-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RjCNAXgUw1+ikykragS76GsXgFi0Y9FNo/Yl1RdruBq60bWcjNXf+Yk6pu3OqgKv i9Hd4QwLccf/GZOUjNvAPg== 0000868780-05-000001.txt : 20050228 0000868780-05-000001.hdr.sgml : 20050228 20050228130546 ACCESSION NUMBER: 0000868780-05-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050228 DATE AS OF CHANGE: 20050228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R & B INC CENTRAL INDEX KEY: 0000868780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 232078856 STATE OF INCORPORATION: PA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18914 FILM NUMBER: 05644248 BUSINESS ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 BUSINESS PHONE: 2159971800 MAIL ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 8-K 1 sec8k22505.txt FORM 8-K =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: February 28, 2005 R & B, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 000-18914 23-2078856 ------------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3400 East Walnut Street Colmar, Pennsylvania 18915 (Address of principal executive offices) Registrant's telephone number, including area code: 215-997-1800 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. Results of Operation and Financial Condition. The information being furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act except as shall be expressly set forth by specific reference in such filing. On February 25, 2005, R&B, Inc. (the "Company") issued a press release announcing its operating results for the fourth quarter and year ended December 25, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 8.01 Other Events On February 25, 2005, R&B, Inc. (the "Company"), announced that its Board of Directors declared a 2-for-1 stock split of its outstanding common stock, payable in the form of a stock dividend of one share for each share held. The stock split entitles each shareholder of record at the close of business on March 15, 2005 to receive one additional share for every share of common stock held on that date, with a payment date of March 28, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits Exhibit Number Description 99.1 Press Release Dated February 25, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, R&B, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. R&B, Inc. Dated: February 28, 2005 By: /s/ Mathias J. Barton ------------------------------------- Mathias J. Barton Chief Financial Officer and Principal Accounting Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press Release Dated February 25, 2005 EX-99 3 press22504.txt NEWS RELEASE R&B, Inc. Corporate Headquarters: R&B, Inc. 3400 East Walnut Street Colmar, Pennsylvania 18915 Fax: (215) 997-8577 For Further Information Contact: Visit our Home Page: Mathias J. Barton, DFO www.rbinc.com (215) 997-1800 x 5132 E-mail: MBarton@rbinc.com R&B, Inc. Reports Sales and Earnings for the Fourth Quarter and Year Ended December 25, 2004; Announces 2-for-1 Stock Split. Colmar, Pennsylvania (February 25, 2005) -- R&B, Inc., (NASDAQ:RBIN) today announced financial results for the fourth quarter and year ended December 25, 2004. The Company also announced a 2-for-1 stock split on its common stock, payable in the form of a stock dividend of one share for each share held. For the fourth quarter ended December 25, 2004, sales increased 17% to $65.1 million from $55.6 million in the same period last year. Net income in the fourth quarter of 2004 was $4.0 million compared to net income of $3.8 million in the same period last year. Diluted earnings per share in the fourth quarter increased 5% to $0.44 from $0.42 in the same period last year. For the year ended December 25, 2004, sales increased 12% to $249.5 million from $222.1 million in the same period last year. Diluted earnings per share for the year ended December 25, 2004 increased 27% to $1.86 compared to $1.47 in the same period last year. Net income for the year ended December 25, 2004 was $17.1 million compared to net income of $13.3 million in the same period last year. Volume in 2004 increased primarily as a result of continued sales growth from recently introduced new products. Results in the fourth quarter were negatively impacted by low margins on two large product line updates and approximately $0.6 million in incremental expediting costs incurred to maintain satisfactory customer fill rates resulting from material shortages for certain items and higher than planned demand. Total incremental expediting costs in 2004 were $1.3 million. The Company does not expect to incur further costs in 2005 as inventory levels and fill rates had returned to acceptable levels by year end. Mr. Richard Berman, Chairman, President and Chief Executive Officer said, "Our success in 2004 is the direct result of our customers embracing the benefits of new products as a comprehen sive sales tool capable of delivering double digit sales growth. We are particularly enthusiastic about the recent performance of our Dorman OE Solutions line of hard parts. Throughout 2004 we have continued to invest in our product development capabilities, and we plan to invest further in 2005. Our goal is to double our current level of new product development and promotional support by the end of 2006." In connection with the Company's 2-for-1 stock split, stockholders as of the close of business on March 15, 2005 will be issued one additional share for each share of common stock held on the record date, with a payment date of March 28, 2005. Mr. Berman said, "This stock split demonstrates our commitment to increasing shareholder value. We believe that this stock split will broaden our base of investors and improve the trading liquidity of our stock." R&B, Inc. is a leading supplier of OE Dealer "Exclusive" automotive replacement parts, automotive hardware and brake products to the automotive aftermarket and household hardware to the general merchandise markets. R&B's products are marketed under more than thirty proprietary brand names, through its Motormite, Dorman, Allparts, Scan-Tech, MPI and Pik-A-Nut businesses. Forward looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward looking statements which speak only as of the date hereof. Factors that cause actual results to differ materially include, but are not limited to, those factors discussed in the Company's Annual Report on Form 10-K under "Business - Risk Factors." R&B, INC. AND SUBSIDIARIES Consolidated Statements of Operations (in thousands, except per-share amounts) 13 Weeks 13 Weeks --------- --------- Fourth Quarter (unaudited) 12/25/04 Pct. 12/27/03 Pct. Net sales $65,109 100.0 $55,560 100.0 Cost of goods sold 42,101 64.7 33,959 61.1 Gross profit 23,008 35.3 21,601 38.9 Selling, general and administrative expenses 16,065 24.6 14,869 26.8 Income from operations 6,943 10.7 6,732 12.1 Interest expense, net 620 1.0 755 1.3 Income before income taxes 6,323 9.7 5,977 10.8 Provision for income taxes 2,279 3.5 2,140 3.9 Net income $ 4,044 6.2 $ 3,837 6.9 Earnings per share Basic $ 0.45 - $ 0.44 - Diluted $ 0.44 - $ 0.42 - Average shares outstanding Basic 8,902 - 8,757 - Diluted 9,212 - 9,117 - 52 Weeks 52 Weeks -------- -------- Fiscal Year 12/25/04 Pct. 12/27/03 Pct. Net sales $249,526 100.0 $222,083 100.0 Cost of goods sold 157,004 62.9 139,875 63.0 Gross profit 92,522 37.1 82,208 37.0 Selling, general and administrative expenses 62,884 25.2 58,156 26.2 Income from operations 29,638 11.9 24,052 10.8 Interest expense, net 2,853 1.2 3,376 1.5 Income before income taxes 26,785 10.7 20,676 9.3 Provision for income taxes 9,704 3.9 7,372 3.3 Net income $17,081 6.8 $13,304 6.0 Earnings per share Basic $ 1.93 - $ 1.54 - Diluted $ 1.86 - $ 1.47 - Average shares outstanding Basic 8,845 - 8,647 - Diluted 9,184 - 9,050 - R&B, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands) 12/25/04 12/27/03 Assets: Cash and short term investments $ 7,152 $ 25,082 Accounts receivable 60,962 44,127 Inventories 61,436 51,170 Prepaid expenses and other 10,026 8,849 Total current assets 139,576 129,228 Property & equipment 25,698 17,590 Goodwill 29,410 29,125 Other assets 720 663 Total assets $195,404 $176,606 Liability & Shareholders' Equity: Current portion of long-term debt$ 9,045 $ 8,571 Accounts payable 15,599 10,029 Accrued expenses and other 13,347 12,176 Total current liabilities 37,991 30,776 Long-term debt 25,714 35,213 Deferred income taxes 6,472 4,632 Shareholders' equity 125,227 105,985 Total Liabilities and Equity $195,404 $176,606 Selected Cash Flow Information: (in thousands) 13 Weeks (unaudited) 52 Weeks -------------------- -------- 12/25/04 12/27/03 12/25/04 12/27/03 Depreciation and amortization $ 1,157 $1,288 $ 4,545 $ 4,640 Capital Expenditures $ 3,578 $2,255 $ 12,801 $ 5,598 -----END PRIVACY-ENHANCED MESSAGE-----