INDUSTRIAL RUBBER PRODUCTS INC
10QSB, 1999-08-16
FABRICATED RUBBER PRODUCTS, NEC
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              QUARTERLY REPORT FOR INDUSTRIAL RUBBER PRODUCTS, INC.

                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

                                   (Mark One)
     [X] Quarterly report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 For the Period Ended June 30, 1999 or

     [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Transition Period Ended
From             to

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

Commission file number              333-46643

                        INDUSTRIAL RUBBER PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

         Minnesota                                             41-1550505
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

         3804 East 13th Ave.
         Hibbing, MN                                                55746
(Address of principal executive offices)                         (Zip Code)

                                 (218) 263-8831
              (Registrant's telephone number, including area code)

                                 Not applicable
              (Former, name, former address and former fiscal year,
                          if changes since last report)

         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  periods  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.X Yes  No

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by the court. Yes No

                      Applicable Only to Corporate Issuers

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date:

Common Stock, $.001 Par Value - 4,162,000 shares as of July 31, 1999.



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
                        Industrial Rubber Products, Inc.
                            Condensed Balance Sheets
                       June 30, 1999 and December 31, 1998

<CAPTION>
                                              June  30      December 31
                                               1999              1998
                                             Unaudited
                                             ---------        ----------

Assets
<S>                                               <C>              <C>
Current Assets
  Cash and Cash equivalents                    $ 693,339      $ 2,715,966
  Marketable debt securities                           0        1,642,784
  Trade receivables, less allowances for
   doubtful accounts of $295,944 in 1999
   And $280,000 in 1998                        2,309,742           947,364
  Income Tax Refund Receivable                   233,300           254,200
  Inventories                                  1,602,081           408,731
  Prepaid expenses                               476,938            57,996
  Other receivables                              811,490                 0
  Deferred taxes                                 133,000           133,000
                                             -----------       -----------
  Total current assets                         6,259,890         6,160,041

Other Assets

   Cash value of life insurance                  149,894          135,166
   Loan origination fees                          35,000                0
   Equipment deposit                              74,116                0
   Non-Compete covenant                          150,000                0
   Goodwill                                      450,021                0
   Accumulated Amortization                      (31,601)               0
   Prepaid expenses                              189,996                0
   Other                                               0           23,884
                                             -----------      -----------
  Total other assets                           1,017,426          159,050


  Deferred Taxes                                 321,729          207,000


 Property Plant and Equipment
  Leasehold Improvements                          11,000                0
  Land                                           362,008           10,000
  Buildings                                    2,095,190          572,907
  Automotive equipment                           691,291          458,759
  Machinery and equipment                      7,064,400        2,030,453
                                             -----------      -----------
                                              10,223,889        3,072,119
Less Accumulated depreciation                  1,735,154        1,372,420
                                             -----------      -----------
Net Property and Equipment                     8,488,735        1,699,699
                                             -----------      -----------
                                            $ 16,087,780      $ 8,225,790
                                              ==========        =========

Liabilities and Stockholder's Equity

Current Liabilities
  Bank note payable                           $7,220,000        $      0
  Current maturities of
         long-term debt                           54,276         174,263
  Due to related party (Note 2)                        0               0
  Accounts payable                             1,237,244         485,493
  Accrued expenses                               690,387         547,034
                                             -----------     -----------
         Total current liabilities             9,201,907       1,206,790

                                             -----------     -----------
Long-term Debt, less current
  maturities                                     393,002         329,108
                                             -----------     -----------
Stockholder's Equity (Note 3)
  Common stock, $.001 par value;
   authorized 25,000,000 shares;
   issued 4,194,000 shares                         4,194           4,194
  Additional paid-in capital                   5,605,832       5,605,832
 Cumulative Translation Adjustment
      (Note 6)                                     5,384               0
  Retained earnings                              914,395       1,090,605
                                             -----------     -----------
                                               6,529,805       6,700,631
   Less cost of shares of common
    Stock reacquired                              36,934          10,739

Total Stockholder's Equity                     6,492,871       6,689,892
                                             -----------     -----------
                                            $ 16,087,780     $ 8,225,790
                                               =========       =========
</TABLE>

         See notes to the condensed financial statements.

<TABLE>
                        Industrial Rubber Products, Inc.
                         Condensed Statements of Income
                                   (Unaudited)

<CAPTION>
                        Three months ended               Six months ended
                           June  30,                         June 30,
                      ---------------------              ------------------
                          1999           1998              1999          1998
                          ----            ----             -----         ----
<S>                    <C>              <C>             <C>           <C>
Net Sales              $4,322,763    $ 3,405,206    $ 5,954,434    $ 7,221,982
Cost of Sales           3,090,826      2,706,870      4,581,793      5,462,458
                      -----------    -----------    -----------    -----------
    Gross profit        1,231,937        698,336      1,372,641      1,759,524

Selling, general and
 administrative
 expenses                 999,237        483,237      1,529,779       898,424
                      -----------    -----------    -----------   -----------
Operating income
     (loss)               232,700        215,099       (157,138)      861,100
                      -----------    -----------    -----------   -----------

Nonoperating Income
 Expense
  Interest income           1,563        122,518         24,777       123,704
  Interest expense       (148,319)       (58,306)      (159,049)      (94,737)
  Loss on Disposal
    of assets                (234)             0           (234)            0
                       -----------   -----------     ----------      -----------
                         (146,990)        64,212       (134,506)       28,967
                       -----------   -----------    -----------      -----------
Income (Loss) before
    taxes                $ 85,710        279,311       (291,644)      890,067
                       -----------   -----------    -----------      -----------

Income tax expense
   (credit)                35,554        111,726       (115,434)      111,726
                      -----------     -----------    -----------     -----------
Net Income (Loss) before
 Pro Forma Taxes           50,156        167,585        (176,210)     778,341
                      -----------     -----------    -----------     -----------
Provision for Pro
 forma income taxes
 (see Note 4)                   0              0              0        238,195
                      -----------     -----------    -----------     -----------
 Net Income (Loss)       $ 50,156        167,585       (176,210)       540,146
                         ========        =======       =========      ========
Basic earnings (loss)
 per  share
 (See Note 5)                 .01             .04          (.04)           .16
                       ===========    ===========    ===========    ===========
Weighted average
shares outstanding      4,183,401       3,875,538      4,183,495      3,402,197

</TABLE>

See notes to the condensed financial statements.

<TABLE>

                        Industrial Rubber Products, Inc.
                            Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                       Six months ended
                                                             June 30,
                                                    -------------------------
                                                       1999          1998
<S>                                                   <C>            <C>
Cash Flows from Operating Activities
  Net Income (Loss)                              $ (176,210)         $ 778,341
  Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
      Depreciation                                  362,734             158,394
      Amortization                                   31,601                   0
      Deferred Taxes                               (114,729)                  0
   Changes in working capital components
     (Increase)Decrease in:
        Receivables                                (227,773)           (976,501)
        Inventories                                 307,161              400,639
        Prepaid expenses                           (579,713)              24,237
     Increase(Decrease) in:
        Accounts payable and accrued
          expenses                                    77,212             379,259
                                                -----------           ----------
Net cash provided by (used in)
 operating activities                               (319,717)            764,369
                                                   ---------         -----------

Cash Flows from Investing Activities
  Purchase of property & equipment                    (252,294)        (479,077)
  Proceeds from maturity of
    marketable debt securities                       1,642,784                0
   Purchase of businesses                           (9,962,652)               0
  Receipts from (advances to) related
    party                                                   0                 0
  (Increase) decrease in cash value
    of life insurance                                  (14,728)          (1,500)
   Other investing activities                          (74,116)               0
                                                   -----------       -----------
Net Cash provided by (used in)
 investing activities                               (8,661,006)        (480,577)
                                                   -----------        ----------

Cash Flows From Financing Activities
  Net proceeds of Stock Offering                      0               5,473,369
  Net proceeds (repayments) on short-
   term borrowings                                  7,220,000          (301,000)
  Proceeds from long-term borrowings                  0                 320,000
  Principal payments on long-term
   borrowings                                        (206,093)          (77,620)
   Disbursements for loan
    origination fees                                  (35,000)                0
   Disbursements for common
    stock reacquired                                  (26,195)                0
  Increase in excess of outstanding
   checks over bank balance                             0                     0
  Dividends paid on common stock
        (See Note 3)                                    0            (1,095,000)
  Advances from (repayments to)
    related party                                       0              (106,825)
                                                    -----------       ----------
Net cash provided by (used in)
 financing activities                                6,952,712        4,212,924

(Increase) Decrease in Foreign
    Currency Adjustment (Note 6)                         5,384               0

Net increase (decrease) in cash and
  cash equivalents                                  (2,022,627)       4,496,716

Cash and cash equivalents
  Beginning                                          2,715,966          132,344
                                                    ----------       ----------
  Ending                                             $ 693,339    $   4,629,060
                                                    ==========       ==========
Supplemental Disclosures of Cash Flow
Information
  Cash payments for interest                       $   114,023      $   94,737
                                                    ==========       ==========
  Cash payments for income taxes                   $   0            $  257,179
                                                    ==========       ==========
</TABLE>

         See notes to the condensed financial statements.

Supplemental Schedule of Noncash Investing and Financing Activities

    Acquisition of business
       Cash purchase price                 $   9,962,652

       Accounts Receivable                    1,113,705
       Other receivables                        811,490
       Inventories                            1,500,511
       Other current assets                      29,226
       Property and Equipment                 6,899,475
       Excess of cost over net assets
          of Acquired companies                 426,137
       Accounts payable and accrued
           items assumed                       (817,892)
                                           --------------
                                          $   9,962,652

                        Industrial Rubber Products, Inc.
                     Notes to Condensed Financial Statements
                                       June 30, 1999
                                        (Unaudited)

     Note  1.  Basis  of  Presentation.   The  accompanying   interim  financial
statements presented have been prepared by Industrial Rubber Products, Inc. (the
"Company")  without  audit,  and in the opinion of the  management,  reflect all
adjustments of a normal  recurring  nature necessary for a fair statement of (a)
the results of operations  for the three months ended June 30, 1999 and June 30,
1998 (b) the results of  operations  for the six months  ended June 30, 1999 and
June 30, 1998 (c) the financial position at June 30, 1999 and (d) the cash flows
for the six month  periods  ended  June 30,  1999 and June 30,  1998.  Operating
results  for the  three  and six  month  periods  ended  June  30,  1999 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1999. The balance sheet  presented as of December 31, 1998 has been
derived from the  financial  statements  that have been audited by the Company's
independent public accountants. The financial statements and notes are condensed
as permitted by Form 10-QSB and do not contain certain  information  included in
the annual  financial  statements  and notes of the  Company.  The  consolidated
financial  statements  and notes  included  herein should be read in conjunction
with the financial  statements  and notes  included in the Company's Form 10-KSB
filed March 29, 1999.

     Note 2. Related Company Transactions. As of June 30, 1999, the Company
had no  outstanding  payables to Nelson  Roofing,  Inc., a company  owned by the
majority  stockholder of the Company.  The Company also provides  management and
administrative  services for Nelson Roofing, Inc., and receives a management fee
for such services.  Management fees invoiced to Nelson Roofing, Inc. amounted to
$36,561 in the second quarter of 1999.  Management fees for the six-month period
ending June 30, 1999, amounted to $55,450.

     The Company  rents a house in Utah owned by the majority  stockholder  on a
month to month basis.  Total rent paid to the majority  stockholder  amounted to
$8,460 in the second quarter of 1999. Rent paid for the six-month period ending
June 30, 1999, amounted to $16,920.

     Note 3.  Stockholder's  Equity.  As described in Note 4 below,  the Company
through  March  31,  1998  was  taxed  as  a S  Corporation.  The  Company  made
distributions  through the third quarter  totaling  $1,095,000  to its  majority
shareholder  to enable him to pay income taxes on the  Company's  1997  calendar
year and 1998 first quarter income.

     Note 4. Income Taxes. The Company was an S corporation from January 1, 1989
until  March 31,  1998.  As an S  corporation,  the  Company  generally  was not
responsible for income taxes;  instead, the then sole stockholder of the Company
was taxed on the Company's taxable income.

     On April 24, 1998, the Company completed an Initial Public Offering for the
sale of common stock.  In  anticipation  of that offering,  the Company filed an
election to terminate its status as an S corporation  effective  March 31, 1998.
Accordingly,  the Company  became subject to federal and state income taxes from
and after April 1, 1998.

     The pro forma  information for income taxes as of March 31, 1998 represents
the  estimated  income taxes that would have been reported had the Company filed
federal and state income tax returns as a C  Corporation  for the period  ending
March 31, 1998.

     Note 5. Earnings per share.  Earnings per share are computed based upon the
weighted average number of shares outstanding during the period.

     Note 6. Total comprehensive income. For the six month period ended June 30,
1999, total  comprehensive  income/loss was a loss of $172,886.  For the quarter
ended June  30,1999  total  comprehensive  income was  $53,480.  The  difference
between total  comprehensive  income and net income was due to foreign  currency
transaction adjustment net of tax.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations.

     Net Sales. Net sales for the second quarter of 1999 of $4,322,763  compares
with $3,405,206 in the same quarter of 1998. The increase in sales compared with
1998 relates to the acquisition of certain of the assets of the Irathane Systems
Division of Illinois Tool Works,  Inc.,  (Irathane  Systems) which accounted for
approximately  $2,600,000 in net sales,  and the  acquisition  of certain of the
assets of Sonwil Products, Inc., d/b/a TJ Products (TJ Products) which accounted
for approximately  $800,000 in net sales.  These increases were partially offset
by the absence of any major  pipe-lining  projects.  The  performance of and the
timing of shipments under these large pipe-lining  contracts cause  fluctuations
in the Company's quarterly operating results.

     Net sales for the six month  period  ending June 30,  1999,  of  $5,954,434
compares  with  $7,221,982  in the same  period in 1998.  The  decrease in sales
compared  with 1998  results  from the  absence of major pipe  lining  projects,
partially offset by additional net sales from the 1999  acquisitions  which were
approximately $2,600,000 from Irathane Systems and $1,350,000 from TJ Products.

     The  Company's  order  backlog on  June  30, 1999,  was  approximately
$2,030,000.

     Cost of Sales.  Cost of sales as a percentage of net sales was 71.5% in the
second quarter of 1999 compared with 79.5% in same quarter of 1998. The decrease
was the  result of above  average  costs on the  Batu-Hijau  project in the 1998
period.  Gross profit  improved from 20.5% of net sales in the second quarter of
1998 to 28.5% of net sales in the second quarter of 1999. In dollar terms, gross
profit  increased  from $698,336 in the second quarter of 1998, to $1,231,937 in
the second quarter of 1999.

     For the first  six  months of 1999 the cost of sales was 76.9% of net sales
compared  with 75.6% for the same period in 1998.  Gross profit  decreased  from
24.4% of net sales, $1,759,524, for the first six months of 1998 to 23.1% of net
sales, $1,372,641, for the same period in 1999.

     Selling,  General  and  Administrative  Expenses.   Selling,  general,  and
administrative  expenses  increased  from  $483,237  (14.2% of net sales) in the
second quarter of 1998, to $999,237  (23.1% of net sales) in the same quarter of
1999.  For the six month period ending June 30, these  expenses  increased  from
$898,424  (12.4% of net sales) in 1998,  to  $1,529,779  (25.7% of net sales) in
1999.  These  increases were due primarily to increased  staffing,  additions of
administrative  personnel  related to the Company's  Initial Public Offering and
the acquisition of Irathane Systems and TJ Products.

     Nonoperating Income and Expense. The major nonoperating  expense,  interest
expense,  increased  from  $58,306 in the second  quarter of 1998 to $148,319 in
1999.  This was due to $7 million  dollars  of bank  borrowings  to finance  the
Irathane  Systems  acquisition.  Nonoperating  interest  income  decreased  from
$122,518 in the second  quarter of 1998,  to $1,563 in the same quarter of 1999.
In 1998,  interest  was earned on the proceeds of the initial  public  offering.
These  proceeds  were used during the first  quarter of 1999  reducing  interest
earned in the  first  half of 1999  compared  to 1998.  The  result of all these
factors was income of $64,212 from all  nonoperating  activities  for the second
quarter of 1998 compared an expense from all nonoperating activities of $146,990
in the same quarter in 1999.

     For the first six months interest expense increased from $94,737 in 1998,
to $159,049 in 1999.  Interest income decreased from $123,704 in 1998 to $24,777
in 1999. The result was an income from all nonoperating activities of $28,967 in
1998  compared with an expense from all  nonoperating  activities of $134,506 in
the same period in 1999.

     Net  Income.  Net income  (before  tax) for the second  quarter of 1998 was
$279,311  (8.2% of net sales) and compares  with $85,710 (2.0% of net sales) for
the  same  quarter  in  1999.  The  decrease  from  1998  was due  primarily  to
extraordinary  costs and  integration  issues for the  Irathane  Systems  and TJ
Products  acquisitions.  Net income (before tax) for the six month period ending
June 30,  1998,  of  $890,067  (12.3%  of net  sales),  compared  with a loss of
$291,644 for the same period in 1999.

     Income Taxes. As discussed  elsewhere in this Form 10-QSB,  the Company was
an S corporation until March 31, 1998, and as such was generally not responsible
for income taxes.  Instead, the then sole stockholder was taxed on the Company's
taxable income. Income taxes during the second quarter of 1998 were $111,726. In
the second quarter of 1999, were $35,554.

     It is estimated  that income taxes for the six months ending June 30, 1998,
would have been $349,921  compared with a credit of $115,434 for the same period
in 1999.

     Cash Flows. The Company's cash flows from operating  activities  showed net
cash  used of  $319,717  for the  first  six  months  of 1999.  Working  capital
component changes accounted for net usage of $429,113, with prepaid expenses for
the TJ Pproducts acquisition totaling nearly $400,000. During the same period in
1998, net cash provided from operations was $764,369,  nearly the same amount as
net income during the period.

     The Company  showed net cash used in investing  activities of $8,661,006 in
the first six months of 1999.  This resulted from $9,962,652 for the purchase of
TJ Products and Irathane  Systems  partially  offset by proceeds from marketable
securities of $1,642,784. By comparison, the first six months of 1998 showed net
cash used of $480,577, nearly all for the purchase of new equipment.

     The Company's cash flows from financing activities reflects the proceeds of
a $7 million dollar bridge loan for the Irathane  Systems  acquisition from U.S.
Bank on March 30, 1999.  This item accounted for nearly all of the $6,952,712 of
the net cash provided from financing activities for the six month period. During
the same  period  in 1998,  $4,212,924  of net cash was  provided  by  financing
activities.  This was the  result  of the net  proceeds  of the  Initial  Public
Offering, less the dividend payment referenced above.

Liquidity and Sources of Capital.

     At June 30, 1999, the Company had working capital of $4,057,983,  excluding
a $7,000,000  bank note which will be reissued as a long-term  note on or before
September 30, 1999. As disclosed elsewhere in this Form 10-QSB, the Company used
the proceeds of this borrowing to purchase the assets of ITW's  Irathane  System
division on March 31, 1999.  Management  believes  that the  conversion  of this
note, cash flow from operations, and other bank borrowings will be sufficient to
fund  operations and expansion  plans of the Company for at least 12 months.  In
order to meet its needs  beyond 12 months,  the Company may be required to raise
additional capital.

Impact of the Year 2000 Issue

     The Company  has  established  a team to assess and  address  the  possible
exposures  related to the Year 2000 (Y2K) issue and has  progressed  through the
assessment phase. It will be using both in-house personnel and outside resources
to accomplish this task. The areas under investigation include business computer
systems,  production  equipment,  vendor  readiness and contingency  plans.  The
Company does not use internally developed computer software and is therefore not
anticipating  major  reprogramming  efforts.  The  Company's  primary  financial
computing  system has been  assessed and is certified Y2K  compliant.  There are
several  ancillary  applications  that may not be currently Y2K  compliant.  The
Company  expects  them to be  compliant  by the  end of the third  quarter.  The
majority of the Company's personal computers are currently Y2K compliant.  Those
computers  that may not be currently Y2K compliant are planned to be upgraded or
replaced in the ordinary  course of business.  None of these  replacements  have
been  accelerated  and the  cost of  replacement  is not  anticipated  to have a
material  effect  on the  Company's  financial  statements.  Equipment  used for
production or quality control do not use dates to control operations.  The costs
of this  examination  to date have been  expensed as incurred  and have not been
material.

     The Company mailed  questionnaires  to each of its significant  vendors and
customers  early in the second  quarter of 1999 to determine the extent to which
the Company may be vulnerable to those third parties' failure to remediate their
own Y2K  issues.  The  assessment  is  currently  being  completed.  The Company
anticipates  developing a contingency  plan once it has completed its assessment
of  significant  vendor and customer  compliance.  The Company  anticipates  the
assessment will be completed early in the third quarter.  A contingency plan, if
needed,  will be  developed  during  the  second  half of 1999 to  minimize  the
Company's exposure to work slowdowns or business  disruptions.  In the event any
vendors  are not Y2K  compliant,  the  Company  may seek new vendors to meet its
production needs. Any costs that may be incurred by the Company that are related
to external Y2K issues are unknown at this time (other than the immaterial costs
of the questionnaire itself).  However,  management expects that after reviewing
and  evaluating  the  responses  to the  survey,  it will be able to complete an
assessment of its Y2K exposure and estimate the costs  associated with resolving
any Y2K issues.

     Although the Company does not at this time expect a  significant  impact on
its financial position, results of operations and cash flows, the assessment has
not been  completed  and there can be no  assurance  that the  systems  of other
companies will be converted on a timely basis and will not have a  corresponding
adverse effect on the Company.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not applicable.

Item 2.  Changes in Securities and Use of Proceeds.

(1) Effective date of the Securities  Act  registration  statement for which the
use of proceeds information is being disclosed:  April 23, 1998. Commission file
number assigned to the registration statement: 333-46643.

(2) Offering date: April 24, 1998.

(3) Offering did not terminate before any securities were sold.

    (i)  Offering terminated April 24, 1998.

    (ii)  Name of managing underwriter:  R.J. Steichen & Company.

    (iii) Class of securities registered: Common stock.

    (iv) Amount registered:  1,260,000 shares.  Aggregate price of the offering
amount registered: $6,300,000. Amount sold: 1,260,000 shares. Aggregate offering
price of the amount sold: $6,300,000.

    (v) Amount of expenses incurred for the issuer's account in connection with
the issuance and  distribution of the securities  registered,  for  underwriting
discounts and commissions,  finders' fees, expenses paid to or for underwriters,
other expenses and total expenses:

         Underwriter's Discount                   $472,500
         NASD Fee                                    1,305
         NASDAQ SmallCap Market Fee                 12,344
         Registration Fee                            2,375
         Printing Expenses                          23,645
         Legal Fees and Expenses                   100,841
         Accounting Fees and Expenses               70,000
         Blue Sky Fees and Expenses                 14,849
         Transfer Agent Fees and Expenses            3,152
         Underwriter's Nonaccountable
             Expense Allowance                     126,000
         Miscellaneous                               9,723

                                                  $836,724



     (A) Direct or indirect payments to directors, officers, general partners of
the issuer or their  associates;  to persons  owning ten  percent or more of any
class of equity securities of the issuer and to affiliates of the issuer: None.

     (B) Direct or indirect payments to others: None.

     (vi) Net offering proceeds to the issuer after deducting the total expenses
described in paragraph (3)(v):

                  $5,463,276

     (vii) From the effective date of the Securities Act registration  statement
to the ending date of the reporting period,  the amount of net offering proceeds
to the issuer used for construction of plant, building and facilities;  purchase
and   installation  of  machinery  and  equipment;   purchase  of  real  estate;
acquisition of other business;  repayment of indebtedness;  working capital;
temporary  investments  (which should be specified);  and any other purposes for
which at least five percent of the issuer's total offering  proceeds or $100,000
(whichever is less) has been used:

         Repayment of short-term bank loan on 5/05/98                 $675,000
         Addition to working capital on 5/06/98:                      $126,500
         Purchase Water Jet Equipment                                 $118,500
         Acquisition of TJ Products 1/20/99                         $1,600,000
         Acquisition of Irathane Systems 3/31/99                    $2,943,276

     The Company was able to develop the  capability  of selling  iron  castings
through its  representation  of Ani Braken as  described in the  Company's  Form
10-KSB filed March 29, 1999.  The modest cost of obtaining  this  representation
permitted a portion of the Initial Public Offering proceeds to be used in the TJ
Products and Irathane Systems acquisitions. These acquisitions together provided
the Company with rubber mixing, molding and calendaring capability, enhanced its
product  and  process  development  and  marketing   capabilities  and  provided
satellite  facilities  and  excess  equipment  to operate  additional  satellite
facilities.  The acquisition of Irathane  Systems also provided the Company with
the  ability  to supply a full  range of  urethane  molded  and  lined  products
consistent with its vertical expansion goals.

<PAGE>

     (viii) If the use of  proceeds in  paragraph  (vii)  represents  a material
change in the use of proceeds described in the prospectus.

No material changes in the use of proceeds described in the prospectus.

Item 3.  Defaults upon Senior Securities.

         None.

Item 4.  Submission of Matters to a Vote of Security Holders.

     The Company held its first Annual Meeting as a publicly held company on May
25, 1999.  Proxies for the meeting  were  solicited  by  management  pursuant to
Regulation  14A of the  Exchange  Act.  All five of the  Company's  then serving
directors  were  reelected  without  contest.  Specifically,  Daniel O.  Burkes,
Christopher  M. Liesmaki,  Paul A. Friesen, James D. MacKay and John R. Ryan Jr.
were elected to serve until the next annual meeting of shareholders.

Item 5.  Other Information.

         None

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits.

             Exhibit 11  Statement Re: Computation of Earnings per Share.
             Exhibit 27  Financial Data Schedule

         (b) Reports on Forms 8-K.

     A report on Form 8-KA was filed on April 2, 1999 regarding the  acquisition
of TJ Products.

     A report on Form 8-K was filed on April 12, 1999 regarding the  acquisition
of Irathane Systems.

              A report on Form 8-KA was filed on June 16, 1999 and July 9, 1999
regarding the acquisition of Irathane Systems.
<PAGE>
                                   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.

                                               INDUSTRIAL RUBBER PRODUCTS, INC.
                                                         (Registrant)


Date: August 16, 1999          /s/ John M. Kokotovich
                                               ---------------------------------
                                               John M. Kokotovich
                                               Chief Financial Officer


                        Industrial Rubber Products, Inc.

Exhibit 11 - Statement Re Computation of Earnings Per Share
<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                  June 30,
                                                               ----------------
                                                                      1999
                                                                   ----------
<S>                                                           <C>
Net income Per Share - basic:
  Weighted average shares outstanding
    during the period                                                4,183,945
                                                                    ----------
Net Income (Loss)                                                 $   (176,210)
                                                                    ----------
Net income (loss) per share - basic                                 $    (.04)
                                                                    ==========
Net income per share - diluted:                                           n/a
</TABLE>

     Net income per share is computed based upon the weighted  average number of
shares  outstanding   during  the  period.   Stock  options  and  warrants  were
antidilutive for the period ending June 30, 1999.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This  schedule  contains  summary  financial   information  extracted  from
Industrial  Rubber  Products,  Inc.'s Form 10-QSB for the quarterly period ended
June  30,  1999 and is  qualified  in its  entirety  by  reference  to such
consolidated statement.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                                     DEC-31-1998
<PERIOD-START>                                         APR-1-1999
<PERIOD-END>                                          JUN-30-1999
<CASH>                                                    693,339
<SECURITIES>                                                    0
<RECEIVABLES>                                           3,650,476
<ALLOWANCES>                                              295,944
<INVENTORY>                                             1,602,081
<CURRENT-ASSETS>                                        6,259,890
<PP&E>                                                 10,223,888
<DEPRECIATION>                                          1,735,154
<TOTAL-ASSETS>                                         16,087,780
<CURRENT-LIABILITIES>                                   9,201,907
<BONDS>                                                   393,002
                                           0
                                                     0
<COMMON>                                                    4,194
<OTHER-SE>                                              6,488,677
<TOTAL-LIABILITY-AND-EQUITY>                           16,087,780
<SALES>                                                 4,322,763
<TOTAL-REVENUES>                                        4,322,763
<CGS>                                                   3,090,825
<TOTAL-COSTS>                                           4,090,062
<OTHER-EXPENSES>                                                0
<LOSS-PROVISION>                                          295,944
<INTEREST-EXPENSE>                                        149,919
<INCOME-PRETAX>                                            85,710
<INCOME-TAX>                                               35,554
<INCOME-CONTINUING>                                        50,156
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                               50,156
<EPS-BASIC>                                                 .01
<EPS-DILUTED>                                                 .01



</TABLE>


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