LBP INC
10-Q, 1998-11-12
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, 1998

                                       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

                                    LBP, 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

                         Leslie Building Products, Inc.
              (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 |X|   No |_|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 4,757,390 shares of common
stock as of October 29, 1998.

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

                                    LBP, INC.

                    INDEX TO FINANCIAL STATEMENTS FILED WITH
                   QUARTERLY REPORT OF REGISTRANT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                   (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                            7-10

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                                11-13

PART II - OTHER INFORMATION
      Not Applicable

SIGNATURES                                                                    14


                                       2
<PAGE>

                                    LBP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Nine Months Ended    Three Months Ended
                                                        September 30,         September 30,
                                                      -----------------    ------------------
                                                       1998      1997       1998      1997
- ---------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S>                                                   <C>       <C>        <C>       <C>    
Continuing Operations:
  Investment Income                                   $ 1,024   $    --    $   881   $    --
  General and administrative expenses                     410       400        145       129
                                                      -------   -------    -------   -------
     Operating income (loss)                              614      (400)       736      (129)
  Imputed interest expense                                117       117         39        39
                                                      -------   -------    -------   -------

     Income (loss) from continuing
       operations before income taxes                     497      (517)       697      (168)
  Provision for income taxes                              264        --        306        --
                                                      -------   -------    -------   -------

     Income (loss) from continuing
       operations                                         233      (517)       391      (168)
                                                      -------   -------    -------   -------

Discontinued Operations (Note 1):

     Income from operations, before income taxes        1,736       860         --       919
     Provision for income taxes                            --        --         --        --
                                                      -------   -------    -------   -------
        Income from operations                          1,736       860         --       919
                                                      -------   -------    -------   -------

     Gain on disposal of assets before income taxes    17,214        --         --        --
     Provision for income taxes                         4,916        --         --        --
                                                      -------   -------    -------   -------
        Gain on disposal of assets                     12,298        --         --        --
                                                      -------   -------    -------   -------

        Income from discontinued operations            14,034       860         --       919
                                                      -------   -------    -------   -------

        Net income                                    $14,267   $   343    $   391   $   751
                                                      =======   =======    =======   =======

Net income (loss) per common share:
  Basic:
     Continuing operations                            $   .05   $  (.11)   $   .08   $  (.03)
     Discontinued operations (Note 1)                    2.88       .18         --       .18
                                                      -------   -------    -------   -------
        Net income                                    $  2.93   $   .07    $   .08   $   .15
                                                      =======   =======    =======   =======

  Diluted:
     Continuing operations                            $   .05   $  (.11)   $   .08   $  (.03)
     Discontinued operations (Note 1)                    2.85       .18         --       .18
                                                      -------   -------    -------   -------
        Net income                                    $  2.90   $   .07    $   .08   $   .15
                                                      =======   =======    =======   =======

Weighted average common shares outstanding:
  Basic                                                 4,862     4,848      4,861     4,854
  Diluted                                               4,914     4,848      4,918     4,854
</TABLE>

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


                                        3
<PAGE>

                                    LBP, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   September 30,     December 31,
                                                                                       1998              1997
- -----------------------------------------------------------------------------------------------------------------
(In thousands, except shares and per share amounts)
<S>                                                                                  <C>               <C>     
ASSETS
Current assets
  Cash and equivalents (Note 1)                                                      $ 33,201          $     20
  Prepaid expenses and other current assets                                                60                19
  Discontinued operations - Prime Acquisition Corp. (Note 1)                                             12,888
                                                                                     --------          --------
                                                                                                      
    Total assets                                                                     $ 33,261          $ 12,927
                                                                                     ========          ========
                                                                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                  
Current liabilities                                                                                   
  Accounts payable, accrued expenses and other current liabilities                   $    539          $    189
  Discontinued operations - Prime Acquisition Corp. (Note 1)                            5,649                --
  Discontinued operations - White Metal Rolling and Stamping, Inc., net (Note 4)        3,970             3,853
                                                                                     --------          --------

    Total current liabilities                                                          10,158             4,042
                                                                                     --------          --------
                                                                                                      
Commitments and Contingencies (Notes 1 and 4)                                                         
                                                                                                      
Stockholders' equity                                                                                  
  Common stock par value $.01 per share: authorized 20,000,000 shares;                                
  issued 4,866,390 shares in September 1998, and 4,860,178 shares in December 1997         48                48
  Paid-in capital                                                                      20,369            20,355
  Retained earnings (deficit)                                                           2,749           (11,518)
                                                                                     --------          --------
                                                                                       23,166             8,885
  Treasury stock at cost -- 21,000 shares at September 30, 1998                           (63)               --
                                                                                     --------          --------
    Total stockholders' equity                                                         23,103             8,885
                                                                                     --------          --------
                                                                                                      
    Total liabilities and stockholders' equity                                       $ 33,261          $ 12,927
                                                                                     ========          ========
</TABLE>

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


                                        4
<PAGE>

                                    LBP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                      -----------------
                                                                                      1998        1997
- ---------------------------------------------------------------------------------------------------------
(In thousands)
<S>                                                                                 <C>         <C>      
Cash flows from operating activities:
  Income (loss) from continuing operations                                          $    233    $   (517)
  Adjustments to reconcile loss from continuing operations to cash flows
    from operating activities:
      Imputed interest                                                                   117         117
      Changes in prepaid expenses and other assets                                       (41)        (25)
      Changes in accounts payable, accrued expenses and other current liabilities        350          80
                                                                                    --------    --------
        Net cash flows provided by (used for) operating activities
          of continuing operations                                                       659        (345)
                                                                                    --------    --------

Cash flows from discontinued operations:
  Income from discontinued operations                                                 14,034         860
  Changes in net assets of discontinued operations - Leslie-Locke                     18,537        (565)
                                                                                    --------    --------
        Net cash from discontinued operations                                         32,571         295
                                                                                    --------    --------

Cash flows from financing activities:
  Purchase of treasury stock                                                             (63)
  Employee purchases of common stock                                                      14          37
                                                                                    --------    --------
        Net cash flows (used for) provided by financing activities                       (49)         37
                                                                                    --------    --------

        Net increase (decrease) in cash                                               33,181         (13)

Cash and equivalents at beginning of period                                               20          25
                                                                                    --------    --------
Cash and equivalents at end of period                                               $ 33,201    $     12
                                                                                    ========    ========

Supplemental disclosure of cash flows information:
      Cash paid during the period for:
        Interest on debt - discontinued operations                                  $    196    $    854
        Income taxes - discontinued operations                                      $     11    $     --
</TABLE>

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


                                        5
<PAGE>

                                    LBP, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            Retained          Total
                                                        Common     Treasury     Paid-in     Earnings      Stockholders'
                                                         Stock       Stock      Capital     (Deficit)        Equity
- -----------------------------------------------------------------------------------------------------------------------
(In thousands, except shares)
<S>                                                      <C>        <C>        <C>          <C>            <C>      
Balance - December 31, 1997                              $ 48       $ -        $  20,355    $ (11,518)     $   8,885
Net income for nine months ended September 30, 1998                                            14,267         14,267
Employee purchases of 6,212 shares of common stock                                    14                          14
Purchase of 21,000 shares of treasury stock                           (63)                                       (63)
                                                         ----       -----      ---------    ---------      ---------

Balance - September 30, 1998                             $ 48       $ (63)     $  20,369    $   2,749      $  23,103
                                                         ====       =====      =========    =========      =========
</TABLE>

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


                                        6
<PAGE>

                                    LBP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    DISCONTINUED OPERATIONS - PRIME ACQUISITION CORP.

      In connection with the sale of substantially all of the assets of the
Company's wholly-owned subsidiary, Leslie-Locke, Inc., the name of Leslie
Building Products, Inc. was changed to LBP, Inc. and the name of Leslie- Locke,
Inc. was changed to Prime Acquisition Corp. ("Prime").

      On June 18, 1998, effective as of May 31, 1998, Prime sold substantially
all its net assets and business for $44.0 million in cash, subject to certain
post closing working capital adjustments to be determined within 120 days from
the closing. Prime realized a gain of $12.3 million from the sale, and after
payment of its outstanding debt, closing costs and income taxes, Prime will have
cash of approximately $27 million.

      Prime has agreed to indemnify the buyer as follows: (i) for up to $4
million of losses incurred by the buyer during the two years following the
closing resulting from breaches of representations and warranties made by Prime,
(ii) for up to $4 million of losses incurred by the buyer during the four years
following the closing resulting from certain environmental matters, and (iii)
for losses incurred by the buyer resulting from liabilities of Prime not assumed
by the buyer. In connection with Prime's indemnification obligations, Prime
deposited in escrow an aggregate of $25.4 million for a period of two years
following the closing. Up to approximately $21.4 million of the escrow funds may
be withdrawn by Prime at any time during the escrow period to acquire other
businesses, for investments, and for certain other permitted payments. The
escrow will terminate two years from the closing, and any escrow funds not paid
to the buyer or subject to claims outstanding at that time will be returned to
Prime.

      All escrow funds are invested in liquid U.S. Treasury money market
accounts. Earnings from $21.4 million of such investments held in escrow are
remitted to Prime monthly.

      Prime was the sole operating subsidiary of the Company, and the Company
and its subsidiaries do not now conduct any operations. The Company will
continue to incur expenses associated with the management of its assets, its
financial reporting obligations, and other administrative functions.

      The Board of Directors of the Company adopted a resolution regarding the
Company's intent to be engaged in a business other than that of investing,
reinvesting or trading in securities, as soon as it is reasonably possible, and
that the proceeds from the sale of the assets of Prime be utilized to acquire
other businesses.

      The sale did not include the assets and liabilities of White Metal Rolling
and Stamping Corp.("White Metal"), Prime's discontinued ladder manufacturing
subsidiary. See Note 4.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

      The Consolidated Financial Statements include the accounts of LBP, Inc.
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated.


                                       7
<PAGE>

                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      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, 1998 and 1997. 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.

Income Taxes

      The Company and its subsidiaries file separate Federal and state income
tax returns. The Company's subsidiaries generally file separate state income tax
returns on the same basis as the Federal income tax returns.

New Accounting Standards

      Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income."
Statement 130 establishes standards for reporting and display of comprehensive
income and components in the financial statements. The Company has had no
"other" comprehensive income for the nine months ended September 30, 1998 and
1997.

      In June 1997, the Financial Accounting Standards Board issued SFAS 131,
"Disclosure about Segments of an Enterprise and Related Information," for fiscal
years beginning after December 15, 1997. This statement addresses presentation
and disclosure matters and will have no impact on the Company's financial
position or results of operations. The Company currently has no segments.

Use of Estimates

      Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

3.    INCOME TAXES

      At December 31, 1997, the Company had a deferred tax asset valuation
allowance of $4.5 million. Such valuation allowance reduced the carrying value
of the net deferred tax asset to zero because the Company could not conclude
that any deferred tax assets were likely to be realized in the ordinary course
of operations.

      As a result of the operating income from discontinued operations prior to
disposal, and the gain on disposal of such operations, the Company has realized
approximately $2.7 million of such net deferred tax assets, and has reduced its
provision for income taxes to the extent of such realization. The remaining net
deferred tax assets at December 31, 1997, of $1.8 million, related primarily to
state tax credits which are no longer available as a result of the disposal of
discontinued operations.


                                       8
<PAGE>

                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      At September 30, 1998, the Company had no net operating loss carryforward
for Federal income tax purposes.

4.    DISCONTINUED OPERATIONS - WHITE METAL ROLLING AND STAMPING CORP.

      In fiscal 1990, the Company discontinued the operations of White Metal 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 does 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, 1998, White Metal's estimated future product liability,
which is no longer covered by insurance, was approximately $4.0 million. Such
liability is reflected in discontinued operations, net, on the Consolidated
Balance Sheet. Although Prime (formerly known as Leslie-Locke, Inc.) was named
as a defendant in certain product liability actions, Prime has not been held
responsible, and the Company and Prime 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 $1.7 million 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 Prime have in the past disclaimed,
and continue to disclaim, any liability for the obligations of White Metal.

      On May 7, 1996, the Company and Prime, and Drew Industries Incorporated
("Drew"), the former parent of the Company, and Drew's 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 $9.7 million is
sought from the Company and Prime including $7.5 million of tax related claims
sought, jointly, and severally, from the Company, Prime, Drew and Kinro. The
proceeding is based principally upon the trustee's allegations 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. In addition, the trustee alleges that White
Metal made certain payments to Prime which were preferential and are recoverable
by White Metal, in the approximate amount of $2.2 million.

      On July 14,1998, the court granted defendants' motion to dismiss the
trustee's tax-related claims aggregating approximately $7.5 million (excluding
duplicate claims). The court permitted the trustee to replead the dismissed
claims, but the trustee elected not to replead. However, the trustee could
appeal the court's decision dismissing these claims. The remaining $2.2 million
of the trustee's claims were not dismissed, but Prime believes that the claims
are without merit and will continue to vigorously defend against the claims.
However, an estimate of potential loss, if any, cannot be made at this time. The
Company 


                                       9
<PAGE>

                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

believes the defense of this proceeding will not have a material adverse impact
on its financial condition or results of operations.

5.    Weighted Average Common Shares Outstanding

      Net income per diluted common share reflects the dilution of the weighted
average common shares by the assumed issuance of common stock pertaining to
stock options. The numerator, which is equal to net income, is constant for both
the basic and diluted earnings per share calculations.

                                     Nine Months Ended      Three Months Ended
                                       September 30,           September 30,
                                     -----------------      ------------------
                                     1998        1997        1998        1997
- --------------------------------------------------------------------------------

Weighted average common shares
   outstanding - basic             4,862,206   4,848,122   4,860,863   4,854,001
Assumed issuance of common stock
   pertaining to stock options        51,542          --      57,294          --
                                   ---------   ---------   ---------   ---------
Weighted average common shares
   outstanding - diluted           4,913,748   4,848,122   4,918,157   4,854,001
                                   =========   =========   =========   =========

      Weighted average common shares outstanding for the nine months and three
months ended September 30, 1997 is the same for the basic and diluted
calculation since the Company had a loss from continuing operations for those
periods and, therefore, the exercise of outstanding options would be 
antidilutive.


                                       10
<PAGE>

                                    LBP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

      In connection with the sale of substantially all of the assets of the
Company's wholly-owned subsidiary, Leslie-Locke, Inc., the name of Leslie
Building Products, Inc. was changed to LBP, Inc. and the name of Leslie- Locke,
Inc. was changed to Prime Acquisition Corp. ("Prime").

      On June 18, 1998, effective as of May 31, 1998, Prime sold substantially
all its net assets and business for $44.0 million in cash, subject to certain
post closing working capital adjustments to be determined within 120 days from
the closing. Prime realized a gain of $12.3 million from the sale, and after
payment of its outstanding debt, closing costs and income taxes, Prime will have
cash of approximately $27 million.

RESULTS OF OPERATIONS

      Prime was the sole operating subsidiary of the Company, and the Company
and its subsidiaries do not now conduct any operations. The net proceeds of $27
million, as well as funds being held for payment of closing costs and income
taxes, are invested primarily in liquid U.S. Treasury money market accounts
which yielded approximately 5.3% for the quarter. In addition, the Company had a
one-time pre-tax gain from a securities transaction of $463,000 during the third
quarter. The Company will continue to incur expenses of approximately $400,000
to $600,000 annually, associated with the management of its assets, its
financial reporting obligations, and other administrative functions.

LIQUIDITY AND CAPITAL RESOURCES

      The Board of Directors of the Company adopted a resolution regarding the
Company's intent to be engaged in a business other than that of investing,
reinvesting or trading in securities, as soon as it is reasonably possible, and
that the proceeds from the sale of the assets of Prime be utilized to acquire
other businesses.

      Prime has agreed to indemnify the buyer as follows: (i) for up to $4
million of losses incurred by the buyer during the two years following the
closing resulting from breaches of representations and warranties made by Prime,
(ii) for up to $4 million of losses incurred by the buyer during the four years
following the closing resulting from certain environmental matters, and (iii)
for losses incurred by the buyer resulting from liabilities of Prime not assumed
by the buyer. In connection with Prime's indemnification obligations, Prime
deposited in escrow an aggregate of $25.4 million for a period of two years
following the closing. Up to approximately $21.4 million of the escrow funds may
be withdrawn by Prime at any time during the escrow period to acquire other
businesses, for investments, and for certain other permitted payments. The
escrow will terminate two years from the closing, and any escrow funds not paid
to the buyer or subject to claims outstanding at that time will be returned to
Prime.

      All escrow funds are invested in liquid U.S. Treasury money market
accounts. Earnings from $21.4 million of such investments held in escrow are
remitted to Prime monthly.

      The sale did not include the assets and liabilities of White Metal Rolling
and Stamping Corp.("White Metal"), Prime's discontinued ladder manufacturing
subsidiary. In fiscal 1990, the Company discontinued the operations of White
Metal and sold certain assets of White Metal, (machinery, equipment and supplies


                                       11
<PAGE>

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

and customer lists) to a private company. The buyer did not assume any
liabilities of White Metal, nor acquire the White Metal name and does 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, 1998, White Metal's estimated future product liability,
which is no longer covered by insurance, was approximately $4.0 million. Such
liability is reflected in discontinued operations, net, on the Consolidated
Balance Sheet. Although Prime (formerly known as Leslie-Locke, Inc.) was named
as a defendant in certain product liability actions, Prime has not been held
responsible, and the Company and Prime 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 $1.7 million 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 Prime have in the past disclaimed,
and continue to disclaim, any liability for the obligations of White Metal.

      On May 7, 1996, the Company and Prime, and Drew Industries Incorporated
("Drew"), the former parent of the Company, and Drew's 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 $9.7 million is
sought from the Company and Prime including $7.5 million of tax related claims
sought, jointly, and severally, from the Company, Prime, Drew and Kinro. The
proceeding is based principally upon the trustee's allegations 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. In addition, the trustee alleges that White
Metal made certain payments to Prime which were preferential and are recoverable
by White Metal, in the approximate amount of $2.2 million.

      On July 14,1998, the court granted defendants' motion to dismiss the
trustee's tax-related claims aggregating approximately $7.5 million (excluding
duplicate claims). The court permitted the trustee to replead the dismissed
claims, but the trustee elected not to replead. However, the trustee could
appeal the court's decision dismissing these claims. The remaining $2.2 million
of the trustee's claims were not dismissed, but Prime believes that the claims
are without merit and will continue to vigorously defend against the claims.
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.


                                       12
<PAGE>

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

INFLATION

      Future changes from current levels of inflation may be expected to impact
the investment income earned by the Company on its temporary investments.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

      This report contains certain statements, including the Company's plans
regarding its operating performance which could be construed to be forward
looking statements within the meaning of the Securities and Exchange Act of
1934. These statements reflect the Company's current views with respect to
future plans, events and financial performance.

      The Company has identified certain risk factors which could cause actual
plans and results to differ substantially from those included in the forward
looking statements. These factors include certain contingent indemnification
obligations as described in Note 1 of Notes to Consolidated Financial
Statements, contingencies described in Note 4 of Notes to Consolidated Financial
Statements, interest rates, and the potential consummation of acquisitions.


                                       13
<PAGE>

                                    LBP, 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.

                                        LBP, INC.
                                        Registrant




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

November 10, 1998


                                       14


<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   SEP-30-1998
<CASH>                                              33,201
<SECURITIES>                                             0 
<RECEIVABLES>                                            0 
<ALLOWANCES>                                             0 
<INVENTORY>                                              0 
<CURRENT-ASSETS>                                    33,261 
<PP&E>                                                   0 
<DEPRECIATION>                                           0 
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