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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2011
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
        
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   (IRS Employer Identification No.)  
  incorporation or organization)      
         
    1307 South 59th, St. Joseph, Missouri 64507    
   
(Address of principal executive offices, Zip Code)
   
         
    (816) 279-1625    
   
(Issuer’s telephone number, including area code)
   
         
    NONE    
    (Former name, former address and former fiscal year, if changed since last report)  
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12, 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 o

Indicate by check mark whether the registrant (1) has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
     
Non-accelerated filer   o   (Do not check if a smaller reporting company)    Smaller reporting company x
         
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)  Yes  o     No  x

As of  January 31, 2011, there were 969,834 shares of common stock, $1.00 par value, outstanding.

 
 

 
 
Table of Contents

 
CHASE GENERAL CORPORATION AND SUBSIDIARY
Quarterly Report on Form 10-Q
For the Three Months Ended December 31, 2011

TABLE OF CONTENTS

 
 PART I. FINANCIAL INFORMATION  
       
Item 1. Condensed Consolidated Financial Statements    
       
  Condensed Consolidated Balance Sheets as of December 31, 2011 (Unaudited) and June 30, 2011 3
       
  Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2011 and 2010 (Unaudited)  5
       
  Condensed Consolidated Statements of Operations for the Six Months Ended December 31, 2011 and 2010 (Unaudited)  6
       
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2011 and 2010 (Unaudited)  7
       
  Notes to Condensed Consolidated Financial Statements (Unaudited)  8
       
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations  11
       
Item 3. Quantitative and Qualitative Disclosures About Market Risk  15
       
Item 4. Controls and Procedures  15
       
PART II. OTHER INFORMATION    
       
Item 1. Legal Proceedings    16
       
Item 1A. Risk Factors    16
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  16
       
Item 3. Defaults Upon Senior Securities    16
       
Item 4. [Reserved]    16
       
Item 5. Other Information    16
       
Item 6. Exhibits   16
       
SIGNATURES    17
 
 
2

 
 
PART I. FINANCIAL INFORMATION
 
             
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
       
             
CHASE GENERAL CORPORATION AND SUBSIDIARY
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
             
ASSETS
 
             
   
December 31,
   
June 30,
 
   
2011
   
2011
 
   
(Unaudited)
   
(Audited)
 
CURRENT ASSETS
           
             
Cash and cash equivalents
  $ 227,385     $ 18,772  
Trade receivables, net of allowance for doubtful
               
accounts, of $15,983 and $15,383, respectively
    184,036       161,670  
Inventories:
               
Finished goods
    85,426       263,934  
Goods in process
    11,082       3,275  
Raw materials
    110,554       88,490  
Packaging materials
    171,505       188,025  
Prepaid expenses
    21,876       5,047  
Deferred income taxes
    5,612       6,900  
                 
Total current assets
    817,476       736,113  
                 
PROPERTY AND EQUIPMENT - NET
    444,133       497,909  
                 
TOTAL ASSETS
  $ 1,261,609     $ 1,234,022  
                 
                 
                 
The accompanying notes are an integral part of the
 
condensed consolidated financial statements.
 
 
 
3

 
 
CHASE GENERAL CORPORATION AND SUBSIDIARY
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
             
LIABILITIES AND STOCKHOLDERS' EQUITY
 
             
   
December 31,
   
June 30,
 
   
2011
   
2011
 
   
(Unaudited)
   
(Audited)
 
             
CURRENT LIABILITIES
           
             
Accounts payable
  $ 88,580     $ 104,796  
Current maturities of notes payable
    49,579       54,844  
Accrued expenses
    10,796       17,210  
Income taxes payable
    22,952       -  
Deferred income
    1,299       1,299  
                 
Total current liabilities
    173,206       178,149  
                 
LONG-TERM LIABILITIES
               
                 
Deferred income
    15,908       16,558  
Notes payable, less current maturities
    113,499       136,810  
Deferred income taxes
    92,004       100,219  
                 
Total long-term liabilities
    221,411       253,587  
                 
Total liabilities
    394,617       431,736  
                 
STOCKHOLDERS' EQUITY
               
                 
Capital stock issued and outstanding:
               
Prior cumulative preferred stock, $5 par value:
               
Series A (liquidation preference $2,115,000
               
and $2,100,000 respectively)
    500,000       500,000  
Series B (liquidation preference $2,070,000
               
and $2,055,000 respectively)
    500,000       500,000  
Cumulative preferred stock, $20 par value
               
Series A (liquidation preference $4,814,332
               
and $4,785,065 respectively)
    1,170,660       1,170,660  
Series B (liquidation preference $784,590
               
and $779,821 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
    (5,599,004 )     (5,663,710 )
                 
Total stockholders' equity
    866,992       802,286  
                 
TOTAL LIABILITIES AND
               
STOCKHOLDERS' EQUITY
  $ 1,261,609     $ 1,234,022  
                 
                 
                 
The accompanying notes are an integral part of the
 
condensed consolidated financial statements.
 
 
 
4

 
 
CHASE GENERAL CORPORATION AND SUBSIDIARY
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
             
(Unaudited)
 
             
   
Three Months Ended
 
   
December 31
 
   
2011
   
2010
 
             
NET SALES
  $ 1,218,132     $ 1,426,702  
                 
COST OF SALES
    861,942       984,747  
                 
Gross profit on sales
    356,190       441,955  
                 
OPERATING EXPENSES
               
                 
Selling
    141,699       150,046  
General and administrative
    90,305       76,942  
                 
Total operating expenses
    232,004       226,988  
                 
Income from operations
    124,186       214,967  
                 
OTHER INCOME (EXPENSE)
               
Miscellaneous income
    412       -  
Interest expense
    (3,711 )     (2,512 )
                 
Total other income (expense)
    (3,299 )     (2,512 )
                 
Net income before income taxes
    120,887       212,455  
                 
PROVISION FOR INCOME TAXES
    21,144       76,461  
                 
NET INCOME
    99,743       135,994  
                 
Preferred dividends
    (32,018 )     (32,018 )
                 
Net income applicable to common stockholders
  $ 67,725     $ 103,976  
                 
NET LOSS PER SHARE OF COMMON STOCK
               
- BASIC
  $ 0.07     $ 0.11  
                 
- DILUTED
  $ 0.03     $ 0.05  
                 
WEIGHTED AVERAGE SHARES OF COMMON
               
STOCK OUTSTANDING
    969,834       969,834  
                 
                 
                 
The accompanying notes are an integral part of the
 
condensed consolidated financial statements.
 
 
 
5

 
 
CHASE GENERAL CORPORATION AND SUBSIDIARY
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
             
(Unaudited)
 
             
   
Six Months Ended
 
   
December 31
 
   
2011
   
2010
 
             
NET SALES
  $ 2,124,061     $ 2,195,538  
                 
COST OF SALES
    1,575,502       1,502,367  
                 
Gross profit on sales
    548,559       693,171  
                 
OPERATING EXPENSES
               
                 
Selling
    240,721       230,971  
General and administrative
    219,679       197,269  
Gain on sale of equipment
    -       (500 )
                 
Total operating expenses
    460,400       427,740  
                 
Income from operations
    88,159       265,431  
                 
OTHER INCOME (EXPENSE)
               
Miscellaneous income
    776       -  
Interest expense
    (8,116 )     (4,908 )
                 
Total other income (expense)
    (7,340 )     (4,908 )
                 
Net income before income taxes
    80,819       260,523  
                 
PROVISION FOR INCOME TAXES
    16,113       85,155  
                 
NET INCOME
    64,706       175,368  
                 
Preferred dividends
    (64,036 )     (64,036 )
                 
Net income applicable to common stockholders
  $ 670     $ 111,332  
                 
NET INCOME PER SHARE OF COMMON
               
STOCK - BASIC
  $ -     $ 0.11  
                 
               - DILUTED
  $ -     $ 0.06  
                 
WEIGHTED AVERAGE SHARES OF COMMON
               
STOCK OUTSTANDING
    969,834       969,834  
                 
                 
                 
The accompanying notes are an integral part of the
 
condensed consolidated financial statements.
 
 
 
6

 
 
CHASE GENERAL CORPORATION AND SUBSIDIARY
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
             
(Unaudited)
 
             
   
Six Months Ended
 
   
December 31
 
   
2011
   
2010
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
  $ 64,706     $ 175,368  
Adjustments to reconcile net income to net cash used in
               
 operating activities:
               
Depreciation and amortization
    56,389       55,016  
Allowance for bad debts
    600       600  
Deferred income amortization
    (650 )     (650 )
Deferred income taxes
    (6,927 )     (8,718 )
Gain on sale of equipment
    -       (500 )
Effects of changes in operating assets and liabilities:
               
Trade receivables
    (22,966 )     (11,557 )
Inventories
    165,157       102,747  
Prepaid expenses
    (16,829 )     (16,580 )
Accounts payable
    (16,216 )     20,798  
Accrued expenses
    (6,414 )     (5,821 )
Income taxes payable
    22,952       93,676  
                 
Net cash provided by operating activities
    239,802       404,379  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from sale of equipment
    -       500  
Purchases of property and equipment
    (2,613 )     (10,786 )
                 
Net cash used in investing activities
    (2,613 )     (10,286 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from line-of-credit
    250,000       40,000  
Principal payments on line-of-credit
    (250,000 )     (40,000 )
Principal payments on notes payable
    (28,576 )     (32,288 )
                 
Net cash used in financing activities
    (28,576 )     (32,288 )
 
               
NET INCREASE IN CASH AND CASH EQUIVALENTS
    208,613       361,805  
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    18,772       106,508  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 227,385     $ 468,313  
                 
                 
                 
The accompanying notes are an integral part of the
 
condensed consolidated financial statements.
 
 
 
7

 
 
CHASE GENERAL CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


NOTE 1 - GENERAL

The condensed consolidated balance sheet of Chase General Corporation (hereinafter referred to as “Chase”, “we”, “our”, and “us”) at June 30, 2011 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, 2011 and for the three months and six months ended December 31, 2010 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-K for the year ended June 30, 2011.  The results of operations for the three and six months ended December 31, 2011 and cash flows for the six months ended December 31, 2011 are not necessarily indicative of the results for the entire fiscal year ending June 30, 2012.  Where appropriate, items within the condensed consolidated financial statements have been reclassified from the previous periods’ presentation.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present financial position, results of operations and cash flows for the periods have been included.

Management has performed an evaluation of events that have occurred subsequent to December 31, 2011, through the date of filing of this Form 10-Q.  There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the condensed consolidated financial statements as of or for the six month period ended December 31, 2011.


NOTE 2 - NET INCOME PER SHARE

The income per share was computed on the weighted average of outstanding common shares during the period.  Diluted earnings per share is calculated by including contingently issuable shares with the weighted average shares outstanding.
 
   
Three Months Ended
   
Six Months Ended
 
   
December 31
   
December 31
 
   
2011
   
2010
   
2011
   
2010
 
                         
Net income
  $ 99,743     $ 135,994     $ 64,706     $ 175,368  
                                 
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
  $ 67,725     $ 103,976     $ 670     $ 111,332  
                                 
Weighted average shares - basic
    969,834       969,834       969,834       969,834  
                                 
Dilutive effect of contingently issuable shares
    1,033,334       1,033,334       1,033,334       1,033,334  
                                 
Weighted average shares - diluted
    2,003,168       2,003,168       2,003,168       2,003,168  
                                 
Basic earnings per share
  $ .07     $ .11     $ .00     $ .11  
                                 
Diluted earnings per share
  $ .03     $ .05     $ .00     $ .06  
                                 
 
 
8

 

CHASE GENERAL CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 - NET INCOME PER SHARE (CONTINUED)

Cumulative Preferred Stock dividends in arrears at December 31, 2011 and 2010 totaled $7,372,482 and $7,244,410, respectively.  Total dividends in arrears, on a per share basis, consist of the following:
 
   
Six Months Ended
 
   
December 31
 
   
2011
   
2010
 
6% Convertible
           
Series A
  $ 16     $ 16  
Series B
    15       15  
                 
5% Convertible
               
Series A
    62       61  
Series B
    62       61  
 
The 6% 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 - NOTES PAYABLE

The Company’s long-term debt consists of:
       
December 31,
   
June 30,
 
Payee
 
Terms
 
2011
   
2011
 
                 
Nodaway Valley Bank
 
Line-of-credit agreement expiring on
  -     -  
   
January 3, 2013 with a variable interest rate
               
   
at prime, which was 5% at December 31,
               
   
2011. The line-of-credit is collateralized
               
   
by substantially all assets of the Company.
               
                     
Ford Credit
 
$679 monthly payments including interest
    34,638       38,713  
   
of 0%; final payment due March 2016,
               
   
secured by a vehicle.
               
                     
Ford Credit
 
$517 monthly payments including interest
    26,350       29,450  
   
of 0%; final payment due March 2016,
               
   
secured by a vehicle.
               
                     
Honda
 
$508 monthly payments including interest
    -       3,030  
   
of 1.9%; final payment was due December 15,
               
   
2011, secured by a vehicle.
               
 
 
9

 

CHASE GENERAL CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 - NOTES PAYABLE (CONTINUED)
 
       
December 31,
   
June 30,
 
Payee
 
Terms
 
2011
   
2011
 
                 
Nissan
 
$557 monthly payments including interest
    2,176       5,425  
   
of 3.9%; final payment due April 2012,
               
   
secured by a vehicle.
               
                     
Nodaway Valley Bank
 
$3,192 monthly payments including
    99,914       115,036  
   
interest of 6.25%; final payment
               
   
due June 2015, secured by certain equipment.
               
                     
   
Total
    163,078       191,654  
   
Less current portion
    49,579       54,844  
   
Long-term portion
  $ 113,499     $ 136,810  
Future minimum payments are:
                   
                     
   
2012
  $ 49,579          
   
2013
    49,529          
   
2014
    46,030          
   
2015
    14,350          
   
2016
    3,590          
                     
   
Total
  $ 163,078          
 
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 December 31, 2011, 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.


NOTE 5 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
 
Six Months Ended
 
 
December 31
 
 
2011
 
2010
 
Cash paid for:
           
Income taxes
  $ -     $ 197  
Interest
    8,116       6,024  
 
 
10

 
 
CHASE GENERAL CORPORATION AND SUBSIDIARY


ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Chase General Corporation (Chase) 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 division and Seasonal Candy division, 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.

The Company’s business, like that of many other confectionary product manufacturers, is seasonal.  Historically, the Company has realized more of its revenue and earnings in the fiscal second quarter, which includes the majority of the holiday shopping season, than in any other fiscal quarter.

RESULTS OF OPERATIONS - Three Months Ended December 31, 2011 Compared with Three Months Ended December 31, 2010 and Six Months Ended December 31, 2011 Compared with Six Months Ended December 31, 2010

The following management comments regarding Chase’s results of operations and outlook should be read in conjunction with the condensed consolidated financial statements included pursuant to Item 1 of the quarterly report.

The following table sets forth certain items as a percentage of net sales and revenues for the periods presented:
 
   
Three Months Ended
   
Six Months Ended
 
   
December 31
   
December 31
 
   
2011
   
2010
   
2011
   
2010
 
                         
Net sales
    100 %     100 %     100 %     100 %
                                 
Cost of sales
    71       69       74       68  
                                 
Gross profit
    29       31       26       32  
                                 
Operating expenses
    19       16       22       20  
Income from operations
    10       15       4       12  
Net income before income taxes
    10       15       4       12  
Provision for income taxes
    2       5       1       4  
                                 
Net income
    8 %     10 %     3 %     8 %
 
NET SALES

Net sales decreased $208,570 or 15% for the three months ended December 31, 2011 to $1,218,132 compared to $1,426,702 for the three months ended December 31, 2010.  Gross sales for Chase Candy decreased $474 to $442,176 for the three months ended December 31, 2011 compared to $442,650 for 2010.  Gross sales for Seasonal Candy decreased $209,015 to $802,019 for the three months ended December 31, 2011 compared to $1,011,034 for 2010.

The .1% decrease in gross sales of Chase Candy of $474 for the three months ended December 31, 2011 over the same period ended December 31, 2010, is primarily due to the net effect of increased sales of the Cherry Mash Bar to two customers of approximately $39,000 offset by decreases of sales of the 12/12oz. Mini Mash bag to one customer by approximately $40,000.  The 21% decrease in gross sales of Seasonal Candy of $209,015 for the three months ended December 31, 2011 over the same period ended December 31, 2010, is primarily due to decreased orders from two customer totaling approximately $196,000 versus second quarter a year ago due to timing of orders combined with approximately $13,000 of overall decreased orders from the three seasonal product categories of bulk, clamshell, and generic.

 
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CHASE GENERAL CORPORATION AND SUBSIDIARY


ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

NET SALES (CONTINUED)

Net sales decreased $71,477 or 3% for the six months ended December 31, 2011 to $2,124,061 compared to $2,195,538 for the six months ended December 31, 2010.  Gross sales for Chase Candy decreased $59,771 to $808,428 for the six months ended December 31, 2011 compared to $868,199 for 2010.  Gross sales for Seasonal Candy decreased $11,421 to $1,362,985 for the six months ended December 31, 2011 compared to $1,374,406 for 2010.

The 7% decrease in gross sales of Chase Candy of $59,771 for the six months ended December 31, 2011 over the same period ended December 31, 2010 is primarily due to the net effect of the following:  1) increased sales of Cherry Mash Bar of approximately $40,000 offset by; 2) decreased sales of the 12/12oz. Mini Mash bag to one customer by approximately $71,000 due to reduced distribution; 3) decreased sales of the 24/12oz. Mini Mash bag to another customer by approximately $25,000 due to the timing of Halloween orders and; 4) overall decreased sales to Cherry Mash Merchandisers of approximately $3,000.  The 1% decrease in gross sales of Seasonal Candy of $11,421 for the six months ended December 31, 2011 over the same period ended December 31, 2010, is primarily due to the net effect of  increased sales from two customers in the clamshell seasonal product category of approximately $66,000 offset by decreased sales from two customers in the bulk seasonal product category of approximately $69,000 and overall decreases in the generic seasonal product category of $7,000.

COST OF SALES

The cost of sales decreased $122,805 to $861,942 increasing to 71% of related revenues for the three months ended December 31, 2011, compared to $984,747 or 69% of related revenues for the three months ended December 31, 2010.

The 12% decrease in cost of sales of $122,805 is primarily due to the 15% decrease in net sales of $208,570 offset by the raw material price increases in chocolate, peanuts, and sugar which were not passed along to customers.  Direct costs of goods for materials manufactured and net change in inventories for the three months ended December 31, 2011, decreased $71,255 or 11% to $566,243 as compared to $637,498 for the three months ended December 31, 2010.  Increases in chocolate prices were primarily caused by civil unrest in cocoa producing areas of West Africa where decreased supply lead to increased costs. Increases in the price of peanuts was primarily caused by a drought in Texas where decreased supply lead to increased costs.  Increases in the price of sugar were primarily caused by unintentional decreased production levels by sugar producers where decreased supply lead to increased costs.  Management does not anticipate the prices of these raw materials to return to previous levels in the near future.  Management is considering and evaluating the need to increase prices charged to customers for future sales.  Freight in/out for the three months ended December 31, 2011 increased $5,167 or 12% to $48,046 as compared to $42,879 for the three months ended December 31, 2010 primarily due to an increase in shipping rates.  Direct labor cost decreased $31,441 or 20% to $124,024 as compared to $155,465 for the three months ended December 31, 2010, which is primarily due to a decrease of 1,996 production hours worked for the three months ended December 31, 2011 of 8,096 production hours as compared to 10,092 production hours worked for the three months ended December 31, 2010.

The cost of sales increased $73,135 or 5% to $1,575,502 or 74% of related revenues for the six months ended December 31, 2011, compared to $1,502,367 or 68% of related revenues for the six months ended December 31, 2010.
 
 
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CHASE GENERAL CORPORATION AND SUBSIDIARY


ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

COST OF SALES (CONTINUED)

The 5% increase in cost of sales of $73,135 is primarily due to the 3% decrease in net sales of $71,477 offset by the raw material price increases in chocolate, peanuts, and sugar which were not passed along to customers.  Direct costs of goods for materials manufactured and net change in inventories for the six months ended December 31, 2011, increased $135,852 or 16% to $961,571 as compared to $825,719 for the six months ended December 31, 2010.  Increased chocolate prices were primarily caused by civil unrest in cocoa producing areas of West Africa where decreased supply lead to increased costs.  Increases in the price of peanuts was primarily caused by a drought in Texas where decreased supply lead to increased costs.  Increases in the price of sugar were primarily caused by unintentional decreased production levels where decreased supply lead to increased costs.  Management does not anticipate the prices of these raw materials to return to previous levels in the near future.  Management is considering and evaluating the need to increase prices charged to customers for future sales.  Freight in/out for the six months ended December 31, 2011 increased $5,684 or 6% to $102,768 as compared to $97,084 for the six months ended December 31, 2010 primarily due to an increase in shipping rates.  Direct labor cost decreased $46,798 or 17% to $233,053 as compared to $279,851 for the six months ended December, 2010, which is primarily due to a decrease of 2,124 production hours worked for the six months ended December 31, 2011 of 15,503 production hours compared to 17,627 production hours worked for the six months ended December 31, 2010.

The Company decreased total inventory $165,157 or 30% to $378,567 at December 31, 2011 from $543,724 at June 30, 2011 due to the Company’s busy season coming to an end.  The Company decreased finished goods inventory 68% at December 31, 2011 to $85,426 from June 30, 2011 of $263,934.  The Company increased goods in process inventory 238% at December 31, 2011 to $11,082 from June 30, 2011 of $3,275.  The Company increased raw materials inventory 25% at December 31, 2011 to $110,554 from June 30, 2011 of $88,490.  The increase in raw materials inventory was primarily due to price increases in chocolate, peanuts, and sugar.  The Company decreased packaging materials inventory 9% at December 31, 2011 to $171,505 from June 30, 2011 of $188,025.

SELLING EXPENSES

Selling expenses for the three months ended December 31, 2011 decreased $8,347 to $141,699, which is 12% of net sales, compared to $150,046 or 11% of net sales for the three months ended December 31, 2010.

The decrease of $8,347 or 6% in selling expenses for the three months ended December 31, 2011 is primarily due to lower commissions and premium promotions being paid, and sample costs for the period as sales volume decreased 15% during the same period.  Commissions and premium promotions, and sample costs decreased $11,393 to $91,826 for this period from $103,219 for the three months ended December 31, 2010.

Selling expenses for the six months ended December 31, 2011 increased $9,750 to $240,721, which is 11% of net sales, compared to $230,971 or 11% of net sales for the six months ended December 31, 2010.

The increase of $9,750 or 4% in selling expenses for the six months ended December 31, 2011 is primarily due to higher commissions and premium promotions being paid, and sample costs for the period in an effort to increase sales volume.  Commissions and premium promotions, and sample costs increased $4,399 to $145,374 for this period from $140,975 for the six months ended December 31, 2010.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ended December 31, 2011 increased $13,363 to $90,305 and increased to 7% of net sales, compared to $76,942 or 5% of net sales for the three months ended December 31, 2010.  These increased costs are primarily reflected in insurance expense, professional fees, general taxes and licenses and office salaries.

General and administrative expenses for the six months ended December 31, 2011 increased $22,410 to $219,679 and increased to 10% of net sales, compared to $197,269 or 9% of net sales for the six months ended December 31, 2010.  These increased costs are primarily reflected in insurance expense, professional fees, general taxes and licenses and office salaries.
 
 
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CHASE GENERAL CORPORATION AND SUBSIDIARY


ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

OTHER INCOME (EXPENSE)

Other income and (expense) increased by $787 for the three months ended December 31, 2011 to $(3,299), compared to $(2,512) for the three months ended December 31, 2010 primarily due to an increase in interest expenses.

Other income and (expense) increased by $2,432 for the six months ended December 31, 2011 to $(7,340), compared to $(4,908) for the six months ended December 31, 2010 primarily due to an increase in interest expenses.

PROVISION FOR INCOME TAXES

The Company recorded a tax provision for the three months ended December 31, 2011 of $21,144 as compared to a tax provision of $76,461 for the three months ended December 31, 2010.  The Company recorded a tax provision for the six months ended December 31, 2011 of $16,113 as compared to a tax provision of $85,155 for the six months ended December 31, 2010.  The net tax expense recorded for the three and six months ended December 31, 2011 and 2010 is primarily due to recognizing taxes related to current profitable operations.  The reduction in tax rates from the six months ended December 31, 2010 to the six months ended December 31, 2011 is caused by less income taxed in the higher tax brackets.

NET INCOME

The Company reported a net income for the three months ended December 31, 2011 of $99,743, compared to net income of $135,994 for the three months ended December 31, 2010.  This decrease of $36,251 is explained above.

The Company reported a net income for the six months ended December 31, 2011 of $64,706, compared to net income of $175,368 for the three months ended December 31, 2010.  This decrease of $110,662 is explained above.

PREFERRED DIVIDENDS

These amounts reflect additional preferred stock dividends in arrears for the three and six months ended December 31, 2011 and 2010, 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, 2011 was $67,725 which is a decrease of $36,251 as compared to the net income for the three months ended December 31, 2010 of $103,976.

Net income applicable to common stockholders for the six months ended December 31, 2011 was $670 which is a decrease of $110,662 as compared to the net income for the six months ended December 31, 2010 of $111,332.

LIQUIDITY AND CAPITAL RESOURCES

The table below presents the summary of cash flow for the fiscal period indicated.
 
  2011     2010   
               
Net cash provided by operating activities 239,802     404,379  
Net cash used in investing activities  $ (2,613   (10,286
Net cash used in financing activities (28,576   (32,288
 
 
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CHASE GENERAL CORPORATION AND SUBSIDIARY


ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The $2,613 of cash used in investing activities was the result of capital expenditures.  Management has no material commitments for capital expenditures during the remainder of fiscal 2012.  The $28,576 of cash used in financing activities was for principal payments on equipment and vehicle loans.  Management believes projected cash flow from operations, combined with its existing cash balances, will be sufficient to meet its funding requirements for the foreseeable future.  The Company has $250,000 remaining on its bank line-of-credit, which could be utilized to help fund any working capital requirements.

Management believes that inflation will have only a minimal effect on future operations since such effects will be offset by sales price increases, which are not expected to have a significant effect upon demand.

Forward-Looking Information

This report, as well as our other reports filed with the Securities and Exchange Commission (“SEC”), contains forward-looking statements made pursuant to the safe harbor provisions of The Private Securities Litigation Reform Act of 1995.  The words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “forecast,” “may,” “will,” “should,” “continue,” “predict” and similar expressions are intended to identify forward-looking statements.  This report contains forward-looking statements regarding, among other topics, our expected financial position, results of operations, cash flows, strategy, and management’s plans and objectives.  Accordingly, these forward-looking statements are based on assumptions about a number of important factors.  While we believe that our assumptions about such factors are reasonable, such factors involve risks and uncertainties that could cause actual results to be different from what appear here.  These risk factors include:  the ability to adequately pass through customers unanticipated future increases in raw material costs, decreased demand for products, expected orders that do not occur, loss of key customers, the impact of competition and price erosion as well as supply and manufacturing constraints, and other risks and uncertainties.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this report will prove accurate, and our actual results may differ materially from these forward-looking statements.  We assume no obligation to update any forward-looking statements made herein.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a smaller reporting company.

ITEM 4. - CONTROLS AND PROCEDURES
 
(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.
 
 
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PART II.  OTHER INFORMATION
 
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 December 31, 2011 is $7,372,482.
     
ITEM 4. [RESERVED]
       
ITEM 5. OTHER INFORMATION
       
  a.
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 December 31, 2011, 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
 
 
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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 and Subsidiary
  (Registrant)
   
   
February 10, 2012 /s/ Barry M. Yantis  
Date Barry M. Yantis
 
Chairman of the Board, Chief Executive Officer and
 
Chief Financial Officer, President and Treasurer
 
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