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 period ended March 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 33-26991 American Builders & Contractors Supply Co., Inc. Amcraft Building Products Co., Inc. Mule-Hide Products Co., Inc. ---------------------------------------------------------- (Exact names of registrant as specified in is charter) Delaware 5033 39-1413708 Delaware 5033 39-1701778 Texas 5033 62-1277211 - ------------------------------------------------------------------------------------------------------------- (State or other jurisdiction of (Primary Standard (I.R.S. Employer Identification N0.) incorporation or organization) Industrial Classification Code Number) One ABC Parkway Beloit, Wisconsin 53511 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (608) 362-7777 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $0.01 par value, 147.04 shares as of May 1, 2001 Index American Builders & Contractors Supply Co., Inc. and Subsidiaries Part I. Financial Information Item 1. Financial Statements (Unaudited) Condensed consolidated balance sheets - March 31, 2001 and December 31, 2000 Condensed consolidated statements of operations and retained earnings - Three months ended March 31, 2001 and March 31, 2000 Condensed consolidated statements of cash flows - Three months ended March 31, 2001 and March 31, 2000 Notes to condensed consolidated financial statements - March 31, 2001 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures 1 Part 1. Financial Information American Builders & Contractors Supply Co., Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) (in thousands) March 31, December 31, 2001 2000 --------- ------------ ASSETS Current assets: Cash $ 3,181 $ 5,009 Accounts receivable 148,912 142,768 Inventories 188,996 151,578 Prepaid expenses and other 2,532 2,880 --------- --------- Total current assets 343,621 302,235 Property and equipment, net 63,581 66,100 Net receivable from sole stockholder 6,579 3,452 Goodwill 37,523 37,847 Other intangible assets 5,105 5,263 Other assets 2,396 2,373 --------- --------- $ 458,805 $ 417,270 ========= ========= LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable $ 150,938 $ 78,634 Accrued payroll and benefits 9,306 10,020 Accrued liabilities 12,201 11,891 Current portion of long-term debt 6,040 6,067 --------- --------- Total current liabilities 178,485 106,612 Long-term debt 248,556 271,480 Contingent liabilities (Note 2) Stockholder's equity: Common stock --- --- Additional paid-in capital 3,779 3,779 Retained earnings 27,985 35,399 --------- --------- Total stockholder's equity 31,764 39,178 --------- --------- $ 458,805 $ 417,270 ========= ========= See notes to condensed consolidated financial statements. Note: The balance sheet at December 31, 2000 has been derived from the audited balance sheet at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. 2 American Builders & Contractors Supply Co., Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Retained Earnings (Unaudited) (in thousands) Three months ended March 31, ---------------------------------- 2001 2000 ---------------------------------- Net sales $247,483 $242,244 Cost of sales 187,930 183,840 -------- -------- Gross profit 59,553 58,404 Operating expenses: Distribution centers 54,788 53,437 General and administrative 5,231 6,560 Amortization of intangible assets 400 400 -------- -------- 60,419 60,397 -------- -------- Operating loss (866) (1,993) Other income (expense): Interest income 108 117 Interest expense (5,674) (5,956) -------- -------- (5,566) (5,839) -------- -------- Loss before provision for income taxes (6,432) (7,832) Provision for income taxes 130 103 -------- -------- Net loss (6,562) (7,935) Retained earnings at beginning of period 35,399 23,894 Distributions to sole stockholder (852) --- -------- -------- Retained earnings at end of period $ 27,985 $ 15,959 ======== ======== See notes to condensed consolidated financial statements. 3 American Builders & Contractors Supply Co., Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) Three months ended March 31, ---------------------------------- 2001 2000 ---------------------------------- Operating activities Net loss $ (6,562) $ (7,935) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation 3,788 3,646 Amortization 400 400 Amortization of deferred financing costs 82 93 Provision for doubtful accounts 1,562 1,755 Loss on disposal of property and equipment 105 520 Changes in operating assets and liabilities: Accounts receivable (7,706) (2,282) Inventories (37,418) (67,746) Prepaid expenses and other 348 356 Other assets (23) (229) Accounts payable 72,304 74,076 Accrued liabilities (404) (1,401) -------- -------- Cash provided by operating activities 26,476 1,253 Investing activities Additions to property and equipment (1,572) (3,903) Proceeds from disposal of property and equipment 198 814 -------- -------- Cash used in investing activities (1,374) (3,089) Financing activities Net payments under line of credit (22,595) (1,360) Payments on notes payable (356) (420) Change in net receivable from sole stockholder (3,127) 2,006 Distributions to sole stockholder (852) --- -------- -------- Cash provided by (used in) financing activities (26,930) 226 -------- -------- Net decrease in cash (1,828) (1,610) Cash at beginning of period 5,009 4,717 -------- -------- Cash at end of period $ 3,181 $ 3,107 ======== ======== See notes to condensed consolidated financial statements. 4 American Builders & Contractors Supply Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) March 31, 2001 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2001 are not indicative of the results that may be expected for the year ending December 31, 2001 due to the seasonality of the business. For further information, refer to the consolidated financial statements and footnotes thereto included in American Builders & Contractors Supply Co., Inc.'s (ABC or the Company) Annual Report on Form 10-K for the year ended December 31, 2000. 2. Contingent Liabilities At March 31, 2001 and December 31, 2000, the Company had guaranteed debt of the sole stockholder in the amounts of $1,708,000 and $1,742,000, respectively. Certain assets owned by the Company serve as collateral as part of an overall guaranty of this debt by the Company. The Company also had outstanding letters of credit in the amount of $3,664,000 at March 31, 2001 and December 31, 2000, with respect to debt of the Company's sole stockholder and his affiliates. 3. Guarantor Subsidiaries The following tables present condensed consolidating financial information for the three months ended March 31, 2001 and 2000 for: (a) ABC and (b) on a combined basis, the guarantors of the Senior Subordinated Notes, which include all of the wholly owned subsidiaries of the Company (Subsidiary Guarantors). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are jointly, severally and unconditionally liable under the guarantees, and the Company believes separate financial statements and other disclosures regarding the Subsidiary Guarantors are not material to investors. 5 American Builders & Contractors Supply Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 3. Guarantor Subsidiaries (continued) Condensed Consolidating Balance Sheet March 31, 2001 (in thousands) Subsidiary ABC Guarantors Eliminations Consolidated --------------------------------------------------------------- Assets Current assets: Cash $ 3,099 $ 82 $ - $ 3,181 Accounts receivable 148,532 9,195 (8,815) 148,912 Inventories 190,256 1,193 (2,453) 188,996 Intercompany advances (1,796) 1,796 - - Prepaid expenses and other 1,599 933 - 2,532 --------------------------------------------------------------- Total current assets 341,690 13,199 (11,268) 343,621 Property and equipment, net 63,198 383 - 63,581 Investment in subsidiaries 2,222 - (2,222) - Net receivable from sole stockholder 6,579 - - 6,579 Goodwill 37,523 - - 37,523 Other intangible assets 5,105 - - 5,105 Other assets 2,374 22 - 2,396 --------------------------------------------------------------- $ 458,691 $ 13,604 $ (13,490) $ 458,805 =============================================================== Liabilities and stockholder's equity Current liabilities: Accounts payable $ 151,904 $ 7,849 $ (8,815) $ 150,938 Accrued payroll and benefits 9,089 217 - 9,306 Accrued liabilities 11,338 863 - 12,201 Current portion of long-term debt 6,040 - - 6,040 --------------------------------------------------------------- Total current liabilities 178,371 8,929 (8,815) 178,485 Long-term debt 248,556 - - 248,556 Contingent liabilities Stockholder's equity: Common stock - - - - Additional paid-in capital 3,779 1 (1) 3,779 Retained earnings 27,985 4,674 (4,674) 27,985 --------------------------------------------------------------- Total stockholder's equity 31,764 4,675 (4,675) 31,764 --------------------------------------------------------------- $ 458,691 $ 13,604 $ (13,490) $ 458,805 =============================================================== 6 American Builders & Contractors Supply Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 3. Guarantor Subsidiaries (continued) Condensed Consolidating Balance Sheet December 31, 2000 (in thousands) Subsidiary ABC Guarantors Eliminations Consolidated --------------------------------------------------------------- Assets Current assets: Cash $ 4,651 $ 358 $ - $ 5,009 Accounts receivable 142,516 7,060 (6,808) 142,768 Inventories 152,588 1,331 (2,341) 151,578 Intercompany advances (4,519) 4,519 - - Prepaid expenses and other 1,913 967 - 2,880 --------------------------------------------------------------- Total current assets 297,149 14,235 (9,149) 302,235 Property and equipment, net 65,718 382 - 66,100 Investment in subsidiaries 4,782 - (4,782) - Net receivable from sole stockholder 3,452 - - 3,452 Goodwill 37,847 - - 37,847 Other intangible assets 5,263 - - 5,263 Other assets 2,341 32 - 2,373 --------------------------------------------------------------- $ 416,552 $ 14,649 $ (13,931) $ 417,270 =============================================================== Liabilities and stockholder's equity Current liabilities: Accounts payable $ 79,114 $ 6,328 $ (6,808) $ 78,634 Accrued payroll and benefits 9,801 219 - 10,020 Accrued liabilities 10,912 979 - 11,891 Current portion of long-term debt 6,067 - - 6,067 --------------------------------------------------------------- Total current liabilities 105,894 7,526 (6,808) 106,612 Long-term debt 271,480 - - 271,480 Contingent liabilities Stockholder's equity: Common stock - - - - Additional paid-in capital 3,779 1 (1) 3,779 Retained earnings 35,399 7,122 (7,122) 35,399 --------------------------------------------------------------- Total stockholder's equity 39,178 7,123 (7,123) 39,178 --------------------------------------------------------------- $ 416,552 $ 14,649 $ (13,931) $ 417,270 =============================================================== 7 American Builders & Contractors Supply Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 3. Guarantor Subsidiaries (continued) Condensed Consolidating Statement of Operations for the Three Months ended March 31, 2001 (in thousands) Subsidiary ABC Guarantors Eliminations Consolidated -------------------------------------------------------------------- Net sales $ 246,797 $ 13,108 $ (12,422) $ 247,483 Cost of sales 189,404 10,836 (12,310) 187,930 -------------------------------------------------------------------- Gross profit 57,393 2,272 (112) 59,553 Operating expenses: Distribution centers 53,455 1,333 - 54,788 General and administrative 5,039 192 - 5,231 Amortization of intangible assets 400 - - 400 -------------------------------------------------------------------- 58,894 1,525 - 60,419 -------------------------------------------------------------------- Operating income (loss) (1,501) 747 (112) (866) Other income (expense): Interest income 108 - - 108 Interest expense (5,674) - - (5,674) -------------------------------------------------------------------- (5,566) - - (5,566) -------------------------------------------------------------------- Income (loss) before provision for income taxes and equity in earnings of subsidiaries (7,067) 747 (112) (6,432) Provision for income taxes 131 (1) - 130 -------------------------------------------------------------------- (7,198) 748 (112) (6,562) Equity in earnings of subsidiaries 636 - (636) - -------------------------------------------------------------------- Net income (loss) $ (6,562) $ 748 $ (748) $ (6,562) ==================================================================== 8 American Builders & Contractors Supply Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 3. Guarantor Subsidiaries (continued) Condensed Consolidating Statement of Operations for the Three Months ended March 31, 2000 (in thousands) Subsidiary ABC Guarantors Eliminations Consolidated ------------------------------------------------------------- Net sales $ 241,849 $ 12,579 $ (12,184) $ 242,244 Cost of sales 185,259 10,382 (11,801) 183,840 ------------------------------------------------------------- Gross profit 56,590 2,197 (383) 58,404 Operating expenses: Distribution centers 52,292 1,145 - 53,437 General and administrative 6,243 317 - 6,560 Amortization of intangible assets 400 - - 400 ------------------------------------------------------------- 58,935 1,462 - 60,397 ------------------------------------------------------------- Operating income (loss) (2,345) 735 (383) (1,993) Other income (expense): Interest income 132 - (15) 117 Interest expense (5,956) (15) 15 (5,956) ------------------------------------------------------------- (5,824) (15) - (5,839) ------------------------------------------------------------- Income (loss) before provision for income taxes and equity in earnings of subsidiaries (8,169) 720 (383) (7,832) Provision for income taxes 97 6 - 103 ------------------------------------------------------------- (8,266) 714 (383) (7,935) Equity in earnings of subsidiaries 331 - (331) - ------------------------------------------------------------- Net income (loss) $ (7,935) $ 714 $ (714) $ (7,935) ============================================================= 9 American Builders & Contractors Supply Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 3. Guarantor Subsidiaries (continued) Condensed Consolidating Statement of Cash Flows for the Three Months ended March 31, 2001 (in thousands) Subsidiary ABC Guarantors Eliminations Consolidated -------------------------------------------------------------- Operating activities Net income (loss) $ (6,562) $ 748 $ (748) $ (6,562) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation 3,734 54 - 3,788 Amortization 400 - - 400 Amortization of deferred financing costs 82 - - 82 Provision for doubtful accounts 1,559 3 - 1,562 Loss on disposal of property and equipment 104 1 - 105 Change in operating assets and liabilities: Accounts receivable (7,575) (2,137) 2,006 (7,706) Inventories (37,668) 138 112 (37,418) Prepaid expenses and other 314 34 - 348 Other assets (2,755) 2,732 - (23) Accounts payable 72,790 1,520 (2,006) 72,304 Accrued liabilities (286) (118) - (404) -------------------------------------------------------------- Cash provided by operating activities 24,137 2,975 (636) 26,476 Investing activities Additions to property and equipment (1,515) (57) - (1,572) Proceeds from disposal of property and equipment 198 - - 198 Investment in subsidiaries (636) - 636 - -------------------------------------------------------------- Cash used in investing activities (1,953) (57) 636 (1,374) Financing activities Net payments under line of credit (22,595) - - (22,595) Payments on long-term debt (356) - - (356) Change in net receivable from sole stockholder (3,127) - - (3,127) Distributions to parent 3,194 (3,194) - - Distributions to sole stockholder (852) - - (852) -------------------------------------------------------------- Cash used in financing activities (23,736) (3,194) - (26,930) -------------------------------------------------------------- Net decrease in cash (1,552) (276) - (1,828) Cash at beginning of period 4,651 358 - 5,009 -------------------------------------------------------------- Cash at end of period $ 3,099 $ 82 $ - $ 3,181 ============================================================== 10 American Builders & Contractors Supply Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 3. Guarantor Subsidiaries (continued) Condensed Consolidating Statement of Cash Flows for the Three Months ended March 31, 2000 (in thousands) Subsidiary ABC Guarantors Eliminations Consolidated ----------------------------------------------------------- Operating activities Net income (loss) $ (7,935) $ 714 $ (714) $ (7,935) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation 3,575 71 - 3,646 Amortization 400 - - 400 Amortization of deferred financing costs 93 - - 93 Provision for doubtful accounts 1,755 - - 1,755 Loss on disposal of property and equipment 514 6 - 520 Change in operating assets and liabilities: Accounts receivable (2,266) (3,083) 3,067 (2,282) Inventories (68,098) (31) 383 (67,746) Prepaid expenses and other 206 150 - 356 Other assets 1,347 (28) (1,548) (229) Accounts payable 73,392 3,751 (3,067) 74,076 Accrued liabilities (1,426) 25 - (1,401) ----------------------------------------------------------- Cash provided by operating activities 1,557 1,575 (1,879) 1,253 Investing activities Additions to property and equipment (3,853) (50) - (3,903) Proceeds from disposal of property and equipment 788 26 - 814 Investment in subsidiaries (331) - 331 - ----------------------------------------------------------- Cash used in investing activities (3,396) (24) 331 (3,089) Financing activities Net payments under line of credit (1,360) (1,548) 1,548 (1,360) Payments on long-term debt (420) - - (420) Change in net receivable from sole stockholder 2,006 - - 2,006 ----------------------------------------------------------- Cash provided by (used in) financing activities 226 (1,548) 1,548 226 ----------------------------------------------------------- Net increase (decrease) in cash (1,613) 3 - (1,610) Cash at beginning of period 4,649 68 - 4,717 ----------------------------------------------------------- Cash at end of period $ 3,036 $ 71 $ - $ 3,107 =========================================================== 11 American Builders & Contractors Supply Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) 4. Comprehensive Income The Company's comprehensive loss for the three months ended March 31, 2001 and 2000, as required to be reported by FASB Statement No. 130, was identical to the actual losses reported for those periods. 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The Company. ABC is the largest wholesale distributor of roofing products and one of the largest wholesale distributors of vinyl siding materials in the United States, operating 200 distribution centers located in 42 states as of March 31, 2001. Since January 1, 2001, the Company has not opened or closed any distribution centers. Provision for Income Taxes. ABC and its subsidiaries are operated as Subchapter S corporations under the Internal Revenue Code. As a result, these entities do not incur federal and state income taxes (except with respect to certain states) and, accordingly, no discussion of income taxes is included in "Results of Operations" below. Federal and state income taxes (except with respect to certain states) on the income of such corporations are incurred and paid directly by the Company's sole stockholder. Such corporations have historically made periodic distributions to the stockholder with respect to such tax liabilities. The Company entered into the Tax Allocation Agreement with the sole stockholder, pursuant to which he will receive distributions from the Company with respect to taxes associated with the Company's income. Special Note Regarding Forward-Looking Statements This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act). Such forward-looking statements are based on the beliefs of the Company's management as well as on assumptions made by and information currently available to the Company at the time such statements were made. When used in this MD&A, the words "anticipate," "believe," "estimate," "expect," "intends" and similar expressions, as they relate to the Company are intended to identify forward- looking statements, which include statements relating to, among other things: (i) the ability of the Company to continue to successfully compete in the roofing and vinyl siding products market; (ii) the anticipated benefits from its comprehensive evaluation of new operating and administrative processes (iii) the continued effectiveness of the Company's sales and marketing strategy; and (iv) the ability of the Company to continue to successfully develop and launch new distribution centers. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters discussed herein and certain economic and business factors, some of which may be beyond the control of the Company. Results of Operations The following table summarizes the Company's historical results of operations as a percentage of net sales for the three months ended March 31, 2001 and 2000: Three months ended March 31, ------------------------------ 2001 2000 ------------------------------ Income statement data: Net sales 100.0% 100.0% Cost of sales 75.9 75.9 ----- ----- Gross profit 24.1 24.1 Operating expenses: Distribution centers 22.1 22.0 General and administrative 2.1 2.7 Amortization of intangible assets .2 .2 ----- ----- Total operating expenses 24.4 24.9 ----- ----- Operating loss (0.3)% (0.8)% ===== ===== 13 Comparison of the Three-Month Period Ended March 31, 2001 to the Three-Month Period Ended March 31, 2000 The Company's results of operations are affected by the seasonal nature of the roofing and siding business. See "Seasonality." Net sales for the three months ended March 31, 2001 increased by 2.2% to $247.5 million from $242.2 million for the three months ended March 31, 2000. Comparable distribution centers sales growth was 1.3%. Increases in comparable distribution center sales are due primarily to increases in volume. Gross profit for the three months ended March 31, 2001 increased by 2.0%, to $59.6 million from $58.4 million for the three months ended March 31, 2000, primarily as a result of profits associated with increased sales. Gross profit, as a percent of net sales, was 24.1% for both the three months ended March 31, 2001 and 2000. Distribution center operating expenses increased by $1.4 million to $54.8 million from $53.4 million for the three months ended March 31, 2001 and 2000, respectively. As a percent of net sales, distribution center operating expenses for the three months ended March 31, increased to 22.1% in 2001 from 22.0% in 2000. General and administrative expenses for the three months ended March 31, decreased by $1.4 million to $5.2 million in 2001 from $6.6 million in 2000. General and administrative expenses as a percentage of net sales decreased to 2.1% in 2001 from 2.7% in 2000. A large portion of the expense in 2000 was due to professional fees incurred in connection with management's evaluation of the Company's operating procedures, as well as its needs for a next generation of computer system. Operating loss for the three months ended March 31, 2001 decreased by $1.1 million to a loss of $0.9 million from a $2.0 million loss for the same period in 2000 as a result of the factors discussed above. Interest expense for the three months ended March 31, 2001 decreased by $0.3 million or 4.7% to $5.7 million from $6.0 million for the three months ended March 31, 2000. The decrease is primarily due to decreased rates on the Company's LIBOR and prime rate borrowings, as well as a reduction in the Company's borrowing levels. Liquidity and Capital Resources Cash Flows from Operating Activities. Net cash provided by operating activities was $26.5 million and $1.3 million for the three months ended March 31, 2001 and 2000, respectively. The increase was due primarily to a reduction of the Company's inventory levels from 2000, when the Company purchased inventory in advance of anticipated price increases from major vendors. Cash Flows from Investing Activities. Net cash used in investing activities decreased to $1.4 million from $3.1 million for the three months ended March 31, 2001 and 2000, respectively, due to reduced additions to property and equipment offset by a reduction in proceeds from disposals of property and equipment. Cash Flows from Financing Activities. Net cash provided by (used in) financing activities was $(26.9) million and $0.2 million for the three months ended March 31, 2001 and 2000, respectively, due primarily to the net payments made under the line of credit. Liquidity. The Company's principal sources of funds are anticipated to be cash flows from operating activities and borrowings under its revolving credit agreement. The Company believes that these funds will provide the Company with sufficient liquidity and capital resources for the Company to meet its financial obligations, as well as to provide funds for the Company's working capital, capital expenditures, and other needs for the foreseeable future. No assurances can be given, however, that this will be the case. 14 Seasonality Because of cold weather conditions in many of the markets in which the Company does business and the seasonal nature of the roofing and siding business generally, the Company's revenues vary substantially throughout the year, with its lowest revenues typically occurring in the months of December through February. 15 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended March 31, 2001. 16 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. American Builders & Contractors Supply Co., Inc. May 9, 2001 /s/ Kendra A. Story - --------------- ---------------------------------------- Date: Kendra A. Story Chief Financial Officer and Director 17