---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 July 31, 2000

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(State or other jurisdiction of
incorporation or organization)

93-0967413(I.R.S. Employer
Identification No.)904 E. 10th Avenue, McMinnville, Oregon(Address of principal executive offices)

97128(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

2,687,139(Class)

(Outstanding at September 11, 2000)


Transitional
Small Business Disclosure Format (check one): Yes / /  No /x/

---

---

---

## 

R-B RUBBER PRODUCTS, INC.  FORM 10-QSB  INDEX

|PART IFINANCIAL INFORMATION |  | Page                                                                           
|---------------------------- |  | -------------------------------------------------------------------------------
|Item 1.                      |  | Consolidated Financial Statements                                              
|                             |  | Consolidated Balance SheetsJuly 31, 2000 and April 30, 2000                   
|                             |  | Consolidated Statements of OperationsThree Months Ended July 31, 2000 and 1999
|                             |  | Consolidated Statements of Cash FlowsThree Months Ended July 31, 2000 and 1999
|                             |  | Notes to Consolidated Financial Statements                                     
|Item 2.                      |  | Management's Discussion and Analysis or Plan of Operation                      
|PART IIOTHER INFORMATION    |  |                                                                                
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                               
|Signatures                   |  | 11                                                                             

1

---

## 

PART IFINANCIAL INFORMATION

Item 1. Consoldiated Financial Statements

R-B RUBBER PRODUCTS, INC.       CONSOLIDATED BALANCE SHEETS  (Unaudited)

|                                                                                            |                                                                                                   | July 31,
2000                              |           | April 30,
2000
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | --------------
|ASSETS                                                                                      |                                                                                                   |                                            |           |               
|Current assets:                                                                             |                                                                                                   |                                            |           |               
|                                                                                            | Cash and cash equivalents                                                                         |                                            | $         | 967,302       
|                                                                                            | Accounts receivable, net of allowance of $51,269 and $51,336                                      |                                            |           | 936,294       
|                                                                                            | Inventories, net                                                                                  |                                            |           | 1,459,401     
|                                                                                            | Prepaid expenses and other                                                                        |                                            |           | 213,749       
|                                                                                            | Deferred tax asset                                                                                |                                            |           | 38,000        
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total current assets                       |           |               
|Property, plant and equipment, net of accumulated depreciation of $3,378,096 and $3,160,401 |                                                                                                   |                                            | 4,949,085 |               
|Deferred tax asset                                                                          |                                                                                                   |                                            | 17,000    |               
|Other assets, net of accumulated amortization of $57,423 and $49,960                        |                                                                                                   |                                            | 485,390   |               
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total assets                               |           | $             
|                                                                                            |                                                                                                   |                                            |           |               
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                        |                                                                                                   |                                            |           |               
|Current liabilities:                                                                        |                                                                                                   |                                            |           |               
|                                                                                            | Current portion of long-term debt                                                                 |                                            | $         | 114,977       
|                                                                                            | Current portion of capital lease obligations                                                      |                                            |           | 238,516       
|                                                                                            | Accounts payable                                                                                  |                                            |           | 445,520       
|                                                                                            | Accrued expenses                                                                                  |                                            |           | 311,557       
|                                                                                            | Income taxes payable                                                                              |                                            |           | 117,381       
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total current liabilities                  |           |               
|Long-term debt, net of current portion                                                      |                                                                                                   |                                            | 1,171,087 |               
|Capital lease obligations, net of current portion                                           |                                                                                                   |                                            | 1,015,558 |               
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total liabilities                          |           |               
|                                                                                            |                                                                                                   |                                            |           |               
|Commitments and contingencies                                                               |                                                                                                   |                                            |           |               
|Shareholders' equity:                                                                       |                                                                                                   |                                            |           |               
|                                                                                            | Common stock, no par value, 20,000,000 shares authorized;
2,687,139 shares issued and outstanding |                                            |           | 4,296,959     
|                                                                                            | Retained earnings                                                                                 |                                            |           | 1,354,666     
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total shareholders' equity                 |           |               
|                                                                                            |                                                                                                   |                                            |           |               
|                                                                                            |                                                                                                   | Total liabilities and shareholders' equity |           | $             
|                                                                                            |                                                                                                   |                                            |           |               

The
accompanying notes are an integral part of these statements.

2

---

R-B RUBBER PRODUCTS, INC.       CONSOLIDATED STATEMENTS OF OPERATIONS  (Unaudited)

|                                            |                               | Three Months Ended July 31, |          
|------------------------------------------- | ----------------------------- | --------------------------- | ---------
|
|Sales, net                                  |                               | $                           | 2,481,603
|Cost of sales                               |                               |                             | 1,575,521
|                                            |                               |                             |          
|                                            | Gross profit                  |                             |          
|                                            |                               |                             |          
|Operating expenses:                         |                               |                             |          
|                                            | Selling                       |                             |          
|                                            | General and administrative    |                             |          
|                                            |                               |                             |          
|                                            |                               |                             | 666,492  
|                                            |                               |                             |          
|Operating income                            |                               |                             | 239,590  
|                                            |                               |                             |          
|Other income (expense):                     |                               |                             |          
|                                            | Interest income               |                             |          
|                                            | Interest expense              |                             |          
|                                            | Loss on disposal of equipment |                             |          
|                                            | Other income, net             |                             |          
|                                            |                               |                             |          
|                                            |                               |                             | (13,592  
|                                            |                               |                             |          
|Income before income taxes                  |                               |                             | 225,998  
|Income tax expense                          |                               |                             | (88,150  
|                                            |                               |                             |          
|Net income                                  |                               | $                           | 137,848  
|                                            |                               |                             |          
|Basic net income per share                  |                               | $                           | 0.05     
|                                            |                               |                             |          
|Shares used in basic net income per share   |                               |                             | 2,687,139
|                                            |                               |                             |          
|Diluted net income per share                |                               | $                           | 0.05     
|                                            |                               |                             |          
|Shares used in diluted net income per share |                               |                             | 2,750,866
|                                            |                               |                             |          

The
accompanying notes are an integral part of these statements.

3

---

## 

R-B RUBBER PRODUCTS, INC.       CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited)

|                                      |                                                                                         | Three Months Ended July 31,                |                           
|------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------------------------ | --------------------------
|
|Cash flows from operating activities: |                                                                                         |                                            |                           
|                                      | Net Income                                                                              |                                            | $                         
|                                      | Adjustments to reconcile net income to net cash flows provided by operating activities: |                                            |                           
|                                      |                                                                                         | Depreciation and amortization              |                           
|                                      |                                                                                         | Loss on disposal of equipment              |                           
|                                      |                                                                                         | Deferred income taxes                      |                           
|                                      |                                                                                         | Changes in current assets and liabilities: |                           
|                                      |                                                                                         |                                            | Accounts receivable, net  
|                                      |                                                                                         |                                            | Inventories, net          
|                                      |                                                                                         |                                            | Prepaid expenses and other
|                                      |                                                                                         |                                            | Accounts payable          
|                                      |                                                                                         |                                            | Accrued expenses          
|                                      |                                                                                         |                                            | Income taxes payable      
|                                      |                                                                                         |                                            |                           
|                                      |                                                                                         |                                            |                           
|                                      |                                                                                         |                                            |                           
|Cash flows from investing activities: |                                                                                         |                                            |                           
|                                      | Additions to property, plant and equipment                                              |                                            |                           
|                                      | Other, net                                                                              |                                            |                           
|                                      |                                                                                         |                                            |                           
|                                      |                                                                                         |                                            |                           
|                                      |                                                                                         |                                            |                           
|Cash flows from financing activities: |                                                                                         |                                            |                           
|                                      | Net payments under short-term line of credit                                            |                                            |                           
|                                      | Payments on long-term debt                                                              |                                            |                           
|                                      | Payments on capital lease obligations                                                   |                                            |                           
|                                      |                                                                                         |                                            |                           
|                                      |                                                                                         |                                            |                           
|                                      |                                                                                         |                                            |                           
|Decrease in cash and cash equivalents |                                                                                         |                                            | (473,314                  
|Cash and cash equivalents:            |                                                                                         |                                            |                           
|                                      | Beginning of period                                                                     |                                            |                           
|                                      |                                                                                         |                                            |                           
|                                      | End of period                                                                           |                                            | $                         
|                                      |                                                                                         |                                            |                           

The
accompanying notes are an integral part of these statements.

4

---

## 

R-B RUBBER PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Basis of Presentation

The financial information included herein for the three months ended July 31, 2000 and 1999 and the financial information as of July 31, 2000 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 consolidated financial statements and the notes thereto included
in the Company's April 30, 2000 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 the lower of average cost, which approximates the first-in, first-out method, or market (net realizable value), and include
materials, labor and manufacturing overhead. Unsalable or unusable items are carried at scrap value and reprocessed.

July 31, 2000

April 30, 2000Raw materials

$
117,808

$
119,602Finished goods


1,313,993


1,048,084Other


27,600


28,956$
1,459,401

$
1,196,642


Note 3. Line of Credit

In July 2000, the Company amended its $1,000,000 operating line of credit to extend the expiration date to August 1, 2001. The line of credit bears interest at
its lender's prime rate then in effect, 9.5 percent at July 31, 2000. The Company had no outstanding balance under this line of credit at July 31, 2000. Under terms of this line of credit agreement,
the Company is required to maintain certain financial covenants. At July 31, 2000, the Company was in compliance with all of its covenants.

Note 4. Earnings Per Share

Following is a reconciliation of basic earnings per share ("EPS") and diluted EPS:

|Three Months Ended July 31,             |  | 2000 |         | 1999
|--------------------------------------- |  | ---- | ------- | ----
|
|Income available to Common Shareholders |  | $    | 137,848 |     
|                                        |  |      |         |     
|Diluted EPS                             |  |      |         |     
|Effect of dilutive stock options        |  |      |        |     
|                                        |  |      |         |     
|Income available to Common Shareholders |  | $    | 137,848 |     
|                                        |  |      |         |     

5

---

110,200 and 201,600 shares issuable pursuant to stock options and warrants have not been included in the above calculations for the three months ended July 31, 2000 and 1999, respectively since they
would have been antidilutive.

Note 5. Segment Reporting

The Company has determined that it currently operates in three segments, matting products, molded products and tire recovery and processing at RB Recycling,
Inc. ("RB Recycling"). RB Recycling had intercompany sales of $128,606 and $96,627 for the three months ended July 31, 2000 and 1999, respectively; the other segments did not have any intercompany
sales.

|Quarter ended July 31, 2000   |  | Matting |           | Molded |   | RB Recycling |   | Total
|----------------------------- |  | ------- | --------- | ------ | - | ------------ | - | -----
|Sales, net                    |  | $       | 2,082,895 |        | $ | 174,582      |   | $    
|Depreciation and amortization |  |         | 188,955   |        |   | 27,777       |   |      
|Income (loss) before taxes    |  |         | 366,571   |        |   | (35,595      | ) |      

|July 31, 2000 |  |   |           |  |   |         |  |  
|------------- |  | - | --------- |  | - | ------- |  | -
|Total assets  |  | $ | 7,742,571 |  | $ | 984,498 |  | $

|Quarter ended July 31, 1999   |  | Matting |           | Molded |   | RB Recycling |   | Total
|----------------------------- |  | ------- | --------- | ------ | - | ------------ | - | -----
|Sales, net                    |  | $       | 2,349,276 |        | $ | 180,078      |   | $    
|Depreciation and amortization |  |         | 214,067   |        |   | 24,369       |   |      
|Income (loss) before taxes    |  |         | 208,416   |        |   | (1,357       | ) |      

|July 31, 1999 |  |   |           |  |   |         |  |  
|------------- |  | - | --------- |  | - | ------- |  | -
|Total assets  |  | $ | 7,396,557 |  | $ | 941,796 |  | $

Item 2. Management's Discussion and Analysis or Plan of Operation

Forward Looking Statements

This Quarterly Report on Form 10-QSB, including 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. Accordingly, there can be no assurance that the Company's revenues or gross margins will conform to management's expectations. 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, unanticipated difficulties in integrating acquired
technologies or businesses 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 on Form 10-KSB for the
four month transition period ended April 30, 2000. The Company cautions the reader that these forward looking statements, such as the statements concerning new product introductions, future tire chip
processing and mat making capabilities and the ability to obtain and utilize lower cost raw materials, are only predictions and are not statements of historical fact.

6

---

Results of Operations

Sales.Sales decreased 11.4 percent to $2.5 million for the quarter ended July 31, 2000 compared with $2.8 million for
the quarter ended July 31, 1999. The decrease was primarily attributable to a slow down in agribusiness sales and an approximate 50 percent decrease in sales to the Company's largest customer. The
Company is continuing to develop new markets for its matting products in an effort to replace some of these lost sales.

Gross Profit.Gross profit decreased to $906,000 (36.5 percent of net sales) for the quarter ended July 31, 2000
compared with $963,000 (34.4 percent of net sales) for the quarter ended July 31, 1999. Improved utilization of lower cost raw materials and an increase in production levels from the matting division
were the primary factors that increased gross profit as a percent of net sales during the quarter ended July 31, 2000 compared to the same quarter of the prior year. The Company's raw materials
include tire chips, buffings and granulated rubber. Low cost tire chips are processed from scrap tires, which are collected and processed at the Company's RB Recycling facility in Portland, Oregon.
These tire chips are then shipped to the McMinnville plant for further processing into crumb rubber, which is the main feedstock for the Company's mat manufacturing process. Buffings and granulated
rubber are purchased from outside vendors at a higher cost than processed tire chips. With increased collection and processing capabilities at RB Recycling, combined with certain improvements made to
the Company's tire chip processing and mat manufacturing plant in McMinnville, the Company has been able to increase its supply of low cost tire chips. As a result, pounds of tire chips utilized
increased from 46.9 percent of total raw materials during the quarter ended July 31, 1999 to 59.3 percent during the quarter ended July 31, 2000. Additionally, the Company has increased its mat
manufacturing capacity and, as a result, increased overall mat production by 6.9 percent during the quarter ended July 31, 2000 compared with the quarter ended July 31, 1999. The Company continues to
make processing improvements at its tire recovery and processing plant in Portland and at its tire chip processing and mat manufacturing facility in McMinnville in order to allow the Company to
produce and process more tire chips and improve mat making capacity.

Selling
expenses increased 11.8 percent to $233,000 for the quarter ended July 31, 2000 (9.4 percent of net sales) compared to $208,000 (7.4 percent of net sales) for the quarter
ended July 31, 1999. The increase as a percentage of sales is primarily a result of decreased sales volume and an increase in marketing and advertising expenses. Increased advertising and marketing
expenses are a result of the Company's continued plan to diversify its product base by aggressively promoting newly introduced products.

General
and administrative expenses increased 13.6 percent to $434,000 (17.5 percent of net sales) for the quarter ended July 31, 2000 from $382,000 (13.6 percent of net sales) for
the quarter ended July 31, 1999. These increases were primarily a result of increased management fees paid to Dash Multi-Corp, which is an affiliate of the Company. In April 2000, the Board of
Directors agreed to increase the monthly management fee paid to Dash Multi-Corp from $6,000 to $25,000 beginning May 1, 2000.

During
the quarter ended July 31, 1999, the Company recorded a loss on disposal of equipment in the amount of $118,000 related to the removal and replacement of two crumb rubber
processing mills. These two mills were replaced with a new processing mill, which management believes will be more efficient. Because of the need for increased capacity and the goal of improving
efficiency, the Company replaced the two old processing mills earlier than originally anticipated.

7

---

Income tax expense, totaling $88,000 for the quarter ended July 31, 2000, was recorded at an estimated effective rate of approximately 39.0 percent, compared to $71,000 in the quarter
ended July 31, 1999 at an effective rate of approximately 39.9 percent.

Net
income increased to $138,000 (5.6 percent of net sales) for the quarter ended July 31, 2000 from $107,000 (3.8 percent of net sales) for the quarter ended July 31, 1999. The
increase is primarily a
result of improved gross profit as percentage of net sales and a loss on disposal of equipment recorded during the quarter ended July 31, 1999 as discussed above.

Liquidity and Capital Resources

At July 31, 2000 working capital was $2.4 million, including $967,000 in cash and cash equivalents, $936,000 in accounts receivable and $1.5 million in
inventory. In the quarter ended July 31, 2000, working capital increased by $197,000 and the current ratio increased to 2.94:1 at July 31, 2000 from 2.60:1 at April 30, 2000.

Cash
and cash equivalents decreased $473,000 to $967,000 at July 31, 2000 from April 30, 2000. This decrease is primarily a result of $314,000 used in operations, $82,000 in net
payments on short-term and long-term borrowings, including capital lease obligations, and $79,000 for the purchase of equipment.

Accounts
receivable increased $137,000 to $936,000 at July 31, 2000 compared to $799,000 at April 30, 2000, primarily as a result of increased sales in July 2000 compared with April
2000. Days sales outstanding increased to 35 days at July 31, 2000 compared to 29 days at April 30, 2000.

Inventories
increased $263,000 to $1.5 million at July 31, 2000 from $1.2 million at April 30, 2000 as a result of increased production of matting products during the quarter ended
July 31, 2000 and a seasonal slowdown in equine sales during the end of the first quarter. Inventory turned approximately 5 times during the quarter ended July 31, 2000 on an annualized basis compared
to 9 times during the fiscal year ended April 30, 2000.

Accounts
payable and accrued expenses decreased $223,000 to $757,000 at July 31, 2000 from $980,000 at April 30, 2000 primarily as a result of timing of payments made.

Capital
expenditures of $79,000 during the quarter ended July 31, 2000 resulted primarily from the addition of equipment to further automate production and handling of tire chips and
matting products as well as improvements to the Company's crumb rubber processing facility to help increase tire chip utilization.

At
July 31, 2000, the Company had a $1,000,000 operating line of credit, which bears interest at its lender's prime rate then in effect, 9.5 percent at July 31, 2000. The line of
credit expires August 1, 2001. The Company had no outstanding balance under this line of credit at July 31, 2000. Under terms of this line of credit agreement, the Company is required to maintain
certain financial covenants. At July 31, 2000, the Company was in compliance with all of its covenants.

New Accounting Pronouncements

In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities-an amendment of FASB Statement No. 133" ("SFAS 138"). In June 1999, the FASB issued Statement of Financial Accounting Standards

8

---

No. 137, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 137"). SFAS 137 is an amendment to Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS 137 and 138 establish accounting and reporting standards for all derivative instruments. SFAS 137 and 138 are effective for fiscal years beginning after June
15,
2000. The Company does not currently have any derivative instruments and, accordingly, does not expect the adoption of SFAS 137 and SFAS 138 to have a material impact on its financial position
or results of operations.

In
December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"). SAB 101 summarized certain areas of the SEC Staff's views in applying
generally accepted accounting principles to revenue recognition in financial statements. In June 2000, SAB 101B was issued which defers the implementation date of SAB 101 until October 1, 2000. The
Company does not expect that SAB 101 will have a material impact on its financial condition or results of operations.

9

---

## 

PART IIOTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

|Exhibit No. |  |                                                                                      
|----------- |  | -------------------------------------------------------------------------------------
|10          |  | Amendment No. 2, dated July 28, 2000 to Line of Credit Agreement dated July 31, 1998.
|27          |  | Financial Data Schedule                                                              

The
Company did not file any reports of Form 8-K during the quarter ended July 31, 2000.

10

---

## 

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:    September 11, 2000 |  | R-B RUBBER PRODUCTS, INC.
|--------------------------- |  | -------------------------
|                            |  | By:                      
|                            |  | By:                      

11

---

## QuickLinks