UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended December 31, 20082009

 

¨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 CORPORATIONChase 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)

NONE

(Former name, former address and former fiscal year, if changed since last report)

 

 

CheckIndicate by check mark whether the issuerregistrant (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 pastpreceding 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 (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  ¨    No  ¨

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 ¨  Accelerated filer ¨
Non-accelerated filer ¨  (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  ¨    No  x

As of January 31, 2009,2010, there were 969,834 shares of common stock, $1$1.00 par value, issued and outstanding.

 

 

 


Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

INDEXQuarterly Report on Form 10-Q

For the Six Months Ended December 31, 2009

TABLE OF CONTENTS

 

PART I.FINANCIAL INFORMATION

  

Item 1.

  Condensed Consolidated Financial Statements  
  

Condensed Consolidated Balance Sheets as of December 31, 2008 (unaudited)2009 (Unaudited) and June 30, 20082009

  3
  

Condensed Consolidated Statements of Operations forFor the threeThree Months ended December 31, 2009 and 2008 and 2007 (unaudited)(Unaudited)

  5
  

Condensed Consolidated Statements of Operations forFor the sixSix Months ended December 31, 2009 and 2008 and 2007 (unaudited)(Unaudited)

  6
  

Condensed Consolidated Statements of Cash Flows For the six monthsSix Months ended December 31, 2009 and 2008 and 2007 (unaudited)(Unaudited)

  7
  

Condensed Notes to Condensed Consolidated Financial Statements (unaudited)(Unaudited)

  8

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  1314

Item 4T.

Controls and Procedures3.

  21
PART II.OTHER INFORMATIONQuantitative and Qualitative Disclosures About Market Risk
Item 1.Legal proceedings  22

Item 3.4T.

  Defaults Upon Senior SecuritiesControls and Procedures22
Item 6.Exhibits  22

PART II. OTHER INFORMATION

Item 1.

SIGNATURESLegal Proceedings  23

Item 1A.

Risk Factors23

Item 3.

Defaults Upon Senior Securities23

Item 4.

Submission of Matters to Vote of Security Holders23

Item 6.

Exhibits23
SIGNATURES24

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

 

  December 31,
2008
  June 30,
2008
  December 31,
2009
  June 30,
2009
  (Unaudited)  (Audited)  (Unaudited)  (Audited)

CURRENT ASSETS

        

Cash and cash equivalents

  $249,125  $24,828  $260,684  $28,771

Trade receivables, net

   150,919   211,932

Trade receivables, net (less allowance for doubtful accounts, December 31, 2009—$16,366 and June 30, 2009—$15,736)

   179,906   229,909

Inventories:

        

Finished goods

   22,742   72,651   65,858   119,116

Goods in process

   7,040   3,857   10,928   4,932

Raw materials

   81,609   56,346   74,902   69,960

Packaging materials

   184,300   170,276   175,665   172,764

Prepaid expenses

   3,321   6,146   98,779   16,858

Deferred income taxes

   2,205   8,890   3,600   4,626
            

Total current assets

   701,261   554,926   870,322   646,936

PROPERTY AND EQUIPMENT—NET

   299,925   274,024   293,462   328,482
      

OTHER ASSETS

    

Deferred income taxes - noncurrent

   —     12,024
      

TOTAL ASSETS

  $1,001,186  $840,974  $1,163,784  $975,418
            

The accompanying notes are an integral part of the

condensed consolidated financial statements.

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  December 31,
2008
 June 30,
2008
   December 31,
2009
 June 30,
2009
 
  (Unaudited) (Audited)   (Unaudited) (Audited) 

CURRENT LIABILITIES

      

Accounts payable

  $107,334  $84,879   $77,548   $158,570  

Current maturities of notes payable

   23,314   62,007    30,028    30,142  

Current maturities of forgivable loan—bank

   5,000   5,000 

Notes payable—stockholder

   —     140,000 

Accrued expenses

   10,756   17,582    11,503    15,487  

Deferred income

   1,299   1,299    1,299    1,299  

Accrued income taxes payable

   52,073   —   

Income taxes payable

   111,151    185  
              

Total current liabilities

   199,776   310,767    231,529    205,683  
              

LONG-TERM LIABILITIES

      

Deferred income

   14,805   10,454    18,506    19,155  

Forgivable loan—bank, less current maturities

   —     5,000 

Notes payable, less current maturities

   43,184   21,012    28,099    42,604  

Deferred income taxes

   6,011   —      18,231    21,986  
              

Total long-term liabilities

   64,000   36,466    64,836    83,745  
              

Total liabilities

   263,776   347,233    296,365    289,428  
              

STOCKHOLDERS’ EQUITY

      

Capital stock issued and outstanding:

      

Prior cumulative preferred stock, $5 par value:

      

Series A (liquidation preference $2,025,000 and $2,010,000 respectively)

   500,000   500,000 

Series B (liquidation preference $1,980,000 and $1,965,000 respectively)

   500,000   500,000 

Series A (liquidation preference $2,055,000 and $2,040,000 respectively)

   500,000    500,000  

Series B (liquidation preference $2,010,000 and $1,995,000 respectively)

   500,000    500,000  

Cumulative preferred stock, $20 par value

      

Series A (liquidation preference $4,638,735 and $4,609,469 respectively)

   1,170,660   1,170,660 

Series B (liquidation preference $755,971 and $751,201 respectively)

   190,780   190,780 

Series A (liquidation preference $4,697,267 and $4,668,001 respectively)

   1,170,660    1,170,660  

Series B (liquidation preference $765,511 and $760,741 respectively)

   190,780    190,780  

Common stock, $1 par value

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

Paid-in capital in excess of par

   3,134,722   3,134,722    3,134,722    3,134,722  

Accumulated deficit

   (5,728,586)  (5,972,255)   (5,598,577  (5,780,006
              

Total stockholders’ equity

   737,410   493,741    867,419    685,990  
              

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $1,001,186  $840,974   $1,163,784   $975,418  
              

The accompanying notes are an integral part of the

condensed consolidated financial statements.

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

  Three Months Ended
December 31
 
  Three Months Ended
December 31
   2009 2008 
  2008 2007 

NET SALES

  $1,470,385  $1,479,052   $1,281,122   $1,470,385  

COST OF SALES

   1,000,230   1,012,546    860,984    1,000,230  
              

Gross profit on sales

   470,155   466,506    420,138    470,155  
              

OPERATING EXPENSES

      

Selling

   157,008   143,353    135,456    157,008  

General and administrative

   74,237   67,253    79,235    74,237  

(Gain) on sale of equipment

   (5,252)  —      —      (5,252
              

Total operating expenses

   225,993   210,606    214,691    225,993  
              

Income from operations

   244,162   255,900    205,447    244,162  

OTHER INCOME (EXPENSE)

   (1,952)  (3,092)   (1,177  (1,952
              

Net income before income taxes

   242,210   252,808    204,270    242,210  

PROVISION FOR INCOME TAXES

   67,661   28,762    87,411    67,661  
              

NET INCOME

   174,549   224,046    116,859    174,549  

Preferred dividends

   (32,018)  (32,018)   (32,018  (32,018
              

Net income applicable to common stockholders

  $142,531  $192,028   $84,841   $142,531  
              

NET INCOME PER SHARE OF COMMON STOCK—

   

NET INCOME PER SHARE OF COMMON STOCK -

   

BASIC

  $.15  $.20   $.09   $.15  
              

DILUTED

  $.07  $.10   $.04   $.07  
              

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING

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

The accompanying notes are an integral part of the

condensed consolidated financial statements.

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

  Six Months Ended
December 31
 
  Six Months Ended
December 31
   2009 2008 
  2008 2007 

NET SALES

  $2,158,842  $1,882,480   $2,042,013   $2,158,842  

COST OF SALES

   1,428,501   1,311,056    1,348,647    1,428,501  
              

Gross profit on sales

   730,341   571,424    693,366    730,341  
              

OPERATING EXPENSES

      

Selling

   230,555   200,075    207,369    230,555  

General and administrative

   179,959   165,510    193,960    179,959  

(Gain) on sale of equipment

   (5,252)  —      —      (5,252
              

Total operating expenses

   405,262   365,585    401,329    405,262  
              

Income from operations

   325,079   205,839    292,037    325,079  

OTHER INCOME (EXPENSE)

   (4,617)  (4,074)   (1,986  (4,617
              

Net income before income taxes

   320,462   201,765    290,051    320,462  

PROVISION FOR INCOME TAXES

   76,793   25,030    108,622    76,793  
              

NET INCOME

   243,669   176,735    181,429    243,669  

Preferred dividends

   (64,036)  (64,036)   (64,036  (64,036
              

Net income applicable to common stockholders

  $179,633  $112,699   $117,393   $179,633  
              

NET INCOME PER SHARE OF COMMON STOCK—

   

NET INCOME PER SHARE OF COMMON STOCK -

   

BASIC

  $.19  $.12   $.12   $.19  
              

DILUTED

  $.09  $.06   $.06   $.09  
              

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING

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

The accompanying notes are an integral part of the

condensed consolidated financial statements.

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  Six Months Ended
December 31
   Six Months Ended
December 31
 
  2008 2007   2009 2008 

CASH FLOWS FROM OPERATING ACTIVITIES

      

Net income

  $243,669  $176,735   $181,429   $243,669  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

      

Depreciation and amortization

   34,040   29,330    37,594    34,040  

Provision for bad debts

   600   600 

Allowance for bad debts

   600    600  

Deferred income amortization

   (650)  (650)   (649  (650

Deferred income taxes

   24,720   22,901    (2,729  24,720  

(Gain) on sale of equipment

   (5,252)  —      —      (5,252

Effects of changes in operating assets and liabilities:

      

Trade receivables

   60,413   (11,092)   49,403    60,413  

Inventories

   7,439   (89,307)   39,419    7,439  

Prepaid expenses

   2,825   3,395    (81,921  2,825  

Accounts payable

   22,455   (48,914)   (81,022  22,455  

Accrued expenses

   (6,826)  (20,039)   (3,984  (6,826

Income taxes payable

   52,073   2,129    110,966    52,073  
              

Net cash provided by operating activities

   435,506   65,088    249,106    435,506  
              

CASH FLOWS FROM INVESTING ACTIVITIES

      

Proceeds from sale of equipment

   13,000   —      —      13,000  

Purchases of property and equipment

   (25,987)  (503)   (2,574  (25,987
              

Net cash (used in) investing activities

   (12,987)  (503)   (2,574  (12,987
              

CASH FLOWS FROM FINANCING ACTIVITIES

      

Proceeds from line-of-credit

   145,000   250,000    210,000    145,000  

Principal payments on line-of-credit

   (195,000)  (250,000)   (210,000  (195,000

Proceeds from notes payable—stockholder

   —     20,000 

Principal payments on notes payable—stockholder

   (140,000)  (65,000)   —      (140,000

Principal payments on vehicles notes payable

   (8,222)  —      (14,619  (8,222
              

Net cash (used in) financing activities

   (198,222)  (45,000)   (14,619  (198,222
              

NET INCREASE IN CASH AND CASH EQUIVALENTS

   224,297   19,585    231,913    224,297  

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

   24,828   22,232    28,771    24,828  
              

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $249,125  $41,817   $260,684   $249,125  
              

The accompanying notes are an integral part of the

condensed consolidated financial statements.

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - 1—GENERAL

The condensed consolidated balance sheet of Chase General Corporation (“Chase” or(hereinafter referred to as “Chase”, “we”, “us”“our”, or “our”and “us”) at June 30, 20082009 has been derivedtaken from audited consolidated financial statements at that date.date and condensed. The condensed consolidated financial statements as of and for the three months and six months ended December 31, 20082009 and for the three months and six months ended December 31, 20072008 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-KSB10-K for the year ended June 30, 2008.2009. The results of operations for the three months and six months ended December 31, 20082009 and cash flows for the six months ended December 31, 20082009 are not necessarily indicative of the results for the entire fiscal year ending June 30, 2009.2010. 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.

Pursuant to SFAS No. 168,“The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”, the FASB Accounting Standards Codification (“ASC”) (FASB ASC 105) became the sole source of authoritative U.S. GAAP for interim and annual periods ending after September 15, 2009, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. The Company adopted this standard during the first quarter of 2009. Reference to specific accounting standards in the footnotes to our consolidated financial statements have been changed to refer to the appropriate section of the ASC.

In June 2009, the FASB issued new guidance on the consolidation of variable interest entities (“VIE”) in response to concerns about the application of certain key provisions of pre-existing guidance, including those regarding the transparency of the involvement with a VIE. Specifically, this new guidance requires a qualitative approach to identifying a controlling financial interest in a VIE and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. In addition, this new guidance requires additional disclosures about the involvement with a VIE and any significant changes in risk exposure due to that involvement. This new guidance is effective for fiscal years beginning after November 15, 2009. We plan to adopt the new guidance in fiscal year 2011 and do not expect a material impact on our consolidated financial statements.

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 - 1—GENERAL(CONTINUED)

Management has performed an evaluation of events that have occurred subsequent to December 31, 2009, and as of February 11, 2010 (the date of filing of this Form 10-Q). There have been no other 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, 2009.

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. No computation was made on common stock equivalents outstanding for 2007 EPS because loss per share would be anti-dilutive.

 

  Three Months Ended
December 31
  Six Months Ended
December 31
  Three Months Ended
December 31
  Six Months Ended
December 31
  2009  2008  2009  2008
  2008  2007  2008  2007

Net income

  $174,549  $224,046  $243,669  $176,735  $116,859  $174,549  $181,429  $243,669
                        

Preferred dividend requirements:

                

6% Prior Cumulative Preferred, $5 par value

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

5% Convertible Cumulative Preferred, $20 par value

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

Total dividend requirements

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

Net income common stockholders

  $142,531  $192,028  $179,633  $112,699  $84,841  $142,531  $117,393  $179,633
                        
  Three Months Ended
December 31
  Six Months Ended
December 31
  2009  2008  2009  2008

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

  $.09  $.15  $.12  $.19
            

Diluted earnings per share

  $.04  $.07  $.06  $.09
            

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 2 - 2—NET INCOME PER SHARE (CONTINUED)

 

   Three Months Ended
December 31
  Six Months Ended
December 31
   2008  2007  2008  2007

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

  $.15  $.20  $.19  $.12
                

Diluted earnings per share

  $.07  $.10  $.09  $.06
                

Cumulative Preferred Stock dividends in arrears at December 31, 2009 and 2008, totaled $7,116,338 and 2007, totaled $6,988,266, and $6,860,194, respectively. Total dividends in arrears, on a per share basis, consist of the following at September 30:December 31:

 

  Six Months Ended
December 31
  Six Months Ended
December 31
  2009  2008
  2008  2007

6% Convertible

        

Series A

  $15  $15  $15  $15

Series B

   15   14   15   15

5% Convertible

        

Series A

   59   58   60   59

Series B

   59   58   60   59

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.

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 - 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 January 3, 2010. 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 for three years thereafter and will be required to do so untilduring the five year term has expired. Onceterm. Notice was received February 6, 2009 from the Buchanan County Commission, that the Company ishad fulfilled its minimum loan requirements so that the loan was forgiven in full with no further obligations. Since the Company was no longer legally entitledrequired to return the monies, the liability will bewas reclassified as deferred revenue and amortized into income over the life onof the lease term of the new facility. At December 31, 2008 and June 30, 2008,2009, a total of $20,000 and $15,000, respectively, had$25,000 has been reclassified to deferred revenue. Deferred revenue is recognized on a straight-line basis over the lease term of 20 years. During the six months ended December 31, 20082009 and 2007,2008, deferred revenue of $649 and $650, respectively, was amortized into income for each period.

NOTE 4 - NOTE PAYABLE - 4—NOTES PAYABLE—VEHICLES

The Company has threefour vehicle loans payable as follows:

 

1)$1,001 monthly payments, including interest of -0-%; final payment due March 2011, secured by a vehicle.

2)$573 monthly payments, including interest of 6.99%; final payment due July 2012, secured by a vehicle.

3)$508 monthly payments, including interest of 1.9%; final payments due January 2012, secured by a vehicle.

Future minimum payments are:

2009

  $23,314

2010

   23,863

2011

   15,386

2012

   3,935
    

Total

  $66,498
    

Payee

  

Terms

  December 31,
2009
  June 30,
2009
Ford Credit  $1,001 monthly payments including interest of 0%; final payment due March 2011, secured by a vehicle.  $15,006  $21,010
Ford Credit  $573 monthly payments including interest of 6.99%; final payment due July 2012, secured by a vehicle.   16,356   19,039
Honda  $508 monthly payments including interest of 1.9%; final payment due December 15, 2011, secured by a vehicle.   11,953   14,871
Nissan  $557 monthly payments including interest of 3.9%; final payment due April 2012, secured by a vehicle.   14,812   17,826
          
  Total   58,127   72,746
  Less current portion   30,028   30,142
          
  Long-term portion  $28,099  $42,604
          

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 5 - 4—NOTES PAYABLE - PAYABLE—VEHICLES (CONTINUED)

Future minimum payments are:

2010

  $30,028

2011

   24,639

2012

   3,460
    

Total

  $58,127
    

NOTE 5—NOTE PAYABLE—BANK

Effective July 1, 2008,June 30, 2009, the Company had a $250,000 line-of-credit agreement which expired on January 1, 2009. This3, 2010. The line-of-credit agreement was renewed on that date to extend until January 3, 20102011 with a variable interest rate at prime. The line-of-credit wasis collateralized by certain equipment. At December 31, 20082009 and June 30, 2008, the2009, there was no outstanding balance on the line-of-creditline-of-credit.

Management secured financing for $160,050 January 4, 2010, at which time, $63,780 was $-0-advanced on the loan. The loan, collateralized by equipment, carries an interest rate of 6.25% and $50,000, respectively.matures June 1, 2010.

NOTE 6 - NOTES PAYABLE - STOCKHOLDER

The Company borrowed $140,000, from a stockholder/officer during the fiscal year ending June 30, 2008, which was repaid by December 31, 2008. These unsecured loans had no maturity date and carried a 4.5% annual interest rate effective September 1, 2008.

NOTE 7 - 6—INCOME TAXES

The Company adoptedrecognition of income tax expense related to uncertain tax positions is determined under the provisions of Financial Accounting Standard Board Interpretation No. 48 (“FIN 48”)Accounting for Uncertainty in Income TaxesFASB ASCAn Interpretation of FASB No. 109 effective July 1, 2007, which clarified the accounting for uncertainty in tax positions.740-10. The Company had no unrecognized tax benefits as of the date of adoption, the income tax positions taken for open years are appropriately stated and supported for all open years, and the adoption of FIN 48 did not have a material effect on the Company’s consolidated financial statements.years.

As of June 30, 2008 and 2007,2009, the Company hadhas a net operating loss carryforward of approximately $170,706$4,512 and $203,000, respectively. However,unused contributions carryforward of $874 of which the Company’s profit for the six months ended December 31, 2008 and 2007, the Company’s profit2009 absorbed the available net operating loss carryforward so that no allowance has been recorded for this period. The deferred income taxes for the six months ended December 31, 2008 decreased $24,720 to $(3,806) compared to $20,914 at June 30, 2008.these amounts.

The net deferred tax assets (liability) are presented in the accompanying balance sheet as follows:

   December 31,
2008
  June 30,
2008

Current deferred tax asset

  $2,205  $8,890

Noncurrent deferred tax asset

   —     12,024

Long-term deferred tax liability

   (6,011)  —  
        

Net deferred tax assets (liability)

  $(3,806) $20,914
        

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 - 7—SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

  Three Months Ended
December 31
  Six Months Ended
December 31
  2008  2007  2009  2008

Cash paid for:

        

Interest

  $5,347  $5,312  $2,780  $5,347

Income taxes

   385   —  

Non-cash transaction:

        

Financing of new vehicles

   41,702   —  

Financing of new vehicle

   —     41,792

Reclass of forgivable loan to deferred income

   5,000   5,000   —     5,000

CHASE GENERAL CORPORATION AND SUBSIDIARY

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

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

OVERVIEW

Chase General Corporation (Chase)(“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.

RESULTS OF OPERATIONS - OPERATIONS—Three Months Ended December 31, 20082009 Compared with Three Months Ended December 31, 20072008 and Six Months Ended December 31, 20082009 Compared with Six Months Ended December 31, 20072008

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
December 31
 Six Months Ended
December 31
   Three Months Ended
December 31
 Six Months Ended
December 31
 
  2008 2007 2008 2007   2009 2008 2009 2008 

Net sales

  100% 100% 100% 100%  100 100 100 100

Cost of sales

  68  69  66  70   67   68   66   66  
             
             

Gross profit

  32  31  34  30   33   32   34   34  

Operating expenses

  15  14  19  19   17   15   20   19  
                          

Income from operations

  17  17  15  11   16   17   14   15  

Net income before income taxes

  17  17  15  11   16   17   14   15  

Provision for income taxes

  5  2  3  1   7   5   5   4  
                          

Net income

  12% 15% 12% 10%  9 12 9 11
                          

CHASE GENERAL CORPORATION AND SUBSIDIARY

 

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

ITEM 2.-MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

 

NET SALES

Net sales decreased $8,667$189,263 or 1%13% for the three months ended December 31, 20082009 to $1,470,385$1,281,122 compared to $1,479,052$1,470,385 for the three months ended December 31, 2007.2008. Gross sales for Chase Candy decreased $81,073$21,663 to $477,444$455,781 for the three months ended December 31, 20082009 compared to $396,371$477,444 for 2007.2008. Gross sales for Seasonal Candy decreased $86,052$175,451 to $1,008,205$832,754 for the three months ended December 31, 20082009 compared to $1,094,257$1,008,205 for 2007.2008.

Net sales increased $276,362decreased $116,829 or 15%5% for the six months ended December 31, 20082009 to $2,158,842$2,042,013 compared to $1,882,480$2,158,842 for the six months ended December 31, 2007.2008. Gross sales for Chase Candy increased $194,619decreased $26,891 to $924,717$897,826 for the six months ended December 31, 20082009 compared to $730,098$924,717 for 2007.2008. Gross sales for Seasonal Candy increased $87,434decreased $100,689 to $1,260,809$1,160,120 for the six months ended December 31, 20082009 compared to $1,173,375$1,260,809 for 2007.2008.

The 15% increase5% decrease in net sales of $276,362$116,829 for the six month period ended December 31, 2008,2009, over the same period ended December 31, 20072008, is primarily due to price increase inreduced orders from several customers and discontinuation of the Chase Candy line put into place in April and November of 2008 along with Cherry Mash Bar and Mini Mash sales increasing 61% over last year. In addition, Chase Candy line includes increases for new customer orders of $60,500.Limited Addition Tin. Additionally, during 2008, the Company increased pricing and was unable to do so in 2009. Certain Seasonal Candy customers placed orders earlier this year of approximately $85,000,$82,000, which are reflected in the prior quarter sales rather than in the current quarter. Seasonal sales from new business orders for the six months amounted towere reduced approximately $44,000$90,000 from loss of the $87,434 increase in neta customer as well as $27,000 sales along with an average 6.2% price increase.not repeated from last year by one customer.

COST OF SALES

The cost of sales decreased $12,316$139,246 to $860,984 decreasing to 67% of related revenues for the three months ended December 31, 2009, compared to $1,000,230 decreasing toor 68% of related revenues for the three months ended December 31, 2008, compared to $1,012,546 or 69% of related revenues for the three months ended December 31, 2007.2008. The cost of sales increased $117,445decreased $79,854 to $1,428,501 decreasing to$1,348,647 or 66% of related revenues for the six months ended December 31, 2008,2009, compared to $1,311,056$1,428,501 or 70%66% of related revenues for the six months ended December 31, 2007.

The decrease in cost of sales is a 1% decrease which is proportionate to the 1% decrease in net sales for the three months ended December 31, 2008 as reflected above. Direct costs of goods for materials manufactured and production labor force for the three months ended December 31, 2008 decreased $20,767 to $497,203 as compared to $517,970 for the three months ended December 31, 2007, which includes packaging materials decreasing $23,346 as a result of purchasing a new label machine to print labels in house.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

COST OF SALES (CONTINUED)

2008.

Direct costs of goods for materials manufactured and production labor force for the six months ended December 31, 2008, increased $59,5282009, decreased $78,804 to $1,004,382$925,578 as compared to $944,854$1,004,382 for the six months ended December 31, 2007,2008, which is a result of no raw material price increases for sugar - 4 cents per pound; peanuts 8 cents per pound andincreases. In addition, new transportation vendors were used, which resulted in a 4% raisedecrease of 13% in freight costs from $124,127 for the production labor force.six months ended December 31, 2008, to $108,329 for the six months ended December 31, 2009.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.-MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

COST OF SALES (CONTINUED)

The Company decreased finished goods inventory for the threesix months ended December 31, 20082009 to $22,742$65,858 or 69%45% from the June 30, 20082009 finished goods inventory of $72,651$119,116 due to the end of the Company’s busy season. Raw material inventory of $81,609$74,902 and packaging materials inventory of $184,300$175,665 is 17%3% higher than the June 30, 20082009 inventories of $56,346$69,960 raw material and $170,276$172,764 packaging materials as a result of purchasing inventory to take advantage of favorable pricing, but not all of this inventory was used during the second quarter ending December 31, 2008.2009.

SELLING EXPENSES

Selling expenses for the three months ended December 31, 2008 increased $13,6552009 decreased $21,552 to $157,008,$135,456, which is 10%11% of sales, compared to $143,353$157,008 or 10% of sales for the three months ended December 31, 2007.2008. Selling expenses for the six months ended December 31, 2008 increased $30,4802009 decreased $23,186 to $230,555,$207,369, which is 11%10% of sales, compared to $200,075$230,555 or 10%11% of sales for the six months ended December 31, 2007.2008.

The increasedecrease of $13,655$21,552 in selling expenses for the three months ended December 31, 20082009 is due to higherlower commissions and premium promotions being paid and sample costs for the period. Commissions and premium promotions, and sample costs increased 11%decreased 20% to $114,522$91,108 for this period from $103,393$114,522 for the three months ended December 31, 2007.2008.

The increasedecrease of $30,480$23,186 in selling expenses for the six months ended December 31, 20082009 is also due to higherlower commissions and premium promotions being paid as a result of increaseddecreased sales along with sample costs for this period. Commissions and premium promotions, and sample costs increased 23%decreased 18% to $150,597$123,594 for this period from $122,622$150,597 for the six months ended December 31, 2007.2008.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ended December 31, 20082009 increased $6,984$4,998 to $74,237,$79,235, and increased to 5%6% of sales, compared to $67,253$74,237 or 4%5% of sales for the three months ended December 31, 2007.2008. General and administrative expenses for the six months ended December 31, 20082009 increased $14,449$14,001 to $179,959,$193,960, and decreasedincreased to 8%10% of sales, compared to $165,510$179,959 or 9%8% of sales for the six months ended December 31, 2007.2008. The increased costs are primarily because of a $11,035$14,109 increase in costs updating Chase’s website.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

employee health and directors insurance.

OTHER INCOME (EXPENSE)

Other income and (expense) decreased by $1,140$775 for the three months ended December 31, 20082009 to $(1,952)$(1,177), compared to $(3,092)$(1,952) for the three months ended December 31, 2007.2008. Other income and expense increaseddecreased by $543$2,631 for the six months ended December 31, 2009 to $(1,986), compared to $(4,617) for the six months ended December 31, 2008 to $(4,617), compared to $(4,074) for the six months ended December 31, 2007. This was primarily due to an increasea decrease in interest expense.expenses.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.-MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

PROVISION FOR INCOME TAXES

The Company recorded a tax provision for the three months ended December 31, 20082009 of $67,661$87,411 as compared to $28,762$67,661 for the three months ended December 31, 2007.2008. The Company recorded a tax provisionexpense for the six months ended December 31, 20082009 of $76,793$108,622 as compared to $25,030the tax expense of $76,793 for the six months ended December 31, 2007.2008. The effectivenet tax rate of 16%expense recorded for the three and six months ended December 31, 2008 increased from 12%2009 is primarily due to recognizing taxes related to current profitable operations. The net tax expense recorded for the six months ended December 31, 2007. The Company had incurred losses for the past two years, which is not available to carry back to obtain previously paid income taxes. This loss can be fully utilized against taxable income for the six months ended December 31, 2008 which results in an effective tax rate of 16%. The net change in deferred taxes for the three months and six months ended December 31, 2008 was $(15,588) and $(24,720), respectively. There was no valuation allowance at December 31, 2008 or 2007, since the losses are fully utilized.primarily due to recognizing deferred taxes related to a carryover of operating losses.

NET INCOME

The Company reported a net income for the quarter ended December 31, 20082009 of $174,549,$116,859, compared to a net income of $224,046$174,549 for the quarter ended December 31, 2007.2008. This decrease of $49,497$57,690 is explained above.

The Company reported a net income for the six months ended December 31, 20082009 of $243,669,$181,429, compared to a net income of $176,735$243,669 for the six months ended December 31, 2007.2008. This increasedecrease of $66,934$62,240 is explained above.

PREFERRED DIVIDENDS

These amounts reflect additional preferred stock dividends in arrears for the three and six months ended December 31, 20082009 and 2007,2008, 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.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

NET INCOME APPLICABLE TO COMMON STOCKHOLDERS

Net income applicable to common stockholders for the three months ended December 31, 20082009 was $142,531,$84,841, which is a decrease of $49,497$57,690 as compared to the three months ended December 31, 20072008 of $192,028.$142,531.

Net income applicable to common stockholders for the six months ended December 31, 20082009 was $179,633$117,393 which is an increasea decrease of $66,934$62,240 as compared to the six months ended December 31, 20072008 of $112,699.$179,633. These items are explained above.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.-MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

The table below presents the summary of cash flow for the fiscal period indicated.

 

  2008 2007   2009 2008 

Net cash provided by operating activities

  $435,506  $65,088   $249,106   $435,506  

Net cash used in investing activities

  $(12,987) $(503)  $(2,574 $(12,987

Net cash used in financing activities

  $(198,222) $(45,000)  $(14,619 $(198,222

The $12,987$2,574 of cash used in investing activities was the result of capital expenditures. Management has an $18,000approximately $226,000 commitment for capital expenditures during the remainder of fiscal 2009. Management has secured financing for $160,050 effective January 4, 2010. The $198,222balance of the commitment will be paid with cash funds held by the Company.

The $14,619 of cash used in financing activities isincludes receipt of $145,000 proceeds$210,000 from theits line-of-credit, which has been paid in full as of December 31, 2009 and its payments on the vehicle loans, line-of-credit and stockholder loan.loans. Management believes that the projected cash flow from operations, combined with its existing cash balances, will be sufficient to meet its funding requirements for the foreseeable future. Chase does have $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.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

CRITICAL ACCOUNTING POLICIES

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these condensed consolidated financial statements include those assumed in computing the carrying value of equipment and allowance for doubtful accounts receivable.trade receivables. Accordingly, actual results could differ from those estimates. Any changes in estimates are recorded in the period in which they become known.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.-MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

CRITICAL ACCOUNTING POLICIES (CONTINUED)

Credit Risk

Financial instruments that potentially subject Chase to concentrations of credit risk consist principally of cash and accounts receivable. Chase grants unsecured credit to substantially all of its customers. Management does not believe that it is exposed to any extraordinary credit risk as a result of this policy. Chase deposits all monies at the Nodaway Valley Bank. These accounts are insured up to $250,000 by the Federal Deposit Insurance Corporation. Chase has not experienced any losses in such accounts. Management does not believe Chase is exposed to any significant credit risk with respect to its cash and cash equivalents.

Revenue Recognition

The Company recognizes revenues as product is shipped to the customers. Net sales are comprised of the total sales billed during the period including shipping and handling charges to customers, less the estimated returns, customer allowances and customer discounts.

Allowance for Doubtful Accounts

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of amounts that will not be collected. The allowance for doubtful accounts is based on management’s assessment of the collectibilitycollectability of specific customer accounts and the aging of the accounts receivable. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than the historical experience, management’s estimates of the recoverability of amounts due the Company could be adversely affected. All accounts or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts.

Inventories

Inventories are carried at the “lower of cost or market value” with cost being determined on the “first-in, first-out” basis of accounting. Finished goods and goods in process include a provision for manufacturing overhead.

CHASE GENERAL CORPORATION AND SUBSIDIARY

 

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

ITEM 2.-MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

 

CRITICAL ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Property and equipment is recorded at cost. The Company’s property and equipment are being depreciated on straight-line and accelerated methods over the following estimated useful lives:

 

Buildings

  39 years

Machinery and equipment

  5 – 7 years

Trucks and autos

  5 years

Office equipment

  5 – 7 years

Leasehold improvements

  Lesser of estimated
useful life or the

lease term

Cash Flows

For purposes of the statements of cash flows, Chase considers all short-term investments purchased with original maturity dates of three months or less to be cash equivalents.

New Accounting Pronouncements

Effective July 1, 2008, ChasePursuant to SFAS No. 168,“The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”, the FASB Accounting Standards Codification (“ASC”) (FASB ASC 105) became the sole source of authoritative U.S. GAAP for interim and annual periods ending after September 15, 2009, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. The Company adopted Statementthis standard during the first quarter of financial Accounting Standard No. 157 (“SFAS 157”),Fair Value Measurements, SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements.2009. The adoption of SFAS 157ASC 105 did not have any effect on Chase’s results of operations, financial condition and cash flows. The adoption impacted references to specific accounting standards in the footnotes to our consolidated financial statements which have been changed to refer to the appropriate section of the ASC.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.-MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

CRITICAL ACCOUNTING POLICIES (CONTINUED)

Effective July 1, 2008, Chase adopted FASB Statement of Financial Accounting Standard No. 159, (“SFAS 159”),The Fair Value Option for Financial Assets and Financial Liabilities(FASB ASC 825) – Including an amendment of FASBStatement of Financial Accounting Statement No. 115.115,Accounting for Certain Investments in Debt and Equity SecuritiesSFAS 159(FASB ASC 320).ASC 825 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings cause by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159ASC 825 is expected to expand the use of fair value measurement, which is consistent with the FASB’s long-term measurement objectives for accounting for financial instruments. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115,Accounting for Certain Investments in Debt and Equity Securities,ASC 320 applies to all entities with available-for-sale and trading securities. The adoption of SFAS 159ASC 825 did not have any effect on Chase’s results of operations, financial condition and cash flows.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

CRITICAL ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements (Continued)

In December 2007, the FASB issued SFAS No. 141(R),Business Combinations (“SFAS 141R”)(FASB ASC 805) and SFAS No. 160,Accounting and Reporting of Noncontrolling Interest in Consolidated Financial Statements(“SFAS 160”)FASB ASC 810). These statements significantly change the accounting for and reporting of business combinations and noncontrolling (minority) interests in consolidated financial statements. These statements will require noncontrolling interests to be reclassified to equity, consolidated net income to be adjusted to include net income attributed to the noncontrolling interest, and consolidated comprehensive income to be adjusted to include the comprehensive income attributed to the noncontrolling interest. SFAS 141RASC 805 and SFAS 160ASC 810 are required to be adopted simultaneously. SFAS 141ASC 805 is to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 14, 2008. SFAS 160ASC 810 is to be applied prospectively as of the beginning of the fiscal year in which it is initially adopted except for the presentation and disclosure requirements which will be applied retrospectively for all periods. Early adoption is prohibited. The Company is currently evaluating the impactadoption of adopting SFAS 141RASC 805 and SFAS 160ASC 810 did not have any effect on its consolidatedChase’s results of operations, financial statements.condition and cash flows.

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 2.-MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

CRITICAL ACCOUNTING POLICIES (CONTINUED)

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 DISCLSOURES ABOUT MARKET RISK

Not applicable to a smaller reporting company.

ITEM 4T.-CONTROLS AND PROCEDURES

CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 4T. - CONTROLS AND PROCEDURES

Evaluation of Disclosure 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 mended (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.

Change in Internal Controls

(b)Changes in Internal Control over Financial Reporting

There were no significant changes in Chase’s internal controlscontrol over financial reporting or in other factors that in management’s estimates are reasonably likely to materially affect Chase’s internal controlscontrol over financial reporting subsequent to the date of the evaluation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

 

a.None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 1. a.LEGAL PROCEEDINGS
None

 b.

a.      None

ITEM 1A.RISK FACTORS
Not applicable to a smaller reporting company.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES

a.      None

b.      The total cumulative preferred stock dividends contingency at December 31, 20082009 is $6,988,266.$7,116,338.

ITEM 6. EXHIBITS

ITEM 4. a.SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
Exhibits.

NoneITEM 6.EXHIBITS

a.      Exhibits.

Exhibit 31.1 

         Exhibit 31.1

Certification of Chief Executive Officer Certificationand 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

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)

(Registrant)
February 11, 2010

/s/ Barry M. Yantis

DateBy:Barry M. Yantis
President, Chief Executive Officer,
Treasurer and Chairman of the Board,
Date: February 12, 2009 Chief Executive Officer, President and Treasurer

 

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