UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended July 2, 1999 or
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 333-30699
RELIANT BUILDING PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1364873
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3010 LBJ Freeway, Suite 400, Dallas, Texas 75234
(Address of principal executive offices) (Zip Code)
(972) 919-1000
(Registrant's telephone number, including area code)
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 as 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
--- ---
Number of shares Common Stock outstanding as of August 13, 1999: 1,000
<PAGE>
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
QUARTER ENDED JULY 2, 1999
INDEX
PART I. FINANCIAL INFORMATION
- ----------------------------------
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
PART II. OTHER INFORMATION
- -------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Signatures
PART I. FINANCIAL INFORMATION
----------------------------------
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JULY 2, APRIL 2,
1999 1999
--------- -----------
ASSETS (Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 2,360 $ 851
Accounts receivable, net 33,184 26,331
Inventories 25,116 19,220
Deferred tax assets 2,881 2,879
Prepaid expenses and other current assets 1,575 2,001
------------ ---------
Total current assets 65,116 51,282
Property, plant, and equipment 51,767 50,303
Intangible assets, net 130,890 131,794
Assets held for sale - 5,096
Other assets 4,915 5,180
------------ ---------
Total assets 252,688 243,655
============ =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable 25,478 15,399
Accrued expenses 13,605 16,467
Current portion of long-term debt 7,072 5,533
------------ ---------
Total current liabilities 46,155 37,399
Long-term debt 116,857 113,877
Deferred income taxes 3,210 3,784
Other liabilities 3,503 3,417
Subordinated debt 70,000 70,000
------------ ---------
Total liabilities 239,725 228,477
Shareholder's equity
Common stock, $1.00 par value:
Authorized shares - 10,000
Issued and outstanding shares - 1,000 1 1
Preferred stock of Holdings, stated at amount contributed 4,664 4,664
Notes receivable - equity securities (475) (475)
Additional paid-in capital 30,925 30,925
Accumulated deficit (22,152) (19,937)
------------ ---------
Total shareholder's equity 12,963 15,178
------------ ---------
Total liabilities and shareholder's equity $ 252,688 $243,655
============ =========
</TABLE>
See accompanying notes.
<TABLE>
<CAPTION>
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
QUARTER QUARTER
ENDED ENDED
JULY 2, 1999 JULY 3, 1998
-------------- --------------
<S> <C> <C>
Net sales $ 72,849 $ 78,944
Cost of products sold 54,511 60,565
-------------- --------------
Gross profit 18,338 18,379
Selling, general and administrative 15,664 14,670
-------------- --------------
Income from operations 2,674 3,709
Interest expense, net 4,814 4,626
Other expenses 372 -
-------------- --------------
Loss before income taxes (2,512) (917)
Income tax benefit (474) (502)
-------------- --------------
Net loss $ (2,038) $ (415)
============== ==============
</TABLE>
See accompanying notes.
<TABLE>
<CAPTION>
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
QUARTER QUARTER
ENDED ENDED
JULY 2, 1999 JULY 3, 1998
-------------- --------------
Cash flows from operating activities:
<S> <C> <C>
Net loss $ (2,038) $ (415)
Adjustments to reconcile net loss to net cash
provided by (used in) operations:
Depreciation and amortization 2,880 3,930
Non-cash interest expense 227 227
Deferred income taxes (574) -
Provision for doubtful accounts 211 687
Other (7) (64)
Changes in operating assets and liabilities:
Accounts receivable (7,064) (8,299)
Inventories (5,896) 753
Prepaid expenses and other current assets 425 1,176
Accounts payable and accrued expenses 7,217 2,496
Other 405 (1)
-------------- --------------
Net cash provided by (used in) operating activities (4,214) 490
Investing activities:
Purchases of property, plant and equipment (3,415) (1,553)
Proceeds from sale of property, plant and equipment 4,619 22
-------------- --------------
Net cash provided by (used in) investing activities 1,204 (1,531)
Financing activities:
Net proceeds from revolving loan 8,900 3,600
Proceeds from long-term debt 216 332
Principal payments on long-term debt (4,597) (1,214)
Payment of debt issue costs - (66)
-------------- --------------
Net cash provided by financing activities 4,519 2,652
-------------- --------------
Increase in cash and cash equivalents 1,509 1,611
Cash and cash equivalents at beginning of period 851 737
-------------- --------------
Cash and cash equivalents at end of period $ 2,360 $ 2,348
============== ==============
Supplementary Information:
Cash paid for interest $ 6,321 $ 5,483
============== ==============
Cash recovered for income taxes $ (68) $ -
============== ==============
</TABLE>
See accompanying notes.
<PAGE>
Reliant Building Products, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
1. The Company
Reliant Building Products, Inc. (formerly Redman Building Products, Inc.) and
subsidiaries (the "Company") are primarily engaged in the manufacture of
aluminum and vinyl or nonwood, framed windows primarily for the new
construction, repair and remodel, national home center chains and manufactured
housing markets. The Company has manufacturing facilities in Texas, Georgia,
Tennessee, Washington, New Jersey, Michigan, North Carolina and California, and
most of its customers are located throughout the United States.
2. Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial reporting, the instructions to Form 10-Q, and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
The balance sheet at April 2, 1999 has been derived from the audited
consolidated financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
The accompanying unaudited consolidated financial statements and related notes
should be read in conjunction with the Company's audited consolidated financial
statements and related notes included in the Form 10-K filed with the Securities
and Exchange Commission on July 1, 1999. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the interim financial information have been included.
The results of operations for any interim period are not necessarily indicative
of the results of operations for a full year.
All significant intercompany transactions and balances have been eliminated in
consolidation. The Company utilizes a 52 or 53 week accounting period which
ends on the Friday closest to March 31. The quarters ended July 2, 1999 and
July 3, 1998 included 13 weeks.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
<PAGE>
3. Intangible Assets
Intangible assets, consisting of goodwill and other intangible assets, totaled
$130.9 million at July 2, 1999. Goodwill is being amortized on a straight-line
basis over a 40-year period. Other intangible assets consist primarily of a
covenant not to compete and trademarks that are being amortized over five years.
The Company evaluates the recoverability of goodwill by determining whether the
amortization of the balance over its remaining life can be recovered through
undiscounted future operating cash flows of the acquired entities. The amount
of impairment, if any, is measured based on projected discounted future
operating cash flows. At July 2, 1999 the Company believes no impairment of
goodwill has occurred. The Company's ability to fully recover the carrying
amount of goodwill through undiscounted cash flows assumes that results of
operations and cash flows in future periods will improve from their current
levels. In the event that the market or general economic conditions affecting
the Company worsen or if management is unable to achieve its business
objectives, a portion of the goodwill may become impaired.
4. Inventories
<TABLE>
<CAPTION>
JUL. 2, 1999 APR. 2, 1998
------------- -------------
<S> <C> <C>
Raw materials $ 18,116 $ 13,205
Finished goods and work-in-process 7,000 6,015
------------- -------------
$ 25,116 $ 19,220
============= =============
</TABLE>
5. Segment and Related Information
The Company currently manages its business by operating location and has
identified its reportable segments based primarily upon the geographic region of
the operating locations. The North region consists of three window
manufacturing facilities. The South region consists of five window
manufacturing facilities, three distribution centers and two extrusion
operations. The Other segment consists primarily of commercial windows and
specialty glass operations, both of which were sold on July 1, 1999. The North
and South regions manufacture and distribute aluminum and vinyl windows for the
new construction, repair and remodel, national home center chain, and
manufactured housing markets. Transactions between operating segments are
either at cost or predetermined mark-up percentages.
<TABLE>
<CAPTION>
(a) Segment Sales
QUARTER QUARTER
ENDED ENDED
JULY 2, 1999 JULY 3, 1998
------------- -------------
Segment net sales
North
<S> <C> <C>
External customers $ 25,437 $ 27,252
Intersegment 708 528
------------- -------------
Total 26,145 27,780
South
External customers 42,334 45,296
Intersegment 590 713
------------- -------------
Total 42,924 46,009
Other
External customers 5,078 6,396
Intersegment 336 556
------------- -------------
Total 5,414 6,952
------------- -------------
Consolidated net sales to
external customers $ 72,849 $ 78,944
============= =============
</TABLE>
<TABLE>
<CAPTION>
(b) Segment Profit
Segment profit represents total segment sales less
the costs of goods sold.
QUARTER QUARTER
ENDED ENDED
JULY 2, 1999 JULY 3, 1998
-------------- --------------
Segment profit
<S> <C> <C>
North $ 5,833 $ 7,501
South 10,944 9,868
Other 1,806 1,279
Inter-segment profit
elimination (245) (269)
-------------- --------------
Total segment profit 18,338 18,379
Selling, general and
administrative expense 15,664 14,670
Interest expense, net 4,814 4,626
Other, net 372 -
-------------- --------------
Consolidated loss before
income taxes $ (2,512) $ (917)
============== ==============
</TABLE>
6. Guarantor Subsidiaries
The condensed summarized information (in thousands) of the guarantor
subsidiaries is as follows. The Company's 10 7/8% senior subordinated notes are
jointly and severally and fully and unconditionally guaranteed on a senior
subordinated basis by all of the Company's wholly-owned subsidiaries. Separate
financial statements and other disclosures concerning such guarantor
subsidiaries have not been presented because management has determined that such
information is not material to investors.
<TABLE>
<CAPTION>
July 2, April 2,
1999 1999
--------- ----------
<S> <C> <C>
Cash and cash equivalents $ 455 $ 677
Accounts receivable, net 18,756 15,153
Raw materials 9,144 7,199
Finished product and work in process 3,684 3,142
Other current assets 1,913 3,074
Property, plant and equipment, net 30,395 33,349
Intangible assets, net 102,547 102,245
--------- ----------
Total assets $166,894 $ 164,839
========= ==========
Accounts payable $ 12,525 $ 6,457
Accrued expenses 5,291 4,251
Current portion of long-term debt 624 624
Long-term debt 350 400
Other liabilities 848 2,301
Intercompany payable 29,322 41,807
Net equity 117,934 108,999
--------- ----------
Total liabilities and net equity $166,894 $ 164,839
========= ==========
Quarter Quarter
ended ended
July 2, July 3,
1999 1998
--------- ----------
Net Sales $ 47,295 $ 46,823
Cost of products sold 37,355 36,571
Selling, general, and administrative 9,796 10,671
Interest expense 740 725
Income tax benefit (26) (812)
--------- ----------
Net loss $ (570) $ (332)
========= ==========
Net cash provided by operating activities 3,238 $ 402
Net cash provided by (used in) investing activities 1,506 (304)
Net cash provided by (used in) financing activities (4,966) 579
--------- ----------
Increase (decrease) in cash and cash equivalents $ (222) $ 191
========= ==========
</TABLE>
7. Debt Covenants
The Company's Senior Credit Facility contains covenants that impose limitations
on capital expenditures and investments, restrict certain payments and
distributions and require the Company to maintain certain financial ratios, as
defined. The Company complied with all required covenants at July 2, 1999,
accordingly, the related debt is classified according to its contractual terms.
The Company has assessed that it may not meet one of its financial ratio
covenants at the October 1, 1999 measurement date. If the Company fails to meet
the requirements at the October 1, 1999 measurement date, or any future
measurement date, the Senior Credit Facility lender will have the right to
demand immediate repayment of the debt, which had a balance outstanding of
$122.6 million at July 2, 1999. The revolving facility portion of the Senior
Credit Facility, which had an unused availability of $10.7 million at July 2,
1999, would not be available to the Company and the Senior Subordinated Notes,
which had an outstanding balance of $70.0 million, would become immediately due
under cross default provisions included in the notes indenture. The Company
will be discussing with the Senior Credit Facility lender changes to the
existing credit agreement in the event the Company determines it will be in
violation of a covenant at some future measurement date. Management expects
that, if necessary, it will be able to successfully complete such negotiations.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
- --------------------------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION
-------------------------------------
THE COMPANY
Reliant Building Products, Inc. (the "Company"), is one of the nation's largest
manufacturers of aluminum and vinyl, or non-wood, framed windows. The Company's
products are marketed under well-recognized brand names including ALENCO,
CARE-FREE, KLIMA-TITE, ALPINE WINDOWS, ULTRA, BUILDERS VIEW and GAPCO. The
products are marketed across all major price points. As a result of the January
28, 1998 acquisition (the "Acquisition") of all the capital stock of Care-Free
Window Group ("Care-Free"), a privately held vinyl window company, the Company
has developed a significant national manufacturing and marketing presence.
Window products include single hung, double-hung, sliders and casements. Door
products include hinge doors, storm doors and patio doors. All of these
products are marketed primarily for use in new construction, manufactured
housing, repair and remodeling and to a lesser degree the do-it-yourself market.
The Company manufactures its products at eight facilities strategically located
throughout the U.S. within two geographic regions, North and South (See note 5
to Company's unaudited consolidated financial statements for more information
regarding its operating segments). The Company distributes its products
nationally through wholesalers and dealers, direct sales to large national home
builders (including manufactured housing), independent contractors, national
home centers and lumber yards. The Company supplements its distribution through
company operated facilities located in Arizona, California, Louisiana, and
Texas.
The Company supplements its window business through the manufacture of related
products such as custom aluminum extrusion and window components ("non-core
products") for the Company's internal needs and for sale to third parties. The
Company believes that its vertically integrated operations provide significant
manufacturing flexibility, a reliable supply of low-cost components and a
reduction in working capital requirements.
RESULTS OF OPERATIONS
First Quarter Ended July 2, 1999 Compared to First Quarter Ended July 3, 1998
Net Sales. Net sales decreased $6.1 million, or 7.7%, from $78.9 million in the
quarter ended July 3, 1998 ("Prior Period") to $72.8 million for the quarter
ended July 2, 1999 ("Current Period"). The South geographic segment decreased
$3.0 million, or 6.5%. This resulted primarily from delayed start-up of new
product lines and the associated delays of customer conversion to these products
and developing new business. This decrease was mitigated by the successful
launch of product shipments under the Company's contract with a large national
home center chain. The North geographic segment decreased $1.8 million, or 6.7%,
primarily due to weather related delays in the housing starts in the Northwest
and continued pricing pressures in the manufactured housing market.
Cost of Products Sold. Cost of products sold decreased $6.1 million from $60.6
million for the Prior Period to $54.5 million for the Current Period. Expressed
as a percentage of net sales, cost of products sold decreased from 76.7% for the
Prior Period to 74.8% for the Current Period. Impacting cost of products sold
were continuous flow manufacturing improvement initiatives at all of the
operating units that resulted in improved productivity and purchasing synergies
which have provided lower raw material costs.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $1.0 million from $14.7 million in the Prior
Period to $15.7 million for the Current Period. This increase is due primarily
to increased expenses associated with the national marketing and sales
organization and $0.3 million of additional costs related to the wind down of
the businesses sold during the Current Period.
Interest Expense, Net. Interest expense increased $0.2 million from $4.6
million in the Prior Period to $4.8 million for the Current Period. This
increase is due to a higher debt level in the Current Period.
Income Tax Expense. The income tax benefit of $0.5 million (State and Federal
combined) is comprised of $0.1 million of state expense and $0.6 million of
Federal benefit. The Federal tax benefit results primarily from tax losses
which are available to the Company in the future.
LIQUIDITY AND CAPITAL RESOURCES
Net cash (used in)/provided by operating activities was $(4.2) million for the
Current Period and $0.5 million in the Prior Period. The decrease in cash
provided from operating activities is the result of comparatively lower results
of operations and higher working capital requirements.
Capital expenditures for the Current Period were $3.4 million compared to $1.6
million for the Prior Period. During the Current Period the Company completed
the sale of non-strategic assets at the commercial window facility in Bryan,
Texas and the sale of the specialty glass subsidiary for cash proceeds of $4.6
million and a note receivable of $0.4 million.
Cash flows provided by financing activities in the Current Period were $4.5
million compared to $2.7 million in the Prior Period. Current Period cash
provided by financing activities was used primarily to fund capital
expenditures, interest payments and other working capital requirements.
Interest and principal payments on the Company's 10-7/8 Senior Subordinated
Notes due May 1, 2004 (the "Notes") and the credit agreement dated as of January
28, 1998 (the "Senior Credit Facility") represent significant obligations of the
Company. The Notes require semi-annual interest payments in May and November.
The Senior Credit Facility requires quarterly interest payments in April, July,
October, and January. In fiscal year 2000, amounts outstanding under the Senior
Credit Facility will require principal payments of approximately $854,000 in
each of the first three quarters and $2.2 million in the fourth quarter. In
addition to its debt service obligations, the Company's remaining liquidity
demands relate to capital expenditures and working capital needs. The Company's
working capital needs are seasonal, and historically have peaked during the
second and third fiscal quarters.
The Company's primary sources of liquidity are funds from operations and
borrowings under the Senior Credit Facility. The amount available as of July
28, 1999, under the revolving line of credit (the "Revolver") is approximately
$6.0 million. As of July 28, 1999, $26.9 million was borrowed and $2.5 million
in letters of credit were outstanding under the Revolver. Interest on the
borrowings under the Revolver, which is currently payable at 8.0%, is at 3.00%
over the Eurodollar rate. The Revolver agreement expires on December 31, 2003.
The Company believes, based on current and anticipated financial performance and
continued compliance with applicable debt covenants, funds from operations and
borrowings under the Revolver will be adequate to meet anticipated requirements
for capital expenditures, working capital and scheduled principal and interest
payments (including interest payments on the Notes and amounts outstanding under
the Senior Credit Facility). The ability of the Company to satisfy its capital
requirements will be dependent upon future capital expenditure requirements, and
the future financial performance of the Company, which in turn will be subject
to general economic conditions and to financial, business and other factors,
including factors beyond the Company's control.
The Company's Senior Credit Facility contains covenants that impose limitations
on capital expenditures and investments, restrict certain payments and
distributions and require the Company to maintain certain financial ratios, as
defined. The Company complied with all required covenants at July 2, 1999,
accordingly, the related debt is classified according to its contractual terms.
The Company has assessed that it may not meet one of its financial ratio
covenants at the October 1, 1999 measurement date. If the Company fails to meet
the requirements at the October 1, 1999 measurement date, or any future
measurement date, the Senior Credit Facility lender will have the right to
demand immediate repayment of the debt, which had a balance outstanding of
$122.6 million at July 2, 1999. The Revolver, which had an unused availability
of $10.7 million at July 2, 1999, would not be available to the Company and the
Senior Subordinated Notes, which had an outstanding balance of $70.0 million,
would become immediately due under cross default provisions included in the
notes indenture. The Company will be discussing with the Senior Credit Facility
lender changes to the existing credit agreement in the event the Company
determines it will be in violation of a covenant at some future measurement
date. Management expects that, if necessary, it will be able to successfully
complete such negotiations.
<PAGE>
OTHER DATA - EBITDA
<TABLE>
<CAPTION>
Quarter Ended
------------------
July 2, July 3,
1999 1998
-------- --------
<S> <C> <C>
EBITDA (1) $ 5,554 $ 7,639
</TABLE>
(1) The Company defines EBITDA as income from operations before depreciation
and amortization. The Company includes information concerning EBITDA because it
is used by certain investors as a measure of the Company's ability to service
debt. EBITDA should not be considered in isolation or as a substitute for net
income or cash flows from operating activities presented in accordance with
generally accepted accounting principles or as a measure of a company's
profitability or liquidity. In addition, EBITDA measures presented may not be
comparable to other similarly titled measures of other companies. EBITDA
includes fees and reimbursement of out-of-pocket expenses for consulting
attributable to operating improvement initiatives of $0.6 million in the Current
Period and $0.5 million in the Prior Period.
YEAR 2000 COMPLIANCE
Many existing computer software and hardware programs were written using two
digits rather than four to refer to the year. These computer programs will not
properly interpret the year 2000. The Company has established an
enterprise-wide program (Year 2000 Plan) to prepare its computer systems and
applications for the year 2000 and is utilizing both internal and external
resources to identify, correct and test the systems for year 2000 compatibility.
The Year 2000 Plan is divided into the following three major components: (1)
Information Systems; (2) Embedded Controls; and (3) Lifeline Systems.
Information Systems includes all hardware, computer software and electronic data
interchange. Embedded Controls includes all production equipment and facility
systems. Lifeline Systems includes utilities, services and business
relationships, including vendors and suppliers. The Year 2000 Plan is being
implemented with respect to each of these components in the following six
general phases: (1) inventory the components discussed above; (2) assess the
impact of items determined not to be Year 2000 compatible; (3) assign priorities
to identified items; (4) remediate or replace mission critical items that are
determined not to be Year 2000 compatible; (5) test mission critical items; and
(6) design and implement contingency and business continuation plans for each of
the Company's locations. The Company has substantially completed phases 1
through 4 for each of the three major components and is currently performing
phases 5 and 6. The Company anticipates completion of the testing phase in
October 1999 and completion of the contingency plans by the end of November
1999.
To date, the Company has incurred approximately $446,000 in Year 2000 related
expense. It is estimated that an additional $54,000 will be incurred in calendar
year 1999 to complete the Year 2000 Plan. Expenses incurred to complete
remediation of the Year 2000 Plan are not expected to have a material impact on
the Company's results of operations or financial position. However, this
assessment is dependent on the ability of third-party suppliers and others whose
systems failures potentially could have an impact on the Company's operations to
be year 2000 compliant. The Company expects to reduce its level of uncertainty
and the adverse effect that any such failures may have through continued
assessment and development of contingency plans throughout calendar 1999
depending on circumstances encountered during the remainder of the year.
NEW ACCOUNTING PRONOUNCEMENTS
The Company is assessing the reporting and disclosure requirements of Statement
of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. This
statement requires that all derivatives be recognized as either assets or
liabilities on the balance sheet and measured at fair value. The accounting for
changes in fair value of a derivative (that is, gains and losses) depends upon
the intended use of the derivative and resulting designation. The statement
amends and supercedes a number of existing Statements of Financial Accounting
Standards, and nullifies or modifies a number of the consensus reached by the
Emerging Issues Task Force. This statement is effective for financial
statements for fiscal years beginning after June 15, 2000. The Company has not
yet determined the impact of adopting SFAS No. 133. The Company currently
intends to adopt the provisions of SFAS No. 133 in the first quarter of fiscal
year 2002.
FORWARD LOOKING STATEMENTS
This Form 10-Q contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All these forward-looking
statements are based on estimates and assumptions made by management of the
Company which, although believed to be reasonable, are inherently uncertain.
Therefore, undue reliance should not be placed upon such estimates and
statements. No assurance can be given that any of such estimates or statements
will be realized and actual results may differ materially from those
contemplated by such forward-looking statements. Factors that may cause such
differences include: (i) increased competition; (ii) increased costs; (iii) loss
or retirement of key members of management; (iv) changes in general economic
conditions in the markets in which the Company may from time to time compete;
(v) effect of discussions of changes to the covenants in the Senior Credit
Facility; (vi) and changes in the number of housing starts in these markets.
Many of such factors will be beyond the control of the Company and its
management.
<PAGE>
PART II. OTHER INFORMATION
- -------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Reliant Building Products, Inc.
(Registrant)
Date: August 13, 1999 By: /s/ William K. Snyder
-------------------------
William K. Snyder,
Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RELIANT
BUILDING PRODUCTS, INC. AND SUBSIDIARIES' CONSOLIDATED FINANCIAL STATEMENTS FOR
THE QUARTER ENDED JULY 2, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> JUL-02-1999
<CASH> 2,360
<SECURITIES> 0
<RECEIVABLES> 35,922
<ALLOWANCES> 2,738
<INVENTORY> 25,116
<CURRENT-ASSETS> 65,116
<PP&E> 71,713
<DEPRECIATION> 19,946
<TOTAL-ASSETS> 252,688
<CURRENT-LIABILITIES> 46,155
<BONDS> 186,857
0
4,664
<COMMON> 1
<OTHER-SE> 8,298
<TOTAL-LIABILITY-AND-EQUITY> 252,688
<SALES> 72,849
<TOTAL-REVENUES> 72,849
<CGS> 54,511
<TOTAL-COSTS> 54,511
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</TABLE>
