x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MISSOURI | 36-2667734 | |||
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.) |
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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PART I. FINANCIAL INFORMATION
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||||
Item 1.
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Condensed Consolidated Financial Statements
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3 | ||
Condensed Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and June 30, 2011
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3
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|||
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011 (Unaudited)
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5
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|||
Condensed Consolidated Statements of Operations for the Nine Months Ended March 31, 2012 and 2011 (Unaudited)
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6
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|||
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2012 and 2011 (Unaudited)
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7
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|||
Notes to Condensed Consolidated Financial Statements (Unaudited)
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8
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|||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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12
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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16
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Item 4.
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Controls and Procedures
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16
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PART II. OTHER INFORMATION
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||||
Item 1.
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Legal Proceedings
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17
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Item 1A.
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Risk Factors
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17
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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17
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Item 3.
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Defaults Upon Senior Securities
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17
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Item 4.
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Mine Safety Disclosures
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17
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Item 5.
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Other Information
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17
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Item 6.
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Exhibits
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17
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SIGNATURES
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18
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PART I. FINANCIAL INFORMATION
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||
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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||
CHASE GENERAL CORPORATION AND SUBSIDIARY
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CONDENSED CONSOLIDATED BALANCE SHEETS
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ASSETS
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March 31,
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June 30,
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|||||||
2012
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2011
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|||||||
(Unaudited)
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(Audited)
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|||||||
CURRENT ASSETS
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||||||||
Cash and cash equivalents
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$ | 167,772 | $ | 18,772 | ||||
Trade receivables, net of allowance for doubtful
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||||||||
accounts, of $16,283 and $15,383, respectively
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151,631 | 161,670 | ||||||
Inventories:
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||||||||
Finished goods
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86,795 | 263,934 | ||||||
Goods in process
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8,097 | 3,275 | ||||||
Raw materials
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125,902 | 88,490 | ||||||
Packaging materials
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138,033 | 188,025 | ||||||
Prepaid expenses
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16,757 | 5,047 | ||||||
Deferred income taxes
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7,213 | 6,900 | ||||||
Total current assets
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702,200 | 736,113 | ||||||
PROPERTY AND EQUIPMENT - NET
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473,888 | 497,909 | ||||||
TOTAL ASSETS
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$ | 1,176,088 | $ | 1,234,022 | ||||
The accompanying notes are an integral part of the
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||||||||
condensed consolidated financial statements.
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CHASE GENERAL CORPORATION AND SUBSIDIARY
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||
CONDENSED CONSOLIDATED BALANCE SHEETS
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||
LIABILITIES AND STOCKHOLDERS' EQUITY
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March 31,
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June 30,
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|||||||
2012
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2011
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|||||||
(Unaudited)
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(Audited)
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|||||||
CURRENT LIABILITIES
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||||||||
Accounts payable
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$ | 119,122 | $ | 104,796 | ||||
Current maturities of notes payable
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56,649 | 54,844 | ||||||
Accrued expenses
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26,686 | 17,210 | ||||||
Deferred income
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1,299 | 1,299 | ||||||
Total current liabilities
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203,756 | 178,149 | ||||||
LONG-TERM LIABILITIES
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||||||||
Deferred income
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15,584 | 16,558 | ||||||
Notes payable, less current maturities
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120,145 | 136,810 | ||||||
Deferred income taxes
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76,544 | 100,219 | ||||||
Total long-term liabilities
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212,273 | 253,587 | ||||||
Total liabilities
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416,029 | 431,736 | ||||||
STOCKHOLDERS' EQUITY
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||||||||
Capital stock issued and outstanding:
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||||||||
Prior cumulative preferred stock, $5 par value:
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||||||||
Series A (liquidation preference $2,122,500
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||||||||
and $2,100,000 respectively)
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500,000 | 500,000 | ||||||
Series B (liquidation preference $2,077,500
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and $2,055,000 respectively)
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500,000 | 500,000 | ||||||
Cumulative preferred stock, $20 par value
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||||||||
Series A (liquidation preference $4,828,965
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||||||||
and $4,785,065 respectively)
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1,170,660 | 1,170,660 | ||||||
Series B (liquidation preference $786,975
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and $779,821 respectively)
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190,780 | 190,780 | ||||||
Common stock, $1 par value
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969,834 | 969,834 | ||||||
Paid-in capital in excess of par
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3,134,722 | 3,134,722 | ||||||
Accumulated deficit
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(5,705,937 | ) | (5,663,710 | ) | ||||
Total stockholders' equity
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760,059 | 802,286 | ||||||
TOTAL LIABILITIES AND
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||||||||
STOCKHOLDERS' EQUITY
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$ | 1,176,088 | $ | 1,234,022 | ||||
The accompanying notes are an integral part of the
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||||||||
condensed consolidated financial statements.
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CHASE GENERAL CORPORATION AND SUBSIDIARY
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(Unaudited)
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Three Months Ended
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||||||||
March 31
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||||||||
2012
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2011
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NET SALES
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$ | 428,140 | $ | 376,491 | ||||
COST OF SALES
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393,144 | 329,511 | ||||||
Gross profit on sales
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34,996 | 46,980 | ||||||
OPERATING EXPENSES
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||||||||
Selling
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87,662 | 79,655 | ||||||
General and administrative
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103,967 | 86,093 | ||||||
Gain on sale of equipment
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(10,929 | ) | - | |||||
Total operating expenses
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180,700 | 165,748 | ||||||
Loss from operations
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(145,704 | ) | (118,768 | ) | ||||
OTHER INCOME (EXPENSE)
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Miscellaneous income
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550 | 861 | ||||||
Interest expense
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(1,850 | ) | (2,133 | ) | ||||
Total other income (expense)
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(1,300 | ) | (1,272 | ) | ||||
Net loss before income taxes
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(147,004 | ) | (120,040 | ) | ||||
CREDIT FOR INCOME TAXES
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(40,071 | ) | (51,191 | ) | ||||
NET LOSS
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(106,933 | ) | (68,849 | ) | ||||
Preferred dividends
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(32,018 | ) | (32,018 | ) | ||||
Net loss applicable to common stockholders
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$ | (138,951 | ) | $ | (100,867 | ) | ||
NET LOSS PER SHARE OF COMMON STOCK - BASIC
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$ | (0.14 | ) | $ | (0.10 | ) | ||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
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969,834 | 969,834 | ||||||
The accompanying notes are an integral part of the
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||||||||
condensed consolidated financial statements.
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CHASE GENERAL CORPORATION AND SUBSIDIARY
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||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(Unaudited)
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||||||||
Nine Months Ended
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||||||||
March 31
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||||||||
2012
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2011
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NET SALES
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$ | 2,552,201 | $ | 2,572,029 | ||||
COST OF SALES
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1,968,646 | 1,831,878 | ||||||
Gross profit on sales
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583,555 | 740,151 | ||||||
OPERATING EXPENSES
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||||||||
Selling
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328,383 | 310,626 | ||||||
General and administrative
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323,646 | 283,362 | ||||||
Gain on sale of equipment
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(10,929 | ) | (500 | ) | ||||
Total operating expenses
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641,100 | 593,488 | ||||||
Income (loss) from operations
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(57,545 | ) | 146,663 | |||||
OTHER INCOME (EXPENSE)
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||||||||
Miscellaneous income
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1,326 | 1,721 | ||||||
Interest expense
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(9,966 | ) | (7,901 | ) | ||||
Total other income (expense)
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(8,640 | ) | (6,180 | ) | ||||
Net income (loss) before income taxes
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(66,185 | ) | 140,483 | |||||
PROVISION (CREDIT) FOR INCOME TAXES
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(23,958 | ) | 33,964 | |||||
NET INCOME (LOSS)
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(42,227 | ) | 106,519 | |||||
Preferred dividends
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(96,054 | ) | (96,054 | ) | ||||
Net income (loss) applicable to common stockholders
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$ | (138,281 | ) | $ | 10,465 | |||
NET INCOME (LOSS) PER SHARE OF COMMON
|
||||||||
STOCK - BASIC
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$ | (0.14 | ) | $ | 0.01 | |||
- DILUTED
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$ | (0.14 | ) | $ | 0.01 | |||
WEIGHTED AVERAGE SHARES OF COMMON
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||||||||
STOCK OUTSTANDING
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969,834 | 969,834 | ||||||
The accompanying notes are an integral part of the
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||||||||
condensed consolidated financial statements.
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CHASE GENERAL CORPORATION AND SUBSIDIARY
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||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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||||||||
(Unaudited)
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||||||||
Nine Months Ended
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||||||||
March 31
|
||||||||
2012
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2011
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income (loss)
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$ | (42,227 | ) | $ | 106,519 | |||
Adjustments to reconcile net income (loss) to net cash
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||||||||
provided by operating activities:
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||||||||
Depreciation and amortization
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84,875 | 82,297 | ||||||
Allowance for bad debts
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900 | 900 | ||||||
Deferred income amortization
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(974 | ) | (974 | ) | ||||
Deferred income taxes
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(23,988 | ) | 19,009 | |||||
Gain on sale of equipment
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(10,929 | ) | (500 | ) | ||||
Effects of changes in operating assets and liabilities:
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||||||||
Trade receivables
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9,139 | 31,927 | ||||||
Inventories
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184,897 | (39,423 | ) | |||||
Prepaid expenses
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(11,710 | ) | (30,514 | ) | ||||
Accounts payable
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14,326 | (14,389 | ) | |||||
Accrued expenses
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9,476 | 1,326 | ||||||
Income taxes payable
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- | 14,758 | ||||||
Net cash provided by operating activities
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213,785 | 170,936 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Proceeds from sale of equipment
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23,000 | 500 | ||||||
Purchases of property and equipment
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(45,680 | ) | (18,425 | ) | ||||
Net cash used in investing activities
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(22,680 | ) | (17,925 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
Proceeds from line-of-credit
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250,000 | 40,000 | ||||||
Principal payments on line-of-credit
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(250,000 | ) | (40,000 | ) | ||||
Principal payments on notes payable
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(42,105 | ) | (73,310 | ) | ||||
Net cash used in financing activities
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(42,105 | ) | (73,310 | ) | ||||
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||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
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149,000 | 79,701 | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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18,772 | 106,508 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
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$ | 167,772 | $ | 186,209 | ||||
The accompanying notes are an integral part of the
|
||||||||
condensed consolidated financial statements.
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Three Months Ended
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Nine Months Ended
|
|||||||||||||||
March 31
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March 31
|
|||||||||||||||
2012
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2011
|
2012
|
2011
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Net income (loss)
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$ | (106,933 | ) | $ | (68,849 | ) | $ | (42,227 | ) | $ | 106,519 | |||||
Preferred dividend requirements:
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||||||||||||||||
6% Prior Cumulative Preferred, $5 par value
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15,000 | 15,000 | 45,000 | 45,000 | ||||||||||||
5% Convertible Cumulative Preferred, $20 par value
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17,018 | 17,018 | 51,054 | 51,054 | ||||||||||||
Total dividend requirements
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32,018 | 32,018 | 96,054 | 96,054 | ||||||||||||
Net income (loss) common stockholders
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$ | (138,951 | ) | $ | (100,867 | ) | $ | (138,281 | ) | $ | 10,465 | |||||
Weighted average shares - basic
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969,834 | 969,834 | 969,834 | 969,834 | ||||||||||||
Dilutive effect of contingently issuable shares
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1,033,334 | 1,033,334 | 1,033,334 | 1,033,334 | ||||||||||||
Weighted average shares - diluted
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2,003,168 | 2,003,168 | 2,003,168 | 2,003,168 | ||||||||||||
Basic earnings per share
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$ | (.14 | ) | $ | (.10 | ) | $ | (.14 | ) | $ | .01 | |||||
Diluted earnings per share
|
$ | (.14 | ) | $ | .01 |
Nine Months Ended
March 31
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||||||||
2012
|
2011
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|||||||
6% Convertible
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||||||||
Series A
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$ | 16 | $ | 16 | ||||
Series B
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16 | 15 | ||||||
5% Convertible
|
||||||||
Series A
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63 | 62 | ||||||
Series B
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63 | 62 |
March 31,
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June 30,
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|||||||||
Payee
|
Terms
|
2012
|
2011
|
|||||||
Nodaway Valley Bank
|
Line-of-credit agreement expiring on January 3, 2013 with a variable interest rate at prime, which was 5% at March 31, 2012. The line-of-credit is collateralized by substantially all assets of the Company.
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$ | - | $ | - | |||||
Ford Credit
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$679 monthly payments including interest of 0%; final payment due March 2016, secured by a vehicle.
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32,600 | 38,713 | |||||||
Ford Credit
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$517 monthly payments including interest of 0%; final payment due March 2016, secured by a vehicle.
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24,800 | 29,450 | |||||||
Honda
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$508 monthly payments including interest of 1.9%; final payment was due December 15, 2011, secured by a vehicle.
|
- | 3,030 |
March 31,
|
June 30,
|
|||||||||
Payee |
Terms
|
2012
|
2011
|
|||||||
Nissan
|
$557 monthly payments including interest of 3.9%; final payment was due April 2012, secured by a vehicle.
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- | 5,425 | |||||||
Toyota Financial Services
|
$502 monthly payments including interest of 4.9%; final payment due March 2015, secured by a vehicle.
|
16,745 | - | |||||||
Toyota Financial Services
|
$305 monthly payments including interest of 2.9%; final payment due March 2015, secured by a vehicle.
|
10,500 | - | |||||||
Nodaway Valley Bank
|
$3,192 monthly payments including interest of 6.25%; final payment due June 2015, secured by certain equipment.
|
92,149 | 115,036 | |||||||
Total
|
176,794 | 191,654 | ||||||||
Less current portion
|
56,649 | 54,844 | ||||||||
Long-term portion
|
$ | 120,145 | $ | 136,810 | ||||||
Future minimum payments for the twelve months ending March 31 are:
|
||||||||||
2013
|
$ | 56,649 | ||||||||
2014
|
59,175 | |||||||||
2015
|
46,620 | |||||||||
2016
|
14,350 | |||||||||
Total
|
$ | 176,794 |
Nine Months Ended
|
||||||||
March 31
|
||||||||
2012
|
2011
|
|||||||
Cash paid for:
|
||||||||
Income taxes
|
$ | - | $ | 197 | ||||
Interest
|
9,966 | 8,157 | ||||||
Non-cash transaction:
|
||||||||
Financing of vehicles
|
$ | 27,245 | $ | - | ||||
Net book value of vehicles traded-in
|
$ | 14,962 | $ | - |
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Net sales
|
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Cost of sales
|
92 | 88 | 77 | 71 | ||||||||||||
Gross profit on sales
|
8 | 12 | 23 | 29 | ||||||||||||
Operating expenses
|
42 | 44 | 25 | 23 | ||||||||||||
Income (loss) from operations
|
(34 | ) | (32 | ) | (2 | ) | 6 | |||||||||
Net income (loss) before income taxes
|
(34 | ) | (32 | ) | (3 | ) | 5 | |||||||||
Provision (credit) for income taxes
|
(9 | ) | (14 | ) | (1 | ) | 1 | |||||||||
Net income (loss)
|
(25 | )% | (18 | )% | (2 | )% | 4 | % |
2012
|
2011
|
|||||||
Net cash provided by operating activities
|
$ | 213,785 | $ | 170,936 | ||||
Net cash used in investing activities
|
$ | (22,680 | ) | $ | (17,925 | ) | ||
Net cash used in financing activities
|
$ | (42,105 | ) | $ | (73,310 | ) |
(a)
|
Evaluation of Disclosure Controls and Procedures
|
Chase’s management, with the participation of the Chief Executive Officer, has evaluated the effectiveness of Chase’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on such evaluation, this officer has concluded that Chase’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in periodic filings under the Exchange Act is accumulated and communicated to management, including those officers, and to members of the Board of Directors, to allow timely decisions regarding required disclosure.
|
|
(b)
|
Changes in Internal Control over Financial Reporting
|
There were no significant changes in Chase’s internal control over financial reporting or in other factors that in management’s estimates are reasonably likely to materially affect Chase’s internal control over financial reporting subsequent to the date of the evaluation.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|||
a.
|
None
|
|||
ITEM 1A.
|
RISK FACTORS
|
|||
Not applicable to a smaller reporting company.
|
||||
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|||
a.
|
None
|
|||
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|||
a.
|
None
|
|||
b.
|
The total cumulative preferred stock dividends contingency at March 31, 2012 is $7,404,500.
|
|||
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|||
Not applicable.
|
||||
ITEM 5.
|
OTHER INFORMATION
|
|||
a.
|
None
|
|||
b. | None | |||
ITEM 6.
|
EXHIBITS
|
|||
a.
|
Exhibits.
|
|||
Exhibit 31.1
|
Certification of Chief Executive Officer and Treasurer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|||
Exhibit 32.1
|
Certification of President and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|||
Exhibit 101
|
The following financial statements for the quarter ended March 31, 2012, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text
|
Chase General Corporation and Subsidiary
(Registrant)
|
|
May 11, 2012
|
/s/ Barry M. Yantis |
Date |
Barry M. Yantis
Chairman of the Board, Chief Executive Officer and Chief Financial Officer, President and Treasurer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Chase General Corporation.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am the certifying officer responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
I am the certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 11, 2012
|
By:
|
/s/ Barry M. Yantis | |
Date | Barry M. Yantis | ||
Chief Executive Officer and Chief Financial Officer, | |||
President and Treasurer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 11, 2012
|
|
/s/ Barry M. Yantis | |
Date
|
Chairman of the Board, Chief Executive Officer and | ||
Chief Financial Officer, President and Treasurer | |||
INCOME TAXES
|
9 Months Ended |
---|---|
Mar. 31, 2012
|
|
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 4 - INCOME TAXES
The recognition of income tax expense related to uncertain tax positions is determined under the provisions of FASB ASC – 740-10. As of March 31, 2012, the Company has not identified any uncertain tax positions requiring recognition in the condensed consolidated financial statements. The income tax positions taken for open years are appropriately stated and supported for all open years. The Company’s federal tax returns for the fiscal years ended 2009, 2010 and 2011 are subject to examination by the IRS taxing authority. |