10-Q 1 sec10q22001.txt FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2001 -------------------------------------------------------------------------------- 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 June 30, 2001 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 August 3, 2001 the Registrant had 8,422,809common shares, $.01 par value, outstanding. -------------------------------------------------------------------------------- R & B, INC. INDEX TO QUARTERLY REPORT ON FORM 10-Q June 30, 2001 Page Part I -- FINANCIAL INFORMATION Item 1.Consolidated Financial Statements (unaudited) Statements of Operations: Thirteen Weeks Ended June 30, 2001 and June 24, 2000 3 Twenty-six Weeks Ended June 30, 2001 and June 24, 2000 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............................ 8 Part II -- OTHER INFORMATION Item 1.Legal Proceedings.................................... 13 Item 6.Exhibits and Reports on Form 8-K..................... 13 Signature................................................... 14 Page 2 of 14 PART I. FINANCIAL INFORMATION R&B, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
For the Thirteen Weeks Ended ------------------------------ June 30, June 24, (in thousands, except per share data) 2001 2000 -------------------------------------------------------------------------------------------- Net Sales $ 52,015 $ 49,239 Cost of goods sold 34,276 31,889 -------------------------------------------------------------------------------------------- Gross profit 17,739 17,350 Selling, general and administrative expenses 14,698 13,533 -------------------------------------------------------------------------------------------- Income from operations 3,041 3,817 Interest expense, net 1,089 1,425 -------------------------------------------------------------------------------------------- Income before taxes 1,952 2,392 Provision for taxes 655 854 -------------------------------------------------------------------------------------------- Net Income $ 1,297 $ 1,538 ============================================================================================ Earnings Per Share: Basic $0.15 $0.18 Diluted $0.15 $0.18 -------------------------------------------------------------------------------------------- Average Shares Outstanding: Basic 8,482 8,421 Diluted 8,557 8,506 --------------------------------------------------------------------------------------------
The accompanying Notes are an integral part of these Consolidated Financial Statements. . Page 3 of 14 R&B, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
For the Twenty-six Weeks Ended ------------------------------ June 30, June 24, (in thousands, except per share data) 2001 2000 -------------------------------------------------------------------------------------------- Net Sales $ 98,159 $ 102,485 Cost of goods sold 65,319 67,745 -------------------------------------------------------------------------------------------- Gross profit 32,840 34,740 -------------------------------------------------------------------------------------------- Income from operations 4,457 7,502 Interest expense, net 2,217 3,336 -------------------------------------------------------------------------------------------- Income before taxes 2,240 4,166 Provision for taxes 758 1,457 -------------------------------------------------------------------------------------------- Net Income $ 1,482 $ 2,709 ============================================================================================ Earnings Per Share: Basic $0.17 $0.32 Diluted $0.17 $0.32 -------------------------------------------------------------------------------------------- Average Shares Outstanding: Basic 8,482 8,417 Diluted 8,563 8,508 --------------------------------------------------------------------------------------------
The accompanying Notes are an integral part of these Consolidated Financial Statements. Page 4 of 14 R&B, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
June 30, December 30, (in thousands, except share data) 2001 2000 --------------------------------------------------- ----------------- ----------------- Assets (unaudited) Current Assets: Cash and cash equivalents $ 12,672 $ 7,553 Accounts receivable, less allowance for doubtful accounts and customer credits of $11,674 and $10,334 40,266 36,322 Inventories 47,982 50,765 Deferred income taxes 4,960 4,896 Prepaids and other current assets 1,954 2,665 --------------------------------------------------- ----------------- ----------------- Total current assets 107,834 102,201 --------------------------------------------------- ----------------- ----------------- Property, Plant and Equipment, net 21,096 23,332 Intangible Assets 30,344 31,358 Other Assets 2,509 2,988 --------------------------------------------------- ----------------- ----------------- Total $ 161,783 $ 159,879 =================================================== ================= ================= Liabilities and Shareholders' Equity Current Liabilities: Current portion of long-term debt $ 2,111 $ 2,583 Accounts payable 9,183 8,159 Accrued compensation 3,684 3,580 Other accrued liabilities 6,110 4,617 --------------------------------------------------- ----------------- ----------------- Total current liabilities 21,088 18,939 --------------------------------------------------- ----------------- ----------------- Long-Term Debt 64,048 65,066 Deferred Income Taxes 3,515 3,490 Commitments and Contingencies Shareholders' Equity: Common stock, par value $.01; authorized 25,000,000 shares; issued 8,485,178 and 8,481,517 85 85 Additional paid-in capital 34,395 34,229 Cumulative translation adjustments (1,741) (839) Retained earnings 40,393 38,909 -------------------------------------------------- ----------------- ----------------- Total shareholders' equity 73,132 72,384 --------------------------------------------------- ----------------- ----------------- Total $ 161,783 $ 159,879 =================================================== ================= =================
The accompanying Notes are an integral part of these Consolidated Financial Statements. Page 5 of 14 R&B, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the Twenty-six Weeks Ended ------------------------------------- June 30, June 24, (in thousands) 2001 2000 --------------------------------------------------------------- ----------------- ------------------- Cash Flows from Operating Activities: Net income $ 1,482 $ 2,709 Adjustments to reconcile net income to cash provided by (used in) operating activities: Depreciation and amortization 4,266 3,817 Provision for doubtful accounts 309 248 Provision for deferred income taxes (12) 1,094 Provision for non-cash stock compensation 166 - Changes in assets and liabilities: Accounts receivable (4,527) 5,956 Inventories 2,187 11,902 Prepaid expenses and other 1,136 (4,635) Accounts payable 1,212 3,101 Other accrued liabilities 1,592 2,233 --------------------------------------------------------------- ----------------- ------------------- Cash provided by operating activities 7,811 26,425 --------------------------------------------------------------- ----------------- ------------------- Cash Flows from Investing Activities: Property, plant and equipment additions (1,239) (2,620) --------------------------------------------------------------- ----------------- ------------------- Cash (used in) investing activities (1,239) (2,620) --------------------------------------------------------------- ----------------- ------------------- Cash Flows from Financing Activities: Net (repayment) from revolving credit - (22,500) Repayment of term loans and capitalized lease obligations (1,453) (1,331) Proceeds from subordinated loan - 1,000 Proceeds from common stock issuances - 86 --------------------------------------------------------------- ----------------- ------------------- Cash (used in) financing activities (1,453) (22,745) --------------------------------------------------------------- ----------------- ------------------- Net Increase in Cash and Cash Equivalents 5,119 1,060 Cash and Cash Equivalents, Beginning of Period 7,553 1,467 --------------------------------------------------------------- ----------------- ------------------- Cash and Cash Equivalents, End of Period $ 12,672 $ 2,527 =============================================================== ================= =================== Supplemental Cash Flow Information Cash paid for interest expense $ 2,452 $ 3,281 Cash paid for income taxes $ 35 $ 110
The accompanying Notes are an integral part of these Consolidated Financial Statements. Page 6 of 14 R&B, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE TWENTY-SIX WEEKS ENDED JUNE 30, 2001 AND JUNE 24, 2000 (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 twenty-six week period ended June 30, 2001 are not necessarily indicative of the results that may be expected for the fiscal year ending December 29, 2001. 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 30, 2000. 2. Restructuring Charges In the fourth quarter of fiscal 1999, the Company recorded a restructuring charge of $11.4 million ($7.5 million after tax or $0.90 per share) to reflect costs primarily related to inventory write downs associated with the elimination of a significant number of underperforming products, as well as the closing of a warehouse and production facility in Carrollton, Georgia, and a work force reduction. A total of $9.8 million, representing inventory write downs, was charged to cost of sales and $1.6 million was charged to selling, general and administrative expenses. There were no significant changes to the plan. The following summarizes the restructuring charge and activity through June 30, 2001:
Employee Facility Inventory Termination Shutdown Disposals Benefits Costs ---------------- --------------- --------------- (in thousands) Total ------------------------------------ ---------------- --------------- --------------- --------------- Initial Charge $ 9,800 $ 475 $ 1,125 $11,400 Costs Incurred - 1999 - (124) (300) (424) ------------------------------------ ---------------- --------------- --------------- --------------- Balance at December 25, 1999 9,800 351 825 10,976 Costs Incurred - 2000 (7,100) (351) (145) (7,596) ------------------------------------ ---------------- --------------- --------------- --------------- Balance at December 30, 2000 2,700 - 680 3,380 Costs Incurred - 2001 (800) - (180) (980) ------------------------------------ ---------------- --------------- --------------- --------------- Balance at June 30, 2001 $ 1,900 $ - $ 500 $ 2,400 ------------------------------------ ---------------- --------------- --------------- ---------------
3. 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: June 30, December 30, (in thousands) 2001 2000 ------------------- -------------- -------------- Bulk product $13,095 $15,170 Finished product 31,280 31,984 Packaging materials 3,607 3,611 ------------------- -------------- -------------- Total $47,982 $50,765 =================== ============== ============== Page 7 of 14 4. Intangible Assets Intangible assets consist primarily of goodwill which is amortized over periods of 10 to 40 years. Total accumulated amortization as of June 30, 2001 was $8.6 million. Amortization expense of these assets was $0.4 million in the second quarter of 2001 and 2000, and $0.8 million for the twenty-six week periods ended June 30, 2001 and June 24, 2000. 5. Freight Expense Reclassification In the fourth quarter of fiscal 2000, the Company adopted the provisions of Emerging Issues Task Force (EITF) Issue No. 00-01, "Accounting for Shipping and Handling Fees and Costs", by reclassifying freight expense from selling, general and administrative expense to cost of sales in all periods presented. The adoption of EITF 00-01 increased cost of sales and reduced selling, general and administrative expenses by $1.3 million and $2.5 million in the thirteen week and the twenty-six week periods ended June 24, 2000, respectively. 6. Earnings Per Share Earnings per share is computed under Statement of Financial Accounting Standards No. 128, "Earnings Per Share". The Company has included basic and diluted earnings per share on the face of the Statements of Operations for each period presented. Weighted average shares for "diluted" earnings per share includes the assumption of the exercise of all potentially dilutive securities ("in the money" stock options). 7. Recent Accounting Pronouncements In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" (effective July 1, 2001) and SFAS No. 142, "Goodwill and Other Intangible Assets" (effective for the Company on January 1, 2002). SFAS No. 141 prohibits pooling-of-interests accounting for acquisitions. SFAS No. 142 specifies that goodwill will no longer be amortized but instead will be subject to periodic impairment testing. The Company is in the process of evaluating the financial statement impact of adoption of SFAS No. 142. Page 8 of 14 R&B, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION 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 and customer credits and allowances. 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 Company may experience significant fluctuations from quarter to quarter in its results of operations due to the timing of orders placed by the Company's customers. Generally, the second, third and fourth quarters have the highest level of customer orders, but the introduction of new products and product lines to customers may cause significant fluctuations from quarter to quarter. In the fourth quarter of fiscal 2000, the Company adopted the provisions of Emerging Issues Task Force (EITF) Issue No. 00-01, "Accounting for Shipping and Handling Fees and Costs", by reclassifying freight expense from selling, general and administrative expense to cost of sales in all periods presented. The adoption of EITF 00- 01 increased cost of sales and reduced selling, general and administrative expenses by $1.3 million and $2.5 million in the thirteen week and the twenty-six week periods ended June 24, 2000, respectively. 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 Operations.
Percentage of Net Sales -------------------------------------------------------------------- For the Thirteen Weeks Ended For the Twenty-six Weeks Ended -------------------------------- ---------------------------------- --------------------------- --------------- ---------------- ---------------- ----------------- Net sales 100.0% 100.0% 100.0% 100.0% Cost of goods sold 65.9% 64.8% 66.5% 66.1% --------------------------- --------------- ---------------- ---------------- ----------------- Gross profit 34.1% 35.2% 33.5% 33.9% Selling, general and administrative expenses 28.3% 27.4% 29.0% 26.6% --------------------------- --------------- --------------- --------------- ----------------- Income from operation 5.8% 7.8% 4.5% 7.3% Interest expense, net 2.0% 2.9% 2.2% 3.3% --------------------------- --------------- ---------------- ---------------- ----------------- Income before taxes 3.8% 4.9% 2.3% 4.0% Provision for taxes 1.3% 1.8% 0.8% 1.4% --------------------------- --------------- ---------------- ---------------- ----------------- Net income 2.5% 3.1% 1.5% 2.6% =========================== =============== ================ ================ =================
Page 9 of 14 Thirteen Weeks Ended June 30, 2001 Compared to Thirteen Weeks Ended June 24, 2000 Net sales increased to $52.0 million for the thirteen weeks ended June 30, 2001 from $49.2 million for the same period in 2000. The second quarter sales increase is primarily attributable to sales from new initiatives in the Company's hard to find parts business as well as incremental 2001 revenues from the Company's third quarter 2000 initiative to supply Wal-Mart with its "Pik-a-Nut" brand of hardware and general use fasteners. Cost of goods sold for the thirteen weeks ended June 30, 2001 increased to $34.3 million from $31.9 million for the same period last year. This increase in cost of sales was primarily attributable to higher sales levels in the current year. As a percentage of sales, gross profit for the thirteen weeks ended June 30, 2001 decreased to 34.1% from 35.2% in the prior year. This decline was a result of a change in sales mix towards lower margin product lines. Selling, general and administrative expenses for the thirteen weeks ended June 30, 2001 increased to $14.7 million from $13.5 million for the same period last year. Approximately $0.5 million of this increase is a result of severance and other charges related to the consolidation of one of the Company's subsidiary operations in the second quarter of 2001. The remaining increase in selling, general and administrative expenses is due to increases in variable costs as a result of the higher sales levels experienced in the second quarter of fiscal 2001. Interest expense, net, decreased to $1.1 million in the thirteen weeks ended June 30, 2001 from $1.4 million in the prior year due to lower borrowing levels. Provisions for income taxes of $0.7 million and $0.9 million were recorded for the thirteen weeks ended June 30, 2001 and June 24, 2000, respectively. The Company's effective tax decreased to 33.6% in the thirteen weeks ended June 30, 2001 from 35.7% in the prior year due to a higher mix of earnings from the Company's Swedish subsidiary which has a lower effective tax rate than the Company's other businesses. Twenty-six Weeks Ended June 30, 2001 Compared to Twenty-six Weeks Ended June 24, 2000 Sale of Lift Support Inventory - During the first quarter of fiscal 2000, the Company sold all of its inventory and certain other assets related to its lift support product line as a result of a strategic decision to eliminate this product line. Results for the twenty-six weeks ended June 24, 2000 include non-recurring net sales of $5.5 million and gross profit of $1.6 million, attributable to the sale of the inventory and related assets. The gain on the sale was $1.6 million ($1.1 million after tax or $0.13 per share). In addition, net sales for the twenty-six weeks ended June 24, 2000 include $2.0 million in revenues from sales of this product line to customers prior to the sale of the assets of the product line. Net sales decreased to $98.2 million for the twenty-six weeks ended June 30, 2001 from $102.5 million for the same period in 2000, or $97.0 million without the revenues from the sale of the lift support inventory described above. Net sales for the twenty-six weeks ended June 30, 2001 increased $1.2 million after adjusting prior year amounts for the lift support sale. This sales increase is the net effect of lower sales of certain subsidiary product lines, incremental 2001 revenues from the Company's third quarter 2000 initiative to supply Wal-Mart with its "Pik-a-Nut" brand of hardware and general use fasteners, and sales from new initiatives in the Company's hard to find parts business. Cost of goods sold for the twenty-six weeks ended June 30, 2001 decreased to $65.3 million from $67.7 million for the same period last year, or $63.9 million without costs associated with the sale of the lift support inventory described above. The increase in cost of sales was $1.4 million after adjusting prior year amounts for the lift support sale. This increase was primarily attributable to the higher sales levels in the current year as well as a change in sales mix towards lower margin product lines. Selling, general and administratvie expenses for the twenty-six weeks ended June 30, 2001 increased $28.4 million from $27.2 million for the same period last year. Approximately $0.5 million of this increase is a result of severance and other charges related to the consolidation of one of the Company's subsidiary operations in the second quarter of 2001. The remaining increase in selling, general and administrative expenses is due to increases in variable costs as a result of the higher sales levels experienced in the current year. Interest expense, net, decreased to $2.2 million in the twenty-six weeks ended June 30, 2001 from $3.3 million in the prior year due to lower borrowing levels Page 10 of 14 Provisions for income taxes of $0.8 million and $1.5 million were recorded for the twenty-six weeks ended June 30, 2001 and June 24, 2000, respectively. The Company's effective tax decreased to 33.8% in the twenty-six weeks ended June 30, 2001 from 35.0% in the prior year due to a higher mix of earnings from the Company's Swedish subsidiary which has a lower effective tax rate than the Company's other businesses. Liquidity and Capital Resources The Company has financed its growth through the combination of cash flow from its operations, issuance of senior notes and borrowings under its revolving credit facilities. Working capital was $86.7 million as of June 30, 2001 and $83.3 million as of December 30, 2000. 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. Senior Notes. In August 1998, the Company completed a private placement of $60 million in 6.81% Senior Notes due August 21, 2008 on an unsecured basis. The ten-year Notes bear a 6.81 percent fixed interest rate, payable quarterly, with an initial four-year interest only period. Annual repayments at the rate of $8.6 million are due beginning in August 2002. Revolving Credit Facility. In March 2001, the Company amended its Revolving Credit Facility. The amended agreement provides for a $10 million facility for an additional three-year term that expires in March 2004. Borrowings under the amended facility are on an unsecured basis with interest at rates ranging from Libor plus 150 to Libor plus 275 basis points. The loan agreement also contains covenants, the most restrictive of which pertain to net worth and the ratio of debt to EBITDA. The Company believes that the amended facility together with cash generated from operations will provide sufficient funding to meet the Company's working capital needs for the foreseeable future. Prior to the March 2001 amendment, the Company had a revolving credit facility that provided for borrowings of up to $35 million with mandatory reductions throughout 2000 to $10 million at December 30, 2000. Borrowings under the facility were on an unsecured basis with interest at rates ranging from Libor plus 150 to 300 basis points. The loan agreement also contained covenants, the most restrictive of which pertained to net worth and the ratio of debt to EBITDA. There were no borrowings under the revolving credit facility at June 30, 2001. Borrowings under the revolving credit facility amounted to $6.0 million at June 24, 2000. Industrial Revenue Bonds. Construction of the Company's Warsaw, Kentucky facility in 1990 was funded by the Bonds. The Bonds bear interest at a variable rate (3.69% at June 30, 2001) payable monthly and require annual principal payments of $300,000 or $350,000 in alternating years with the final payment due in July, 2009. Bond borrowings amounted to $2.7 million at June 30, 2001. Capitalized Leases. The Company's lease for its Pennsylvania facility is recorded as a capitalized lease in the Company's financial statements. In addition, the Company entered into three sale/leaseback transactions relating to computer hardware and software. The aggregate amount outstanding under all capital leases amounted to $3.4 million at June 30, 2001. Foreign Currency Fluctuations. Approximately 37% of the Company's products were purchased from a variety of foreign countries. The products generally are purchased through purchase orders with the purchase price specified in U.S. dollars. Accordingly, the Company does not have exposure to fluctuation in the relationship between the dollar and various foreign currencies between the time of execution of the purchase order and payment for the product. However, to the extent that the dollar decreases in value to foreign currencies in the future, the price of the product in dollars for new purchase orders may increase. The Company attempts to lessen the impact of these currency fluctuations by resourcing its purchases to other countries. Page 11 of 14 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 off the Company and certain statements contained herein including statements in Management's Discussion and Analysis of Financial Condition and Results of Operations, such as statements regarding litigation, 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 those factors discussed in the Company's Annual Report on Form 10-K under "Business - Investment Considerations." Quantitative and Qualitative Disclosure about Market Risk The Company's market risk is the potential loss arising from adverse changes in interest rates. With the exception of the Company's revolving credit facility and its Industrial Revenue Bonds, long-term debt obligations are at fixed interest rates and denominated in U.S. dollars. The Company manages its interest rate risk by monitoring trends in interest rates as a basis for determining whether to enter into fixed rate or variable rate agreements. Under the terms of the Company's revolving credit facility and Industrial Development Bonds, a change in either LIBOR or tax exempt market interest rates would affect the rate at which the Company could borrow funds thereafter. The Company believes that the effect of any such change would be minimal. The Company uses derivative financial instruments, consisting of foreign currency forward purchase and sales contracts with terms of less than one year, to hedge its exposure to changes in foreign currency exchange. Our primary exposure to changes in foreign currency rates results from changes in exchange rates on certain third-party trade receivables and payables of the Company's Swedish subsidiary. The aggregate fair value of all such contracts as of June 30, 2001 was approximately $1.0 million. Page 12 of 14 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 EX-99 R&B, Inc. Audit Committee Charter (b) Reports on Form 8-K None Page 13 of 14 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 August 9, 2001 Richard Berman --------------- Richard Berman President Date August 9, 2001 Mathias J. Barton ------------------ Mathias J. Barton Chief Financial Officer and Principal Accounting Officer Page 14 of 14