<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 March 31, 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 March 31, 1997 was 1,000.
<PAGE>
RBX CORPORATION
<TABLE>
<CAPTION>
Index
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Page
----
<S> <C>
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...........................................................9
ITEM 6. Exhibits and Reports on Form 8-K....................9
</TABLE>
<PAGE>
PART I
ITEM 1. Financial Statements
RBX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
------------ ------------
<S> <C> <C>
Cash and cash equivalents............................................................... $ 3,293 $ -
Accounts receivable, less allowance for doubtful accounts of
$1,337 and $1,318, respectively....................................................... 33,740 41,008
Inventories............................................................................. 38,635 39,401
Deferred income taxes................................................................... 1,112 1,112
Prepaid and other current assets........................................................ 2,130 1,903
----------- -----------
Total current assets................................................................ 78,910 83,424
Property, plant and equipment, net...................................................... 91,068 93,733
Deferred income taxes, non-current...................................................... 11,096 11,353
Intangibles and other assets, net...................................................... 99,626 99,295
----------- -----------
Total assets........................................................................ 280,700 287,805
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable........................................................................ 12,867 16,810
Accrued liabilities..................................................................... 17,342 19,872
Current portion of postretirement benefit obligation.................................... 2,302 2,302
Current portion of long-term debt....................................................... 1,728 3,697
----------- -----------
Total current liabilities........................................................... 34,239 42,681
Long-term debt.......................................................................... 183,164 182,607
Postretirement benefit obligation....................................................... 32,032 32,214
Pension benefit obligation.............................................................. 9,228 9,228
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 58,690
Accumulated deficit................................................................... (38,377) (39,319)
----------- ----------
Total stockholder's equity.......................................................... 20,313 19,371
----------- ----------
Total liabilities and stockholder's equity.......................................... $ 280,700 $ 287,805
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE>
RBX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
3 Months 3 Months
Ended Ended
March 31, March 31,
1996 1997
--------- ---------
<S> <C> <C>
Net sales........................................................................... $ 67,986 $ 71,822
Cost of goods sold.................................................................. 57,970 59,837
-------- --------
Gross profit........................................................................ 10,016 11,985
Selling, general and administrative costs........................................... 6,997 7,213
Management fees.................................................................... 252 251
Amortization of goodwill and other intangibles...................................... 881 830
Other income........................................................................ (6) -
-------- --------
Operating income.................................................................... 1,892 3,691
Interest expense, including amortization of deferred financing fees................. 4,522 4,834
-------- --------
Loss before income taxes............................................................ (2,630) (1,143)
Income tax benefit.................................................................. (574) (201)
-------- --------
Net loss............................................................................ $ (2,056) $ (942)
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
RBX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
3 Months 3 Months
Ended Ended
March 31, March 31,
1996 1997
--------- ----------
<S> <C> <C>
Operating activities:
Net loss....................................................................... $(2,056) $ (942)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation................................................................ 1,757 2,073
Amortization................................................................ 1,101 1,057
Provision for deferred income taxes......................................... (820) (257)
Gain on disposal of equipment............................................... (6) -
Changes in assets and liabilities net of effect of business acquisition:
Increase in accounts receivable........................................... (4,082) (7,268)
Increase in inventories................................................... (1,740) (766)
(Increase) decrease in prepaid and other current assets................... (647) 227
Increase in other assets.................................................. - (320)
Increase in accounts payable............................................. 1,974 3,943
Increase in accrued liabilities.......................................... 2,851 3,351
Increase in other liabilities............................................. 792 162
------- -------
Net cash provided by (used in) operating activities............................ (876) 1,260
Investing activities:
Capital expenditures........................................................... (1,140) (5,144)
Acquisitions, net of cash acquired............................................. - (821)
Proceeds from disposals of property, plant and equipment....................... 6 -
------- -------
Net cash used in investing activities.......................................... (1,134) (5,965)
Financing activities:
Proceeds from borrowings....................................................... - 5,000
Payments of financing fees..................................................... (181) -
Principal payments on long-term debt........................................... (94) (3,588)
------- -------
Net cash provided by (used in) financing activities............................ (275) 1,412
Net decrease in cash and cash equivalents...................................... (2,285) (3,293)
Cash and cash equivalents:
Beginning of period......................................................... 5,823 3,293
------- -------
End of period............................................................... $ 3,538 $ -
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
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.
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
$2.3 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:
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
------------ ---------
<S> <C> <C>
Raw materials $12,935 $15,039
Work-in-process 3,959 3,790
Finished goods 21,741 20,572
------- -------
$38,635 $39,401
======= =======
</TABLE>
4. Income Taxes
The Company's effective income tax rate was 21.8% and 17.6% for the first
quarters of 1996 and 1997, respectively.
4
<PAGE>
RBX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5. 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. The Company was in
compliance with all terms of the Credit Agreement and the Senior Subordinated
Notes at December 31, 1996 and March 31, 1997.
As of March 31, 1997, the Company had available unused borrowing capacity of
$18.8 million under the revolving credit facility.
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, 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
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.
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 ended March 31,
-----------------------------------------
1996 1997
------------------ ------------------
<S> <C> <C> <C> <C>
Net Sales $68.0 100.0% $71.8 100.0%
Cost of goods sold 58.0 85.3 59.8 83.3
Gross profit 10.0 14.7 12.0 16.7
SG&A (including management fees) 7.2 10.6 7.5 10.4
Operating income 1.9 2.8 3.7 5.2
Net loss (2.1) (3.1) (0.9) (1.3)
</TABLE>
Results of Operations
Net Sales. Net sales increased to $71.8 million for the three months ended
March 31, 1997, from $68.0 million for the comparable period in 1996, an
increase of $3.8 million or 5.6%. Ensolite added $4.3 million in the first
quarter of 1997. Excluding Ensolite, net sales decreased by $0.5 million or
0.7%. Net sales for the Company's foam products operations (the "Foam Group")
increased to $53.1 million for the three months ended March 31, 1997, from $48.4
million for the comparable period in 1996, an increase of $4.7 million or 9.7%.
Excluding Ensolite from the Foam Group's net sales, there was an increase of
$0.4 million or 0.8%. The relatively flat level of sales for the Foam Group was
the net result of strong increases in sales of 14.3% and 8.8% at two operations,
OleTex and Groendyk, respectively, offset by a decrease in sales at one
operation, Universal Polymer & Rubber. Universal Polymer & Rubber sales were
down in the first three months of 1997 primarily for two reasons: (i) sales of
pipe and other gaskets were down due to a shift in the timing of some major
sales, and (ii) production problems associated with the relocation of certain
products from the Company's Dawsonville, Georgia plant to the Middlefield, Ohio
plant which caused delays in shipping and lost sales. Sales at the Rubatex
operations, excluding Ensolite, rose 0.3% in the first quarter of 1997 compared
to the first quarter of 1996. The increase in sales at the OleTex and Groendyk
operations are the result of broad based strength in their markets.
Sales of the Company's custom rubber mixing operations (the "Mixing Group")
decreased to $20.9 million in the first three months of 1997 from $21.8 million
in the first three months of 1996, a decrease of $0.9 million or 4.1%. The
decrease is the result of a reduction in business from peak shavers (customers
with their own mixing capacity who utilize outside mixers during periods of high
demand and bring all work in-house during periods of low demand), and lower
demand for reprocessed synthetic material produced at the Hoover-Hanes
operation.
6
<PAGE>
Gross Profit. Gross profit increased to $12.0 million in the first quarter
of 1997 from $10.0 million in the first quarter of 1996, an increase of $2.0
million or 20.0%. As a percentage of net sales, gross profit increased to 16.7%
in the first quarter of 1997 from 14.7% in the first quarter of 1996. Excluding
Ensolite, gross profit increased 9.0% over such periods, with OleTex, Groendyk,
and Midwest realizing better than 10% increases in gross profit. Efforts to
improve operations and reduce costs in the Bedford, Virginia operations of
Rubatex resulted in a reduction of labor and overhead costs at the plant of
18.0% for the first quarter of 1997 compared to the first quarter of 1996.
SG&A. SG&A was $7.5 million for the quarter ended March 31, 1997, an
increase of $0.3 million from the first quarter of 1996. As a percentage of net
sales, SG&A decreased to 10.4% for the first quarter of 1997 from 10.6% for the
comparable period in 1996.
Operating Income. Operating income increased to $3.7 million in the first
quarter of 1997 from $1.9 million in the first quarter of 1996, an increase of
$1.8 million or 94.7%. As a percentage of net sales, operating income increased
to 5.2% in the first quarter of 1997 from 2.8% in the first quarter of 1996.
Net Loss. The net loss for the first quarter of 1997 decreased to $0.9
million from a net loss of $2.1 million for the comparable period in 1996, an
improvement of $1.2 million. This improvement was achieved despite an increase
in interest expense of $0.3 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 $1.3 million for the three months ended March 31,
1997, from cash used of $0.9 million for the three months ended March 31, 1996.
This improvement was achieved despite an increase in accounts receivable of $7.3
million during the quarter, primarily due to the higher sales level. Days sales
outstanding in receivables improved to 51.3 days at the end of the quarter
compared to 56.5 days at the same time last year.
Cash Flows From Investing Activities. The Company's cash used in investing
activities was $6.0 million in the three months ended March 31, 1997, compared
to $1.1 million in the same period of 1996. Capital expenditures were $5.1
million for the first quarter of 1997 compared to $1.1 million for the first
quarter of 1996. Expansion at Rubatex's Conover, North Carolina plant and
relocation of the Ensolite operations from Indiana accounted for $3.7 million of
the first quarter 1997 capital expenditures. An additional $0.8 million was paid
in the first quarter of 1997 for costs related to the acquisition of Ensolite.
Cash Flows From Financing Activities. Financing activities provided cash
flows of $1.4 million in the first quarter of 1997. Proceeds from borrowings
under the Credit Agreement of $5.0 million helped finance capital expenditures
and available cash was used to repay $3.5 million in revolving loans under the
Credit Agreement during the first 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
March 31, 1997, borrowings from the line of credit were $9.0 million and unused
borrowing capacity under the Credit Agreement was $18.8 million.
EBITDA. Earnings before interest, taxes, depreciation and amortization
(EBITDA) as defined by the Credit Agreement, prior to subordinated management
fees, increased to $7.0 million for the three months ended March 31, 1997, from
$5.1 million for the comparable period in 1996, an increase of $1.9 million.
EBITDA for the first quarter of 1997 represents the highest quarterly EBITDA
achieved during the last five quarters.
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
7
<PAGE>
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. As of March 31, 1997, the Company was in
compliance with all of these covenants.
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.
8
<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.*
9
<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, 1996, 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.*
10.14 Employment Agreement between RBX Corporation and Steven W. Schaefer.*
10.15 Employment Agreement between RBX Corporation and John D. Fisher.*
10.16 Employment Agreement between RBX Corporation and Thomas F. Lemker.*
10.17 Employment Agreement between RBX Corporation and Frank H. Roland.*
10.18 Employment Agreement between RBX Corporation and Gerald J. Kirschke.*
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 March 31, 1997.
10
<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: ________________ __________________________________
THOMAS F. LEMKER
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 42,326
<ALLOWANCES> 1,318
<INVENTORY> 39,401
<CURRENT-ASSETS> 83,424
<PP&E> 104,159
<DEPRECIATION> 10,426
<TOTAL-ASSETS> 297,805
<CURRENT-LIABILITIES> 42,681
<BONDS> 182,607
0
0
<COMMON> 0
<OTHER-SE> 19,371
<TOTAL-LIABILITY-AND-EQUITY> 287,805
<SALES> 71,822
<TOTAL-REVENUES> 71,822
<CGS> 59,837
<TOTAL-COSTS> 59,837
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 531
<INTEREST-EXPENSE> 4,834
<INCOME-PRETAX> (1,143)
<INCOME-TAX> (201)
<INCOME-CONTINUING> (942)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (942)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
