<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-QSB
--------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from____ to____
Commission file number 0-25974
--------------------
R-B RUBBER PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0967413
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
904 E. 10th Avenue, McMinnville, Oregon 97128
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 503-472-4691
--------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock without par value 2,172,500
(Class) (Outstanding at July 31, 1997)
Transitional Small Business Disclosure Format (check one): Yes No X
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<PAGE>
R-B RUBBER PRODUCTS, INC.
FORM 10-QSB
INDEX
PART I - FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Report of Independent Accountants 2
Balance Sheets - June 30, 1997 and December 31, 1996 3
Statements of Operations - Three and Six Months Ended
June 30, 1997 and 1996 4
Statements of Cash Flows - Six Months Ended June 30, 1997
and 1996 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
R-B Rubber Products, Inc.
We have made a review of the condensed consolidated balance sheets of R-B Rubber
Products, Inc. as of June 30, 1997 and December 31, 1996, the related condensed
consolidated statements of operations for the three and six month periods ended
June 30, 1997 and 1996, and the related condensed consolidated statements of
cash flows for the six month periods ended June 30, 1997 and 1996, in accordance
with standards established by the American Institute of Certified Public
Accountants.
A review of the interim financial information consists principally of obtaining
an understanding of the system for the preparation of interim financial
information, applying analytical review procedures to financial data, and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
Morrison & Liebswager, P.C.
King City, Oregon
July 31, 1997
2
<PAGE>
<TABLE>
<CAPTION>
R-B RIBBER PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
1997 1996
---------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 21,633 $ 26,547
Accounts receivable, net of allowances of $4,783 and $4,898 770,754 851,976
Inventories, net 622,591 385,242
Prepaid expenses and other 85,462 35,132
Deferred tax asset 89,092 161,027
---------- ------------
Total Current Assets 1,589,532 1,459,924
Property, Plant and Equipment, net of accumulated
depreciation and valuation allowance of $1,478,493
and $1,270,240 4,677,769 4,291,178
Other Assets 258,259 202,019
---------- ------------
Total Assets $ 6,525,560 $ 5,953,121
---------- ------------
---------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable - bank $ 390,000 $ 88,000
Notes payable - other - 112,770
Accounts payable 411,090 344,659
Payroll and related benefits payable 117,317 54,583
Interest payable - 10,485
Income taxes payable 76,590 -
Current portion of long-term debt 123,851 121,635
---------- ------------
Total Current Liabilities 1,118,848 732,132
Long-Term Debt, net of current portion 819,846 891,493
Deferred Income Taxes 214,553 224,010
Commitments and Contingencies
Shareholders' Equity:
Common stock, 20,000,000 shares authorized;
2,172,500 shares issued and outstanding 3,797,442 3,797,442
Additional paid-in capital 282,849 282,849
Retained earnings 292,022 25,195
---------- ------------
Total Shareholders' Equity 4,372,313 4,105,486
---------- ------------
Total Liabilities and Shareholders' Equity $ 6,525,560 $ 5,953,121
---------- ------------
---------- ------------
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE>
R-B RUBBER PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 1,725,485 $ 1,124,925 $ 3,352,376 $ 2,223,366
Cost of sales 1,009,958 805,790 1,983,479 1,480,618
------------- ------------- ------------- -------------
Gross profit 715,527 319,135 1,368,897 742,748
Operating expenses:
Selling 172,274 130,155 317,270 274,739
General and administrative 292,621 280,523 597,432 530,310
------------- ------------- ------------- -------------
464,895 410,678 914,702 805,049
------------- ------------- ------------- -------------
Income from operations 250,632 (91,543) 454,195 (62,301)
Other income (expense)
Interest expense (25,535) (33,679) (52,496) (58,806)
Gain on sale of assets - - 555 -
Other income, net - 3,188 3,630 3,188
------------- ------------- ------------- -------------
(25,535) (30,491) (48,311) (55,618)
------------- ------------- ------------- -------------
Income (loss) before provision for income taxes 225,097 (122,034) 405,884 (117,919)
Provision for income taxes 78,517 - 139,057 -
------------- ------------- ------------- -------------
Net income (loss) $ 146,580 $ (122,034) $ 266,827 $ (117,919)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Net income (loss) per share $ 0.07 $ (0.06) $ 0.12 $ (0.05)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Shares used in per share calculations 2,220,615 2,172,500 2,214,035 2,172,500
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
R-B RUBBER PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 266,827 $ (117,919)
Adjustments to reconcile net income to net cash
flows provided by (used in) operating activities:
Depreciation and amortization 258,718 196,010
Gain on sale of equipment (555) (1,500)
(Increase) decrease in:
Accounts receivable, net 81,222 (89,791)
Inventories, net (237,349) (151,755)
Income taxes receivable 124,565
Prepaid expenses and other (50,330) (25,307)
Increase (decrease) in:
Income taxes payable 76,590 -
Accounts payable 66,431 (186,812)
Payroll and related benefits payable 62,734 41,730
Interest payable (10,485) (7,438)
Deferred income taxes 62,478 -
--------------- ---------------
Net cash provided by (used in) operating activities 576,281 (218,217)
Cash flows from investing activities:
Payments for purchase of property and equipment (645,309) (429,566)
Proceeds from sale of fixed assets 555 1,500
Other assets (56,240) (2,184)
--------------- ---------------
Net cash used in investing activities (700,994) (430,250)
Cash flows from financing activities:
Proceeds from short-term debt, net 302,000 542,770
Payments on short-term debt (112,770) -
Proceeds from long-term debt - 18,800
Payments on long-term debt (69,431) (24,232)
--------------- ---------------
Net cash provided by financing activities 119,799 537,338
Decrease in cash and cash equivalents (4,914) (111,129)
Cash and cash equivalents:
Beginning of period 26,547 113,293
--------------- ---------------
End of period $ 21,633 $ 2,164
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes are an integrat part of these statements.
5
<PAGE>
R-B RUBBER PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The financial information included herein for the three and six month periods
ended June 30, 1997 and 1996 and the financial information as of June 30, 1997
is unaudited; however, such information reflects all adjustments consisting only
of normal recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial position, results of
operations and cash flows for the interim periods. The interim financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Company's 1996 Annual Report to Shareholders on
Form 10-KSB. The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the full year.
NOTE 2. INVENTORIES
Inventories are stated at lower of cost, using average costs, which approximates
the first-in, first-out (FIFO) method, or market, and include materials, labor
and manufacturing overhead. Unsalable or unusable items are carried at scrap
value and reprocessed.
June 30, 1997 December 31, 1996
----------------- ---------------------
Raw materials $ 43,989 $ 64,080
Finished goods 573,602 312,962
Other 5,000 8,200
----------------- ---------------------
$ 622,591 $ 385,242
----------------- ---------------------
----------------- ---------------------
NOTE 3. EARNINGS PER SHARE
In March 1997, the Financial Accounting Standards Board issued Statement 128,
EARNINGS PER SHARE ("SFAS 128"), superseding Opinion 15. This statement
establishes a different method of computing net income per share than is
currently required under the provisions of Accounting Principles Board Opinion
No. 15. Under SFAS 128, the Company will be required to present both basic net
income per share and diluted net income per share. Basic net income per share
is expected to be comparable or slightly higher than the currently presented net
income per share, as the effect of dilutive stock options will not be considered
in computing basic net income per share. Diluted net income per share is
expected to be comparable or slightly lower than the currently presented net
income per share since the diluted calculation will also use the average market
price instead of the higher of the average or ending market price for its
calculations. SFAS 128 is required to be adopted for periods ending after
December 15, 1997. Pro forma effects of applying SFAS 128 are as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
----------------------------- ---------------------------
1997 1996 1997 1996
------------ -------------- ----------- -------------
<S> <C> <C> <C> <C>
Primary EPS as reported $ 0.07 $ (0.06) $ 0.12 $ (0.05)
Effect of SFAS 128 0.00 0.00 0.00 0.00
------------ -------------- ----------- -------------
Basic EPS as restated $ 0.07 $ (0.06) $ 0.12 $ (0.05)
------------ -------------- ----------- -------------
------------ -------------- ----------- -------------
Fully diluted EPS as reported $ 0.07 $ (0.06) $ 0.12 $ (0.05)
Effect of SFAS 128 0.00 0.00 0.00 0.00
------------ -------------- ----------- -------------
Diluted EPS as restated $ 0.07 $ (0.06) $ 0.12 $ (0.05)
------------ -------------- ----------- -------------
------------ -------------- ----------- -------------
</TABLE>
6
<PAGE>
NOTE 4. LEGAL PROCEEDINGS
The Company is a defendant in a lawsuit filed by one of its former employees.
Because of the recent nature of this action, the Company is unable to assess the
probable outcome. However, the Company believes the suit is without merit and
is vigorously defending its position, and does not believe it will have a
material effect on the Company's financial position, results of operations or
cash flow.
NOTE 5. SUBSEQUENT EVENT
On July 1, 1997, the Company divested itself of its 100 percent owned
subsidiary, Strata Surfacing, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Management's Discussion and Analysis or Plan of Operation contains forward-
looking statements that involve a number of risks and uncertainties. Future
market conditions are subject to supply and demand conditions and decisions of
other market participants over which the Company has no control and which are
inherently very difficult to predict. In addition, there are other factors that
could cause actual results to differ materially, including competitive
pressures, increased demand for the Company's raw materials and the risk factors
listed from time to time in the Company's Securities and Exchange Commission
reports, including, but not limited to, the report of Form 10-KSB for the year
ended December 31, 1996.
RESULTS OF OPERATIONS
Net sales increased 53 percent to $1.7 million for the second quarter of 1997
from $1.1 million for the second quarter of 1996 and increased to $3.4 million
for the first half of 1997 compared to $2.2 million for the first half of 1996.
The increase was primarily attributable to efforts by the Company to increase
penetration and distribution in its primary markets.
Gross profit increased to $716,000 and $1.4 million, respectively (41.5 percent
and 40.8 percent of net sales, respectively) for the three month and six month
periods ended June 30, 1997 from $319,000 and $743,000, respectively (28.4
percent and 33.4 percent of net sales, respectively) for the comparable periods
of 1996. The increase as a percentage of sales is primarily a result of
increased sales. The Company continues to lower its raw material cost by
modifying its existing processing equipment in order to effectively process
larger truck tire chips and therefore supplement its raw material supply with
such material. The truck tire chips are less expensive than the buffings that
have been used historically. The Company is currently researching additional
processing improvements that would allow it to process automobile tire chips,
helping to ensure an adequate supply of such lower cost raw material in the
future.
Selling expenses increased to $172,000 and $317,000, respectively (10.0 percent
and 9.5 percent of net sales, respectively) for the three month and six month
periods ended June 30, 1997 from $130,000 and $275,000, respectively (11.6
percent and 12.4 percent of net sales, respectively) for the comparable periods
of 1996. The increase in dollars is primarily a result of increased sales
personnel and costs associated with promoting the Company's products. The
decrease as a percentage of net sales is a result of a larger sales base.
7
<PAGE>
General and administrative expenses increased to $293,000 and $597,000,
respectively (17.0 percent and 17.8 percent of net sales, respectively) for the
three month and six month periods ended June 30, 1997 from $281,000 and
$530,000, respectively (25.0 percent and 23.9 percent of net sales,
respectively) for the comparable periods of 1996, primarily as a result of
growth of the Company, partially offset by cost containment efforts. The
decrease as a percentage of net sales is a result of a larger sales base to
spread the costs over.
Income tax expense, totaling $79,000 and $139,000, respectively for the three
month and six month periods ended June 30, 1997, was recorded at estimated
effective rates of approximately 34.9 percent and 34.3, respectively.
Net income (loss) increased to $147,000 and $267,000, respectively (8.5 percent
and 8.0 percent of net sales, respectively) for the three month and six month
periods ended June 30, 1997 from a loss of $(122,000) and $(118,000),
respectively for the comparable periods of 1996, as a result of the individual
line items changes discussed above.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997 working capital was $471,000, including $21,633 of cash and
cash equivalents. In the first half of 1997, working capital decreased by
$257,000 and the current ratio decreased to 1.4:1 from 2.0:1.
Cash and cash equivalents decreased $5,000 primarily due to $646,000 for the
purchase of property and equipment and $56,000 used for other investing
activities, offset by $576,000 provided by operations and $120,000 provided from
borrowings, net of payments on borrowings.
Accounts receivable decreased $81,000 to $771,000 at June 30, 1997 compared to
$852,000 at December 31, 1996. Days sales outstanding decreased to 41 days at
June 30, 1997 compared to 46 days at December 31, 1996. The decrease in the
accounts receivable balance and in days sales outstanding relate primarily to
four accounts at December 31, 1996 totaling $451,000 that were collected in the
first quarter of 1997, offset by increased sales in the first half of 1997
compared to the first half of 1996.
Inventories increased $238,000 to $623,000 at June 30, 1997 from $385,000 at
December 31, 1996 due primarily to the building of finished goods inventory in
order to help ensure adequate quantities are available to meet anticipated
demand. Inventory turned approximately 8 times on an annualized basis for the
first half of 1997 compared to 9 times for all of 1996.
Capital expenditures of $645,000 during the first half of 1997 primarily
resulted from the refurbishing of existing rubber processing equipment to
increase production capacity. Total capital expenditures are expected to be
approximately $1.3 million during 1997 primarily to purchase and/or refurbish
existing rubber processing equipment in order to increase production capacity.
Upon completion of refurbishing the processing equipment, the Company plans to
utilize a sale/leaseback transaction, utilizing existing tax credits, to finance
the expenditures. The Company intends to structure such lease as an operating
lease. Any remaining amounts would be financed with conventional long-term
debt.
8
<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 128, "Earnings per Share" ("SFAS
128"). This statement establishes a different method of computing net income
per share than is currently required under the provisions of Accounting
Principles Board Opinion No. 15. Under SFAS 128, the Company will be required
to present both basic net income per share and diluted net income per share.
Basic net income per share is expected to be comparable or slightly higher than
the currently presented net income per share, as the effect of dilutive stock
options will not be considered in computing basic net income per share. Diluted
net income per share is expected to be comparable or slightly lower than the
currently presented net income per share since the diluted calculation will also
use the average market price instead of the higher of the average or ending
market price for its calculations. The Company expects to adopt SFAS 128 in the
fourth quarter of 1997 and, at that time, all historical net income per share
data presented will be restated to conform to the provisions of SFAS 128.
In June 1997, the FASB issued Statement of Financial Accounting Standard No.
130, "Reporting Comprehensive Income" ("SFAS 130"). This statement establishes
standards for reporting and displaying comprehensive income and its components
in a full set of general purpose financial statements. The objective of SFAS
130 is to report a measure of all changes in equity of an enterprise that result
from transactions and other economic events of the period other than
transactions with owners. The Company expects to adopt SFAS 130 in the first
quarter of 1998 and does not expect comprehensive income to be materially
different from currently reported net income.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits filed as a part of this report are listed below.
Exhibit No.
- -----------
11 Calculations of Net Income Per Share
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any Reports on Form 8-K during the quarter ended June
30, 1997.
9
<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.
Date: July 31, 1997 R-B RUBBER PRODUCTS, INC.
By: /s/ RONALD L. BOGH
------------------------------------------
Ronald L. Bogh
Chairman of the Board and President
(Principal Executive Officer)
By: /s/ DOUGLAS C. NELSON
------------------------------------------
Douglas C. Nelson
Director, Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
10
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
R-B RUBBER PRODUCTS, INC.
CALCULATIONS OF NET INCOME PER SHARE
Three Months Ended June 30,
--------------------------------------------------------------------------
1997 1996
---------------------------------- -----------------------------------
Primary Fully Diluted Primary Fully Diluted
---------------------------------- -----------------------------------
<S> <C> <C> <C> <C>
Weighted Average Shares
Outstanding for the Period 2,172,500 2,172,500 2,172,500 2,172,500
Dilutive Common Stock
Options Using the Treasury
Stock Method 48,115 59,806 - -
---------------------------------- -----------------------------------
Total Shares Used for Per
Share Calculations 2,220,615 2,232,306 2,172,500 2,172,500
---------------------------------- -----------------------------------
---------------------------------- -----------------------------------
Net Income (Loss) $ 146,580 $ 146,580 $ (122,034) $ (122,034)
---------------------------------- -----------------------------------
---------------------------------- -----------------------------------
Net Income (Loss) Per Share $ 0.07 $ 0.07 $ (0.06) $ (0.06)
---------------------------------- -----------------------------------
---------------------------------- -----------------------------------
Six Months Ended June 30,
--------------------------------------------------------------------------
1997 1996
---------------------------------- -----------------------------------
Primary Fully Diluted Primary Fully Diluted
---------------------------------- -----------------------------------
Weighted Average Shares
Outstanding for the Period 2,172,500 2,172,500 2,172,500 2,172,500
Dilutive Common Stock
Options Using the Treasury
Stock Method 41,535 48,650 - -
---------------------------------- -----------------------------------
Total Shares Used for Per
Share Calculations 2,214,035 2,221,150 2,172,500 2,172,500
---------------------------------- -----------------------------------
---------------------------------- -----------------------------------
Net Income (Loss) $ 266,827 $ 266,827 $ (117,919) $ (117,919)
---------------------------------- -----------------------------------
---------------------------------- -----------------------------------
Net Income (Loss) Per Share $ 0.12 $ 0.12 $ (0.05) $ (0.05)
---------------------------------- -----------------------------------
---------------------------------- -----------------------------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 21,633
<SECURITIES> 0
<RECEIVABLES> 775,537
<ALLOWANCES> 4,783
<INVENTORY> 622,591
<CURRENT-ASSETS> 1,589,532
<PP&E> 6,156,262
<DEPRECIATION> 1,478,493
<TOTAL-ASSETS> 6,525,560
<CURRENT-LIABILITIES> 1,118,848
<BONDS> 1,209,846
0
0
<COMMON> 3,797,442
<OTHER-SE> 574,871
<TOTAL-LIABILITY-AND-EQUITY> 6,525,560
<SALES> 3,352,376
<TOTAL-REVENUES> 3,352,376
<CGS> 1,983,479
<TOTAL-COSTS> 1,983,479
<OTHER-EXPENSES> 914,702
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,496
<INCOME-PRETAX> 405,884
<INCOME-TAX> 139,057
<INCOME-CONTINUING> 266,827
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 266,827
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
