-----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, WTvvJOivxyrmD5xpCPFdqUhmUaDyPq4zW6q7oYLGRVQRX2eboumgkTVRVsj3gCnR k44CDrtgbZA/FpJC/n9brw== 0000868780-06-000002.txt : 20060223 0000868780-06-000002.hdr.sgml : 20060223 20060223084140 ACCESSION NUMBER: 0000868780-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 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: 06637693 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 sec8k22306.txt SEC FORM 8-K EARNINGS RELEASE 12/31/2005 =============================================================================== 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: February 23, 2006 ------------------ 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, PA, 18915 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 215-997-1800 ------------- Not Applicable -------------------------------------------------------- (Former name of former address, if changed since last report) 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 February 23, 2006, R&B, Inc. (the "Company") issued a press release announcing its operating results for the fourth quarter and year ended December 31, 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 February 23, 2006 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: February 23, 2006 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 February 23, 2006 EX-99 3 ex_99-1.txt EARNINGS RELEASE 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: Mathias J. Barton, CFO www.dormanproducts.com (215) 997-1800 x 5132 E-mail: MBarton@dormanproducts.com R&B, Inc. Reports Sales and Earnings for the Fourth Quarter and Year Ended December 31, 2005 Colmar, Pennsylvania (February 23, 2006) -- R&B, Inc., (NASDAQ:RBIN) today announced financial results for the fourth quarter and year ended December 31, 2005. The Company operates on a fifty-two, fifty-three week period ending on the last Saturday of the calendar year. As a result, fourth quarter 2005 results are for 14 weeks and fiscal 2005 includes 53 weeks while prior year results are for 13 and 52 weeks, respectively. Sales increased 14% to $74.5 million from $65.1 million in the same period last year. Net income in the fourth quarter of 2005 was $4.4 million compared to net income of $4.0 million in the same period last year. Diluted earnings per share in the fourth quarter of 2005 increased 9% to $0.24 from $0.22 in the same period last year. For the year ended December 31, 2005, sales increased 11% to $278.1 million from $249.5 million in the same period last year. Net income for both the year ended December 31, 2005 and the prior year was $17.1 million. Diluted earnings per share for both the year ended December 31, 2005 and the prior year was $0.93. 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. Revenues in 2005 are up primarily as a result of continued growth in new product sales. An additional week's sales in the fourth quarter and year ended December 31, 2005 and the June 2005 acquisition of The Automotive Edge/Hermoff ("Hermoff") also contributed to reported sales growth. These items accounted for 4% and 1% of the sales growth in the fourth quarter and year ended December 31, 2005, respectively. Gross profit margins declined as a result of a continued mix shift to lower margin automotive hard parts. Mr. Richard Berman, Chairman, President and Chief Executive Officer said, "Our double- digit organic sales growth was driven by new products and continued strong levels of customer retention. We remain committed to our strategy of providing innovative new product solutions which are valuable contributors to the success of our customers. Feedback from our recent new product introductions has been encouraging, and our new branding strategy 'DORMAN, NEW SINCE 1918' was well received at AAPEX." R&B Inc., is a leading supplier of OE Dealer "Exclusive" automotive replacement parts, automotive hardware, brake products, and household hardware to the Automotive Aftermarket and Mass Merchandise markets. Dorman automotive parts and hardware are marketed under the OE Solutions(TM), HELP!(R), AutoGrade(TM), First Stop(TM), Conduct-Tite(R), and Pik-A-Nut(R) brand names. 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 "Item1A - Risk Factors." R&B, INC. AND SUBSIDIARIES Consolidated Statements of Operations (in thousands, except per-share amounts) 14 Weeks 13 Weeks Fourth Quarter (unaudited) 12/31/05 Pct. 12/25/04 Pct. Net sales $74,492 100.0 $65,109 100.0 Cost of goods sold 49,042 65.8 42,101 64.7 Gross profit 25,450 34.2 23,008 35.3 Selling, general and administrative expenses 17,771 23.9 16,065 24.6 Income from operations 7,679 10.3 6,943 10.7 Interest expense, net 654 0.9 620 1.0 Income before income taxes 7,025 9.4 6,323 9.7 Provision for income taxes 2,643 3.5 2,279 3.5 Net income $ 4,382 5.9 $ 4,044 6.2 Earnings per share Basic $ 0.24 - $ 0.23 - Diluted $ 0.24 - $ 0.22 - Average shares outstanding Basic 17,913 - 17,804 - Diluted 18,394 - 18,424 - 53 Weeks 52 Weeks Fiscal Year 12/31/05 Pct. 12/25/04 Pct. Net sales $278,117 100.0 $249,526 100.0 Cost of goods sold 179,253 64.5 157,004 62.9 Gross profit 98,864 35.5 92,522 37.1 Selling, general and administrative expenses 69,088 24.8 62,884 25.2 Income from operations 29,776 10.7 29,638 11.9 Interest expense, net 2,615 0.9 2,853 1.2 Income before income taxes 27,161 9.8 26,785 10.7 Provision for income taxes 10,084 3.7 9,704 3.9 Net income $17,077 6.1 $17,081 6.8 Earnings per share Basic $ 0.95 - $ 0.97 - Diluted $ 0.93 - $ 0.93 - Average shares outstanding Basic 17,914 - 17,690 - Diluted 18,437 - 18,368 - R&B, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands) 12/31/05 12/25/04 Assets: Cash and short term investments $ 2,944 $ 7,152 Accounts receivable 64,778 60,962 Inventories 75,535 61,436 Prepaid expenses and other 11,105 10,026 Total current assets 154,362 139,576 Property & equipment 27,473 25,698 Goodwill 29,617 29,410 Other assets 704 720 Total assets $212,156 $195,404 Liability & Shareholders' Equity: Current portion of long-term debt$ 8,571 $ 9,045 Accounts payable 14,739 15,599 Accrued expenses and other 15,240 13,347 Total current liabilities 38,550 37,991 Long-term debt and other 27,869 25,714 Deferred income taxes 7,195 6,472 Shareholders' equity 138,542 125,227 Total Liabilities and Equity $212,156 $195,404 Selected Cash Flow Information: (in thousands) Quarter Ended(unaudited) Year Ended ------------------------ ---------- 12/31/05 12/25/04 12/31/05 12/25/04 Depreciation and amortization $ 1,580 $1,157 $ 5,774 $ 4,545 Capital Expenditures $ 1,698 $3,578 $ 7,220 $12,801 -----END PRIVACY-ENHANCED MESSAGE-----