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U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB/A No. 1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission file number 0-27230
Industrial Flexible Materials, Inc.
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(Exact name of small business issuer as specified in its charter)
New York 11-3023097
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
426 Haltom Road, Fort Worth, Texas 76117
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(Address of principal executive offices)
817-831-3294
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports, and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
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The number of shares of the Registrant's Common Stock outstanding as of
August 1, 1996 was 5,582,094 shares.
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INDUSTRIAL FLEXIBLE MATERIALS, INC.
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets
June 30, 1996 (unaudited) and December 31, 1995. . . . . .3
Consolidated Statements of Income:
June 30, 1996 and 1995 (unaudited) . . . . . . . . . . . .5
Consolidated Statements of Cash Flows
June 30, 1996 and 1995 (unaudited) . . . . . . . . . . . .6
Notes to Consolidated Financial Statements (unaudited) . .7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders. . . 12
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 12
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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INDUSTRIAL FLEXIBLE MATERIALS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995
ASSETS
6/30/96 12/31/95
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CURRENT ASSETS:
Cash and cash equivalents $ 37,330 $ 151,777
Accounts receivable trade 148,263 254,810
Inventories 1,665,042 1,560,135
Other 67,250 29,711
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Total current assets 1,917,885 1,996,433
PROPERTY, PLANT AND EQUIPMENT:
Property plant and equipment, at cost 5,915,205 5,863,095
Accumulated depreciation 2,528,463 2,266,336
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NET PROPERTY PLANT AND EQUIPMENT 3,386,742 3,596,759
OTHER ASSETS 185,252 216,892
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$ 5,489,879 $ 5,810,084
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt
and capitalized leases $ 92,665 $ 75,534
Notes payable due within one year 145,000 --
Accounts payable 583,771 294,282
Accrued expenses 501,538 408,828
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TOTAL CURRENT LIABILITIES 1,322,974 778,644
LONG-TERM DEBT, net of current maturities 380,000 399,662
CAPITAL LEASE OBLIGATION, net of current
maturities 126,984 157,547
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TOTAL LIABILITIES 1,829,958 1,335,853
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COMMITMENTS -- --
STOCKHOLDERS' EQUITY
Preferred stock - $0.01 par value;
5,000,000 shares authorized; none issued -- --
Common stock - $0.001 par value;
25,000,000 shares authorized;
4,650,052 shares issued and outstanding 4,650 4,650
Additional paid-in-capital 8,583,412 8,583,412
Accumulated deficit (4,928,141) (4,113,831)
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TOTAL STOCKHOLDERS' EQUITY 3,659,921 4,474,231
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$ 5,489,879 $ 5,810,084
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INDUSTRIAL FLEXIBLE MATERIALS, INC. AND SUBSIDIARIES
UNAUDITED STATEMENTS OF OPERATIONS
Three Months Ending Six Months Ending
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6-30-96 6-30-95 6-30-96 6-30-95
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Sales $ 264,817 $ 659,599 $ 432,965 $1,088,733
Cost of goods sold 417,761 519,688 832,259 880,370
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Gross profit (loss) (152,944) 139,911 (399,294) 208,363
Administrative and
selling expenses 169,443 83,433 396,827 172,107
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Operating (Income)
loss (322,387) 56,478 (796,121) 36,256
Interest expense 4,226 23,151 18,190 50,128
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Net loss $(326,613) $ 33,327 $(814,311) $ (13,872)
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Weighted average shares
outstanding 4,650,052 2,800,000 4,650,000 2,800,000
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--------- --------- --------- ----------
Income (Loss) per share $ (0.07) $ 0.01 $ (0.18) $ --
The accompanying notes are an integral part of these statements.
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INDUSTRIAL FLEXIBLE MATERIALS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDING JUNE 30, 1996 AND 1995
1996 1995
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OPERATING ACTIVITIES
Net loss $(814,311) $ (13,872)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 293,767 207,812
Changes in operating assets and
liabilities:
Accounts receivable - trade 106,547 (320,933)
Inventories (104,907) (262,688)
Other (37,539) 14,143
Accounts payable and accrued expenses 382,199 (25,476)
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NET CASH USED IN OPERATING ACTIVITIES (174,244) (401,014)
INVESTING ACTIVITIES
Proceeds for sale of equipment 19,000 --
Purchase of property and equipment (71,110) (19,483)
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NET CASH USED IN INVESTING ACTIVITIES (52,110) (19,483)
FINANCING ACTIVITIES
Proceeds from issuance of notes 145,000 300,000
Payments of debt (12,500) (1,305,000)
Payments of obligations under capital leases (20,593) (20,867)
Proceeds from issuance of common stock -- 2,796,988
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NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 111,907 1,771,121
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Net increase (decrease) in cash and cash
equivalents (114,447) 1,350,624
Cash and cash equivalents at beginning of year 151,777 249,230
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Cash and cash equivalents at end of period $ 37,330 $ 1,599,854
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Supplemental disclosure of cash flow
information:
Cash paid for interest $ 18,190 $ 50,128
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The accompanying notes are an integral part of these statements.
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INDUSTRIAL FLEXIBLE MATERIALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Industrial
Flexible Materials, Inc. (the "Company") and its wholly-owned subsidiaries.
All intercompany accounts and transactions have been eliminated in
consolidation.
The consolidated financial statements contained herein have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, all adjustments
necessary for a fair presentation of the consolidated financial position as
of June 30, 1996, and the consolidated results of operations for the six
months ended June 30, 1996 and 1995 and the consolidated cash flows for the
six months ended June 30, 1996 and 1995 have been made. In addition, all
such adjustments made, in the opinion of management, are not necessarily
indicative of the results to be expected for the full fiscal year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the interim reporting
rules of the Securities and Exchange Commission. The interim consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements and related notes for the year ended
December 31, 1995, included in the Company's 1995 Annual Report on Form
10-KSB.
NOTE B - INVENTORIES
Inventories are carried at the lower of cost (first-in, first-out) or
market and consist of the following:
6-30-96 12-31-95
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Raw Materials
Tires to be shredded $ 308,758 $ 308,758
Tire chips 255,327 426,021
Buff rubber 82,309 146,126
Other 86,400 70,190
Finished goods 932,248 609,040
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$1,665,042 $1,560,135
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Tire chips are scrap tires shredded by the Company in accordance with a
recycling program controlled by the State of Texas. Shredded tires are
used by the Company as one of the raw materials from which it produces
granulated rubber products.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
SIX MONTHS ENDED JUNE 30, 1996 COMPARED WITH THE SIX MONTHS ENDED JUNE 30,
1995.
Net Sales for the first six months of 1996 declined by $655,768 when compared
with the first six months of 1995. This low level of sales resulted from the
overall lower level of shipments of granulated rubber to the Company's
industrial customers and the lack of shipments for construction of roadways.
Weather and the historical limited volume of road construction in the winter
months limits the Company's markets for granulated rubber during the early
part of each calendar year. The Company also was faced with strong price
competition from new granulated rubber producers in certain markets.
The Company's revenues in the first six months of both 1996 and 1995 were
further limited by the lack of recycling fees paid by the State of Texas
under the State's Scrap Tire Recycling Program. The Company has historically
participated in this Program and anticipates doing so in the future. The
Company incurred expenses in the form of depreciation and maintenance on
equipment that is designed to collect and process scrap tire pursuant to this
Program with no related revenues generated.
The Company's cost of sales has been negatively impacted by its limited
volume of activity and the continued reduction of the Company's Tire Derived
Fuel ("TDF") inventories at depressed market values. During the first six
months of 1996, the Company operated its granulated rubber manufacturing
facility at approximately thirty (30) percent of its designed capacity. A
major portion of the Company's manufacturing costs are fixed and could not be
reduced in direct proportion to the level of manufacturing required to meet
market conditions. As the Company returns to more acceptable levels of
operation, the Company anticipates that cost of sales will return to a more
acceptable ratio to sales. During the first six months of 1996, the Company
liquidated $170,694 of TDF inventories, resulting in a direct operating loss,
including delivery costs.
The Company's selling and administrative expenses increase from $172,107 in
the first six months of 1995 to $396,827 in the first six months of 1996.
This increase maybe attributed to an increase in sales and marketing
personnel of $30,000, an increase of $80,000 in professional fees relating to
the Company's auditors and investment bankers, and $137,416 of depreciation
on equipment that was not utilized by the Company during the first six months
of 1996. Similar expenses were not incurred during the first six months of
1995.
THREE MONTHS ENDED JUNE 30, 1996 COMPARED WITH THE THREE MONTHS ENDED
JUNE 30, 1995.
Sales for the three months ended June 30, 1996 declined by $394,782 when
compared with the same period of 1995. This low level of sales resulted from
the lack of orders for the Company's granulated rubber, primarily for use in
highway construction and maintenance. The Company continued to be faced with
strong price competition from competitors in this market segment during this
period.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
The Company's cost of sales during this period continued to be negatively
impacted by the limited volume of activity in the granulated rubber markets
and by the continued reduction of tire derived fuel inventories at depressed
market values. Please refer to comments above concerning fixed costs and the
Texas Scrap Tire Program.
The Company's administrative and selling expenses increased by $86,010 during
the three months ended June 30, 1996 when compared with the same period of
1995. This increase may be attributed to an increase of $40,000 in
professional fees relating to the Company's auditors and investment bankers
and $56,000 in depreciation on equipment that was not utilized by the Company
during the period.
LIQUIDITY AND FINANCIAL CONDITION:
The Company's ratio of current assets to current liabilities was 1.3 to 1.0
at June 30, 1996 compared with 2.6 to 1.0 at December 31, 1995 and 2.6 to 1.0
at June 30, 1995. The Company's assets exceeded its total liabilities by
$3,660,000 at June 30, 1996. The Company anticipates that it will be
successful in meeting its cash requirements through a combined debt and
equity financing currently being negotiated with individual investors and
institutional lenders.
Inventories increased by $105,000 during the first six months of 1996, but of
greater positive significance is the fact that the Company's finished goods
increased by $323,000 during the period. As of June 30, 1996, the Company had
$932,000 of finished goods inventory ready to meet the requirements of the
asphalt paving market. This compares with a finished goods inventory of
$340,000 at June 30, 1995.
The Company's ratio of total liabilities to shareholders' equity was .6 to
1.0 at June 30, 1996 compared to .3 to 1.0 at December 31, 1995.
AGREEMENT TO ACQUIRE A TIRE PROCESS SITE
The Company has entered into a lease purchase agreement to acquire a
twenty-seven acre scrap tire processing site approximately twenty miles South
of Dallas, Texas. The site contains approximately 25,000 tons of shredded
tire material that will allow the Company to continue servicing its TDF
customer, while the Company files applications with the State of Texas to
begin shredding tires at the site. The Company anticipates that the site will
become operational in October, 1996.
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INDUSTRIAL FLEXIBLE MATERIALS, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various lawsuits with certain suppliers
and creditors. While the outcome of these matters cannot be
predicted, Management believes that the ultimate liability will not
exceed the amounts that have been recorded in the June 30, 1996
Financial Statements.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports of Form 8-K
(A) Not Applicable
(B) No reports on Form 8-K were filed during the first six months
of 1996.
SIGNATURE
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 FLEXIBLE MATERIALS, INC.
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(Registrant)
October 1, 1996 /s/ Donald K. Jury
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Date Donald K. Jury
President and Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and Accounting
Officer)
