LESLIE BUILDING PRODUCTS INC
10-Q, 1997-11-12
FABRICATED STRUCTURAL METAL PRODUCTS
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================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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
      ACT OF 1934

     For the transition period from _________________ to _________________

                        Commission File Number: 0-24094

                        LESLIE BUILDING PRODUCTS, INC.
            (Exact Name of Registrant as Specified in its Charter)

           Delaware                                            13-3764357
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                 200 Mamaroneck Avenue, White Plains, N.Y. 10601
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (914) 421-2545
                Registrant's Telephone Number including Area Code

              (Former name, former address and former fiscal year,
                           if changed since last year)

Indicate by check marks 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 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 XX     No |_|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 4,855,086 shares of common
stock as of October 29, 1997.

================================================================================
<PAGE>

                        LESLIE BUILDING PRODUCTS, INC.


                   INDEX TO FINANCIAL STATEMENTS FILED WITH
                  QUARTERLY REPORT OF REGISTRANT ON FORM 10-Q
                   FOR THE QUARTER ENDED SEPTEMBER 30, 1997

                                  (UNAUDITED)

         ------------------------------------------------------------

                                                                          Page
                                                                          ----

PART I - FINANCIAL INFORMATION

      CONSOLIDATED STATEMENTS OF OPERATIONS                                  3

      CONSOLIDATED BALANCE SHEETS                                            4

      CONSOLIDATED STATEMENTS OF CASH FLOWS                                  5

      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                         6

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           7-8

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                               9-13

PART II - OTHER INFORMATION
   Not applicable

SIGNATURES                                                                  14
<PAGE>

                           LESLIE BUILDING PRODUCTS, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)

<TABLE>
<CAPTION>
                                               Nine Months Ended  Three Months Ended
                                                 September 30,       September 30,
                                               -----------------  ------------------
                                                1997      1996      1997      1996
- ------------------------------------------------------------------------------------
(In thousands, except per share amounts)

<S>                                            <C>       <C>       <C>       <C>    
Net sales                                      $72,374   $65,946   $23,675   $21,226

Cost of sales (Note 2)                          60,460    53,250    19,635    16,969
                                               -------   -------   -------   -------

   Gross profit                                 11,914    12,696     4,040     4,257

Selling, general and administrative expenses    10,520    10,172     3,072     3,379
                                               -------   -------   -------   -------

   Operating income                              1,394     2,524       968       878

Interest expense, net                            1,051     1,273       217       399
                                               -------   -------   -------   -------

   Net income                                  $   343   $ 1,251   $   751   $   479
                                               =======   =======   =======   =======

Net income per common share                    $   .07   $   .26   $   .15   $   .10
                                               =======   =======   =======   =======

Weighted average common shares outstanding       4,848     4,812     4,854     4,820
                                               =======   =======   =======   =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                        3
<PAGE>

                         LESLIE BUILDING PRODUCTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        September 30,     
                                                    --------------------  December 31,
                                                      1997        1996        1996
- ---------------------------------------------------------------------------------------
(In thousands, except shares and per share amounts)

<S>                                                 <C>         <C>         <C>     
ASSETS
Current assets
   Cash                                             $  1,032    $    102    $     34
   Accounts receivable, trade, less allowance for
     doubtful accounts                                 8,252       9,872       7,815
   Inventories (Note 2)                                9,782      12,721      16,891
   Prepaid expenses and other current assets           1,495       1,555       1,455
                                                    --------    --------    --------

       Total current assets                           20,561      24,250      26,195

Fixed assets, net                                     14,001      15,745      15,320
Other assets                                             550         408         442
                                                    --------    --------    --------

       Total assets                                 $ 35,112    $ 40,403    $ 41,957
                                                    ========    ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Current maturities of long-term debt             $    767    $    923    $    933
   Accounts payable, trade                             6,341       6,614       6,442
   Accrued expenses and other current liabilities      5,489       4,769       3,882
   Discontinued operations, net (Note 3)               3,814       3,658       3,697
                                                    --------    --------    --------
       Total current liabilities                      16,411      15,964      14,954

Long-term debt (Note 4)                                9,080      14,300      17,598
Other long-term liabilities                              678         973         842
                                                    --------    --------    --------

       Total liabilities                              26,169      31,237      33,394
                                                    --------    --------    --------

Commitments and Contingencies (Note 3)

Stockholders' equity
   Common stock par value $.01 per share:
     authorized 20,000,000 shares; issued
     4,855,086 shares in September 1997,
     4,822,167 shares in September 1996,
     and 4,833,075 shares in December 1996                48          48          48
   Paid-in capital                                    20,349      20,291      20,312
   Accumulated deficit                               (11,454)    (11,173)    (11,797)
                                                    --------    --------    --------

       Total stockholders' equity                      8,943       9,166       8,563
                                                    --------    --------    --------

       Total liabilities and stockholders' equity   $ 35,112    $ 40,403    $ 41,957
                                                    ========    ========    ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                        4
<PAGE>

                         LESLIE BUILDING PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                                   September 30,
                                                                 -----------------
                                                                 1997         1996
- ------------------------------------------------------------------------------------
(In thousands)

<S>                                                            <C>         <C>     
Cash flows from operating activities:
   Net income                                                  $    343    $  1,251
   Adjustments to reconcile net loss to cash flows
     used for  operating activities:
      Depreciation and amortization                               1,455       1,535
      Provision for bad debts, sales returns, and allowances        440          39
      Loss (gain) on disposal of fixed assets                        28          (4)
      Changes in assets and liabilities:
        Accounts receivable                                        (877)     (2,204)
        Inventories                                               6,620        (479)
        Prepaid expenses and other assets                          (281)        309
        Accounts payable, accrued expenses and other
          current liabilities                                     1,623         424
        Other noncurrent liabilities                               (164)         51
                                                               --------    --------
        Net cash flows provided by operating activities           9,187         922
                                                               --------    --------

Cash flows from investing activities:
   Capital expenditures                                            (164)       (786)
   Proceeds from sales of assets                                    622
                                                               --------    --------

        Net cash flows provided by
          (used  for) investing activities                          458        (786)
                                                               --------    --------
Cash flows from financing activities:
   Proceeds from Industrial Revenue Bond                          7,000
   Equipment loan                                                               925
   Proceeds from secured line of credit                          25,320      25,455
   Repayments under secured line of credit and
     other borrowings                                           (41,004)    (26,027)
   Other                                                             37        (402)
                                                               --------    --------
        Net cash flows used for financing activities             (8,647)        (49)
                                                               --------    --------

        Net increase in cash                                        998          87

Cash at beginning of period                                          34          15
                                                               --------    --------
Cash at end of period                                          $  1,032    $    102
                                                               ========    ========

Supplemental disclosure of cash flows information:
    Cash paid (received) during the period for:
        Interest on debt                                       $    854    $  1,163
        Income taxes                                                       $   (270)
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                        5
<PAGE>

                         LESLIE BUILDING PRODUCTS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                Retained       Total
                                                       Common      Paid-in      Earnings    Stockholders'
                                                        Stock      Capital      (Deficit)      Equity
- ----------------------------------------------------------------------------------------------------------
(In thousands, except shares)

<S>                                                      <C>       <C>          <C>            <C>   
Balance - December 31, 1996                              $ 48      $20,312      $(11,797)      $8,563
Net income for nine months ended September 30, 1997                                  343          343
Employee purchases of 22,011 shares of common stock                     37                         37
                                                         ----      -------      --------       ------

Balance - September 30, 1997                             $ 48      $20,349      $(11,454)      $8,943
                                                         ====      =======      ========       ======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                         6
<PAGE>

                         LESLIE BUILDING PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

      The Consolidated Financial Statements presented herein have been prepared
by the Company in accordance with the accounting policies described in its
December 31, 1996 Annual Report on Form 10-K and should be read in conjunction
with the Notes to Consolidated Financial Statements included therein.

      In the opinion of management, the information furnished in this Form 10-Q
reflects all adjustments necessary for a fair statement of the results of
operations as of and for the nine month and three month periods ended September
30, 1997 and 1996. All such adjustments are of a normal recurring nature. The
Consolidated Financial Statements have been prepared in accordance with the
instructions to Form 10-Q and therefore do not include some information and
notes necessary to conform with annual reporting requirements.

2.    Inventories

      Inventories are valued at the lower of cost (using the last-in, first-out
and first-in, first-out methods) or market. Cost includes material, labor and
overhead (for manufactured products); market is replacement cost or realizable
value after allowance for costs of distribution.

      Quarterly inventories valued on the last-in, first-out method are based on
an annual determination of quantities and costs as of the previous year-end.
Therefore, such quarterly inventory valuations are based on estimates.

3.    Discontinued Operations

      In fiscal 1990, the Company discontinued the operations of White Metal
Rolling and Stamping Corp. ("White Metal"), the Company's ladder manufacturing
subsidiary, and sold certain assets of White Metal, (machinery, equipment and
supplies and customer lists) to a private company. The buyer did not assume any
liabilities of White Metal, nor acquire the White Metal name and will not
produce White Metal ladders. All manufacturing operations of White Metal ceased
as of January 31, 1991 and substantially all of its remaining assets have since
been liquidated.

      At September 30, 1997, White Metal's estimated future product liability,
which is no longer covered by insurance, was approximately $3.8 million (net of
imputed interest). Such liability is reflected in discontinued operations, net,
on the Consolidated Balance Sheet. Although Leslie-Locke was named as a
defendant in certain product liability actions, Leslie-Locke has not been held
responsible, and the Company and Leslie-Locke disclaim any liability for the
obligations of White Metal.

      On September 30, 1994, White Metal filed a voluntary petition seeking
liquidation under the provisions of chapter 7 of the United States Bankruptcy
Code. In connection with the chapter 7 filing by White Metal, numerous proofs of
claim have been filed against White Metal. Included is a claim by Sears Roebuck
& Co., ("Sears") dated April 7, 1995, in the amount of $164 million, including
actual losses of $1,657,000 and estimated future product liability losses for
the next 20 years, based upon indemnification 

                                      7
<PAGE>

                        LESLIE BUILDING PRODUCTS, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

obligations which Sears alleges White Metal undertook in connection with White
Metal's sale of ladders to Sears. These proofs of claim have been evaluated in
determining the Company's estimated product liability accrual. The Company and
Leslie-Locke have in the past disclaimed, and continue to disclaim, any
liability for the obligations of White Metal.

      On May 7, 1996, the Company and Leslie-Locke, and Drew, the former parent
of Leslie-Locke, and its subsidiary, Kinro, Inc., were served with a summons and
complaint in an adversary proceeding commenced by the chapter 7 trustee of White
Metal. The complaint, which appears to allege several duplicate claims, seeks
damages in the aggregate amount of approximately $10.6 million plus attorneys'
fees, of which approximately $7.5 million is sought, jointly, and severally,
from the Company, Leslie-Locke, Drew and Kinro, based principally upon the
trustee's allegations, previously disclosed by the Company, that the Company and
its affiliated companies obtained tax benefits attributable to the use of White
Metal's net operating losses. The trustee seeks to recover the reported value of
the tax savings achieved, which appears to be approximately $7.5 million.
Management believes that the trustee's allegations are without merit and have no
basis in fact. In addition, the trustee alleges that White Metal made certain
payments to Leslie-Locke and Drew which were preferential and are recoverable by
White Metal, in the approximate amount of $2.2 million. Leslie-Locke denies
liability for any such amount and is vigorously defending against the
allegations. However, an estimate of potential loss, if any, cannot be made at
this time. The Company believes the defense of this proceeding will not have a
material adverse impact on its financial condition or results of operations.

4.    Long-Term Debt

      The Company has a seasonally adjusted $12 million revolving line of credit
with Branch Banking and Trust Company ("BBT"), consisting of cash advances of a
maximum of $10.5 million and letters of credit of $1.5 million, with interest
payable at 0.625% over the prime rate. At September 30, 1997, the interest rate
on this line of credit was 9.125%.

      Pursuant to its bank agreements, the Company is prohibited from declaring
or paying dividends without the prior written consent of the lender.
Leslie-Locke is also required to maintain certain financial covenants typical to
secured borrowing arrangements. For the period ended September 30, 1997 the
Company was in violation of its working capital requirement and a waiver of such
violation was received from BBT.

      On June 1, 1997, the Company obtained financing in the form of a $7
million Industrial Revenue Bond. The proceeds were used to pay the existing
mortgage to BBT on the Company's second plant in Burgaw, North Carolina and
other debt. The loan is for thirteen years with annual amortization beginning
June 1999 and is secured by a letter of credit from BBT which expires after
three years. Interest is variable with the market (4.25% per annum at September
30, 1997) and there is a letter of credit fee of 1.9% per annum.


                                      8
<PAGE>

                        LESLIE BUILDING PRODUCTS, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

      Leslie Building Products, Inc. ("Leslie Building Products"), including its
wholly-owned subsidiary Leslie-Locke, Inc. ("Leslie-Locke") (together, the
"Company"), is a diversified manufacturer and marketer of a wide variety of
specialty building products for the professional and do-it-yourself home
remodeling and residential construction industry. Its products consist of
ornamental iron security products (including doors, window guards, fencing and
railings), residential ventilation products, metal and fiberglass air
distribution products for the HVAC industry, and a full line of door louvers and
vision lite products for the architectural door market. This broad range of
products is marketed primarily to leading home center chains and, to a lesser
extent, to building material distributors, hardware co-ops and mass
merchandisers.

RESULTS OF OPERATIONS

Operations

      The results of operations for the nine and three months ended September
30, 1997 and 1996 should not be regarded as indicative of the results that may
be expected for the entire year, since operations are seasonal in nature.
Operations are historically stronger in the spring and summer months with 60% of
sales occurring during the six month period March to August.

      Net sales increased 9.7% for the nine months and 11.5% for the three
months ended September 30, 1997 compared to the same period last year, as a
result of increased sales of all product lines except static vents, door louvers
and ornamental iron. This sales increase is primarily volume related. The
increase in ventilation sales are the result of new ventilation product business
awarded by two of the Company's major customers in December 1996.

      Gross profit as a percentage of sales declined 3.0% for the nine months
and 2.8% for the three months ended September 30, 1997 from the same period last
year. Gross profit declined as a result of additional trade discounts given in
the first four months of 1997 in connection with acquiring the new business
described above. In addition, selling prices were reduced on certain items as a
result of competitive pressures, and the Company experienced increases in
freight rates. In order to alleviate the impact on profits for 1997, substantial
overhead cuts have been made and additional steps to improve manufacturing
processes are being developed. In addition, in an effort to focus on its primary
products, the Company sold its aluminum rake business in the second quarter and
its skylight business in the third quarter. The sale of these two product lines
which had revenues of $2.9 million in 1996, or 2% of total revenues, resulted in
a breakeven.

      Selling, general and administrative expenses as a percentage of sales is
lower than last year. Reductions in fixed administrative costs were partially
offset by the increase in market development costs during the first four months
of 1997, incurred in connection with acquiring the new business described above,
as well as a provision of approximately $250,000 for accounts receivable
relating to the Chapter 11 filing of a major customer.


                                      9
<PAGE>

                        LESLIE BUILDING PRODUCTS, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)

Interest Expense, Net

      Interest expense, net includes interest on bank debt, as well as imputed
interest on certain long-term obligations of White Metal, Leslie-Locke's
discontinued ladder manufacturing subsidiary. The reduction in interest expense
for the nine months and quarter ended September 30, 1997 results primarily from
lower average borrowings under the Company's revolving credit line. The lower
borrowings are attributable to lower inventory and improved cash management
including faster turnover of receivables. In addition, interest expense was
reduced by the refinancing of bank debt by a $7 million Industrial Revenue Bond
which has a lower interest rate.

Income Taxes

      The Company's income tax provision is recorded pursuant to the
requirements of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" ("Statement 109"). At December 31, 1996, the Company had a net operating
loss carryforward for Federal income tax purposes of approximately $4.3 million
that expires in the years 2010 and 2011. Due to the uncertainty of future
realization no income tax benefit has been recorded.

Accounting Changes

      Statement of Financial Accounting Standards No. 128 ("Statement 128"),
"Earnings Per Share", will require presentation of "basic" and "diluted"
earnings per share for periods ending after December 15, 1997. When adopted by
the Company, the restatement of prior periods' reported earnings per share is
not expected to be material.

Other

      Pursuant to a Shared Services Agreement following the spin-off of the
Company from Drew Industries Incorporated ("Drew") on July 29, 1994, Drew and
Leslie Building Products have shared certain administrative functions and
employee services, such as management overview and planning, tax preparation,
financial reporting, coordination of independent audit, stockholder relations,
and regulatory matters. Drew has been reimbursed by Leslie Building Products for
the fair market value of such services. This agreement expires on December 31,
1997 but may be extended. The Company was charged management fees by Drew of
$414,000 and $398,000 for the nine months ended September 30, 1997 and 1996,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

      The Company has a seasonally adjusted $12 million revolving line of credit
with Branch Banking and Trust Company ("BBT"), consisting of cash advances of a
maximum of $10.5 million and letters of credit of $1.5 million, with interest
payable at 0.625% over the prime rate. At September 30, 1997 there were no
borrowings under this line of credit. The line of credit, of which $8.0 million
is available at the close of 


                                      10
<PAGE>

                        LESLIE BUILDING PRODUCTS, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)

business of September 30, 1997, is adequate for the Company's anticipated needs.
The loan agreement expires in October 1998.

      Pursuant to its bank agreements the Company is prohibited from declaring
or paying dividends without the prior written consent of the lender. Leslie
Locke is also required to maintain certain financial covenants typical to
secured borrowing arrangements. For the period ended September 30, 1997 the
Company was in violation of its working capital requirement and a waiver of such
violation was received from BBT.

      On June 1, 1997, the Company obtained financing in the form of a $7
million Industrial Revenue Bond. The proceeds were used to pay the existing
mortgage to BBT on the Company's second plant in Burgaw, North Carolina and
other debt. The loan is for thirteen years with annual amortization beginning
June 1999 and is secured by a letter of credit from BBT which expires after
three years. Interest is variable with the market (4.25% per annum at September
30, 1997) and there is a letter of credit fee of 1.9% per annum.

      The Statements of Cash Flows reflect the following (in thousands):

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                                                  1997        1996
- -----------------------------------------------------------------------------------------
<S>                                                             <C>           <C>  
Net cash flows provided by operating activities                 $ 9,351       $ 922
Net cash flows provided by (used for) investing activities      $   458       $(786)
Net cash flows used for financing activities                    $(8,811)      $ (49)
</TABLE>

      Net cash provided by operating activities was $9.4 million in the 1997
period compared to $.9 million in the 1996 period. The seasonal increase in
accounts receivable was only $.9 million compared to $2.2 million for the 1996
period as a result of shorter average payment terms. Better production and
inventory control resulted in a reduction in inventories, of $6.6 million during
the 1997 period compared to an increase of $.5 million during the prior year's
period. In addition, inventories were reduced as a result of the Company's sale
of its aluminum rake and skylight product lines, the effect of which is included
in cash flows from investing activities. Accounts payable and accrued expenses
increased $1.6 million in 1997 compared to $.4 million in 1996.

      Cash flows provided by investing activities in 1997 primarily consists of
proceeds from the sale of the aluminum rake and skylight product lines reduced
by capital expenditures, which were only $.2 million. Capital expenditures
aggregated $.8 million for the nine months ended September 30, 1996.

      At September 30, 1997, the estimated future product liability of White
Metal, Leslie-Locke's discontinued ladder manufacturing subsidiary, which is no
longer covered by insurance, was approximately $3.8 million (net of imputed
interest.) Such liability is reflected in discontinued operations, net, on the
Consolidated Balance Sheet. Although Leslie-Locke was named as a defendant in
certain product liability actions, Leslie-Locke has not been held responsible,
and the Company and Leslie-Locke disclaim any liability for the obligations of
White Metal.


                                       11
<PAGE>

                        LESLIE BUILDING PRODUCTS, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)

      On September 30, 1994, White Metal filed a voluntary petition seeking
liquidation under the provisions of chapter 7 of the United States Bankruptcy
Code. In connection with the chapter 7 filing by White Metal, numerous proofs of
claim have been filed against White Metal. Included is a claim by Sears, Roebuck
& Co., ("Sears") dated April 7, 1995, in the amount of $164 million, including
actual losses of $1,657,000 and estimated future product liability losses for
the next 20 years, based upon indemnification obligations which Sears alleges
White Metal undertook in connection with White Metal's sale of ladders to Sears.
These proofs of claim have been evaluated in determining the Company's estimated
product liability accrual. The Company and Leslie-Locke have in the past
disclaimed, and continue to disclaim, any liability for the obligations of White
Metal.

      On May 7, 1996, the Company and Leslie-Locke, and Drew, the former parent
of Leslie-Locke, and its subsidiary, Kinro, Inc., were served with a summons and
complaint in an adversary proceeding commenced by the chapter 7 trustee of White
Metal. The complaint, which appears to allege several duplicate claims, seeks
damages in the aggregate amount of approximately $10.6 million plus attorneys'
fees, of which approximately $7.5 million is sought, jointly, and severally,
from the Company, Leslie-Locke, Drew and Kinro, based principally upon the
trustee's allegations, previously disclosed by the Company, that the Company and
its affiliated companies obtained tax benefits attributable to the use of White
Metal's net operating losses. The trustee seeks to recover the purported value
of the tax savings achieved, which appears to be approximately $7.5 million.
Management believes that the trustee's allegations are without merit and have no
basis in fact. In addition, the trustee alleges that White Metal made certain
payments to Leslie-Locke and Drew which were preferential and are recoverable by
White Metal, in the approximate amount of $2.2 million. Leslie-Locke denies
liability for any such amount and is vigorously defending against the
allegations. However, an estimate of potential loss, if any, cannot be made at
this time. The Company believes the defense of this proceeding will not have a
material adverse impact on its financial condition or results of operations.

INFLATION

      The prices of raw materials, consisting primarily of steel, aluminum,
paint, electric motors and packaging materials are influenced by demand and
other factors specific to these commodities rather than being directly affected
by inflationary pressures.

SUBSEQUENT EVENT

      On October 11, 1997, the Company announced that its Board of Directors is
considering strategic alternatives for the Company's long-range business plans.

      Among the alternatives is the sale of all or certain of the three major
operating divisions of Leslie Locke, Inc. In this connection, the Company has
retained an investment banker to assist in evaluating and possibly disposing of
the divisions. During the second and third quarter, Leslie-Locke disposed of two
of its smaller operations engaged in the manufacture of skylights and industrial
rakes. Operations will continue in the ordinary course while these activities
are under way. Specific restructuring plans for the Company are dependent on the
outcome of these efforts, and may involve acquisitions of other businesses.


                                       12
<PAGE>

                        LESLIE BUILDING PRODUCTS, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (Continued)

      The decision is motivated by the Company's goal to return greater per
share value to its shareholders. Since the home improvement products industry is
in the midst of fundamental changes, including the rapid consolidation of
manufacturers and retailers, this goal is unlikely to be realized in the near
future.


                                       13
<PAGE>

                         LESLIE BUILDING PRODUCTS, INC.
                                   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.


                                          LESLIE BUILDING PRODUCTS, INC.
                                          Registrant




                                          By  /s/ Fredric M. Zinn
                                              -----------------------------
                                          Fredric M. Zinn
                                          Principal Financial Officer

November 12, 1997


                                       14

<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                         DEC-31-1997
<PERIOD-END>                              SEP-30-1997
<CASH>                                          1,032  
<SECURITIES>                                        0  
<RECEIVABLES>                                   9,080  
<ALLOWANCES>                                      828  
<INVENTORY>                                     9,782  
<CURRENT-ASSETS>                               20,561  
<PP&E>                                         21,930  
<DEPRECIATION>                                  7,929  
<TOTAL-ASSETS>                                 35,112  
<CURRENT-LIABILITIES>                          16,411  
<BONDS>                                             0  
                               0  
                                         0  
<COMMON>                                           48  
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<EPS-PRIMARY>                                     .07  
<EPS-DILUTED>                                     .07  
                                               


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