UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly
period ended December 31, 1999 or
( ) Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number 333-30699
RELIANT BUILDING PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1364873
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3010 LBJ Freeway, Suite 400, Dallas, Texas 75234
(Address of principal executive offices) (Zip Code)
(972) 919-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months or for such shorter period as the registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---
Number of shares Common Stock outstanding as of February 10, 2000: 1,000
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
QUARTER ENDED DECEMBER 31, 1999
INDEX
PART I. FINANCIAL INFORMATION
- ----------------------------------
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
PART II. OTHER INFORMATION
- -------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Signatures
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, APRIL 2,
1999 1999
-------------- ----------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 73 $ 851
Accounts receivable, net 28,194 26,331
Inventories (note 4) 26,353 19,220
Deferred tax assets - 2,879
Prepaid expenses and other current assets 1,206 2,001
-------------- ----------
Total current assets 55,826 51,282
Property, plant, and equipment, net 50,775 50,303
Intangible assets, net (note 3) 122,733 131,794
Assets held for sale 604 5,096
Other assets 4,675 5,180
-------------- ----------
Total assets 234,613 243,655
============== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Accounts payable 26,111 15,399
Accrued expenses 19,237 16,467
Current portion of long-term debt (note 8) 9,346 5,533
Long-term debt currently being restructured (note 8) 191,249 -
-------------- ----------
Total current liabilities 245,943 37,399
Long-term debt, less current portion (note 8) 146 113,877
Deferred income taxes - 3,784
Other liabilities 3,913 3,417
Subordinated debt (note 8) - 70,000
-------------- ----------
Total liabilities. 250,002 228,477
Shareholder's equity (deficit):
Common stock, $1.00 par value:
Authorized shares - 10,000
Issued and outstanding shares - 1,000 1 1
Preferred stock of Holdings, stated at amount contributed 4,583 4,664
Notes receivable - equity securities (100) (475)
Additional paid-in capital 30,570 30,925
Accumulated deficit (50,443) (19,937)
-------------- ----------
Total shareholder's equity (deficit) (15,389) 15,178
-------------- ----------
Total liabilities and shareholder's equity (deficit) $ 234,613 $ 243,655
============== ==========
See accompanying notes.
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
QUARTER ENDED
--------------------------------------
DECEMBER 31, 1999 JANUARY 1, 1999
------------------- -----------------
Net sales $ 62,680 $ 65,043
Cost of products sold 52,693 50,429
------------------- -----------------
Gross profit 9,987 14,614
Selling, general and administrative 17,971 13,751
Restructuring charges (note 5) 870 -
------------------- -----------------
Income (loss) from operations (8,854) 863
Interest expense, net 5,567 4,482
------------------- -----------------
Loss before income taxes (14,421) (3,619)
Income tax benefit (526) (492)
------------------- -----------------
Net loss $ (13,895) $ (3,127)
=================== =================
See accompanying notes.
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
NINE MONTHS ENDED
--------------------------------------
DECEMBER 31, 1999 JANUARY 1, 1999
------------------- -----------------
Net sales $ 203,535 $ 221,472
Cost of products sold 160,996 167,567
------------------- -----------------
Gross profit 42,539 53,905
Selling, general and administrative 51,071 44,862
Restructuring charges (note 5) 870 -
Goodwill impairment (note 3) 4,829 -
------------------- -----------------
Income (loss) from operations (14,231) 9,043
Interest expense, net 15,326 13,610
Other expenses. 1,041 -
------------------- -----------------
Loss before income taxes (30,598) (4,567)
Income tax expense (benefit) (604) 36
------------------- -----------------
Net loss $ (29,994) $ (4,603)
=================== =================
See accompanying notes.
RELIANT BUILDING PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
NINE MONTHS ENDED
-------------------
DECEMBER 31, 1999 JANUARY 1, 1999
------------------- -----------------
Cash flows from operating activities:
Net loss $ (29,994) $ (4,603)
Adjustments to reconcile net loss to net cash
provided by (used in) operations:
Depreciation and amortization 8,860 10,025
Non-cash interest expense 681 680
Deferred income taxes (905) (1,097)
Provision for doubtful accounts 1,473 776
Goodwill impairment 4,829 -
Other 596 48
Changes in operating assets and liabilities:
Accounts receivable (3,336) (740)
Inventories (7,133) (416)
Prepaid expenses and other current assets 795 2,252
Accounts payable and accrued expenses 13,482 (1,979)
Other 1,001 (2,224)
------------------- -----------------
Net cash provided by (used in) operating activities (9,651) 2,722
Investing activities:
Purchases of property, plant and equipment (7,842) (4,788)
Proceeds from sale of property, plant and equipment 4,619 61
------------------- -----------------
Net cash used in investing activities (3,223) (4,727)
Financing activities:
Net proceeds from revolving loan 17,999 4,000
Proceeds from long-term debt 775 528
Principal payments on long-term debt (6,619) (1,932)
Redemption of preferred stock (81) (146)
Payment of debt issue costs - (70)
Preferred stock capital contribution - 147
Proceeds from equity notes 375 -
Payment of dividends to Holdings (353) (630)
Capital contribution from Holdings - 643
------------------- -----------------
Net cash provided by financing activities 12,096 2,540
Increase (decrease) in cash and cash equivalents (778) 535
Cash and cash equivalents at beginning of period 851 737
------------------- -----------------
Cash and cash equivalents at end of period $ 73 $ 1,272
=================== =================
Supplementary Information:
Cash paid for interest $ 11,225 $ 15,526
=================== =================
Cash paid (recovered) for income taxes $ (651) $ (2,008)
=================== =================
See accompanying notes.
Reliant Building Products, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
1. The Company
Reliant Building Products, Inc. (formerly Redman Building Products, Inc.) and
subsidiaries (the "Company") are primarily engaged in the manufacture of
aluminum and vinyl or nonwood, framed windows primarily for the new
construction, repair and remodel, national home center chains and manufactured
housing markets. The Company has manufacturing facilities in Texas, Georgia,
Tennessee, Washington, New Jersey (see note 5), Michigan, North Carolina and
California, and most of its customers are located throughout the United States.
2. Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial reporting, the instructions to Form 10-Q, and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
The balance sheet at April 2, 1999 has been derived from the audited
consolidated financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
The accompanying unaudited consolidated financial statements and related notes
should be read in conjunction with the Company's audited consolidated financial
statements and related notes included in the Form 10-K filed with the Securities
and Exchange Commission on July 1, 1999. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the interim financial information have been included.
The results of operations for any interim period are not necessarily indicative
of the results of operations for a full year.
All significant intercompany transactions and balances have been eliminated in
consolidation. The Company utilizes a 52 or 53 week accounting period which
ends on the Friday closest to March 31. The quarters ended December 31, 1999
and January 1, 1999 included 13 weeks.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
3. Intangible Assets
Intangible assets, consisting of goodwill and other intangible assets, totaled
$122.7 million at December 31, 1999. Through October 31, 1999, goodwill is
being amortized on a straight-line basis over a 40-year period. Commencing
January 1, 2000, the Company has revised the useful life of goodwill to an
aggregate of 20 years, and will amortize the remaining balance of each component
of goodwill over this life on a prospective basis. Other intangible assets
consist primarily of a covenant not to compete and trademarks that are being
amortized over five years.
In the quarter ended October 1, 1999, the Company recorded an impairment charge
of $4.8 million to reduce the carrying value of long-lived assets (including
goodwill) to their fair value. These long-lived assets are included in the North
operating segment. The review for impairment at this location was triggered by
recent operating cash flow losses and forecasted operating cash flows below
those expected at the time the manufacturing facility was acquired. The fair
value of the long-lived assets was determined based upon management's estimate
of future operating cash flows.
The Company's ability to fully recover the carrying amount of goodwill through
undiscounted cash flows assumes that results of operations and cash flows in
future periods will improve from their current levels. In the event that the
market or general economic conditions affecting the Company worsen or if
management is unable to achieve its business objectives, additional impairment
of goodwill may be necessary.
4. Inventories
DECEMBER 31, 1999 APRIL 2, 1999
------------------ --------------
Raw materials $ 18,696 $ 13,205
Finished goods and work-in-process 7,657 6,015
------------------ --------------
$ 26,353 $ 19,220
================== ==============
5. Restructuring Charges
During the quarter ended December 31, 1999, management committed to a plan to
close its Hackensack, New Jersey manufacturing facility and has recorded a
reserve of approximately $0.9 million for the expected costs of closing the
facility. The costs consist primarily of $0.6 million for the estimated loss on
disposal of equipment and leasehold improvements that will not be transferred to
other manufacturing facilities, and $0.3 million for amounts payable under
non-cancelable lease terms net of probable sub-lease payments (assumes a
sub-lease agreement will be obtained in approximately 6 months), and other
related exit costs. The Company expects to incur an additional $0.9 million of
employee termination costs during the fourth quarter that do not meet the
criteria for accrual as of December 31, 1999 since the employees had not been
notified. As of December 31, 1999, there have been no payments made against the
accrual. All activities associated with the plan are expected to be
substantially complete by the end of the fourth quarter.
6. Segment and Related Information
The Company currently manages its business by operating location and has
identified its reportable segments based primarily upon the geographic region of
the operating locations. The North region consists of three window
manufacturing facilities (see note 5 for information on closing of one plant in
the North segment) and one distribution center. The South region consists of
five window manufacturing facilities, four distribution centers and two
extrusion operations. The Other segment consists primarily of commercial
windows and specialty glass operations, both of which were sold on July 1, 1999.
The North and South regions manufacture and distribute aluminum and vinyl
windows for the new construction, repair and remodel, national home center
chain, and manufactured housing markets. Transactions between operating
segments are either at cost or predetermined mark-up percentages.
(a) Segment Sales
QUARTER ENDED NINE MONTHS ENDED
-------------------------------------- ------------------------------------
DECEMBER 31, 1999 JANUARY 1, 1999 DECEMBER 31, 1999 JANUARY 1, 1999
------------------ ------------------ ------------------ ----------------
Segment net sales
North
External customers $ 21,997 $ 23,714 $ 72,091 $ 79,211
Intersegment 834 551 2,683 1,754
------------------ ------------------ ------------------ ----------------
Total 22,831 24,265 74,774 80,965
South
External customers 40,683 36,293 126,345 124,135
Intersegment 447 581 1,191 3,706
------------------ ------------------ ------------------ ----------------
Total 41,130 36,874 127,536 127,841
Other
External customers - 5,036 5,099 18,126
Intersegment - 200 336 1,056
------------------ ------------------ ------------------ ----------------
Total - 5,236 5,435 19,182
------------------ ------------------ ------------------ ----------------
Consolidated net sales to
external customers $ 62,680 $ 65,043 $ 203,535 $ 221,472
================== ================== ================== ================
(b) Segment Profit
Segment profit represents total segment sales less the costs of goods sold.
QUARTER ENDED NINE MONTHS ENDED
---------------------------------------- --------------------------------------
DECEMBER 31, 1999 JANUARY 1, 1999 DECEMBER 31, 1999 JANUARY 1, 1999
------------------- ------------------- ------------------- -----------------
Segment profit
North $ 3,552 $ 6,090 $ 14,629 $ 21,511
South 6,803 8,593 26,682 29,988
Other 64 908 1,859 3,383
Inter-segment profit
elimination (432) (977) (631) (977)
------------------- ------------------- ------------------- -----------------
Total segment profit 9,987 14,614 42,539 53,905
Selling, general and
administrative expense 17,971 13,751 51,071 44,862
Restructuring charges 870 - 870 -
Goodwill impairment - - 4,829 -
Interest expense, net 5,567 4,482 15,326 13,610
Other, net - - 1,041 -
------------------- ------------------- ------------------- -----------------
Consolidated loss before
income taxes $ (14,421) $ (3,619) $ (30,598) $ (4,567)
=================== =================== =================== =================
7. Guarantor Subsidiaries
The Company's 10 7/8% senior subordinated notes due May 1, 2004 are jointly and
severally and fully and unconditionally guaranteed on a senior subordinated
basis by all of the Company's wholly-owned subsidiaries. Separate financial
statements and other disclosures concerning such guarantor subsidiaries have not
been presented because management has determined that such information is not
material to investors. The condensed summarized information (in thousands) of
the guarantor subsidiaries is as follows.
DECEMBER 31, APRIL 2,
1999 1999
-------------- ---------
Cash and cash equivalents $ 44 $ 677
Accounts receivable, net 17,158 15,153
Raw materials 9,304 7,199
Finished product and work in process 4,137 3,142
Other current assets 376 3,074
Property, plant and equipment, net 30,248 33,349
Intangible assets, net 94,909 102,245
-------------- ---------
Total assets $ 156,176 $ 164,839
============== =========
Accounts payable $ 11,192 $ 6,457
Accrued expenses 5,157 4,251
Current portion of long-term debt 110 624
Long-term debt - 400
Other liabilities 390 2,301
Intercompany payable 48,762 41,807
Net equity 90,565 108,999
-------------- ---------
Total liabilities and net equity $ 156,176 $ 164,839
============== =========
Quarter Ended Nine Months Ended
------------------------------------ ----------------------------
December 31, January 1, December 31, January 1,
1999 1999 1999 1999
--------------- ------------------- -------------- ------------
Net Sales $ 40,631 $ 40,997 $ 133,802 $ 136,116
Cost of products sold 34,216 33,307 108,765 107,114
Selling, general, and administrative 15,233 10,754 36,532 33,127
Goodwill impairment - - 4,829 -
Interest expense 678 778 2,264 2,323
Income tax expense (benefit) (295) (617) (154) (893)
--------------- ------------------- -------------- ------------
Net loss $ (9,201) $ (3,225) $ (18,434) $ (5,555)
=============== =================== ============== ============
Net cash used by operating activities $ (5,514) $ (3,385)
Net cash provided by (used in) investing activities (656) (3,476)
Net cash provided by financing activities 5,537 7,485
-------------- ------------
Increase (decrease) in cash and cash equivalents $ (633) $ 624
============== ============
8. Restructuring of Long-term Debt Indebtedness
Long-term indebtedness currently being restructured consists of the following
(in thousands):
December 31, 1999
-----------------
Senior Credit Facility:
Term loan A $ 38,000
Term loan B 59,900
Revolver 32,099
Senior Subordinated Notes 70,000
---------
Total long-term debt being restructured 199,999
Less current portion:
Long-term debt currently being restructured 191,249
Current maturities of long-term debt 8,750
---------
$ -
=========
The Company has reached agreements with its senior secured lenders (the
"Lenders") and with holders (each, a "Noteholder" and collectively, the "Ad Hoc
Committee of Holders") of more than 75% of the principal amount of outstanding
Senior Subordinated Notes due 2004 (the "Old Notes") on the principal terms of a
restructuring of the bank debt and the Old Notes (the "Restructuring"). The
Company and the Ad Hoc Committee of Holders have agreed on the terms of an offer
by the Company to exchange (the "Exchange Offer") all outstanding Old Notes for
(i) up to 40.0% of the common stock of the Company (the "New Stock"), and (ii)
up to $17.5 million of New Senior Subordinated PIK Notes due 2007 (the "New
Notes"). In connection with the Exchange Offer, the Company intends to solicit
(the "Solicitation") consents ("Consents") to certain proposed amendments (the
"Proposed Amendments") to the Old Indenture (as defined below).
The Company's obligation to accept for exchange Old Notes validly tendered
pursuant to the Exchange Offer is conditioned upon, among other things, (i)
receipt by the Company of valid unrevoked tenders from holders of the principal
amount of the Old Notes outstanding (the "Tender Condition"), (ii) execution by
the Company, the Guarantors and the Trustee of a Supplemental Indenture
providing for the Proposed Amendments following receipt of consents from 100% of
the principal amount of Old Notes outstanding (the "Requisite Consents") (the
"Consent Condition"), (iii) the conditions to the effectiveness of Section III
of the Fifth Amendment and Waiver, dated as of February 8, 2000 (the "Fifth
Amendment") to the Credit Agreement, dated as of January 28, 1998, as amended,
supplemented or otherwise modified from time to time thereafter (the "Senior
Secured Credit Facility") having been satisfied in full or having been waived
(the "Credit Agreement Amendment Condition"), (iv) an investment (the
"Investment") of $12.5 million in the Company by Reliant Investors, L.P. (the
"Investor"), a partnership consisting of certain entities related to Reliant
Partners, L.P. and Reliant Partners II, L.P., the current controlling
stockholders of Reliant's parent, RBPI Holding Corporation (the "Investment
Condition"), and (v) certain general conditions to the Exchange Offer and
consent and acceptance solicitations (the "General Conditions"). The Company,
in its sole discretion, may waive any of the conditions to the Exchange Offer,
in whole or in part, at any time and from time to time but only with the consent
of Holders of 75% of the principal amount of Old Notes; however, the obligation
of the Investor to make the investment is conditioned upon the satisfaction of
the Tender Condition, the Consent Condition, the Credit Agreement Amendment
Condition and the General Conditions.
On February 10, 2000, the Company entered into written agreements with members
of the Ad Hoc Committee of Holders, who beneficially own or hold investment
authority over 75% of the principal amount of the Old Notes outstanding (the
"Lockup Agreements"). Pursuant to the Lockup Agreements, members of the Ad Hoc
Committee of Holders have, subject to the Tender Condition, the Consent
Condition, the Credit Agreement Amendment Condition, the Investment Condition
and the General Conditions, agreed to validly tender (and not withdraw) all such
Holders' Old Notes pursuant to the Exchange Offer and to validly Consent (and
not revoke such Consent) to the Proposed Amendments.
The terms of the New Notes will include an initial two-year option for the
Company to either pay interest in kind at 12 7/8% annually or in cash at 10 7/8%
annually, and in cash thereafter commencing with the November 1, 2002 payment at
10 7/8% annually and increasing annually. Amortization payments will be due
annually commencing on May 1, 2004. The New Notes and the New Stock will not be
registered under the Securities Act of 1933 when issued, but will be subject to
registration rights agreements.
Pursuant to the Fifth Amendment, the Lenders waived (i) through March 20, 2000,
interest payment defaults, and (b) through March 31, 2000, as long as no
interest is paid on the Old Notes, certain financial covenant defaults under the
Senior Secured Credit Facility. The Fifth Amendment also provides for certain
amendments to the Senior Secured Credit Facility that will provide the Company
with additional liquidity, including a six-quarter deferral of principal
amortization payments and financial covenant amendments. The Senior Secured
Credit Facility amendments will not become effective until satisfaction of
certain conditions contained in the Fifth Amendment, including consummation of
the Exchange Offer and the Investment.
Because the conditions to effectiveness of the covenant amendments in the Fifth
Amendment have not yet been satisfied and the waiver contained therein expires
in less than one year and the Old Notes are in default as a result of the
Company's failure to make the November 1, 1999 interest payment, in accordance
with current accounting literature regarding classification of debt, the Company
has classified its indebtedness under the Senior Secured Credit Facility and the
Old Notes as current debt. As of December 31, 1999, the long-term debt payable
within one year is $9.3 million and long-term debt that has been classified as
current, due to the Restructuring not yet having been completed is $191.2
million.
The Company reasonably expects the Restructuring to be consummated by March 31,
2000. If the Restructuring is consummated as currently anticipated, the Company
will recognize an extraordinary gain upon consummation equal to the excess of
the carrying value of the Old Notes plus accrued interest over the aggregate of
the fair value of the New Stock issued to the Noteholders and all future cash
payments (including contingent interest in the form of interest in kind) related
to the New Notes issued to the Noteholders. Thereafter, all payments designated
as interest on the New Notes issued to the Noteholders will reduce the carrying
value of the obligation, and accordingly, there will be no interest expense
recognized in future periods related to the New Notes issued to the Noteholders.
The Company believes that completion of the Restructuring will enable adequate
funds to be available to meet the Company's cash requirements for capital
expenditures, working capital and scheduled principal and interest payments.
The Company's ability to satisfy its future capital requirements will depend on
capital expenditure requirements and the Company's future financial performance,
which will be subject to general economic conditions and competitive and other
factors, including factors beyond the Company's control. In the event that the
Tender Condition is not satisfied or waived, the Company may elect to file a
prepackaged, prearranged or pre-negotiated Chapter 11 plan of reorganization
(each a "Prepackaged Plan") containing substantially the same terms as the
Exchange Offer. In that event, the Ad Hoc Committee of Holders has already
agreed, subject to certain conditions, to vote in favor of the Prepackaged Plan.
Failure to consummate the Restructuring could have a material adverse effect on
the Company's financial position, results of operations and liquidity, and could
result in the commencement of a Chapter 11 reorganization case under the
Bankruptcy Code, without the benefit of the Prepackaged Plan.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
THE COMPANY
Reliant Building Products, Inc. (the "Company"), is one of the nation's largest
manufacturers of aluminum and vinyl, or non-wood, framed windows. The Company's
products are marketed under well-recognized brand names including ALENCO,
CARE-FREE, ALPINE WINDOWS, and BUILDERS VIEW. The products are marketed across
all major price points. As a result of the January 28, 1998 acquisition of all
the capital stock of Care-Free Window Group ("Care-Free"), a privately held
vinyl window company, the Company has developed a significant national
manufacturing and marketing presence. Window products include single hung,
double-hung, sliders and casements. Door products include hinge doors, storm
doors and patio doors. All of these products are marketed primarily for use in
new construction, manufactured housing, repair and remodeling and the
do-it-yourself market.
The Company manufactures its products at eight facilities (see note 5 to
Company's unaudited consolidated financial statements) strategically located
throughout the U.S. within two geographic regions, North and South (see note 6
to Company's unaudited consolidated financial statements for more information
regarding its operating segments). The Company distributes its products
nationally through wholesalers and dealers, direct sales to large national home
builders (including manufactured housing), independent contractors, national
home centers and lumber yards. The Company also operates Company owned
distribution facilities in Phoenix, Arizona; Ontario, California; Metairie,
Louisiana; Seattle, Washington and Dallas, Texas.
The Company supplements its window business through the manufacture of related
products such as custom aluminum extrusion and window components ("non-core
products") for the Company's internal needs and for sale to third parties. The
Company believes that its vertically integrated operations provide significant
manufacturing flexibility, a reliable supply of low-cost components and a
reduction in working capital requirements.
RESULTS OF OPERATIONS
Third Quarter Ended December 31, 1999 Compared to Third Quarter Ended January 1,
1999
Net Sales. Net sales decreased $2.3 million, or 3.6%, from $65.0 million in the
quarter ended January 1, 1999 ("Prior Period") to $62.7 million for the quarter
ended December 31, 1999 ("Current Period"). Excluding the sales from the
commercial window and specialty glass operations of the Other segment that were
sold on July 1, 1999, there was an increase in net sales of $2.7 million. Net
sales were positively impacted by revenues generated from sales to a national
home center chain under an exclusive supply contract for stores in Texas and
Oklahoma and by increased sales from Company-owned distribution facilities.
Cost of Products Sold. Cost of products sold increased $2.3 million from $50.4
million for the Prior Period to $52.7 million for the Current Period. Expressed
as a percentage of net sales, cost of products sold increased from 77.5% for the
Prior Period to 84.1% for the Current Period. This increase in cost of products
sold as a percentage of net sales is primarily the result of increasing
commodity prices for aluminum and vinyl raw materials and increased labor costs.
Due to the tight labor market, the Company maintained levels of manufacturing
labor capacity in excess of those required during October and November.
Manufacturing labor capacity has since been adjusted to levels in line with
current production.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $4.2 million from $13.8 million in the Prior
Period to $18.0 million for the Current Period. This increase is primarily due
to comparatively lower bad debt and insurance expenses in the Prior Period and
higher selling costs in the Current Period. The higher Current Period selling
costs are primarily related to store conversion costs incurred in conjunction
with the Company's expansion of its supply agreement with a national home center
chain. Also impacting this unfavorable variance are increased information
technology expenditures relating to Y2K preparedness and converting
manufacturing facilities to the Company's enterprise software.
Restructuring Charges. During the Current Period, management committed to a plan
to close its Hackensack, New Jersey manufacturing facility and has recorded a
reserve of approximately $0.9 million for the expected costs of closing the
facility. The costs consist primarily of $0.6 million for the estimated loss on
disposal of equipment and leasehold improvements that will not be transferred to
other manufacturing facilities, and $0.3 million for amounts payable under
non-cancelable lease terms net of probable sub-lease payments (assumes a
sub-lease agreement will be obtained in approximately 6 months), and other
related exit costs. The Company expects to incur an additional $0.9 million of
employee termination costs during the fourth quarter that do not meet the
criteria for accrual as of December 31, 1999 since the employees had not been
notified. As of December 31, 1999, there have been no payments made against the
accrual. All activities associated with the plan are expected to be
substantially complete by the end of the fourth quarter.
Interest Expense, Net. Interest expense increased $1.1 million from $4.5
million in the Prior Period to $5.6 million for the Current Period. This
increase is due to a higher debt level and interest rates in the Current Period.
Income Tax Expense. The income tax benefit of $0.5 million (State and Federal
combined) is comprised of $0.1 of state tax expense, $0.6 million of state
benefit, $5.0 million of potential deferred Federal income tax benefit, and $5.0
million of valuation allowance established against deferred tax assets. The
valuation allowance was established to reduce deferred taxes, primarily net
operating loss carryforwards, to an amount where realization in future periods
is considered to be more likely than not. The allowance was determined based on
the weight of available evidence which consists primarily of taxable losses in
recent years, the types and amounts of existing temporary differences and the
expiration dates of the operating loss carryforward.
Nine Months Ended December 31, 1999 Compared to Nine Months Ended January 1,
1999
Net Sales. Net sales decreased $18.0 million, or 8.1%, from $221.5 million in
the nine months ended January 1, 1999 ("Prior YTD Period") to $203.5 million for
the nine months ended December 31, 1999 ("Current YTD Period"). Excluding the
sales from the commercial window and specialty glass operations of the Other
segment that were sold on July 1, 1999, the decrease in net sales was $7.9
million. This decrease is partially the result of the Prior YTD Period
including $2.0 million in sales revenue from a major project that did not recur
in the Current YTD Period. Net sales were also affected by the discontinuance
of product lines sold to customers that are not the strategic focus of the
Company and lower than expected sales of a new product line intended to replace
existing lines. Net sales were positively impacted by revenues generated from
sales to a national home center chain under an exclusive supply contract for
stores in Texas and Oklahoma.
Cost of Products Sold. Cost of products sold decreased $6.6 million from $167.6
million for the Prior YTD Period to $161.0 million for the Current YTD Period.
Expressed as a percentage of net sales, cost of products sold increased from
75.7% for the Prior YTD Period to 79.1% for the Current YTD Period. This
increase in cost of products sold as a percentage of net sales is primarily the
result of increasing commodity prices for aluminum and vinyl and increased labor
costs due to the tight labor market. Another factor impacting this increase in
cost of products sold as a percentage of net sales is the result of charges
recorded for the write-down and disposal of raw material used in the production
of discontinued product lines and manufacturing inefficiencies resulting from
the start-up of new products.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $6.2 million from $44.9 million in the Prior
YTD Period to $51.1 million for the Current YTD Period. This increase is
primarily due to higher selling costs in the Current Period primarily related to
store conversion costs incurred in conjunction with the Company's expansion of
its supply agreement with a national home center chain. Also impacting this
unfavorable variance are increased information technology expenditures relating
to Y2K preparedness and converting manufacturing facilities to the Company's
enterprise software. Commencing January 1, 2000, the Company has revised the
useful life of its goodwill to an aggregate of 20 years (from 40 years), and
will amortize the remaining balance of each component of goodwill ($122.7
million in the aggregate) over this useful life on a prospective basis.
Goodwill amortization for the Current YTD Period amounted to $2.6 million.
Restructuring Charges. During the Current YTD Period, management committed to
a plan to close its Hackensack, New Jersey manufacturing facility and has
recorded a reserve of approximately $0.9 million for the expected costs of
closing the facility. The costs consist primarily of $0.6 million for the
estimated loss on disposal of equipment and leasehold improvements that will not
be transferred to other manufacturing facilities, and $0.3 million for amounts
payable under non-cancelable lease terms net of probable sub-lease payments
(assumes a sub-lease agreement will be obtained in approximately 6 months), and
other related exit costs. The Company expects to incur an additional $0.9
million of employee termination costs during the fourth quarter that do not meet
the criteria for accrual as of December 31, 1999 since the employees had not
been notified. As of December 31, 1999, there have been no payments made
against the accrual. All activities associated with the plan are expected to be
substantially complete by the end of the fourth quarter.
Goodwill Impairment. The Company recorded an impairment charge of $4.8 million
to reduce the carrying value of long-lived assets (including goodwill) to their
fair value. These long-lived assets are included in the North operating segment.
The review for impairment at this location was triggered by recent operating
cash flow losses and forecasted operating cash flows below those expected at the
time the manufacturing facility was acquired. The fair value of the long-lived
assets was determined based upon management's estimate of future operating cash
flows.
The Company's ability to fully recover the carrying amount of goodwill through
undiscounted cash flows assumes that results of operations and cash flows in
future periods will improve from their current levels. In the event that the
market or general economic conditions affecting the Company worsen or if
management is unable to achieve its business objectives, additional impairment
of goodwill may be necessary.
Other Expenses, Net. Other expenses, net for the Current YTD Period consists
of an impairment charge of $0.5 million to reduce the carrying amount of an
unutilized building and land that is held for sale to its estimated net
realizable value and a $0.2 million loss recorded upon the sale of a trademark
and associated manufacturing equipment of a non-core business. Also, included
in other expenses, net were losses in the first quarter related to the sale of
the commercial window and specialty glass operations.
Interest Expense, Net. Interest expense increased $1.7 million from $13.6
million in the Prior YTD Period to $15.3 million for the Current YTD Period.
This increase is due to a higher debt level and interest rates in the Current
YTD Period.
Income Tax Expense. The income tax benefit of $0.6 million (State and Federal
combined) is comprised of $0.3 million of state expense, $0.6 million state tax
benefit, $7.9 million of potential deferred Federal income tax benefit, and $7.6
million of valuation allowance established against deferred tax assets. The
valuation allowance was established to reduce deferred taxes, primarily net
operating loss carryforwards, to an amount where realization in future periods
is considered to be more likely than not. The allowance was determined based on
the weight of available evidence which consists primarily of taxable losses in
recent years, the types and amounts of existing temporary differences and the
remaining expiration dates of the operating loss carryforward.
LIQUIDITY AND CAPITAL RESOURCES
Net cash (used in)/provided by operating activities was $(9.7) million for the
Current YTD Period and $2.7 million in the Prior YTD Period. The decrease in
cash provided from operating activities is the result of comparatively lower
results of operations.
Capital expenditures for the Current YTD Period were $7.8 million compared to
$4.8 million for the Prior YTD Period. Investing cash flows also includes the
proceeds from the sale of non-strategic assets at the commercial window facility
in Bryan, Texas and the sale of the specialty glass subsidiary.
Cash flows provided by financing activities in the Current YTD Period were $12.1
million compared to $2.5 million in the Prior YTD Period. Current YTD Period
cash provided by financing activities was used primarily to fund capital
expenditures, interest payments and other working capital requirements.
Interest and principal payments on the Company's Existing Notes (defined below)
and the credit agreement dated as of January 28, 1998 (the "Senior Credit
Facility") represent significant obligations of the Company. The Existing Notes
require semi-annual interest payments in May and November. The Senior Credit
Facility requires quarterly interest payments in April, July, October, and
January. In fiscal year 2000, amounts outstanding under the Senior Credit
Facility will require principal payments of approximately $854,000 in each of
the first three quarters and $187,500 in the fourth quarter. In addition to
its debt service obligations, the Company's remaining liquidity demands relate
to capital expenditures and working capital needs. The Company's working
capital needs are seasonal, and historically have peaked during the second and
third fiscal quarters.
The Company's primary sources of liquidity are funds from operations and
borrowings under the Senior Credit Facility. As of December 31, 1999 there were
no amounts available under the revolving line of credit (the "Revolver"). As of
February 11, 2000, $30.7 million was borrowed and $3.1 million in letters of
credit were outstanding leaving no availability under the Revolver. Interest on
the borrowings under the Revolver, which is currently payable at 9.4%, is at
3.25% over the Eurodollar rate. The Revolver agreement expires on December 31,
2003.
On December 30, 1999 The Company entered into the Third Amendment (the
"Third Amendment") to the Senior Credit Facility. Under terms of the Third
Amendment an over-line facility was made available to provide the Company
interim liquidity during the completion of the Restructuring (defined below).
The Company has borrowed $3.6 million under the over-line. Upon request by the
Company, funds are made available under this facility at the discretion of the
Lenders (defined below) and an entity related to the Stockholders (defined
below). This entity agreed to a Guarantee for all amounts borrowed under the
Third Amendment and to support such Guarantee by cash collateral. Interest on
the borrowings under the over-line facility, which is currently payable at
12.0%, is at 3.25% over the Prime rate. The over-line agreement expires upon
completion of the Restructuring (defined below).
On January 28, 2000, the Company failed to make its scheduled interest payment
of $2.4 million. This default was waived by the Fifth Amendment to the Senior
Credit Facility (the "Fifth Amendment") until March 20, 2000 (see discussion
below).
The Company has reached agreements with its senior secured lenders (the
"Lenders") and with holders (each, a "Noteholder" and collectively, the "Ad Hoc
Committee of Holders") of more than 75% of the principal amount of outstanding
Senior Subordinated Notes due 2004 (the "Old Notes") on the principal terms of a
restructuring of the bank debt and the Old Notes (the "Restructuring"). The
Company and the Ad Hoc Committee of Holders have agreed on the terms of an offer
by the Company to exchange (the "Exchange Offer") all outstanding Old Notes for
(i) up to 40.0% of the common stock of the Company (the "New Stock"), and (ii)
up to $17.5 million of New Senior Subordinated PIK Notes due 2007 (the "New
Notes"). In connection with the Exchange Offer, the Company intends to solicit
(the "Solicitation") consents ("Consents") to certain proposed amendments (the
"Proposed Amendments") to the Old Indenture (as defined below).
The Company's obligation to accept for exchange Old Notes validly tendered
pursuant to the Exchange Offer is conditioned upon, among other things, (i)
receipt by the Company of valid unrevoked tenders from holders of the principal
amount of the Old Notes outstanding (the "Tender Condition"), (ii) execution by
the Company, the Guarantors and the Trustee of a Supplemental Indenture
providing for the Proposed Amendments following receipt of consents from 100% of
the principal amount of Old Notes outstanding (the "Requisite Consents") (the
"Consent Condition"), (iii) the conditions to the effectiveness of Section III
of the Fifth Amendment and Waiver, dated as of February 8, 2000 (the "Fifth
Amendment") to the Credit Agreement, dated as of January 28, 1998, as amended,
supplemented or otherwise modified from time to time thereafter (the "Senior
Secured Credit Facility") having been satisfied in full or having been waived
(the "Credit Agreement Amendment Condition"), (iv) an investment (the
"Investment") of $12.5 million in the Company by Reliant Investors, L.P. (the
"Investor"), a partnership consisting of certain entities related to Reliant
Partners, L.P. and Reliant Partners II, L.P., the current controlling
stockholders of Reliant's parent, RBPI Holding Corporation (the "Investment
Condition"), and (v) certain general conditions to the Exchange Offer and
consent and acceptance solicitations (the "General Conditions"). The Company,
in its sole discretion, may waive any of the conditions to the Exchange Offer,
in whole or in part, at any time and from time to time but only with the consent
of Holders of 75% of the principal amount of Old Notes; however, the obligation
of the Investor to make the investment is conditioned upon the satisfaction of
the Tender Condition, the Consent Condition, the Credit Agreement Amendment
Condition and the General Conditions.
On February 10, 2000, the Company entered into written agreements with members
of the Ad Hoc Committee of Holders, who beneficially own or hold investment
authority over 75% of the principal amount of the Old Notes outstanding (the
"Lockup Agreements"). Pursuant to the Lockup Agreements, members of the Ad Hoc
Committee of Holders have, subject to the Tender Condition, the Consent
Condition, the Credit Agreement Amendment Condition, the Investment Condition
and the General Conditions, agreed to validly tender (and not withdraw) all such
Holders' Old Notes pursuant to the Exchange Offer and to validly Consent (and
not revoke such Consent) to the Proposed Amendments.
The terms of the New Notes will include an initial two-year option for the
Company to either pay interest in kind at 12 7/8% annually (total deferrable to
maturity of $6.4 million) or in cash at 10 7/8% annually, and in cash thereafter
commencing with the November 1, 2002 payment at 10 7/8% annually and increasing
annually. Amortization payments will be due annually commencing on May 1, 2004.
The New Notes and the New Stock will not be registered under the Securities Act
of 1933 when issued, but will be subject to registration rights agreements.
Pursuant to the Fifth Amendment, the Lenders waived (i) through March 20, 2000,
interest payment defaults, and (b) through March 31, 2000, as long as no
interest is paid on the Old Notes, certain financial covenant defaults under the
Senior Secured Credit Facility. The Fifth Amendment also provides for certain
amendments to the Senior Secured Credit Facility that will provide the Company
with additional liquidity, including a six-quarter deferral of principal
amortization payments ($13.0 million) and financial covenant amendments. The
Senior Secured Credit Facility amendments will not become effective until
satisfaction of certain conditions contained in the Fifth Amendment, including
consummation of the Exchange Offer and the Investment.
Because the conditions to effectiveness of the covenant amendments in the Fifth
Amendment have not yet been satisfied and the waiver contained therein expires
in less than one year and the Old Notes are in default as a result of the
Company's failure to make the November 1, 1999 interest payment, in accordance
with current accounting literature regarding classification of debt, the Company
has classified its indebtedness under the Senior Secured Credit Facility and the
Old Notes as current debt. As of December 31, 1999, the long-term debt payable
within one year is $9.3 million and long-term debt that has been classified as
current, due to the Restructuring not yet having been completed is $191.2
million.
The Company reasonably expects the Restructuring to be consummated by March 31,
2000. If the Restructuring is consummated as currently anticipated, the Company
will recognize an extraordinary gain upon consummation equal to the excess of
the carrying value of the Old Notes plus accrued interest over the aggregate of
the fair value of the New Common Stock issued to the Noteholders and all future
cash payments (including contingent interest in the form of interest in kind)
related to the New Notes ($19.6 million) issued to the Noteholders. Thereafter,
all payments designated as interest on the New Notes issued to the Noteholders
will reduce the carrying value of the obligation, and accordingly, there will be
no interest expense recognized in future periods related to the New Notes issued
to the Noteholders. The Company estimates the extraordinary before tax gain to
be $33.4 million provided that 100% of the amount of the Old Notes are
exchanged. In addition, if the Restructuring is consummated, interest expense
will be eliminated to the extent of Old Notes exchanged for New Stock and New
Notes. The Company estimates aggregate interest expense eliminated over the
remaining term of the Old Notes exchanged will be $38.1 million provided that
100% of the amount of Old Notes are exchanged.
The Company believes that completion of the Restructuring will enable adequate
funds to be available to meet the Company's cash requirements for capital
expenditures, working capital and scheduled principal and interest payments.
The Company's ability to satisfy its future capital requirements will depend on
capital expenditure requirements and the Company's future financial performance,
which will be subject to general economic conditions and competitive and other
factors, including factors beyond the Company's control. In the event that the
Tender Condition is not satisfied or waived, the Company may elect to file a
prepackaged, prearranged or pre-negotiated Chapter 11 plan of reorganization
(each a "Prepackaged Plan") containing substantially the same terms as the
Exchange Offer. In that event, the Ad Hoc Committee of Holders has already
agreed, subject to certain conditions, to vote in favor of the Prepackaged Plan.
Failure to consummate the Restructuring could have a material adverse effect on
the Company's financial position, results of operations and liquidity, and could
result in the commencement of a Chapter 11 reorganization case under the
Bankruptcy Code, without the benefit of the Prepackaged Plan.
OTHER DATA - EBITDA
Quarter Ended Nine Months Ended
----------------------------------- ---------------------------
December 31, January 1, December 31, January 1,
1999 1999 1999 1999
--------------- ------------------ -------------- -----------
EBITDA (1) $ (5,816) $ 3,935 $ (542) $ 19,067
(1) The Company defines EBITDA as income from operations before
depreciation, amortization and impairment of long-lived assets including
goodwill. The Company includes information concerning EBITDA because it is used
by certain investors as a measure of the Company's ability to service debt.
EBITDA should not be considered in isolation or as a substitute for net income
or cash flows from operating activities presented in accordance with generally
accepted accounting principles or as a measure of a company's profitability or
liquidity. In addition, EBITDA measures presented may not be comparable to
other similarly titled measures of other companies. The Current and Current YTD
Periods include charges related to costs to position the Company on a
going-forward basis for both manual and technical process improvements, charges
recorded for the write-down of material for discontinued product lines, charges
in connection with the start-up of the supply contract with a national home
center chain, severance charges for a former officer of the Company and
restructuring charges associated with the closure of a window manufacturing
facility.
YEAR 2000 COMPLIANCE
The Company encountered no significant Year 2000 problems. The Company
continues to maintain and assess its Year 2000 contingency plans in the event
that Year 2000 problems occur.
NEW ACCOUNTING PRONOUNCEMENTS
The Company is assessing the reporting and disclosure requirements of Statement
of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. This
statement requires that all derivatives be recognized as either assets or
liabilities on the balance sheet and measured at fair value. The accounting for
changes in fair value of a derivative (that is, gains and losses) depends upon
the intended use of the derivative and resulting designation. The statement
amends and supersedes a number of existing Statements of Financial Accounting
Standards, and nullifies or modifies a number of the consensus reached by the
Emerging Issues Task Force. This statement is effective for financial
statements for fiscal years beginning after June 15, 2000. The Company has not
yet determined the impact of adopting SFAS No. 133. The Company currently
intends to adopt the provisions of SFAS No. 133 in the first quarter of fiscal
year 2002.
FORWARD LOOKING STATEMENTS
This Form 10-Q contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All these forward-looking
statements are based on estimates and assumptions made by management of the
Company which, although believed to be reasonable, are inherently uncertain.
Therefore, undue reliance should not be placed upon such estimates and
statements. No assurance can be given that any of such estimates or statements
will be realized and actual results may differ materially from those
contemplated by such forward-looking statements. Factors that may cause such
differences include: (i) increased competition; (ii) increased costs; (iii) loss
or retirement of key members of management; (iv) changes in general economic
conditions in the markets in which the Company may from time to time compete;
(v) effect of discussions of changes to the covenants in the Senior Credit
Facility and the Exchange Offer for the Existing Notes; (vi) and changes in the
number of housing starts in these markets. Many of such factors will be beyond
the control of the Company and its management.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 10.1 Request for Consent dated as of December 20, 1999, among
Reliant Building Products, Inc. as "Borrower", the
several banks and other financial institutions or
entities from time to time parties to the Credit
Agreement as "Lenders", Chase Securities Inc. as
"Arranger", Canadian Imperial Bank of Commerce as
"Documentation Agent", and Chase Bank of Texas, National
Association as "Administrative Agent".
Exhibit 10.2 Consent and Waiver, dated as of January 1, 2000, to the
Credit Agreement dated January 28, 1998 between
Reliant Building Products, Inc. as "Borrower", Chase
Securities Inc. as "Arranger", Canadian Imperial Bank
Of Commerce as "Documentation Agent", and The Chase
Bank of Texas, National Association as "Administrative
Agent".
.
Exhibit 10.3 Third Amendment, dated as of January 3, 2000, to the
Credit Agreement dated January 28, 1998 (as amended by
the Amendment and Waiver dated as of March 31, 1999)
between Reliant Building Products, Inc. as "Borrower",
the several banks and other financial institutions or
entities from time to time parties to the Credit
Agreement as "Lenders", Chase Securities Inc. as
"Arranger", Canadian Imperial Bank of Commerce as
"Documentation Agent", and The Chase Bank of Texas,
National Association as "Administrative Agent".
Exhibit 10.4 Cash Collateral Agreement dated as of January 3, 2000,
made by Keystone, Inc., a Texas close corporation as
"Pledgor" in favor of Chase Bank of Texas, National
Association, as "Administrative Agent" for the banks
And financial institutions or entities parties to the
Credit Agreement, dated January 28, 1998 between Reliant
Building Products, Inc. as "Borrower", Chase Securities
Inc. as "Arranger", Canadian Imperial Bank of Commerce as
"Documentation Agent", and The Chase Bank of Texas,
National Association as "Administrative Agent".
Exhibit 10.5 Guarantee, dated as of January 3, 2000, made by Keystone,
Inc. a Texas close corporation as "Guarantor", in
favor of Chase Bank of Texas, National Association, as
"Administrative Agent" for the banks and financial
institutions or entities parties to the Credit Agreement,
dated January 28, 1998 between Reliant Building Products,
Inc. as "Borrower", Chase Securities Inc. as
"Arranger", Canadian Imperial Bank of Commerce as
"Documentation Agent", and The Chase Bank of Texas,
National Association as "Administrative Agent".
Exhibit 10.6 Fourth Amendment and Waiver, dated as of January 31,
2000, to the Credit Agreement dated January 28, 1998
among Reliant Building Products, Inc. as "Borrower",
the several banks and other financial institutions or
entities from time to time parties to the Credit
Agreement as "Lenders", Chase Securities Inc. as
"Arranger", Canadian Imperial Bank of Commerce as
"Documentation Agent", and The Chase Bank of Texas,
National Association as "Administrative Agent".
Exhibit 10.7 Fifth Amendment and Waiver, dated as of February 8, 2000,
to the Credit Agreement, dated as of January 28, 1998,
among Reliant Building Products, Inc. as Borrower", the
several banks and other financial institutions or
entities from time to time parties to the Credit
Agreement as "Lenders", Chase Securities Inc. as
"Arranger", Canadian Imperial Bank of Commerce as
"Documentation Agent", and Chase Bank of Texas,
National Association as "Administrative Agent".
Exhibit 27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Reliant Building Products, Inc.
(Registrant)
Date: February 14, 2000 By: /s/ William K. Snyder
--------------------------
William K. Snyder,
Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)