-----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, CWGD9MLbyez+LcUwPZnXZGppsehIFSoQ9xAPSjmUBVeLSi9vHPI+EyIVeDPkncu9 WC7bw0L3Bcndt72/j2R2VA== 0000868780-05-000008.txt : 20050801 0000868780-05-000008.hdr.sgml : 20050801 20050801145249 ACCESSION NUMBER: 0000868780-05-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050625 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 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: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18914 FILM NUMBER: 05987868 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 8-K 1 sec8k80105.txt SEC FORM 8-K AUGUST 1, 2005 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: August 1, 2005 R & B, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 000-18914 23-2078856 ------------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3400 East Walnut Street Colmar, Pennsylvania 18915 (Address of principal executive offices) Registrant's telephone number, including area code: 215-997-1800 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== Item 2.02. Results of Operation and Financial Condition. The information being furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act except as shall be expressly set forth by specific reference in such filing. On July 29, 2005, R&B, Inc. (the "Company") issued a press release announcing its operating results for the second quarter ending June 25, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits Exhibit Number Description 99.1 Press Release Dated July 29, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, R&B, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. R&B, Inc. Dated: August 1, 2005 By: /s/ Mathias J. Barton ------------------------------------- Mathias J. Barton Chief Financial Officer and Principal Accounting Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press Release Dated July 29, 2005 EX-99 2 press80105.txt EARNINGS PRESS RELEASE JULY 29, 2005 NEWS RELEASE R&B, Inc. Corporate Headquarters: R&B, Inc. 3400 East Walnut Street Colmar, Pennsylvania 18915 Fax: (215) 997-8577 For Further Information Contact: Visit our Home Page: www.rbinc.com Mathias J. Barton, CFO (215) 997-1800 x 5132 MBarton@rbinc.com R&B, Inc. Reports Sales and Earnings for the Second Quarter Ended June 25, 2005 Colmar, Pennsylvania (July 29, 2005) -- R&B, Inc., (NASDAQ:RBIN) today announced financial results for the second quarter ended June 25, 2005. Sales increased 7% to $68.6 million from $64.3 million in the same period last year. Net income in the second quarter of 2005 was $4.6 million compared to net income of $5.3 million in the same period last year. Diluted earnings per share in the second quarter of 2005 decreased 14% to $0.25 from $0.29 in the same period last year. For the six months ended June 25, 2005, sales increased 8% to $129.8 million from $120.3 million in the same period last year. Net income for the first six months of 2005 was $8.1 million compared to net income of $8.6 million in the same period last year. Diluted earnings per share for the first six months of 2005 decreased 6% to $0.44 compared to $0.47 in the same period last year. Prior year earnings per share and common stock information have been adjusted to reflect the 2-for-1 stock split that occurred in March of 2005. The sales increases in 2005 are primarily the result of increased sales volume from new products. Net income was down due to lower gross margins and increases in selling, general and administrative expenses ("SG&A"). Gross margins declined as a result of a continued mix shift to lower margin automotive hard parts. SG&A increased at rates in excess of the sales increase due to the Company's decision to invest additional resources in new product development and promotional support. Mr. Richard Berman, Chairman, President and Chief Executive Officer said, "Our year over year increase in SG&A costs is primarily the result of increased product development costs associated with our previously-announced strategy of delivering twice as many new parts in half the time by the end of 2006. The benefits of this strategy continue to be affirmed by our customers as they increase their sales and profits with our dynamic new product offering. We are committed to this high level of support. There is a current negative impact on profitability as we make these investments, which we believe will be more than offset by future sales growth, customer satisfaction and overall opportunities for the business." R&B, Inc. is a leading supplier of OE Dealer "Exclusive" automotive replacement parts, automotive hardware and brake products to the automotive aftermarket and household hardware to the general merchandise markets. R&B's products are marketed under more than thirty proprietary brand names, through its Motormite, Dorman, Allparts, Scan-Tech, MPI and Pik-A-Nut businesses. Forward looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward looking statements which speak only as of the date hereof. 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 - Risk Factors." R&B, INC. AND SUBSIDIARIES Consolidated Statements of Operations (in thousands, except per-share amounts) 13 Weeks 13 Weeks -------- -------- Second Quarter (unaudited) 6/25/05 Pct. 6/26/04 Pct. ------ ----- ------- ----- Net sales $68,611 100.0 $64,277 100.0 Cost of goods sold 43,668 63.6 39,317 61.2 Gross profit 24,943 36.4 24,960 38.8 Selling, general and administrative expenses 16,925 24.7 15,846 24.6 Income from operations 8,018 11.7 9,114 14.2 Interest expense, net 682 1.0 769 1.2 Income before income taxes 7,336 10.7 8,345 13.0 Provision for income taxes 2,708 4.0 3,028 4.7 Net income $ 4,628 6.7 $ 5,317 8.3 Earnings per share Basic $ 0.26 - $ 0.30 - Diluted $ 0.25 - $ 0.29 - Average shares outstanding Basic 17,927 - 17,691 - Diluted 18,464 - 18,387 - 6 Weeks 26 Weeks -------- -------- Year-to-date (unaudited) 6/25/05 Pct. 6/26/04 Pct. ------- ---- ------- ------ Net sales $129,842 100.0 $120,282 100.0 Cost of goods sold 82,206 63.3 74,707 62.1 Gross profit 47,636 36.7 45,575 37.9 Selling, general and administrative expenses 33,548 25.8 30,504 25.4 Income from operations 14,088 10.9 15,071 12.5 Interest expense, net 1,289 1.0 1,530 1.2 Income before income taxes 12,799 9.9 13,541 11.3 Provision for income taxes 4,717 3.7 4,906 4.1 Net income $ 8,082 6.2 $8,635 7.2 Earnings per share Basic $ 0.45 - $ 0.49 - Diluted $ 0.44 - $ 0.47 - Average shares outstanding Basic 17,906 - 17,608 - Diluted 18,457 - 18,325 - R&B, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands) 6/25/05 12/25/04 Assets: (Unaudited) ---------- --------- Cash and cash equivalents $ 2,061 $ 7,152 Accounts receivable 66,827 60,962 Inventories 70,521 61,436 Prepaid expenses and other 9,855 10,026 Total current assets 149,264 139,576 Property & equipment 27,311 25,698 Goodwill 29,424 29,410 Other assets 720 720 Total assets $206,719 $195,404 Liability & Shareholders' Equity: Current portion of long-term debt$ 9,058 $ 9,045 Accounts payable 15,039 15,599 Accrued expenses and other 11,649 13,347 Total current liabilities 35,746 37,991 Long-term debt and other 32,026 25,714 Deferred income taxes 7,245 6,472 Shareholders' equity 131,702 125,227 Total Liabilities and Equity $206,719 $195,404 Selected Cash Flow Information (unaudited): (in thousands) 13 Weeks 26 Weeks -------- -------- 6/25/05 6/26/04 6/25/05 6/26/04 Depreciation and amortization $1,448 $1,155 $2,774 $ 2,235 Capital Expenditures $1,953 $3,450 $4,113 $ 5,212 -----END PRIVACY-ENHANCED MESSAGE-----