<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 quarterly period ended June 30, 1997
OR
____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
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.)
5221 ValleyPark Drive
Roanoke, Virginia 24019
(Address of principal executive offices)
Registrant's telephone number, including area code: (540) 561 - 6000
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
------ ------
The number of shares of Common Stock of RBX Corporation, $0.01 per share par
Value, outstanding as of June 30, 1997 was 1,000.
<PAGE>
RBX CORPORATION
Index
-----
Page
----
PART I...................................................... 1
ITEM 1. Financial Statements (unaudited)................ 1
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 6
PART II...................................................... 10
ITEM 6. Exhibits and Reports on Form 8-K................. 10
<PAGE>
PART I
ITEM 1. Financial Statements
RBX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
ASSETS
December 31, June 30,
1996 1997
------------ ------------
<S> <C> <C>
Cash and cash equivalents........................................................ $ 3,293 $ -
Accounts receivable, less allowance for doubtful accounts of
$1,337 and $1,379, respectively................................................. 33,740 40,103
Inventories...................................................................... 38,635 39,056
Deferred income taxes............................................................ 1,112 1,112
Prepaid and other current assets................................................. 2,130 1,607
-------- -------
Total current assets........................................................... 78,910 81,878
Property, plant and equipment, net............................................... 91,068 96,833
Deferred income taxes, non-current............................................... 11,096 11,619
Intangibles and other assets, net............................................... 99,626 98,412
-------- --------
Total assets................................................................... 280,700 288,742
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable................................................................. 12,867 17,543
Accrued liabilities.............................................................. 17,342 17,488
Current portion of postretirement benefit obligation............................. 2,302 2,302
Current portion of long-term debt................................................ 1,728 5,667
-------- --------
Total current liabilities...................................................... 34,239 43,000
Long-term debt................................................................... 183,164 184,051
Postretirement benefit obligation................................................ 32,032 32,239
Pension benefit obligation....................................................... 9,228 9,682
Other liabilities................................................................ 1,724 1,704
Commitments and contingencies.................................................... - -
Stockholder's equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding.. - -
Additional paid-in-capital...................................................... 58,690 58,399
Accumulated deficit............................................................. (38,377) (40,333)
-------- --------
Total stockholder's equity..................................................... 20,313 18,066
-------- --------
Total liabilities and stockholder's equity..................................... $280,700 $288,742
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
1
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RBX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
3 Months 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1996 1997 1996 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales..................................................... $70,552 $72,547 $138,538 $144,369
Cost of goods sold............................................ 59,953 61,058 117,923 120,895
------- ------- -------- --------
Gross profit.................................................. 10,599 11,489 20,615 23,474
Selling, general and administrative costs..................... 6,881 6,667 13,878 13,880
Management fees.............................................. 249 252 501 503
Amortization of goodwill and other intangibles................ 920 830 1,801 1,660
Other expense (income)........................................ (3) 31 (9) 31
------- ------- -------- --------
Operating income.............................................. 2,552 3,709 4,444 7,400
Interest expense, including amortization of
deferred financing fees..................................... 4,636 4,989 9,158 9,823
------- ------- -------- --------
Loss before income taxes..................................... (2,084) (1,280) (4,714) (2,423)
Income tax benefit........................................... (331) (266) (905) (467)
------- ------- -------- -------
Net loss..................................................... $(1,753) $(1,014) $(3,809) $(1,956)
======= ======= ======= =======
</TABLE>
See notes to condensed consolidated financial statements.
2
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RBX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
3 Months 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1996 1997 1996 1997
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Operating activities:
Net loss.................................................. $ (1,753) $ (1,014) $ (3,809) $ (1,956)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation.............................................. 1,841 2,062 3,598 4,135
Amortization.............................................. 1,137 1,063 2,238 2,120
Provision for deferred income taxes....................... (638) (266) (1,458) (523)
Loss (gain) on disposal of equipment...................... (3) 31 (9) 31
Increase (decrease) in cash from changes in assets and
liabilities net of effect of business acquisition:
Accounts receivable...................................... (242) 905 (4,324) (6,363)
Inventories.............................................. 3,022 345 1,282 (421)
Prepaid and other current assets......................... (56) 296 (703) 523
Other assets............................................. -- 320 -- --
Accounts payable......................................... (1,283) 733 691 4,676
Accrued liabilities...................................... (2,242) (2,744) 609 607
Other liabilities........................................ (207) 479 585 641
--------- ------- -------- --------
Net cash provided by (used in) operating activities........ (424) 2,210 (1,300) 3,470
Investing activities:
Capital expenditures....................................... (1,437) (5,209) (2,577) (10,353)
Acquisitions, net of cash acquired......................... (20,538) (140) (20,538) (961)
Proceeds from disposals of property, plant and equipment... 3 16 9 16
--------- -------- -------- --------
Net cash used in investing activities...................... (21,972) (5,333) (23,106) (11,298)
Financing activities:
Contributions to capital................................... 10,030 -- 10,030 --
Dividends.................................................. -- (291) -- (291)
Proceeds from borrowings................................... 19,500 5,500 19,500 10,500
Payments of financing fees................................. (300) -- (481) --
Principal payments on long-term debt....................... (8,086) (2,086) (8,180) (5,674)
--------- --------- -------- --------
Net cash provided by financing activities.................. 21,144 3,123 20,869 4,535
Net decrease in cash and cash equivalents.................. (1,252) -- (3,537) (3,293)
Cash and cash equivalents:
Beginning of period....................................... 3,538 -- 5,823 3,293
--------- --------- -------- --------
End of period............................................. $ 2,286 $ -- $ 2,286 $ --
========= ========== ======== ========
See notes to condensed consolidated financial statements.
</TABLE>
3
<PAGE>
RBX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except as otherwise noted)
1. Significant Accounting Policies
Basis of Presentation
The December 31, 1996, condensed balance sheet data is derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles. The interim condensed financial statements are
unaudited. In management's opinion, the financial statements of RBX Corporation
and subsidiaries (the "Company") reflect all adjustments (consisting of
adjustments of a normal recurring nature) 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 or any
other interim period.
2. Acquisitions
On June 10, 1996, Rubatex Corporation, a wholly owned subsidiary of the Company,
acquired certain assets and assumed certain liabilities of the Ensolite(R)
division ("Ensolite") of Uniroyal Technology Corporation ("Uniroyal") for an
aggregate purchase price of $25.6 million plus direct costs of approximately
$2.5 million ("Ensolite Acquisition"). Ensolite is a manufacturer of certain
types of closed-cell foam. The Company obtained the funds necessary to
consummate this transaction from the proceeds of an additional Tranche B Term
Loan of $10.0 million and an equity contribution by RBX Group of $15.0 million.
The equity contribution was derived from a $10.0 million cash contribution to
RBX Group by American Industrial Partners Capital Fund, L.P. and from a
subordinated unsecured note of $5.0 million issued by RBX Group to Uniroyal,
bearing interest at 11.75% per annum.
3. Inventories
Components of inventory are as follows:
December 31, June 30,
1996 1997
------------ ---------
Raw materials $ 12,935 $16,553
Work-in-progress 3,959 3,206
Finished goods 21,741 19,297
------------ ---------
$ 38,635 $39,056
============ =========
4
<PAGE>
RBX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. Long-Term Debt
RBX Corporation is a holding company with no assets or operations other than its
investments in its subsidiaries. All of RBX Corporation's subsidiaries are
wholly owned and have guaranteed the 11 1/4% Senior Subordinated Notes (the
"Senior Subordinated Notes") and the indebtedness under the Company's credit
agreement, dated October 16, 1995, as amended (the "Credit Agreement") on a
full, unconditional, and joint and several basis. Indebtedness under the Credit
Agreement is also collateralized by substantially all of the Company's assets.
Separate financial statements of the guarantor subsidiaries have not been
presented as management has determined that such separate financial statements
would not be material to an investor.
The terms of the Credit Agreement and the Senior Subordinated Notes place
restrictions on the Company's ability to incur additional indebtedness and issue
preferred stock, incur liens, pay dividends or make other distributions and
repurchase equity interests or subordinated indebtedness. The Company's Credit
Agreement also contains financial covenants including leverage ratios, interest
expense ratios, and minimum levels of EBITDA, as defined by the Credit
Agreement. During 1996, the Company entered into amendments to the Credit
Agreement which modified certain of these covenants to provide the Company with
greater flexibility and provide for the Ensolite Acquisition. Certain of these
covenants become more restrictive for the quarter ending September 30, 1997.
Management believes that the Company will maintain its compliance with all of
these covenants in the foreseeable future; however, managements expected
compliance with future covenant requirements may be impacted by the timing and
success of the Company's improvement initiatives at Bedford and Conover. The
Company was in compliance with all terms of the Credit Agreement and the Senior
Subordinated Notes at December 31, 1996 and June 30, 1997.
As of June 30, 1997, the Company had available unused borrowing capacity of
$15.3 million under the revolving credit facility.
5. 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, 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 various 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 best estimate, will be
sufficient to satisfy anticipated costs of known remediation requirements. As a
result of factors such as the continuing evolution of environmental laws and
regulatory requirements, the availability and application of technology, and
the identification of presently unknown RBX 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.
5
<PAGE>
ITEM 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
The following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements and notes thereto included in this
report as well as the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
As further discussed in Note 2 to the Company's Condensed Consolidated Financial
Statements, the Company acquired Ensolite on June 10, 1996. The Ensolite
Acquisition was accounted for using the purchase method of accounting and
accordingly, the operating results of the Company reflect the operations of
Ensolite subsequent to the date of its acquisition.
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 loss in millions of dollars and as a percentage of net sales.
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1996 1997 1996 1997
------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $70.6 100.0% $ 72.5 100.0% $138.5 100.0% $144.4 100.0%
Cost of goods sold 60.0 85.0 61.0 84.1 117.9 85.1 120.9 83.7
Gross profit 10.6 15.0 11.5 15.9 20.6 14.9 23.5 16.3
SG&A* 7.1 10.1 6.9 9.5 14.4 10.4 14.4 10.0
Operating income 2.6 3.7 3.7 5.1 4.4 3.2 7.4 5.1
Net loss (1.8) (2.5) (1.0) (1.4) (3.8) (2.7) (2.0) (1.4)
</TABLE>
* includes management fees
Results of Operations
Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996
Net Sales. Net sales increased to $72.5 million for the three months ended
June 30, 1997, from $70.6 million for the comparable period in 1996, an increase
of $1.9 million or 2.7%. Net sales on a comparable basis, excluding Ensolite,
decreased by $1.1 million or 1.6%.
Net sales for the Company's foam product operations (the "Foam Group") increased
to $54.3 million for the three months ended June 30, 1997, from $52.8 million
for the comparable period in 1996, an increase of $1.5 million or 2.8%.
Excluding Ensolite from the Foam Group's net sales, there was a decrease of $1.5
million or 2.9%. Sales in the second quarter of 1997 at Rubatex, Groendyk, and
OleTex increased by 5.6%, 6.0%, and 1.6%, respectively, over the comparable
period in 1996. Decreases in sales were experienced at Rubatex's Conover
operations and at Universal Polymer & Rubber ("Universal"). The decrease at
Conover resulted from start-up difficulties associated with the production of
Ensolite materials. Universal's sales were down due to softer markets for
certain products as well as problems associated with the relocation of
production from the Company's Dawsonville, Georgia plant to the Middlefield,
Ohio plant which caused delays in shipping and lost sales. Sales at the
Company's custom rubber mixing operations (the "Mixing Group") increased to
$20.8 million in the second quarter of 1997 from $19.6 million in the second
quarter of 1996, an increase of $1.2 million or 6.1%.
6
<PAGE>
Gross Profit. Gross profit increased to $11.5 million in the second
quarter of 1997 from $10.6 million in the second quarter of 1996, an increase of
$0.9 million or 8.5%. As a percentage of net sales, gross profit increased to
15.9% in the second quarter of 1997 from 15.0% in the second quarter of 1996.
Excluding Ensolite, gross profit increased 6.8% over such periods, with
Groendyk, Midwest, and Hoover-Hanes realizing better than 10% increases in gross
profit. Efforts to improve operations and reduce costs in the Bedford, Virginia
operations of Rubatex resulted in significant improvements in gross profit at
Bedford for the second quarter of 1997 compared to the second quarter of 1996.
Overall,gross profit was negatively impacted by start-up difficulties associated
with the production of Ensolite materials.
SG&A. SG&A was $6.9 million for the quarter ended June 30, 1997, a
decrease of $0.2 million from the second quarter of 1996. As a percentage of net
sales, SG&A decreased to 9.5% for the second quarter of 1997 from 10.1% for the
comparable period in 1996.
Operating Income. Operating income increased to $3.7 million in the second
quarter of 1997 from $2.6 million in the second quarter of 1996, an increase of
$1.1 million. As a percentage of net sales, operating income increased to 5.1%
in the second quarter of 1997 from 3.7% in the second quarter of 1996.
Net Loss. The net loss for the second quarter of 1997 decreased to $1.0
million from a net loss of $1.8 million for the comparable period in 1996, an
improvement of $0.8 million. This improvement was achieved despite an increase
in interest expense of $0.4 million resulting from an increase in debt related
to the Ensolite Acquisition and additional borrowings under the Credit
Agreement.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Net Sales. Net sales increased to $144.4 million for the six months ended
June 30, 1997, from $138.5 million for the comparable period in 1996, an
increase of $5.9 million or 4.3%. Excluding Ensolite, net sales decreased by
$1.4 million or 1.0%. Net sales for the Foam Group increased to $107.5 million
for the six months ended June 30, 1997 from $101.1 million for the comparable
period in 1996, an increase of $6.4 million or 6.3%. Excluding Ensolite from the
Foam Group's net sales, there was a decrease of $0.9 million or 0.9%. Sales at
Rubatex's Bedford operations improved, with OleTex and Groendyk both increasing
sales by 7.6%. Decreases in sales at Rubatex's Conover operations and at
Universal also impacted the first half of 1997. The decrease at Conover resulted
from start-up difficulties associated with the production of Ensolite materials.
Universal's sales were down due to softer markets for certain products as well
as problems associated with the relocation of production from the Company's
Dawsonville, Georgia plant to the Middlefield, Ohio plant which caused delays in
shipping and lost sales. Sales at the Mixing Group increased to $41.7 million in
the first half of 1997 from $41.4 million in the first half of 1996, an increase
of $0.3 million or 0.7%.
Gross Profit. Gross profit increased to $23.5 million in the first half of
1997 from $20.6 million over the comparable period in 1996, an increase of $2.9
million or 14.1%. As a percentage of net sales, gross profit increased to 16.3%
in the first half of 1997 from 14.9% in the first half of 1996. Excluding
Ensolite, gross profit increased 7.9% over such periods. Gross profit at
Groendyk improved moderately and the Mixing Group experienced a 17.1%
improvement in gross profit during the first half of 1997. Efforts to improve
operations and reduce costs in the Bedford, Virginia operations of Rubatex
resulted in a 17.6% increase in gross profit at Bedford for the six months ended
June 30, 1997 compared to the same period in the prior year. Overall, gross
profit was negatively impacted by the aforementioned start-up difficulties
associated with Ensolite and relocation of production at Universal.
SG&A. SG&A was unchanged at $14.4 million for the six months ended June
30, 1997, compared to the six months ended June 30, 1996; however, as a
percentage of net sales, SG&A decreased to 10.0% for the first half of 1997 from
10.4% for the comparable period in 1996.
Operating Income. Operating income increased to $7.4 million in the first
half of 1997 from $4.4 million in the first half of 1996, an increase of $3.0
million. As a percentage of net sales, operating income increased to 5.1% in the
first half of 1997 from 3.2% in the first half of 1996.
7
<PAGE>
Net Loss. The net loss for the six months ended June 30, 1997 decreased to
$2.0 million from a net loss of $3.8 million for the comparable period in 1996,
an improvement of $1.8 million. This improvement was achieved despite an
increase in interest expense of $0.7 million resulting from an increase in debt
related to the Ensolite Acquisition and additional borrowings under the Credit
Agreement.
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 flow from operating activities
improved to cash provided of $2.2 million for the three months ended June 30,
1997, from cash used of $0.4 million for the three months ended June 30, 1996.
For the six months ended June 30, 1997, cash flow from operating activities
improved to cash provided of $3.5 million from cash used of $1.3 million for the
six months ended June 30, 1996. Days sales outstanding in receivables improved
to 50.3 days at the end of the quarter compared to 55.0 days at the same time
last year.
Cash Flows From Investing Activities. The Company's cash used in investing
activities was $5.3 million in the three months ended June 30, 1997, compared to
$22.0 million in the same period of 1996 which included the effect of the
Ensolite Acquisition. For the six months ended June 30, 1997, investing
activities required cash of $11.3 million in comparison to $23.1 million in the
prior period. Capital expenditures were $5.2 million for the second quarter of
1997 compared to $1.4 million for the second quarter of 1996. For the six months
ended June 30, 1997, capital expenditures were $10.4 million compared to $2.6
million for the comparable period in the prior year.
Cash Flows From Financing Activities. Financing activities provided cash
flows of $3.1 million in the second quarter of 1997. Proceeds from borrowings
under the Credit Agreement of $5.5 million funded capital expenditures and short
term operating requirements; available cash was used to repay $2.1 million in
revolving loans under the Credit Agreement during the second quarter of 1997.
The Company has a $30.0 million line of credit under the Credit Agreement,
$2.2 million of which is used for an irrevocable standby letter of credit. As
of June 30, 1997, borrowings from the line of credit were $12.5 million and
unused borrowing capacity under the Credit Agreement was $15.3 million.
EBITDA. Earnings before interest, taxes, depreciation and amortization
(EBITDA) as defined by the Credit Agreement, prior to subordinated management
fees, increased to $6.9 million for the three months ended June 30, 1997, from
$5.8 million for the comparable period in 1996, an increase of $1.1 million. For
the six months ended June 30, 1997, EBITDA, prior to subordinated management
fees, increased to $13.9 million from $10.8 million, an increase of $3.1
million.
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 statement of
operations 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 contains certain financial covenants including
leverage ratios, interest expense ratios, and minimum levels of EBITDA, as
defined by the Credit Agreement. Certain of these covenants become more
restrictive for the quarter ending September 30, 1997. Management believes that
the Company will maintain its compliance with all of these covenants in the
foreseeable future; however, management's expected compliance with future
covenant requirements may be impacted by the timing and success of the Company's
improvement initiatives at Bedford and Conover. As of June 30, 1997, the
Company was in compliance with all of these covenants.
8
<PAGE>
Disclosure Regarding Forward-Looking Statements
The information herein may include "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements, other than statements of
historical facts included herein, regarding the Company's financial position,
business strategy and cost cutting plans may constitute forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Actual results could differ
materially from the Company's expectations. Information on significant
potential risks and uncertainties not discussed herein may be found in the
Company's filings with the Securities and Exchange Commission.
New Accounting Standards
In June, 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." This statement establishes standards for reporting and
display of comprehensive income and its components in a full set of general-
purpose financial statements. The statement becomes effective for the Company
in 1998.
Also in June, 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." This statement requires public business
enterprises to report financial and descriptive information about its reportable
operating segments in annual financial statements and requires that those
enterprises report selected information about reportable operating segments in
interim financial reports issued to shareholders. It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. The statement becomes effective for the Company in 1998.
9
<PAGE>
PART II
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Item
- ----------- ------------------------------------------------------------------
3.1 Certificate of Incorporation of RBX Corporation.*
3.2 By-laws of RBX Corporation.*
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 16, 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.*
4.6 Securities Purchase Agreement, dated as of June 10, 1996, among
RBX Group, Inc. and American Industrial Partners Capital Fund,
L.P.**
4.7 Stockholders Agreement, dated as of June 10, 1996, among RBX
Group, Inc. and American Industrial Partners Capital Fund, L.P.**
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 Amendment No. 2, dated as of April 15, 1996, to the Credit
Agreement among RBX Corporation, RBX Group, Inc., the Lenders and
the Agent.**
10.4 Amendment No. 3, dated as of December 3, 1996, to the Credit
Agreement among RBX Corporation, RBX Group, Inc., the Lenders and
the Agent.***
10.5 Security Agreement, dated as of October 16, 1995, made by RBX
Corporation, in favor of the Agent.*
10.6 Pledge Agreement, dated as of October 16, 1995, made by RBX
Corporation in favor of the Agent.*
10
<PAGE>
10.7 Form of Security Agreement, dated as of October 16, 1995, made by
each Subsidiary Guarantor in favor of the Agent.*
10.8 Form of Pledge Agreement, dated as of October 16, 1995, made by each
Subsidiary Guarantor in favor of the Agent.*
10.9 Form of Subsidiaries' Guarantee, dated as of October 16, 1995, made
by each Subsidiary Guarantor in favor of the Agent.*
10.10 Agreement and Plan Merger, dated as of August 2, 1995, by and among
RBX Investors, Inc., RBX Group, Inc., RBX-AIP Acquisition, Inc. and AEA
Investors, Inc.*
10.11 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.*
10.12 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.*
10.13 Management Stock Option Plan Adopted by the Board of Directors of
RBX Group, Inc. as of October 16, 1995.*
10.15 Employment Agreement between RBX Corporation and John D. Fisher.*
10.17 Employment Agreement between RBX Corporation and Frank H. Roland.*
10.19 Executive Employees Supplemental Retirement Plan as Amended and
Restated December 15, 1993.*
10.20 Pension Plan effective as of January 1, 1991.*
21.1 Subsidiaries of RBX Corporation.***
27.1 Financial Data Schedule.
__________________________
*Incorporated by reference to Registration Statement on Form S-4, File No.
333-1992, filed on March 5, 1996 and amended on April 15, 1996 and on April 24,
1996.
**Incorporated by reference to RBX Corporation's Quarterly Report on Form 10-Q
for the period ended June 30, 1996, filed on August 14, 1996 and amended on
August 20, 1996.
***Incorporated by reference to RBX Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996, filed on March 27, 1997.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ending June 30, 1997.
11
<PAGE>
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)
Date: ________________ __________________________________
FRANK H. ROLAND
PRESIDENT, CHIEF EXECUTIVE
OFFICER & DIRECTOR
12
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