-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FJ1bHYw4CIjveJLZvRHUH2SgTCJ8jhmX/P/6kBUSVSrmILLMAVO02TMe+GvmqrY0 QHPjrTlXT3y0gjn2wt2uZg== 0001193125-07-031061.txt : 20070214 0001193125-07-031061.hdr.sgml : 20070214 20070214120041 ACCESSION NUMBER: 0001193125-07-031061 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE GENERAL CORP CENTRAL INDEX KEY: 0000015357 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 362667734 STATE OF INCORPORATION: MO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 002-05916 FILM NUMBER: 07616159 BUSINESS ADDRESS: STREET 1: 3600 LEONARD RD CITY: ST JOSEPH STATE: MO ZIP: 64503 BUSINESS PHONE: 8162791625 MAIL ADDRESS: STREET 1: 3600 LEONARD RD CITY: ST JOSEPH STATE: MO ZIP: 64503 FORMER COMPANY: FORMER CONFORMED NAME: CHASE CANDY CO DATE OF NAME CHANGE: 19660911 10QSB 1 d10qsb.htm FORM 10-QSB Form 10-QSB
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-QSB

 


 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2006

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from              to             

Commission File Number 2-5916

 


CHASE GENERAL CORPORATION

(Exact name of small business issuer as specified in its charter)

 


 

Missouri   36-2667734

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

1307 South 59th, St. Joseph, Missouri 64507

(Address of principal executive offices, Zip Code)

(816) 279-1625

(Issuer’s telephone number, including area code)

 


Check whether the issuer (1) filed all reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act during the past 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 by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

As of January 31, 2007, there were 969,834 shares of common stock, $1 par value, issued and outstanding.

Transitional Small Business Disclosure Format    Yes  ¨    No  x

 



Table of Contents

CHASE GENERAL CORPORATION

Index

Form 10-QSB for the Quarter Ended December 31, 2006

 

PART I—FINANCIAL INFORMATION

  

     Item 1.

 

Condensed Consolidated Financial Statements

  

Condensed Consolidated Balance Sheets at December 31, 2006 (Unaudited) and June 30, 2006

   3

Condensed Consolidated Statements of Operations—For the Three Months Ended December 31, 2006 and 2005 (Unaudited)

   5

Condensed Consolidated Statements of Operations—For the Six Months Ended December 31, 2006 and 2005 (Unaudited)

   6

Condensed Consolidated Statements of Cash Flows—For the Six Months Ended December 31, 2006 and 2005 (Unaudited)

   7

Notes to Condensed Consolidated Financial Statements (Unaudited)

   8

     Item 2.

 

Management’s Discussion and Analysis or Plan of Operation

   12

     Item 3.

 

Controls and Procedures

   16

PART II—OTHER INFORMATION

  

     Item 1.

 

Legal proceedings

   17

     Item 2.

 

Unregistered Shares of Equity Securities and Use of Proceeds—None

  

     Item 3.

 

Defaults Upon Senior Securities

   17

     Item 4.

 

Submission of Matters to a Vote of Security Holders—None

  

     Item 5.

 

Other Information—None

  

     Item 6.

 

Exhibits

   17

Signatures

   18

Exhibit 31—Certification of Chief Executive Officer and Treasurer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

   19

Exhibit 32—Certification 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   21

 

2


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PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

 

     December 31,
2006
   June 30,
2006
     (Unaudited)     

CURRENT ASSETS

     

Cash and cash equivalents

   $ 189,645    $ 26,558

Trade receivables, net

     169,592      111,217

Advance to shareholder

     —        9,000

Income tax refund claims receivable

     5,342      29,197

Inventories:

     

Finished goods

     19,986      71,631

Goods in process

     7,842      4,515

Raw materials

     42,027      37,202

Packaging materials

     117,455      80,675

Prepaid expenses

     5,063      12,446

Deferred income taxes

     3,781      16,051
             

Total current assets

     560,733      398,492

PROPERTY AND EQUIPMENT—NET

     320,548      349,301
             

TOTAL ASSETS

   $ 881,281    $ 747,793
             

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

3


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CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

    

December 31,

2006

   

June 30,

2006

 
     (Unaudited)        

CURRENT LIABILITIES

    

Current maturities of forgivable loan—bank

   $ 5,000     $ 5,000  

Accounts payable

     112,151       61,515  

Accrued expenses

     13,145       17,070  

Income taxes payable

     13,181       —    

Deferred income

     1,299       1,299  
                

Total current liabilities

     144,776       84,884  
                

LONG-TERM LIABILITIES

    

Deferred income

     7,402       3,052  

Deferred income taxes

     18,457       18,953  

Forgivable loan—bank, less current maturities

     10,000       15,000  
                

Total long-term liabilities

     35,859       37,005  
                

Total liabilities

     180,635       121,889  
                

STOCKHOLDERS’ EQUITY

    

Capital stock issued and outstanding:

    

Prior cumulative preferred stock, $5 par value:

    

Series A (liquidation preference $1,965,500 and $1,950,000 respectively)

     500,000       500,000  

Series B (liquidation preference $1,920,000 and $1,905,000 respectively)

     500,000       500,000  

Cumulative preferred stock, $20 par value

    

Series A (liquidation preference $4,521,671 and $4,492,405 respectively)

     1,170,660       1,170,660  

Series B (liquidation preference $736,891 and $732,121 respectively)

     190,780       190,780  

Common stock, $1 par value

     969,834       969,834  

Paid-in capital in excess of par

     3,134,722       3,134,722  

Accumulated deficit

     (5,765,350 )     (5,840,092 )
                

Total stockholders’ equity

     700,646       625,904  
                

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 881,281     $ 747,793  
                

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     Three Months Ended
December 31
 
     2006     2005  

NET SALES

   $ 1,187,403     $ 1,259,180  

COST OF SALES

     840,094       879,175  
                

Gross profit on sales

     347,309       380,005  
                

OPERATING EXPENSES

    

Selling expense

     110,400       112,827  

General and administrative expenses

     89,076       58,725  
                

Total operating expenses

     199,476       171,552  
                

Income from operations

     147,833       208,453  

OTHER INCOME (EXPENSE)

     (2,215 )     (2,974 )
                

Net income before income taxes

     145,618       205,479  

PROVISION FOR INCOME TAXES

     38,434       49,042  
                

NET INCOME

     107,184       156,437  

Preferred dividends

     (32,018 )     (32,018 )
                

Net income applicable to common stockholders

   $ 75,166     $ 124,419  
                

NET INCOME PER SHARE OF COMMON STOCK—BASIC

   $ .08     $ .13  
                

NET INCOME PER SHARE OF COMMON STOCK—DILUTED

   $ .05     $ .08  
                

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

5


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CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     Six Months Ended
December 31
 
     2006     2005  

NET SALES

   $ 1,646,902     $ 1,682,129  

COST OF SALES

     1,173,503       1,249,175  
                

Gross profit on sales

     473,399       432,954  
                

OPERATING EXPENSES

    

Selling expense

     164,813       167,912  

General and administrative expenses

     206,426       148,057  
                

Total operating expenses

     371,239       315,969  
                

Income from operations

     102,160       116,985  

OTHER INCOME (EXPENSE)

     (2,463 )     (3,140 )
                

Net income before income taxes

     99,697       113,845  

PROVISION FOR INCOME TAXES

     24,955       27,267  
                

NET INCOME

     74,742       86,578  

Preferred dividends

     (64,036 )     (64,036 )
                

Net income applicable to common stockholders

   $ 10,706     $ 22,542  
                

NET INCOME PER SHARE OF COMMON STOCK—BASIC

   $ .01     $ .02  
                

NET INCOME PER SHARE OF COMMON STOCK—DILUTED

   $ .01     $ .02  
                

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

6


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CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Six Months Ended
December 31
 
     2006     2005  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 74,742     $ 86,578  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     28,753       30,667  

Provision for bad debts

     600       1,056  

Deferred income amortization

     (650 )     —    

Deferred income taxes

     11,774       —    

Effects of changes in operating assets and liabilities:

    

Trade receivables

     (58,975 )     46,334  

Income tax refund claims receivable

     23,855       18,425  

Inventories

     6,713       35,376  

Prepaid expenses

     7,383       (2,753 )

Accounts payable

     50,636       (43,867 )

Accrued expenses

     (3,925 )     (17,520 )

Income taxes payable

     13,181       25,767  
                

Net cash provided by operating activities

     154,087       180,063  
                

CASH FLOWS FROM INVESTING ACTIVITIES

    

Decrease in advance to officer

     9,000       —    

Purchases of equipment

     —         (18,552 )
                

Net cash provided by (used in) investing activities

     9,000       (18,552 )
                

NET INCREASE IN CASH AND CASH EQUIVALENTS

     163,087       161,511  

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

     26,558       60,805  
                

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 189,645     $ 222,316  
                

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    

Cash payments for:

    

Income taxes, net of (refunds)

   $ (23,855 )   $ (16,925 )
                

Interest

   $ 3,502     $ 3,216  
                

Non-cash transaction:

    

Reclass of forgivable loan to deferred income

   $ 5,000     $ 5,000  
                

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

7


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CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—GENERAL

The condensed consolidated balance sheet of Chase General Corporation (“Chase” or “we”, “us”, or “our”) at June 30, 2006 has been taken from audited consolidated financial statements at that date and condensed. The condensed consolidated financial statements as of and for the three months and six months ended December 31, 2006 and for the three months and six months ended December 31, 2005 are unaudited and reflect all normal and recurring accruals and adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, operating results and cash flows for the interim periods presented in this quarterly report. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in our Annual Report on Form 10-KSB for the year ended June 30, 2006. The results of operations for the three months and six months ended December 31, 2006 and cash flows for the six months ended December 31, 2006 are not necessarily indicative of the results for the entire fiscal year ending June 30, 2007. Where appropriate, items within the condensed consolidated financial statements have been reclassified from the previous periods’ presentation.

NOTE 2—NET INCOME PER SHARE

The basic income per share was computed on the weighted average of outstanding common shares as follows:

 

    

Three Months Ended

December 31

  

Six Months Ended

December 31

     2006    2005    2006    2005

Net income

   $ 107,184    $ 156,437    $ 74,742    $ 86,578
                           

Preferred dividend requirements:

           

6% Prior Cumulative Preferred, $5 par value

     15,000      15,000      30,000      30,000

5% Convertible Cumulative Preferred, $20 par value

     17,018      17,018      34,036      34,036
                           

Total dividend requirements

     32,018      32,018      64,036      64,036
                           

Net income common stockholders

   $ 75,166    $ 124,419    $ 10,706    $ 22,542
                           

Weighted average of outstanding common shares

     969,834      969,834      969,834      969,834
                           

Net income per share—basic

   $ .08    $ .13    $ .01    $ .02
                           

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2—NET INCOME PER SHARE (CONTINUED)

The diluted earnings per share was computed on the weighted average of outstanding common shares plus potential dilutive common shares as follows:

 

     Three Months Ended
December 31
   Six Months Ended
December 31
     2006    2005    2006    2005

Net income

   $ 107,184    $ 156,437    $ 74,742    $ 86,578
                           

Preferred dividend requirements:

           

6% Series Convertible

           

Series A

     —        —        15,000      15,000

Series B

     —        —        15,000      15,000

5% Series Convertible

           

Series A

     —        —        29,266      29,266

Series B

     —        —        4,770      4,770
                           

Total Dividend Requirements

     —        —        64,036      64,036
                           

Net Income Common Stockholders

     107,184      156,437      10,706      22,542
                           

Weighted average of outstanding common shares

     969,834      969,834      969,834      969,834

Dilutive effect of conversion:

           

6% Series Convertible

           

Series A

     400,000      400,000      —        —  

Series B

     375,000      375,000      —        —  

5% Series Convertible

           

Series A

     222,133      222,133      —        —  

Series B

     36,201      36,201      —        —  
                           

Weighted average of diluted outstanding common shares

     2,003,168      2,003,168      969,834      969,834
                           

Diluted Earnings Per Share

   $ .05    $ .08    $ .01    $ .02
                           

 

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Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2—NET LOSS PER SHARE (CONTINUED)

Cumulative Preferred Stock dividends in arrears at December 31, 2006 and 2005, totaled $6,732,122 and $6,604,050, respectively. Total dividends in arrears, on a per share basis, consist of the following at September 30:

 

     Six Months Ended
December 31
     2006    2005

6% Convertible

     

Series A

   $ 14    $ 14

Series B

     14      14

5% Convertible

     

Series A

     57      56

Series B

     57      56

Six percent convertible prior cumulative preferred stock may, upon thirty days prior notice, be redeemed by the Corporation at $5.25 a share plus unpaid accrued dividends to date of redemption. In the event of voluntary liquidation, holders of this stock are entitled to receive $5.25 per share plus accrued dividends. It may be exchanged for common stock at the option of the shareholders in the ratio of 4 common shares for one share of Series A and 3.75 common shares for one share of Series B.

The Company has the privilege of redemption of 5% convertible cumulative preferred stock at $21.00 a share plus unpaid accrued dividends. In the event of voluntary or involuntary liquidation, holders of this stock are entitled to receive $20.00 a share plus unpaid accrued dividends. It may be exchanged for common stock at the option of the shareholders, in the ratio of 3.795 common shares for one of preferred.

NOTE 3—FORGIVABLE LOAN AND DEFERRED INCOME

During 2004, the Company received a $25,000 economic development incentive from Buchanan County, which is a five year forgivable loan at a rate of $5,000 per year. The Nodaway Valley Bank has established an Irrevocable Standby Letter of Credit in the amount of $25,000 as collateral for this loan, with a maturity date of December 31, 2009. The Company has met the criteria of occupying a 20,000 square foot building and the criteria of creating a minimum of two new full-time equivalent jobs during the first year of operation in the new facility. In addition, the Company maintained 19 existing jobs the year thereafter and will be required to do so until the five year term has expired. Once the Company is no longer legally obligated to return the monies, the liability will be reclassified as deferred revenue and amortized into income over the life on the lease term of the new facility. As of December 31, 2006, $10,000 was reclassified to deferred revenue and $1,299 has been amortized into income.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4—NOTE PAYABLE—BANK

Effective June 3, 2006 the Company had a $250,000 line-of-credit agreement which expired on December 31, 2006. This line-of-credit agreement has not been renewed. The line-of-credit was collateralized by certain equipment and bears interest at an annual rate of 8%. At December 31, 2006 the outstanding balance on the line-of-credit was $-0-.

NOTE 5—LEGAL PROCEEDINGS

On December 16, 2005, a lawsuit was filed by 3600 S. Leonard Road, LLC., (the Plaintiff) against the Company in the Circuit Court of Buchanan County, Missouri. The Plaintiff alleged that the Company failed to honor certain sections of a lease agreement, for its former facility, entered into between the Plaintiff, as owner and landlord of the premises subject to the lease agreement, and the Company, as tenant to the premises. The Company filed a response with the Circuit Court denying all material allegations made by the Plaintiff, whom was seeking damages in an amount in excess of $200,000. The trial was held in January 2007, at which time, the Judge ruled in favor of the Company. The Plaintiff was awarded no damages.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.—MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section and other parts of this Report contain forward-looking statements that involve risks and uncertainties. The Company’s actual results and the timing of certain events may differ significantly from the results and timing discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed or referred to in this report and in Item 6 of the Annual Report on Form 10-KSB for the year ended June 30, 2006.

The following discussion is intended to provide a better understanding of the significant changes in trends relating to Chase’s financial condition and results of operations. Management’s Discussion and Analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto.

OVERVIEW

Chase General is a holding company for its wholly-owned subsidiary, Dye Candy Company. This subsidiary is the main operating Company that is engaged in the manufacture of confectionery products which are sold primarily to wholesale houses, grocery accounts, vendors, and repackers. The subsidiary (Company) operates two divisions, Chase Candy products and seasonal candy products, which share a common labor force and utilize the same basic equipment and raw materials. Therefore, segment reporting for the two divisions is not maintained by Management.

RESULTS OF OPERATIONS

The following table sets forth certain items as a percentage of net sales and revenues for the periods presented:

 

     Three Months Ended
December 31
    Six Months Ended
December 31
 
     2006     2005     2006     2005  

Net sales

   100 %   100 %   100 %   100 %

Cost of sales

   71     70     71     74  
                        

Gross profit

   29     30     29     26  

Operating expenses

   17     14     23     19  
                        

Net income from operations

   12     16     6     7  

Net income before income taxes

   12     16     6     7  

Provision for income taxes

   3     4     2     2  
                        

Net income

   9 %   12 %   4 %   5 %
                        

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.—MANAGEMENT’S DISCUSSION AND ANALYSIS ON PLAN OF OPERATION (CONTINUED)

NET SALES

Net sales decreased $71,777 or 6% for the three months ended December 31, 2006 to $1,187,403 compared to $1,259,180 for the three months ended December 31, 2005. Gross sales for Chase Candy decreased $36,236 to $385,839 for the three months ended December 31, 2006 compared to $422,075 for 2005. Gross sales for seasonal candy decreased $45,193 to $809,346 for the three months ended December 31, 2006 compared to $854,539 for 2005.

Net sales decreased $35,227 or 2% for the six months ended December 31, 2006 to $1,646,902 compared to $1,682,129 for the six months ended December 31, 2005. Gross sales for Chase Candy decreased $75,263 to $752,476 for the six months ended December 31, 2006 compared to $827,739 for 2005. Gross sales for seasonal candy increased $29,874 to $911,183 for the six months ended December 31, 2006 compared to $881,309 for 2005.

The 6% decrease in net sales of $71,777 for the three month period ended December 31, 2006, over the same period ended December 31, 2005, is primarily due to seasonal candy customers ordered earlier this year, which was reflected in the previous quarter. The Chase sales decrease of $36,236 was due to a customer ordering the 12 count packaging product rather than 24 count packaging to date. Year to date net sales had a slight decrease of 2% without any loss of significant customers.

COST OF SALES

The cost of sales decreased $39,081 to $840,094 increasing to 71% of related revenues for the three months ended December 31, 2006, compared to $879,175 or 70% of related revenues for the three months ended December 31, 2005. The cost of sales decreased $75,672 to $1,173,503 decreasing to 71% of related revenues for the six months ended December 31, 2006, compared to $1,249,175 or 74% of related revenues for the six months ended December 31, 2006.

This dollar decrease in cost of sales included 5% or $32,486 in direct materials and labor costs for the three months ended December 31, 2006 to $669,623 as compared to $702,109 for the three months ended December 31, 2005. The Company decreased finished goods inventory for the three months ended December 31, 2006 to $19,986 or 72% of the June 30, 2006 finished goods inventory of $71,631 due to the end of the Company’s busy season. Raw material inventory of $42,027 and packaging materials inventory of $117,455 is 35% higher than the June 30, 2006 inventories of $37,202 raw material and $80,675 packaging as a result of purchasing inventory at competitive prices but not all of this inventory was used during the second quarter ending December 31, 2006. Included in the cost of sales are labor costs for the three months ended December 31, 2006 that decreased 19% or $23,469 to $99,356 as compared to $122,825 for the three months ended December 31, 2005. This decrease is a result of using the same personnel for the second busy season in the new facility and not needing to hire temporary personnel.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.—MANAGEMENT’S DISCUSSION AND ANALYSIS ON PLAN OF OPERATION (CONTINUED)

SELLING EXPENSES

Selling expenses for the three months ended December 31, 2006 decreased $2,427 to $110,400, which is 9% of sales, compared to $112,827 or 9% of sales for the three months ended December 31, 2005. Selling expenses for the six months ended December 31, 2006 decreased $3,099 to $164,813, which is 10% of sales, compared to $167,912 or 10% of sales for the six months ended December 31, 2005. No significant change in selling expenses was expected due to the fact that there have been no significant changes in the nature of operations and management’s efforts to control these costs.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ended December 31, 2006 increased $30,351 to $89,076, and increased to 8% of sales, compared to $58,725 or 5% of sales for the three months ended December 31, 2005. General and administrative expenses for the six months ended December 31, 2006 increased $55,270 to $206,426, and increased to 13% of sales, compared to $148,057 or 9% of sales for the six months ended December 31, 2006. The increase in costs is due to increased professional fees of $57,652, of which, $53,000 is in connection with legal proceedings (see Note 5).

OTHER INCOME (EXPENSE)

Other income and expense decreased by $759 for the three months ended December 31, 2006 to $(2,215), compared to $(2,974) for the three months ended December 31, 2006. Other income and expense decreased by $677 for the six months ended December 31, 2006 to $(2,463), compared to $(3,140) for the six months ended December 31, 2005. This was primarily due to an increase in miscellaneous income of $963.

PROVISION FOR INCOME TAXES

The Company recorded a tax provision for the three months ended December 31, 2006 of $38,434 as compared to $49,042 for the three months ended December 31, 2005. The Company recorded a tax provision for the six months ended December 31, 2006 of $24,955 as compared to $27,267 for the six months ended December 31, 2005. The effective tax rate of 25% for the six months ended December 31, 2006 increased from 24% for the six months ended December 31, 2005.

NET INCOME

The Company reported a net income for the quarter ended December 31, 2006 of $107,184, compared to a net income of $156,437 for the quarter ended December 31, 2005. This decrease of $49,253 is explained above.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.—MANAGEMENT’S DISCUSSION AND ANALYSIS ON PLAN OF OPERATION (CONTINUED)

NET INCOME (CONTINUED)

The Company reported a net income for the six months ended December 31, 2006 of $74,742, compared to a net income of $86,578 for the six months ended September 30, 2005. This decrease of $11,836 is explained above.

PREFERRED DIVIDENDS

These amounts reflect additional preferred stock dividends in arrears for the three and six months ended December 31, 2006 and 2005, respectively, on the Company’s Series A and Series B $5 par value preferred stock and its Series A and Series B $20 par value preferred stock.

NET INCOME APPLICABLE TO COMMON STOCKHOLDERS

Net income applicable to common stockholders for the three months ended December 31, 2006 was $75,166 which is a decrease of $49,253 as compared to the three months ended December 31, 2005 of $124,419.

Net income applicable to common stockholders for the six months ended December 31, 2006 was $10,706 which is a decrease of $11,836 as compared to the six months ended December 31, 2005 of $22,542. These items are explained above.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased $163,087 to $189,645 at December 31, 2006 from $26,558 at June 30, 2006. To date, there are no material commitments by the Company for capital expenditures. At December 31, 2006, the Company’s accumulated deficit was $5,765,350, compared to accumulated deficit of $5,840,092 as of June 30, 2006. Working capital as of December 31, 2006 increased 33% to $415,957 from $313,608 as of June 30, 2006.

In order to maintain funds to finance operations and meet debt obligations, it is the intention of management to continue its efforts to expand the present market area and increase sales to its existing customers. Management also intends to continue tight control on all expenditures.

There has been no material impact from inflation and changing prices on net sales or on income from continuing operations for the last three months.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 3.—CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Table of Contents

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

On December 16, 2005, a lawsuit was filed by 3600 S. Leonard Road, LLC., (the Plaintiff) against the Company in the Circuit Court of Buchanan County, Missouri. The Plaintiff alleged that the Company failed to honor certain sections of a lease agreement, for its former facility, entered into between the Plaintiff, as owner and landlord of the premises subject to the lease agreement, and the Company, as tenant to the premises. The Company filed a response with the Circuit Court denying all material allegations made by the Plaintiff, whom was seeking damages in an amount in excess of $200,000. The trial was held in January 2007, at which time, the Judge ruled in favor of the Company. The Plaintiff was awarded no damages.

The Company is not subject to any other material pending or threatened litigation.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

  a. None

 

  b. The total cumulative preferred stock dividends contingency at December 31, 2006 is $6,732,122.

 

ITEM 6. EXHIBITS

Exhibits.

 

  31 Certification of Chief Executive Officer and Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

  32 Certification of Chief Executive Officer and Treasurer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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Table of Contents

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.

CHASE GENERAL CORPORATION

Registrant

 

Dated: February 12, 2007

  By:  

/s/ Barry M. Yantis

      Barry M. Yantis
      President, Chief Executive Officer,
      Treasurer and Chairman of the Board

 

18

EX-31 2 dex31.htm SECTION 302 CEO CERTIFICATION Section 302 CEO Certification

Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND TREASURER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Barry M. Yantis, certify that:

 

  1. I have reviewed this quarterly report on Form 10-QSB of Chase General Corporation (the

“Company”); for the quarter ended December 31, 2006.

 

  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 quarterly 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) 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 Company, 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 Company’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 Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

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Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND TREASURER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

  5. I am the certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Company’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 Company’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.

Dated: February 12, 2007

By:  

/s/ Barry M. Yantis

  Barry M. Yantis
  President, Chief Executive Officer,
  Treasurer and Chairman of the Board

 

20

EX-32 3 dex32.htm SECTION 906 CEO CERTIFICATION Section 906 CEO Certification

Exhibit 32

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Chase General Corporation (the “Company”) on Form 10-QSB for the quarterly period ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Barry M. Yantis, President and Chief Executive Officer of Chase General Corporation, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

  (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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Barry M. Yantis

Barry M. Yantis
President and Chief Executive Officer
Treasurer and Chairman of the Board

Dated: February 12, 2007

 

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