<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 September 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 September 30, 1997 was 1,000.
<PAGE>
RBX CORPORATION
Index
-----
<TABLE>
<CAPTION>
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.................................... 7
PART II.................................................................. 11
ITEM 6. Exhibits and Reports on Form 8-K............................. 11
</TABLE>
<PAGE>
PART I
ITEM 1. Financial Statements
RBX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS
<TABLE>
<CAPTION>
December 31, September 30,
1996 1997
------------ -------------
<S> <C> <C>
Cash and cash equivalents.............................................................. $ 3,293 $ -
Accounts receivable, less allowance for doubtful accounts of
$1,337 and $1,414, respectively..................................................... 33,740 39,289
Inventories............................................................................ 38,635 40,170
Deferred income taxes.................................................................. 1,112 1,112
Prepaid and other current assets....................................................... 2,130 1,821
-------- --------
Total current assets................................................................ 78,910 82,392
Property, plant and equipment, net..................................................... 91,068 97,964
Deferred income taxes, non-current..................................................... 11,096 11,919
Intangible and other assets, net....................................................... 99,626 97,643
-------- --------
Total assets........................................................................ 280,700 289,918
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable....................................................................... 12,867 24,907
Accrued liabilities.................................................................... 17,342 19,465
Current portion of postretirement benefit obligation................................... 2,302 2,302
Current portion of long-term debt...................................................... 1,728 7,631
-------- --------
Total current liabilities........................................................... 34,239 54,305
Long-term debt......................................................................... 183,164 174,495
Postretirement benefit obligation...................................................... 32,032 32,656
Pension benefit obligation............................................................. 9,228 9,690
Other liabilities...................................................................... 1,724 1,704
Commitments and contingencies.......................................................... - -
Stockholder's equity:
Comment stock, $0.01 par value, 1,000 shares authorized, issued and outstanding..... - -
Additional paid-in-capital.......................................................... 58,690 58,399
Accumulated deficit................................................................. (38,377) (41,331)
-------- --------
Total stockholder's equity....................................................... 20,313 17,068
-------- --------
Total liabilities and stockholder's equity....................................... $280,700 $289,918
======== ========
</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 9 Months 9 Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1996 1997 1996 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales............................................................ $71,087 $68,877 $209,625 $213,246
Cost of goods sold................................................... 59,742 57,248 177,665 178,143
------- ------- -------- --------
Gross profit......................................................... 11,345 11,629 31,960 35,103
Selling, general and administrative costs............................ 6,757 6,748 20,635 20,628
Management fees...................................................... 229 252 730 755
Amortization of goodwill and other intangibles....................... 990 842 2,791 2,502
Other expense (income)............................................... (18) 64 (27) 95
------- ------- ------- -------
Operating income..................................................... 3,387 3,723 7,831 11,123
Interest expense, including amortization of deferred financing fees.. 4,739 5,021 13,897 14,844
------- ------- ------- -------
Loss before income taxes............................................. (1,352) (1,298) (6,066) (3,721)
Income tax expense (benefit)......................................... 79 (300) (826) (767)
------- ------- ------- -------
Net loss............................................................. $(1,431) $ (998) $(5,240) $(2,954)
======= ======= ======= =======
</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 9 Months 9 Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1996 1997 1996 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Operating activities:
Net loss..................................................... $(1,431) $ (998) $ (5,240) $ (2,954)
Adjustments reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation............................................... 1,969 2,035 5,567 6,170
Amortization............................................... 1,217 1,075 3,455 3,195
Provision for deferred income taxes........................ 679 (300) (779) (823)
Loss (gain) on disposal of equipment....................... (18) 64 (27) 95
Increase (decrease) in cash from changes in assets
and liabilities net of effect of business acquisition:
Accounts receivable...................................... 3,360 814 (964) (5,549)
Inventories.............................................. 343 (1,114) 1,625 (1,535)
Prepaid and other current assets......................... (644) (214) (1,347) 309
Other assets............................................. (66) 50 (165) 50
Accounts payable......................................... 535 7,364 1,226 12,040
Accrued liabilities...................................... 3,481 1,679 3,758 2,286
Other liabilities........................................ (520) 425 496 1,066
------- ------- -------- --------
Net cash provided by operating activities.................... 8,905 10,880 7,605 14,350
Investing activities:
Capital expenditures......................................... (3,020) (3,280) (5,596) (13,633)
Acquisitions, net of cash acquired........................... (699) (58) (21,237) (1,019)
Proceeds from disposals of property, plant and equipment..... 31 50 40 66
------- ------- -------- --------
Net cash used in investing activities........................ (3,688) (3,288) (26,793) (14,586)
Financing activities:
Contribution to capital...................................... -- -- 10,030 --
Dividends.................................................... -- -- -- (291)
Proceeds from borrowings..................................... -- 1,000 19,500 11,500
Principal payments on long-term debt......................... (5,583) (8,592) (13,764) (14,266)
Payments of financing fees................................... (62) -- (543) --
------- ------- -------- --------
Net cash provided by (used in) financing activities.......... (5,645) (7,592) 15,223 (3,057)
Net decrease in cash and cash equivalents.................... (428) -- (3,965) (3,293)
Cash and cash equivalents:
Beginning of period........................................ 2,286 -- 5,823 3,293
------- ------- -------- --------
End of Period.............................................. $ 1,858 $ -- $ 1858 $ --
======= ======= ======== ========
</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 accompanying condensed consolidated financial statements include the
accounts of RBX Corporation and its wholly owned subsidiaries (the "Company").
The Company's subsidiaries, Rubatex Corporation, OleTex, Inc., Grocndyk Mfg Co.,
Inc., Universal Polymer & Rubber, Inc., Midwest Rubber Custom Mixing Corp., and
Hoover-Hanes Rubber Custom Mixing Corp., operate manufacturing facilities which
are located primarily in the southeastern United States.
The interim financial data as of and for the three months and nine months ended
September 30, 1997 are unaudited and have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
management's opinion, all adjustments (consisting of adjustments of a normal
recurring nature) necessary for a fair presentation have been included. The
year-end balance sheet information was derived from audited financial
statements, but excludes certain disclosures included in the Company's annual
report on Form 10-K.
These condensed consolidated financial statements should be read in conjunction
with the audited financial statements and notes thereto as well as the other
information included in the Company's annual report on Form 10-K for the year
ended December 31, 1996. 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 $26.0 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, an equity contribution by RBX Group of $15.0 million and
$3.5 million from internally generated sources. 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, September 30,
1996 1997
------------ -------------
Raw materials $12,935 $16,515
Work-in-process 3,959 3,535
Finished goods 21,741 20,120
------------ -------------
$38,635 $40,170
============ =============
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, issue
preferred stock, incur liens, pay dividends, 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 allow 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 September 30, 1997. However, due to more restrictive covenant
requirements in future quarters and based on the levels of EBITDA generated from
current operations, it is probable that the Company will fail to satisfy its
covenant requirements at December 31, 1997. The Company is negotiating with its
present lenders to obtain relief from future covenant restrictions, and is
evaluating alternative financing arrangements. There can be no assurance that
any such amendment or refinancing will be successful or, if entered into, what
the related terms and conditions would be.
As of September 30, 1997, the Company had available unused borrowing capacity of
$22.8 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, the Company is responsible for the environmental
clean-up of certain property for contamination which occurred prior to the
Company's ownership. 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, 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. As a result of
factors such as the continuing evolution of environmental laws and regulatory
requirements, the availability and application of technology, and the
5
<PAGE>
RBX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5. Contingent Liabilities, continued
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.
6
<PAGE>
ITEM 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
The following discussion and analysis provides information which management
believes is relevant to an understanding of the operations and financial
condition of RBX Corporation and subsidiaries (the "Company"). This discussion
and analysis should be read in conjunction with the condensed consolidated
financial statements and notes thereto included in this Form 10-Q 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.
Results of Operations
Net Sales
Net sales decreased to $68.9 million for the three months ended September 30,
1997 compared to $71.1 million for the same period in 1996, a decrease of $2.2
million or 3.1%. Net sales increased to $213.2 million for the nine months ended
September 30, 1997 from $209.6 million for the comparable period in 1996, an
increase of $3.6 million or 1.7%.
Net sales for the Company's foam product operations (the "Foam Group") decreased
to $50.7 million for the quarter ended September 30, 1997 from $53.4 million for
the same period in 1996, a decrease of $2.7 million or 5.1%. For the nine months
ended September 30, 1997, the Foam Group's net sales increased to $158.2 million
from $154.6 million for the comparable period in 1996, an increase of $3.6
million or 2.3%. This year-to-date increase was primarily attributable to the
Ensolite Acquisition. The third quarter decrease was the result of continued
startup difficulties associated with the production of Ensolite products.
Decreases at Universal Polymer & Rubber, Inc. ("Universal") also offset the
positive sales impact of the Ensolite Acquisition in the year-to-date period.
Universal's net sales decreased due to a softening in demand for certain of its
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.
Net sales at the Company's custom rubber mixing operations (the "Mixing Group")
increased to $20.2 million in the third quarter of 1997 compared to $19.3
million in the third quarter of 1996. The Mixing Group's net sales for the nine
months ended September 30, 1997 increased to $61.9 million compared to $60.8
million for the same period in 1996, an increase of $1.1 million or 1.8%. These
improvements are the result of strengthened demand in the Mixing Group's core
markets over the comparable periods in 1996.
Gross Profit
Gross profit for the third quarter increased slightly to $11.6 million from
$11.3 million in the third quarter of 1996. For the nine months ended September
30, 1997, gross profit increased to $35.1 million from $32.0 million for the
same period in 1996, an increase of $3.1 million or 9.7%. At the Foam Group,
efforts to improve operations and reduce costs in the Bedford, Virginia
operations of Rubatex yielded improvements to gross profit in both the year-to-
date period and in the latest quarter. However, these improvements were more
than offset by decreases in gross profit related to the aforementioned
difficulties at Conover and Universal. Strong improvements in gross profit at
the Mixing Group contributed to the overall increase, as did credits in the
third quarter of $1.7 million related to an employee healthcare cost rebate and
certain royalties. Third-quarter gross profit as a percentage of net sales
increased to 16.9% from 16.0% for the same period in 1996 and, for the nine
months ended September 30, 1997, gross profit as a percentage of net sales
increased to 16.5% from 15.2% for the comparable period in 1996.
7
<PAGE>
Selling, General and Administrative
Selling, general and administrative expense decreased slightly in the third
quarter of 1997 in comparison to the third quarter of 1996. At $20.6 million for
the nine months ended September 30, 1997, selling, general and administrative
expense was unchanged from the same period in 1996.
Operating Income
For the reasons discussed under gross profit above, third-quarter 1997 operating
income increased to $3.7 million from $3.4 million in the third quarter of 1996.
Operating income increased to $11.1 million for the nine months ended September
30, 1997 from $7.8 million for the same period in 1996, an increase of $3.3
million. As a percentage of net sales, operating income increased to 5.2% for
the nine months ended September 30, 1997 compared to 3.7% for the same period in
1996.
Net Loss
The third-quarter net loss decreased to $1.0 million from $1.4 million in the
prior year. For the nine months ended September 30, 1997, it decreased to $3.0
million from $5.2 million for the nine months ended September 30, 1996. This
improvement was achieved despite an increase in interest expense of $0.9 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 and
borrowings under the Credit Agreement. Pursuant to its operating strategy, the
Company maintains minimal to no cash balances and is substantially dependent
upon, among other things, the availability of adequate working capital financing
to support inventories and accounts receivable. 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 September 30, 1997, borrowings on
the line of credit were $5.0 million and unused borrowing capacity under the
Credit Agreement was $22.8 million.
Cash Flow From Operating Activities
Third-quarter cash flow from operating activities increased to $10.9 million for
1997 compared to $8.9 million for the third quarter of 1996. Cash flow from
operating activities increased to $14.4 million for the nine months ended
September 30, 1997, from $7.6 million for the nine months ended September 30,
1996. This increase was primarily the result of an increase in accounts payable
of $12.0 million for the nine months ended September 30, 1997 as compared to an
increase of $1.2 million for the same period in 1996. The 1997 increase in cash
from operating activities also reflects cash of $1.3 million provided by an
employee healthcare cost rebate of $0.8 million and cash royalties received of
$0.5 million.
Cash Flow From Investing Activities
Cash used in investing activities was $3.3 million for the third quarter of 1997
compared to $3.7 million for the third quarter of 1996. For the nine months
ended September 30, 1997, cash used in investing activities decreased to $14.6
million from $26.8 million. Cash expenditures related to the Ensolite
Acquisition decreased to $1.0 million for the nine months ended September 30,
1997, from $21.2 million for the nine months ended September 30, 1996. The
Company continued its strategy of investing in improved plant and equipment with
capital expenditures of $13.6 million for the nine months ended September 30,
1997 compared to $5.6 million for the same period in 1996. Expansion at
Rubatex's Conover, North Carolina plant and relocation of the Ensolite
operations from Indiana accounted for a substantial portion of the 1997 capital
expenditures.
8
<PAGE>
Cash Flow From Financing Activities
Cash used in financing activities increased to $7.6 million in the third quarter
of 1997 compared to cash used of $5.6 million in the third quarter of 1996.
Financing activities used cash of $3.1 million for the nine months ended
September 30, 1997 compared to providing cash of $15.2 million for the
comparable period in 1996. For the nine months ended September 30, 1997,
proceeds from borrowings under the credit agreement of $11.5 million were used
to finance capital expenditures and short-term operating requirements; available
cash was used to repay $14.0 million in revolving loans under the Credit
Agreement.
Principal maturities on the Company's term notes begin with a December 31, 1997,
payment of $1.4 million. Maturities for 1998 and 1999 will be $7.9 million and
$10.4 million, respectively.
Earnings Before Interest, Taxes, Depreciation and Amortization
Earnings before interest, taxes, depreciation and amortization (EBITDA) as
defined by the Credit Agreement, prior to subordinated management fees,
increased to $7.3 million for the three months ended September 30, 1997, from
$7.0 million for the comparable period in 1996, an increase of $0.3 million.
For the nine months ended September 30, 1997, EBITDA, prior to subordinated
management fees, increased to $21.3 million from $17.9 million, an increase of
$3.4 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. As of September 30, 1997, the Company was in
compliance with all of these covenants. However, due to more restrictive
covenant requirements in future quarters and based on the levels of EBITDA
generated from current operations, it is probable that the Company will fail to
satisfy its covenant requirements at December 31, 1997. The Company is
negotiating with its present lenders to obtain relief from future covenant
restrictions, and is evaluating alternative financing arrangements. There can
be no assurance that any such amendment or refinancing will be successful or, if
entered into, what the related terms and conditions would be.
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 be 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.
9
<PAGE>
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.
10
<PAGE>
PART II
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Item
<TABLE>
<CAPTION>
- ----------- -------------------------------------------------------------------
<S> <C>
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.*
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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 Frank H. Roland.*
10.15 Executive Employees Supplemental Retirement Plan as Amended and
Restated December 15, 1993.*
10.16 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 September 30,
1997.
</TABLE>
12
<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: November 14, 1997 /s/ JOHN C. CANTLIN
---------------------- -----------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 40,703
<ALLOWANCES> 1,414
<INVENTORY> 40,170
<CURRENT-ASSETS> 82,392
<PP&E> 112,465
<DEPRECIATION> 14,501
<TOTAL-ASSETS> 289,918
<CURRENT-LIABILITIES> 54,305
<BONDS> 174,495
0
0
<COMMON> 0
<OTHER-SE> 17,068
<TOTAL-LIABILITY-AND-EQUITY> 289,918
<SALES> 213,246
<TOTAL-REVENUES> 213,246
<CGS> 178,143
<TOTAL-COSTS> 178,143
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,844
<INCOME-PRETAX> (3,721)
<INCOME-TAX> (767)
<INCOME-CONTINUING> (2,954)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,954)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
