting Principles Opinion No 15 (APB 15) with basic and diluted EPS, respectively. Under the terms of this statement, basic EPS is calculated using the weighted average shares of common stock outstanding during the applicable period, and diluted EPS is calculated using the weighted average shares of common stock outstanding during the applicable period and the effects of any potentially dilutive securities such as stock options. The Company expects that basic EPS and diluted EPS will not be materially different to EPS as previously reported by the Company under APB 15. Page 7 of 15 5. Subsequent Events On October 20, 1997, the Company announced that it had signed a letter of intent to acquire selective assets of the Service Line Division ("Champ") of Standard Motor Products, Inc. for approximately net asset value less a reserve for certain costs and contingencies. Headquartered in Edwardsville, Kansas, the Service Line Division includes the Champ Service Line, APS service Line and Pik-A-Nut. Champ has annual sales of approximately $40 million. The transaction is expect to close on June 30, 1998, and is subject to certain pre-closing conditions and post-closing adjustments. The transaction is expected to be non-dilutive. On November 3, 1997 the Company announced that it had signed a letter of intent to acquire Scan-Tech USA/Sweden AB and related assets("Scan-Tech")for $1 million in cash, 350,000 shares of the Company's common stock and the assumption of approximately $1 million in bank debt. The transfer of common stock is contingent on several factors including future financial performance of Scan-Tech and continued involvement by existing management. Headquartered in Stockholm, Sweden, Scan-Tech is a privately held company which distributes replacement automotive parts, primarily Volvo and Saab, throughout Europe, Russia, the Middle East and the Far East. Scan-Tech has annual net sales of approximately $10 million. The transaction is expected to be completed in January 1998, and is subject to certain pre-closing conditions and post-closing adjustments. The transaction is expected to be non-dilutive. Page 8 of 15 R&B, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General Over the periods presented, the Company has focused its efforts on providing an expanding array of new product offerings and strengthening its relationships with its customers. To that end, the Company has made significant investments to increase market penetration, primarily in the form of product development, customer service, customer credits and allowances, and strategic acquisitions. The Company calculates its net sales by subtracting credits and allowances from gross sales. Credits and allowances include costs for co-operative advertising, product returns, discounts given to customers who purchase new products for inclusion in their stores, and the cost of competitors' products that are purchased from the customer in order to induce a customer to purchase new product lines from the Company. The credits and allowances are designed to increase market penetration and increase the number of product lines carried by customers by displacing competitors' products within customers' stores and promoting consolidation of customers' suppliers. The introduction of new products and product lines to customers may cause significant fluctuations from quarter to quarter in the Company's results of operations. Over the periods presented, the Company has increased the percentage of products sold to its major customers, in part due to consolidation within the automotive aftermarket. As a general rule, sales to the Company's major customers are at lower margins than sales to other customers. Page 9 of 15 Results of Operations The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items in the Company's Consolidated Statements of Income.
Percentage of Net Sales --------------------------------------------------------------------- For the Thirteen Weeks Ended For the Thirty-nine Weeks Ended --------------------------------- ----------------------------------- September 27, September 28, September 27, September 28, 1997 1996 1997 1996 - ----------------------- --------------- ---------------- ---------------- ------------------ Net sales 100.0% 100.0% 100.0% 100.0% Cost of goods sold 60.4 60.8 60.6 61.1 - ----------------------- --------------- ---------------- ---------------- ------------------ Gross profit 39.6 39.2 39.4 38.9 Selling, general and administrative expenses 28.3 28.2 29.1 29.4 - ----------------------- --------------- ---------------- ---------------- ------------------ Income from operations 11.3 11.0 10.3 9.5 Interest expense, net 2.4 2.8 2.7 2.8 - ----------------------- --------------- ---------------- ---------------- ------------------ Income before taxes 8.9 8.2 7.6 6.7 Provision for taxes 3.2 3.0 2.8 2.5 - ----------------------- --------------- ---------------- ---------------- ------------------ Net income 5.7% 5.2% 4.8% 4.2% ======================= =============== ================ ================ ==================
Thirteen Weeks Ended September 27, 1997 Compared to Thirteen Weeks Ended September 28, 1996 Net sales increased to $40.8 million for the thirteen weeks ended September 27, 1997 from $38.5 million for the same period in 1996, an increase of 5.9%. This increase resulted primarily from increased sales in the retail segment of our core business and increased sales at our MPI subsidiary. Cost of goods sold for the thirteen weeks ended September 27, 1997 increased to $24.7 million from $23.4 million for the same period in 1996, an increase of 5.4%. As a percent of net sales, cost of goods sold for the thirteen weeks ended September 27, 1997 decreased to 60.4% from 60.8% for the same period in 1996. This decrease was the result of improved efficiency in the packaging of the Company's products and improved sourcing. Selling, general and administrative expenses for the thirteen weeks ended September 27, 1997 increased to $11.5 million from $10.3 million for the thirteen weeks ended September 28, 1996, an increase of 6.3%. As a percent of net sales, selling, general and administrative expenses for the thirteen weeks ended September 27, 1997 increased slightly to 28.3% from 28.2% for the same period in 1996. Interest expense, net, decreased to $1.0 million for the thirteen weeks ended September 27, 1997 from $1.1 million for the thirteen weeks ended September 28, 1996. This decrease was the result of reduced borrowings due to debt repayments during the second and third quarters of 1997. A provision for income taxes of $1.3 million was recorded for the thirteen weeks ended September 27, 1997 and $1.2 million was recorded for the thirteen weeks ended September 28, 1996. The Company's effective tax rate decreased to 36.1% for the thirteen weeks ended September 27, 1997 from 36.8% for the thirteen weeks ended September 28, 1996 due to reductions in state tax rates. Net income increased to $2.3 million for the thirteen weeks ended September 27, 1997 from $2.0 million for the thirteen weeks ended September 28, 1996, an increase of 16.1%. As a percentage of net sales, net income increased to 5.7% for the thirteen week period in 1997 from 5.2% for the same period in 1996. Page 10 of 15 Thirty-nine Weeks Ended September 27, 1997 Compared to Thirty-nine Weeks Ended September 28, 1996 Net sales increased to $115.1 million for the thirty-nine weeks ended September 27, 1997 from $110.7 million for the same period in 1996, an increase of 3.9%. This increase resulted primarily from increased sales in the retail segment of the Company's business. Cost of goods sold for the thirty-nine weeks ended September 27, 1997 increased to $69.7 million from $67.7 million for the same period in 1996, an increase of 3.0%. As a percent of net sales, cost of goods sold for the thirty-nine weeks ended September 27, 1997 decreased to 60.6% from 61.1% for the same period in 1996. The decrease was primarily the result of improved efficiency in the packaging of the Company's products. Selling, general and administrative expenses for the thirty-nine weeks ended September 27, 1997 increased to $33.5 million from $32.6 million for the thirty-nine weeks ended September 28, 1996, an increase of 3.0%. As a percent of net sales, selling, general and administrative expenses for the thirty-nine weeks ended September 27, 1997 decreased to 29.1% from 29.4% for the same period in 1996. This decrease was the result of leveraging higher sales against a fixed expense base. Interest expense, net, remained constant at $3.1 million for the thirty-nine weeks ended September 27, 1997 and September 28, 1996. A provision for income taxes of $3.2 million was recorded for the thirty-nine weeks ended September 27, 1997 and $2.7 million was recorded for the thirty-nine weeks ended September 28, 1996. The Company's effective tax rate was 36.4% for the thirty-nine weeks ended September 27, 1997 and 36.6% for the same period in 1996. Net income increased to $5.5 million for the thirty-nine weeks ended September 27, 1997 from $4.7 million for the thirty-nine weeks ended September 28, 1996. As a percentage of net sales, net income increased to 4.8% for the thirty-nine week period in 1996 from 4.2% for the same period in 1996. Liquidity and Capital Resources The Company has financed its growth primarily through cash flow from its operations and borrowings under its credit facility. Working capital was $60.5 million as of September 27, 1997 and $61.3 million as of September 28, 1996. The Company believes that the cash generated from operations and borrowings available under its revolving credit facility will be sufficient to meet the Company's working capital needs and to fund expansion for the foreseeable future. Net cash provided by operating activities was $10.3 million for the thirty-nine weeks ended September 27, 1997. Net cash used in operating activities was $0.5 million for the thirty-nine weeks ended September 28, 1996. These amounts represent net income plus depreciation and amortization less changes in working capital. During 1997, the most significant changes were increases in accounts receivable, accounts payable and other accrued liabilities offset somewhat by a decrease in inventories. During 1996, the most significant changes were increases in accounts receivable, inventories and accounts payable. Net cash used in investing activities amounted to $3.3 million for the thirty-nine weeks ended September 27, 1997 and $8.9 million for the thirty-nine weeks ended September 28, 1996. In 1997, the additions to property, plant and equipment accounted for all of the cash used in investing activities. In 1996, the acquisition of MPI and additions to property, plant and equipment including progress payments for the addition at our Warsaw, Kentucky facility represented nearly all of the total investing activities. Net cash used in financing activities amounted to $7.7 million for the thirty-nine weeks ended September 27, 1997 and net cash provided by financing activities amounted to $10.2 million for the thirty-nine weeks ended September 28, 1996. In 1997, cash was used to paydown a portion of the revolving credit facility and the continued paydown of term debt and capitalized lease obligations. In 1996, cash was received from the Company's credit facility and a new term Page 11 of 15 loan, offset somewhat by the payoff of the debt assumed with the acquisition of MPI and the continued pay down of term debt and capitalized lease obligations. The Acquisition of MPI. In 1996 MPI was acquired with the payment of cash consideration in the amount of approximately $5.2 million and the assumption of certain liabilities, including approximately $2.3 million in the assumption of bank debt. Commercial Borrowings. The Company's credit facility is $60.0 million from a syndicate of commercial banks comprised of CoreStates Bank, N.A. (agent), The Fifth Third Bank N.A. and National City Bank of Pennsylvania. The credit facility consists of a term portion of $25.0 million (1995 Term Loan), a revolving credit portion of $30.0 million, and a letter of credit portion of $5.0 million used to secure the Bonds. The term portion of the facility bears interest at a floating rate equal, at the Company's option, to Libor plus 110 basis points, or CoreStates Bank, N.A.'s prime rate, has a seven-year term and requires graduated amortization payments in the amount of $3.0 million in 1997 increasing by $0.5 million each year thereafter with a final payment of $6.0 million in 2001. The revolving credit portion bears interest at a floating rate equal, at the Company's option, to Libor plus 85 basis points, or CoreStates Bank, N.A.'s prime rate, and expires January 15, 1999. In April 1996, the Company amended its credit facility to include a new $12.0 million term loan (1996 Term Loan) with interest at a floating rate equal, at the Company's option to Libor plus 150 basis points, or the bank's prime rate. The loan has a five year term and is payable in equal monthly principal payments of $200,000. In May 1996, the Company entered into an interest rate swap agreement with the agent bank of the syndicate of commercial banks providing the Company's credit facility. The swap agreement has the effect of fixing the interest rate on $8.2 million of term debt to 7.32% from a floating rate of Libor plus 1.1%. The Company is exposed to credit loss in the event of nonperformance under the interest rate swap agreement by the agent bank, however, such nonperformance is not anticipated. In December 1996, the revolving credit portion of the facility was increased from $30.0 million to $35.0 million. Borrowings under the revolving credit portion of the facility and the 1996 Term Loan are subject to a borrowing base computation equal to 80% of qualified receivables and 50% of qualified inventories, as defined. The credit facility is secured by the stock of the Company's subsidiaries and first priority liens on the Company's and subsidiaries assets, including accounts receivable, inventory and all other tangible or intangible property. At September 27, 1997, the Company had borrowings of $27.4 million under the term loans and $20.4 million under the revolving facility and has $12.5 million of borrowing capacity under the revolving facility. Industrial Revenue Bonds. Construction of the Company's Warsaw, Kentucky facility in 1990 was funded by the Bonds. The Bonds bear interest at an annual rate of 4% payable monthly and require annual principal payments of $300,000 or $350,000 in alternating years with the final payment due in July, 2009. Capitalized Leases. The Company's leases for its Pennsylvania and Georgia facilities are recorded as capitalized leases in the Company's financial state- ments. Impact of Inflation The Company has not generally been adversely affected by inflation. The Company believes that price increases resulting from inflation generally could be passed on to its customers, since prices charged by the Company are not set by long-term contracts. Cautionary Statement Regarding Forward Looking Statements Certain statements periodically made by or on behalf of the Company and certain statements contained herein including statements in Management's Discussion and Analysis of Financial Condition and Results of Operation and certain other statements contained herein regarding matters that are not historical fact are forward looking statements (as such term is defined in the Securities Act of 1933), and because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward looking statements. Factors that cause actual results to differ materially include but are not limited to and those factors discussed in Page 12 of 15 "Business - Investment Considerations" included in the Company's Annual Report on Form 10-K for the year ended December 28, 1996. Page 13 of 15 PART II: OTHER INFORMATION Item 1. Legal Proceedings In addition to commitments and obligation which arise in the ordinary course of business, the Company is subject to various claims and legal actions from time to time involving contracts, competitive practices, trademark rights, product liability claims and other matters arising out of the conduct of the Company's business. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description 27 Financial Data Schedule (b) Reports on Form 8-K None Page 14 of 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. R & B, INC. Date November 12, 1997 Richard Berman Richard Berman President Date November 12, 1997 Malcolm Walter Malcolm Walter Chief Financial Officer and Principal Accounting Officer Page 15 of 15 EX-27 2 9/27/97 FINANCIALS
5 1,000 OTHER DEC-27-1997 DEC-29-1996 SEP-27-1997 208 0 51,962 (10,414) 39,201 84,166 29,293 (13,545) 132,346 23,620 47,876 0 0 81 59,911 132,346 115,075 115,075 69,708 33,527 0 0 3,129 8,711 3,167 5,544 0 0 0 5,544 0.69 0.69
-----END PRIVACY-ENHANCED MESSAGE-----