<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X
_____ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE PERIOD ENDED MARCH 31, 1996
OR
_____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 333-1992
RBX CORPORATION
(Exact name of Registrants as specified in their charters)
--------------------------------------------------------------
DELAWARE 94-3231901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5225 ValleyPark Drive
Roanoke, Virginia 24019
(Address of principal executive offices)
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:
Not applicable
The number of Common Shares of RBX Corporation, $0.01 per share par value,
outstanding as of March 31, 1996 was 1,000.
<PAGE>
RBX CORPORATION
Index
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<TABLE>
<CAPTION>
Pages
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<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31,
1995 and March 31, 1996 (unaudited).............. 2
Consolidated Statements of Operations for the
quarters ended March 31, 1996
and March 31, 1995 (unaudited)................... 3
Consolidated Statements of Cash Flows for the
quarters ended March 31, 1996 and
March 31, 1995 (unaudited)....................... 4
Notes to Condensed Consolidated Financial
Statements (unaudited)........................... 5
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations.... 8-10
Part II. Other Information
Item 6: Exhibits and Reports on Form 8-K.................. 11
Signature................................................. 12
</TABLE>
Note: On March 5, 1996, RBX Corporation filed a registration statement on Form
S-4 under the Securities Act of 1933 (File #333-1992), registering the issuance
of $100 million of senior subordinated notes. Such registration statement was
amended on April 15, 1996 and April 24, 1996 and declared effective on April 25,
1996.
1
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PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
RBX CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars, except share data)
ASSETS
<TABLE>
<CAPTION>
December 31, March 31,
1995 1996
------------ ----------
<S> <C> <C>
Cash and cash equivalents...................................................................... $ 5,823 $ 3,538
Accounts receivable, less allowance for doubtful accounts of $1,678 and $1,661 respectively.... 38,198 42,279
Inventories.................................................................................... 42,364 44,104
Deferred income taxes.......................................................................... 3,129 3,049
Prepaid and other current assets............................................................... 2,000 2,706
---------- ----------
Total current assets....................................................................... 91,514 95,676
Property, plant and equipment, net............................................................. 81,277 80,656
Deferred income taxes, non-current............................................................. 1,411 2,231
Intangibles and other assets, net............................................................. 111,534 110,614
---------- ----------
Total assets............................................................................... $ 285,736 $ 289,177
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable............................................................................... $ 13,886 $ 15,860
Accrued liabilities............................................................................ 14,367 17,190
Current portion of postretirement benefit obligation........................................... 1,850 1,850
Current portion of long-term debt.............................................................. 356 349
---------- ----------
Total current liabilities.................................................................. 30,459 35,249
Long-term debt................................................................................. 171,389 171,302
Postretirement benefit obligation.............................................................. 31,745 32,043
Other liabilities.............................................................................. 11,569 12,063
Commitments and contingencies.................................................................. -- --
Stockholder's equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding............. -- --
Additional paid-in-capital................................................................. 43,895 43,895
Retained deficit........................................................................... (3,321) (5,375)
---------- ----------
Total stockholder's equity................................................................. 40,574 38,520
---------- ----------
Total liabilities and stockholder's equity................................................. $ 285,736 $ 289,177
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
2
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RBX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of dollars)
<TABLE>
<CAPTION>
Predecessor Company
-------------- --------------
3 Months 3 Months
Ended March 31, Ended March 31,
1995 1996
-------------- --------------
<S> <C> <C>
Net sales..................................... $ 73,665 $ 67,986
Cost of goods sold............................ 60,197 57,970
-------------- --------------
Gross profit.................................. 13,468 10,016
Selling, general and administrative costs..... 6,957 6,997
Management fees............................... 96 252
Amortization of goodwill and
other intangibles............................ 182 881
Other expense (income)........................ (4) (6)
-------------- --------------
Operating income (loss)....................... 6,237 1,892
Interest expense, including amortization
of deferred financing fees................... 2,211 4,522
-------------- --------------
Income (loss) before income taxes............. 4,026 (2,630)
Income taxes (benefit)........................ 1,602 (574)
-------------- --------------
Net income (loss)............................. $ 2,424 $ (2,056)
============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
3
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RBX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
<TABLE>
<CAPTION>
Predecessor Company
-------------- --------------
3 Mos. 3 Mos.
Ended March 31, Ended March 31,
1995 1996
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)............................. $ 2,424 $ (2,056)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation................................. 1,837 1,757
Amortization................................. 277 1,101
(Gain) or loss on disposition of equipment... 20 (6)
Provision for deferred income taxes.......... 178 (820)
Changes in assets and liabilities net of
effect of business acquisition:
Increase in receivables .................... (6,488) (4,082)
Increase in inventories..................... (901) (1,740)
Increase in accounts payable................ 2,536 1,974
Increase in accrued liabilities............. 1,032 2,851
Increase in prepaid and other
current assets............................. (661) (647)
Increase in other liabilities.............. 231 792
-------------- --------------
Net cash provided (used) by operating
activities................................... 485 (876)
INVESTING ACTIVITIES
Capital expenditures.......................... (1,023) (1,140)
Proceeds from disposition of equipment........ 16 6
-------------- --------------
Net cash used in investing activities......... (1,007) (1,134)
FINANCING ACTIVITIES
Proceeds from borrowings...................... 2,000 -
Payments of financing fees.................... - (181)
Principal payments on long-term debt.......... (1,148) (94)
-------------- --------------
Net cash provided by (used in)
financing activities......................... 852 (275)
Net increase (decrease) in cash and
cash equivalents............................. 330 (2,285)
Cash and cash equivalents at beginning
of period.................................... 206 5,823
-------------- --------------
Cash and cash equivalents at end of period.... $ 536 $ 3,538
============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
4
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RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS ARE IN THOUSANDS, EXCEPT AS OTHERWISE NOTED)
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The balance sheet at December 31, 1995 is condensed financial information taken
from the audited balance sheet. The interim financial statements are unaudited.
The financial statements of RBX Investors Inc. and subsidiaries (the
"Predecessor") and RBX Corporation and subsidiaries (the "Company") have been
prepared in accordance with generally accepted accounting principles and, in the
opinion of management, reflect all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation in accordance with generally
accepted accounting principles for the periods presented. The results of
operations and cash flows for the interim periods presented are not necessarily
indicative of the results for the full year.
2. ACQUISITIONS
On October 16, 1995, pursuant to a plan of merger, the Company acquired the
Predecessor for approximately $201.6 million plus direct expenses of the
acquisition of approximately $3.6 million (the "Acquisition"). The purchase cost
was composed of $94.1 million in cash, $3.9 million in Preferred Stock of RBX
Group, Inc. (having an aggregate liquidation value of $9.0 million) and
assumption of $95.5 million in debt and $8.1 million in unpaid seller expenses.
The Acquisition has been accounted for using the purchase method of accounting,
whereby the excess of the purchase cost over the recorded book value of net
assets acquired has been allocated to the fair value of tangible and
identifiable intangible assets acquired and liabilities assumed based on
independent valuations and other studies that are substantially complete. The
Company does not expect the effect of any final adjustment to such valuations
and studies to result in a material adjustment to the final purchase allocation.
The acquisition was financed through an equity contribution from RBX Group, Inc.
of $43.9 million in cash and in-kind payments in exchange for all of the
outstanding shares of the Company's common stock, the sale of $100 million of 11
1/4% Senior Subordinated Notes, and proceeds of approximately $61.3 million from
borrowings under the Credit Agreement. In addition, certain options to purchase
the common stock of the Predecessor that were held by continuing management
employees prior to the time of the Acquisition, were converted into options to
acquire the common stock of RBX Group Inc. The rollover of such options does
not represent a change in the basis of underlying assets or liabilities in the
Acquisition, since RBX Group's basis in the options was equal to the
predecessor option holders basis of zero.
Interest on the Senior Subordinated Notes is payable semi-annually on April 15
and October 15 of each year. The terms of the Credit Agreement and the Senior
Subordinated Notes include various financial covenants which place limits on,
among other things, the ability of RBX Corporation and its subsidiaries to incur
additional indebtedness and issue preferred stock, incur liens, pay dividends or
make other distributions, repurchase equity interests or subordinated
indebtedness. As of March 31, 1996 the Company was in compliance with all
covenants which pertain to the Credit Agreement and Senior Subordinated Notes.
(See note 5).
5
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RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3. INVENTORIES
Components of inventory are as follows:
<TABLE>
<CAPTION>
As of As of
December 31, 1995 March 31, 1996
----------------- --------------
<S> <C> <C>
Raw materials $15,096 $16,697
Work-in-process 4,354 3,435
Finished goods 22,914 23,972
------- -------
$42,364 $44,104
======= =======
</TABLE>
4. INCOME TAXES
During the first quarter, the company's effective income tax rate changed from
an expense of 39.8% through the first three months of 1995 to a benefit of 21.8%
through the first three months of 1996. This change is primarily the result of
a loss in 1996 compared to income in 1995, and an increase in the amount of
nondeductible goodwill amortization for the first three months of 1996 related
to the acquisition.
5. LONG TERM DEBT
In connection with the proposed Ensolite Acquisition (see note 7) and the
decline in sales and operating profits, the Company has entered into an
amendment to the Credit Agreement dated February 28, 1996 (the "Credit Agreement
Amendment"). The Credit Agreement Amendment modifies the financial covenants of
the Company to provide the Company with greater flexibility. Such changes to the
Company's financial covenants under the Credit Agreement are not contingent on
the consummation of the Ensolite Acquisition. In addition, the Credit Agreement
Amendment, which modified certain restrictions under the Credit Agreement that
would otherwise prohibit the consummation of the Ensolite Acquisition, provides
an additional $10 million in term loans which may be borrowed only in connection
with the consummation of the Ensolite Acquisition and provides modified
financial covenants which would be effective only if the Ensolite Acquisition is
consummated. There can be no assurances that the Ensolite Acquisition will be
consummated, or if consummated, what the definitive terms and conditions will
be. As a result of the amendment, the Company incurred $0.2 million in financing
fees paid at the effective date of the amendment. The Company also agreed to pay
a .125% additional applicable margin on all Tranche A ABR and Eurodollar loans
and .25% on all Tranche B ABR and Eurodollar loans effective with the date of
the amendment.
As of March 31, 1996, the Company had an outstanding irrevocable standby letter
of credit of $2.2 million as part of its casualty insurance program. At March
31, 1996, the Company had available unused borrowing capacity under the
revolving credit facility of $27.8 million.
On April 15, 1996, the Company borrowed $5.0 million under the revolving credit
facility reducing the available amount to $22.8 million.
The Company's credit agreement includes certain financial covenants including
leverage ratios, interest expense ratios, and minimum levels of Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by the
agreement. As of March 31, 1996, the Company was in compliance with all the
covenants. However, due to the decline in sales and operating profits compared
to prior year's quarters, it is probable the Company will fail to meet the same
covenant requirements on June 30, 1996. The Company is negotiating an amendment
to the Credit Agreement with the lenders for relief from the current covenant
restrictions. There can be no assurance that any such amendment will be entered
into or, if entered into, what the definitive terms and conditions will be.
6
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RBX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
6. CONTINGENT LIABILITIES
The Company and its subsidiaries are involved in various suits and claims in the
normal course of business. In the opinion of management, after consultation with
counsel, the ultimate liabilities and losses, if any, that may result from such
suits and claims are not expected to have a material adverse effect on the
financial position, and results of operations or liquidity of the Company.
The Company is subject to federal, state and local environmental laws which
regulate air and water emissions and discharges; the generation, storage,
treatment, transportation and disposal of solid and hazardous waste; and the
release of hazardous substances, pollutants and contaminants into the
environment. In addition, in some circumstances, the Company is responsible for
the environmental condition of the property prior to transfer or sale to the
Company. The Company is involved in various environmental remediation activities
resulting from past operations, including designation as a potentially
responsible party, with others, at two EPA designated Superfund sites. In
developing its estimate of environmental remediation costs, the Company
considers, among other things, currently available technological solutions,
alternative cleanup methods and risk-based assessments of the contamination, and
estimates developed by independent environmental consultants. The Company does
not maintain insurance coverage for environmental matters.
Reserves have been recorded which, in management's estimate, will be sufficient
to satisfy anticipated costs of known remediation requirements. At March 31,
1996, approximately $2.1 million for estimated environmental remediation costs
have been accrued of which $1.4 million relates to estimated costs to remove
underground storage tanks; substantially all of this amount is included in long-
term liabilities. Expenditures relating to costs currently accrued are expected
to be made over the next 5 to 10 years. As a result of factors such as the
continuing evolution of environmental laws and regulatory requirements, the
availability and application of technology, the identification of presently
unknown remediation sites, estimated costs for future environmental compliance
and remediation are necessarily imprecise, and it is not possible to predict the
amount or timing of future costs of environmental remediation requirements which
may subsequently be determined. Based upon information presently available, such
future costs are not expected to have a material adverse effect on the Company's
competitive or financial position or its ongoing results of operations. However,
such costs could be material to results of operations in a future period.
7. POTENTIAL ACQUISITION
On January 22, 1996, the Company executed a non-binding letter of intent with
Uniroyal Technology Corporation ("Uniroyal") with respect to the acquisition by
the Company, or a subsidiary of the Company, of certain assets and the
assumption of certain liabilities of the Ensolite Division of Uniroyal (the
"Ensolite Acquisition"). Ensolite is a manufacturer of certain types of closed-
cell foam. The letter of intent provides that the Ensolite Acquisition is
subject to various contingencies including the ability of the Company to obtain
acceptable financing. There can be no assurances that the Ensolite Acquisition
will be consummated, or if consummated, what the definitive terms and conditions
will be.
7
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ITEM 2:
RBX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
As further discussed in Note 2 to the Company's Consolidated Financial
Statements, pursuant to a plan of merger, the Company acquired RBX Investors
Inc. (the "Predecessor") on October 16, 1995 (the "Acquisition Transactions").
In addition, the Predecessor acquired OleTex on September 30, 1994 and Halstead
on December 30, 1994. All such acquisitions (the "Acquisitions") were accounted
for using the purchase method of accounting and accordingly, the operating
results of the Predecessor and the Company reflect the operations of OleTex and
Halstead subsequent to the dates of their respective acquisitions.
The Company experienced a decline in sales and operating profits in the last
half of 1995 compared to results for the same period in 1994, pro forma for the
Halstead and OleTex acquisitions. This decline continued into the first quarter
of 1996. The Company attributes this performance decline to an overall decrease
in demand for rubber foam in the second half of 1995 paired with quality and
service problems at the Company's Bedford, Virginia operation. In addressing
these problems, management has undertaken or expects to undertake a number of
manufacturing and service improvement initiatives. In connection with these
initiatives, the Company hired a new general manager for the Bedford plant in
January of 1996. Programs have been initiated to improve work practices and
operating procedures. Capital projects are being developed to improve process
controls and production flow. As Bedford's quality and service issues are
addressed, the Company anticipates sales and operating profits will continue to
be less than previous periods.
BASIS OF PRESENTATION
The following table sets forth, for the periods shown, net sales, cost of goods
sold, gross profit, selling, general and administrative expense, operating
income, and net income in millions of dollars and as a percentage of net sales.
<TABLE>
<CAPTION>
Three Months Three Months
Ended March 31, 1995 Ended March 31, 1996
-------------------- --------------------
$ % $ %
---- ----- ---- -----
<S> <C> <C> <C> <C>
Net Sales 73.7 100.0 68.0 100.0
Cost of goods sold 60.2 81.7 58.0 85.3
Gross profit 13.5 18.3 10.0 14.7
SG&A 7.0 9.5 7.0 10.3
Operating Income 6.2 8.4 1.9 2.8
Net Income 2.4 3.3 -2.1 -3.1
</TABLE>
COMPARISON OF RESULTS OF OPERATIONS
Three Months Ended March 31, 1996 Compared To Three Months Ended March 31, 1995
Net Sales. Net sales decreased to $68.0 million for the three months ended
March 31, 1996 from $73.7 million for the comparable period in 1995, a decrease
of $5.7 million or 7.7%. Sales for the Foam Group decreased to $48.3 million
from $52.6 million, a decrease of $4.3 million or 8.2%. The decline was
primarily at Rubatex and OleTex which experienced a decline of 8.6%
8
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and 18.3% respectively. The decline at Rubatex is due to market softness in the
insulation, extrusion and sheet business compounded by loss of some business to
competitors due to performance problems at the Bedford facility. The new
operations manager in Bedford has put forth several initiatives which management
estimates will result in improvements beginning in the remainder of 1996. OleTex
also experienced market softness, however, sales have recovered in comparison to
the levels experienced at the end of 1995. Sales at all other operations for the
Foam Group were roughly flat for the first quarter of 1996 compared to last
year. Sales of the Mixing Group decreased to $21.8 million from $23.2 million, a
decrease of 6.0% due to a general overall economic slowdown in their markets.
Gross Profit. Gross Profit decreased to $10.0 million in the first quarter of
1996 from $13.5 million in the first quarter of 1995, a decrease of $3.5 million
or 25.9%. As a percentage of net sales, gross profit decreased to 14.7% in the
first quarter of 1996 from 18.3% in the same period in 1995. Rubatex and OleTex
experienced some erosion of margins due to increased raw material cost, and
lower sales volume; however, the majority of the decline was at Rubatex where
lower volumes and quality problems continue to negatively impact the Bedford
facility. The Groendyk operations experienced a non-recurring $0.7 million net
reduction in earnings principally as a result of an inventory adjustment. All
other operations in the Foam Group experienced steady or slight increases in
gross profit for the first quarter of 1996 in comparison to the year earlier
period. The Mixing Group also experienced a decline in gross profit due to lower
volumes.
SG&A. SG&A was $7.0 million in the quarter ended March 31, 1996, and was
unchanged from the first quarter of 1995. As a percentage of sales, SG&A
increased to 10.3% in the quarter from 9.5% in the 1995 period.
Operating Income. For the reasons discussed above, operating income decreased to
$1.9 million in the first quarter of 1996 from $6.2 million in 1995, a decrease
of $4.3 million or 69.4%. As a percentage of net sales, operating income
decreased to 2.8% in 1996 from 8.4% in 1995.
Net Income. Net income decreased to a net loss of $2.1 million for the three
months ended March 31, 1996 from net income of $2.4 million for the comparable
period in 1995, a decrease of $4.5 million. Interest expense increased $2.2
million in 1996 due to the increased debt related to the Acquisition.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity is cash flow from operations,
supplemented by borrowings under the Credit Agreement.
Cash Flow From Operating Activities. Cash flows from operations for the three
months ended March 31, 1995 and the three months ended March 31, 1996 was $0.5
million and a negative $.9 million, respectively. Increases in receivables and
inventories in the first quarter of 1996 of $5.8 million were partially offset
by increases in accounts payable and accrued liabilities of $4.8 million. The
increase in inventories is due primarily to increased costs related to lower
production at the Rubatex-Bedford facility. Future cash flows from operating
activities will be lower than historical levels because of the increased
interest expense resulting from the debt incurred in connection with the
Acquisition.
9
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Cash Flows From Investing Activities: The Company's cash used in investing
activities remained the same as the 1995 first quarter level of $1.0 million for
the three months ended March 31, 1996. The Company anticipates an increase in
capital spending of approximately $3.5 related to the proposed
expansion/modernization project at Groendyk in the 1996 and 1997 time frame,
approximately $2.0 million in capital for the modernization project at the
Rubatex-Bedford facility, and approximately $0.5 million in capital related to
the proposed combining of the Universal Rubber and Rubatex-Polymer facilities.
Cash Flows From Financing Activities: Concurrently with the Acquisition, the
Company entered into the Credit Agreement with certain banks. The Credit
Agreement has a maximum borrowing capacity of $100 million and is secured by the
assets of the Company and its subsidiaries. On March 16, 1996, the Company
increased its stand-by letters of credit to $2.2 million as part of its casualty
insurance program which reduced availability under the revolving credit facility
to $27.8 million. On April 15, 1996, the Company borrowed $5.0 million from the
available revolving credit facility which reduced the available amount to $22.8
million. The Company also incurred $0.2 million in additional financing fees
related to the amendment to the Credit Agreement which became effective February
28, 1996. The amendment modified certain covenant provisions of the Credit
Agreement which allowed the Company to proceed with negotiations on the proposed
Ensolite Acquisition and the expansion and modernization capital projects at its
existing facilities. The Company also agreed to an additional margin on all ABR
and Eurodollar loans as a result of the amendment.
EBITDA: Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) as
defined by the Credit Agreement, prior to subordinated management fees decreased
to $5.1 million for three months ended March 31, 1996 from $9.4 million for the
comparable period in 1995, a decrease of $4.3 million. Reasons for the decline
in EBITDA are the same as those given for the decline in operating income as
discussed above.
Management believes EBITDA is one indicator of a company's liquidity. However,
EBITDA, as presented above, may not be comparable to similarly titled measures
of other companies unless such measures are calculated in substantially the same
fashion. The Company believes that EBITDA, while providing useful information,
does not represent cash available to service debt and that it should not be
considered in isolation or as a substitute for the consolidated income statement
prepared in accordance with generally accepted accounting principles. For
example, EBITDA should not be considered an alternative to net income as an
indicator of operating performance or an alternative to the use of cash flows as
a measure of liquidity. Moreover, EBITDA does not reflect, as does cash flow
from operations, the cash needed to support changes in working capital.
The Company's credit agreement includes certain financial covenants including
leverage ratios, interest expense ratios, and minimum levels of Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by the
agreement. As of March 31, 1996, the Company was in compliance with all the
covenants. However, due to the decline in sales and operating profits compared
to prior year's quarters, it is probable the Company will fail to meet the same
covenant requirements on June 30, 1996. The Company is negotiating an amendment
to the Credit Agreement with the lenders for relief from the current covenant
restrictions. There can be no assurance that any such amendment will be entered
into or, if entered into, what the definitive terms and conditions will be.
10
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RBX CORPORATION
Part II: Other Information
Item 6: Exhibits and Reports on Form 8-K
a. Exhibits - See Exhibit Index
b. No report on Form 8-K was filed during the
quarter ended March 31, 1996.
11
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RBX Corporation
---------------
(Registrant)
/S/ THOMAS F. LEMKER
Date: May 15, 1996 ______________________________
------------ Thomas F. Lemker
Vice President, Chief Financial
Officer & Treasurer
12
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RBX CORPORATION
---------------
EXHIBIT INDEX
Exhibit
- -------
3.1 Certificate of Incorporation of RBX Corporation.*
3.2 By-laws of RBX Corporation.*
3.3 Certificate of Incorporation of each Subsidiary Guarantor.*
3.4 By-laws of each Subsidiary Guarantor.*
4.1 Indenture, dated as of October 16, 1995, among RBX Corporation,
each Subsidiary Guarantor and United States Trust Company of
New York, as Trustee.*
4.2 Forms of Series A and Series B 11 1/4% Senior Subordinated Notes
including the Form of Subsidiary Guarantees.*
4.3 Purchase Agreement, dated as of October 6, 1995, among RBX
Corporation, each Subsidiary Guarantor (effective as of October
16, 1995), Donaldson, Lufkin & Jenrette Securities Corporation
and Chemical Securities Inc.*
4.4 Registration Rights Agreement, dated as of October 6, 1995, by and
among RBX Corporation, each Subsidiary Guarantor, Donaldson, Lufkin &
Jenrette Securities Corporation and Chemical Securities Inc.*
4.5 Stockholders Agreement, dated as of October 16, 1995, among RBX
Group, Inc., American Industrial Partners Capital Fund II, L.P. and
certain other signatories thereto.*
10.1 Credit Agreement (the "Credit Agreement"), dated as of October 16,
1995, among RBX Corporation, RBX Group, Inc., the several banks and
other financial institutions from time to time parties thereto
(the "Lenders") and Chemical Bank (the "Agent").*
10.2 Amendment No. 1 dated as of February 28, 1995, to the Credit Agreement
among RBX Corporation, RBX Group, Inc., the Lenders and the Agent.*
10.3 Security Agreement, dated as of October 16, 1995, made by RBX
Corporation, in favor of the Agent.*
10.4 Pledge Agreement, dated as of October 16, 1995, made by RBX
Corporation, in favor of the Agent.*
10.5 Form of Security Agreement, dated as of October 16, 1995, made by
each Subsidiary Guarantor in favor of the Agent.*
10.6 Form of Pledge Agreement, dated as of October 16, 1995, made by each
Subsidiary Guarantor, in favor of the Agent.*
10.7 Form of Subsidiaries' Guarantee, dated as of October 16, 1995, made by
each Subsidiary Guarantor, in favor of the Agent.*
10.8 Agreement and Plan of Merger, dated as of August 2, 1995, by and among
RBX Investors, Inc., RBX Group, Inc., RBX-AIP Acquisition, Inc. and
AEA Investors, Inc.*
10.9 Amendment to Agreement and Plan of Merger, dated as of September 25,
1995, by and among RBX Investors, Inc., RBX Group, Inc., RBX-AIP
Acquisition, Inc., and AEA Investors, Inc.*
- ------------------
* Incorporated by reference to Registration Statement of RBX Corporation on Form
S-4, File #333-1992, filed March 5, 1996 and amended on April 15, 1996 and
April 24, 1996.
<PAGE>
Exhibit
- -------
10.10 Management Services Agreement, dated as of October 16, 1995, by
and among RBX Group, Inc., RBX Corporation, each of the Subsidiary
Guarantors, and American Industrial Partners.*
10.11 Management Stock Option Plan Adopted by the Board of Directors of
RBX Group, Inc. as of October 16, 1995.*
10.12 Employment Agreement between RBX Corporation and Steven W. Schaefer.*
10.13 Employment Agreement between RBX Corporation and John D. Fisher.*
10.14 Employment Agreement between RBX Corporation and Thomas F. Lemker.*
10.15 Employment Agreement between RBX Corporation and Frank H. Roland.*
10.16 Employment Agreement between RBX Corporation and Gerald J. Kirschke.*
10.17 Executive Employees Supplemental Retirement Plan as Amended and
Restated December 15, 1993.*
10.18 Pension Plan effective as of January 1, 1991.*
27 Financial Data Schedule.
- ------------------
* Incorporated by reference to Registration Statement of RBX Corporation on Form
S-4, File #333-1992, filed March 5, 1996 and amended on April 15, 1996 and
April 24, 1996.
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,538
<SECURITIES> 0
<RECEIVABLES> 43,940
<ALLOWANCES> 1,661
<INVENTORY> 44,104
<CURRENT-ASSETS> 95,676
<PP&E> 83,630
<DEPRECIATION> 2,974
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<COMMON> 0
0
0
<OTHER-SE> 38,520
<TOTAL-LIABILITY-AND-EQUITY> 289,177
<SALES> 67,986
<TOTAL-REVENUES> 67,986
<CGS> 57,970
<TOTAL-COSTS> 65,219
<OTHER-EXPENSES> 875
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<INTEREST-EXPENSE> 4,522
<INCOME-PRETAX> (2,630)
<INCOME-TAX> (574)
<INCOME-CONTINUING> (2,056)
<DISCONTINUED> 0
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