-----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, LqE1m9dd73r9X6mKDdgUWl2pqwfGjl69hiFIsuxd4JLADKQYtYXAIibnWkAeWWds a4NfqEnDqYpV9gnXtPRpSA== 0000868780-06-000009.txt : 20060504 0000868780-06-000009.hdr.sgml : 20060504 20060504114339 ACCESSION NUMBER: 0000868780-06-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060401 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 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: 06806812 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 sec8k050406.txt SEC FORM 8-K ITEMS 2.02 AND 9.01 EARNINGS RELEASE =============================================================================== 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: May 4, 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, Pennsylvania 18915 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 215-997-1800 ---------------------------- Not Applicable - ------------------------------------------------------------------------------- (Former name or 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 Operations 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 May 4, 2006, R&B, Inc. (the "Company") issued a press release announcing its operating results for the first quarter ending April 1, 2006. 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 May 4, 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: May 4, 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 May 4, 2006 EX-99 3 pressrelease050306.txt FIRST QUARTER 2006 EARNINGS RELEASE NEW 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 First Quarter Ended April 1, 2006; Announces proposed name change to Dorman Products, Inc. Colmar, Pennsylvania (May 4, 2006) -- R&B, Inc., (NASDAQ:RBIN) today announced financial results for the first quarter ended April 1, 2006. Sales increased 13% to $68.9 million from $61.2 million in the same period last year. Net income in the first quarter of 2006 was $3.42 million compared to net income of $3.45 million in the same period last year. Diluted earnings per share for both the first quarter of 2006 and the first quarter of 2005 was $0.19. Revenue growth was primarily the result of increased sales from products introduced in the past two years. Gross profit margins declined as a result of a continued mix shift to lower margin automotive hard parts, higher customer returns and allowances and a $0.5 million increase in the Company's provision for excess and obsolete inventory in 2006. Effective January 1, 2006, the Company adopted SFAS No. 123R, "Accounting for Stock-Based Compensation," and related interpretations and began expensing the grant date fair value of employee stock options. Prior to January 1, 2006, the Company applied Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its stock option plans. Accordingly, no compensation expense was recognized in net income for employee stock options in the prior year. The Company adopted SFAS No. 123R using the modified prospective transition method and therefore has not restated prior periods. The estimated impact of adopting SFAS No. 123R in 2006, is expected to reduce diluted earnings per share for the year by approximately $0.02. Mr. Richard Berman, Chairman, President and Chief Executive Officer said, "Sales growth in the first quarter was the result of our continued success on the new product front. Earnings, however, were below expectation. In addition to a gross margin shortfall, we have not yet fully leveraged our recent investments in systems, sales and new product development. We remain confident that these investments will contribute to our long term goal of double digit growth in sales and earnings." The Company also announced that, subject to shareholder approval, it intends to change its name and trading symbol to Dorman Products, Inc. and DORM, respectively. In November 2005, the Company launched its DORMAN(R) NEW SINCE 1918(TM) marketing campaign and repositioned its brands under a single corporate umbrella - DORMAN. The Company's products are now sold under one of the seven DORMAN sub-brands. The change from R&B, Inc. to Dorman Products, Inc. will present a sharper image of the Company and strengthen its corporate identity by connecting it directly to the Company's strongest brand. If approved by the shareholders, the changes will be effective shortly after the next Annual Shareholders Meeting scheduled for May 24, 2006. 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), Pik-A-Nut(R) and Scan-Tech(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) 13 Weeks 13 Weeks First Quarter (unaudited) 4/01/06 Pct. 3/26/05 Pct. Net sales $ 68,865 100.0 $ 61,231 100.0 Cost of goods sold 44,176 64.1 38,538 62.9 Gross profit 24,689 35.9 22,693 37.1 Selling, general and administrative expenses 18,659 27.1 16,623 27.2 Income from operations 6,030 8.8 6,070 9.9 Interest expense, net 590 0.9 607 1.0 Income before income taxes 5,440 7.9 5,463 8.9 Provision for income taxes 2,020 2.9 2,009 3.3 Net income $ 3,420 5.0 $ 3,454 5.6 Earnings per share Basic $ 0.19 - $ 0.19 - Diluted $ 0.19 - $ 0.19 - Average shares outstanding Basic 17,744 - 17,885 - Diluted 18,158 - 18,449 - R&B, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands) 4/01/06 12/31/05 Assets: (unaudited) Cash and cash equivalents $ 2,507 $ 2,944 Accounts receivable 62,547 64,778 Inventories 78,559 75,535 Deferred income taxes 9,738 9,560 Prepaid expenses 1,447 1,545 Total current assets 154,798 154,362 Property & equipment 27,358 27,473 Goodwill 29,676 29,617 Other assets 806 704 Total assets $212,638 $212,156 Liability & Shareholders' Equity: Current portion of long-term debt $ 8,571 $ 8,571 Accounts payable 14,136 14,739 Accrued expenses and other 12,690 15,240 Total current liabilities 35,397 38,550 Long-term debt and other 27,759 27,869 Deferred income taxes 7,266 7,195 Shareholders' equity 142,216 138,542 Total Liabilities and Equity $212,638 $212,156 Selected Cash Flow Information: (in thousands) Quarter Ended(unaudited) 4/01/06 3/26/05 Depreciation and amortization $ 1,622 $1,326 Capital Expenditures $ 1,502 $2,160 -----END PRIVACY-ENHANCED MESSAGE-----