U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
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x | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| | For the quarterly period endedJune 5, 2005 |
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o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
GLASSMASTER COMPANY
(Exact name of small business issuer as specified in its charter)
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South Carolina | | 0-2331 | | 57-0283724 |
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(State or other jurisdiction of | | (Commission | | (IRS Employer |
Incorporation of organization | | File Number) | | Identification No.) |
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PO Box 788, Lexington SC | | 29071 |
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(Address of principal executive offices) | | (Zip Code) |
Issuer’s Telephone Number, including area code: 803-359-2594
No Change
(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 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months YESx NOo |
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| (2) | | Has been subject to such filing requirements for the past 90 days YESx NOo |
Common shares outstanding June 5, 2005: 1,993,390 par value $0.03
GLASSMASTER COMPANY
FORM 10-QSB
FOR THE QUARTER ENDED June 5, 2005
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Part I. | | FINANCIAL INFORMATION | | PAGE |
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Item 1. | | Financial Statements | | | | |
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| | Consolidated Balance Sheets as of June 5, 2005 and August 31, 2004 (Unaudited) | | | 3 | |
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| | Consolidated Statements of Operations for the three months ended June 5, 2005 and May 30, 2004 (Unaudited) | | | 4 | |
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| | Consolidated Statements of Operations for the nine months ended June 5, 2005 and May 30, 2004 (Unaudited) | | | 5 | |
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| | Consolidated Statements of Cash Flows for the nine months ended June 5, 2005 and May 30, 2004 (Unaudited) | | | 6 | |
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| | Notes to Consolidated Financial Statements (Unaudited) | | | 7 | |
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Item 2. | | Management’s Discussion and Analysis | | | 10 | |
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Item 3. | | Controls and Procedures | | | 12 | |
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Part II. | | OTHER INFORMATION | | | | |
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Item 5. | | Other Information | | | 12 | |
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Item 6. | | Exhibits and Reports on Form 8-K | | | 12 | |
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SIGNATURES | | | 13 | |
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CERTIFICATIONS | | | 14 | |
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EXHIBITS | | | | |
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Exhibit 99.1 Certification of Periodic Report | | | 16 | |
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Glassmaster Company, Inc. and Subsidiary
Consolidated Balance Sheets
(In Thousands)
| | | | | | | | |
| | June 5, 2005 | | | August 31, 2004 | |
| | (Unaudited) | | | | | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and Cash Equivalents | | $ | 264 | | | $ | 131 | |
Accounts Receivable, Trade (net of reserve) | | | 3,076 | | | | 2,372 | |
Inventories (net of reserve) | | | 3,291 | | | | 2,902 | |
Prepaid Expenses & Other Current Assets | | | 244 | | | | 126 | |
Deferred Income Taxes | | | 45 | | | | 45 | |
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Total Current Assets | | | 6,920 | | | | 5,576 | |
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Property, Plant, and Equipment, net | | | 2,567 | | | | 2,829 | |
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Deferred Tax Assets | | | 1,368 | | | | 1,397 | |
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Other Assets | | | 0 | | | | 20 | |
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Total Assets | | $ | 10,855 | | | $ | 9,822 | |
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LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Revolving Lines of Credit | | $ | 3,146 | | | $ | 2,606 | |
Notes and Debentures Payable, current | | | 4,239 | | | | 1,050 | |
Accounts Payable | | | 1,980 | | | | 1,737 | |
Accrued Expenses | | | 189 | | | | 209 | |
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Total Current Liabilities | | | 9,554 | | | | 5,602 | |
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Other Liabilities | | | | | | | | |
Notes and Debentures payable, long term | | | 781 | | | | 4,137 | |
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Total Liabilities | | | 10,335 | | | | 9,739 | |
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Stockholders’ Equity | | | | | | | | |
Capital Stock, 5,000,000 shares authorized $0.03 Par, 1,993,390 shares issued and outstanding, 2005 1,643,390 shares issued and outstanding, 2004 | | $ | 60 | | | $ | 49 | |
Paid-In Capital | | | 1,707 | | | | 1,367 | |
Donated Capital | | | 124 | | | | 124 | |
Retained Deficit | | | (1,371 | ) | | | (1,457 | ) |
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Total Stockholder’s Equity | | | 520 | | | | 83 | |
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Total Liabilities and Stockholder’s Equity | | $ | 10,855 | | | $ | 9,822 | |
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See notes to consolidated financial statements (unaudited) which are an integral part of this statement.
3
Glassmaster Company, Inc. and Subsidiary
Consolidated Statements of Operations
(In thousands except per share amounts)(Unaudited)
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| | Three Months Ended | |
| | June 5, 2005 | | | May 30, 2004 | |
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Sales | | $ | 5,188 | | | $ | 4,317 | |
Cost of Sales | | | 4,419 | | | | 3,498 | |
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Gross Profit | | | 769 | | | | 819 | |
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Operating Expenses | | | | | | | | |
Marketing and Selling | | | 212 | | | | 173 | |
General and Administrative | | | 204 | | | | 259 | |
Other Income and Expense — Net | | | 133 | | | | 177 | |
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Total Operating Expenses | | | 549 | | | | 609 | |
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Income From Operations | | | 220 | | | | 210 | |
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Interest Expense | | | (178 | ) | | | (122 | ) |
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Income Before Income Taxes | | | 42 | | | | 88 | |
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Income Taxes | | | (29 | ) | | | 0 | |
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Net Income | | $ | 13 | | | $ | 88 | |
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Net Income per common share (Basic and Diluted) | | $ | 0.01 | | | $ | 0.05 | |
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Weighted Average Shares Outstanding | | | 1,672,511 | | | | 1,643,390 | |
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See notes to consolidated financial statements (unaudited) which are an integral part of this statement.
4
Glassmaster Company, Inc. and Subsidiary
Consolidated Statements of Operations
(In thousands except per share amounts)(Unaudited)
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| | Nine Months Ended | |
| | June 5, 2005 | | | May 30, 2004 | |
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Sales | | $ | 13,655 | | | $ | 11,783 | |
Cost of Sales | | | 11,424 | | | | 9,893 | |
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Gross Profit | | | 2,231 | | | | 1,890 | |
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Operating Expenses | | | | | | | | |
Marketing and Selling | | | 630 | | | | 497 | |
General and Administrative | | | 598 | | | | 613 | |
Other Income and Expense — Net | | | 421 | | | | 506 | |
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Total Operating Expenses | | | 1,649 | | | | 1,616 | |
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Income From Operations | | | 582 | | | | 274 | |
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Interest Expense | | | (465 | ) | | | (391 | ) |
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Income (Loss) Before Income Taxes | | | 117 | | | | (117 | ) |
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Income Taxes | | | (29 | ) | | | 0 | |
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Net Income (Loss) | | $ | 88 | | | $ | (117 | ) |
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Net Income (Loss) per common share (Basic and Diluted) | | $ | 0.05 | | | $ | (0.07 | ) |
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Weighted Average Shares Outstanding | | | 1,657,950 | | | | 1,643,390 | |
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See notes to consolidated financial statements (unaudited) which are an integral part of this statement.
5
Glassmaster Company, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(In Thousands)(Unaudited)
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| | Nine Months Ended | |
| | June 5, 2005 | | | May 30, 2004 | |
Cash Flows From Operations | | | | | | | | |
Net Income (Loss) | | $ | 88 | | | $ | (117 | ) |
Adjustments to reconcile Net Income (Loss) to Net Cash used by Operations: | | | | | | | | |
Depreciation | | | 321 | | | | 426 | |
Amortization | | | 23 | | | | 26 | |
Provision for Income Taxes | | | 29 | | | | 0 | |
Changes in Operating Assets & Liabilities: | | | | | | | | |
Accounts Receivable | | | (703 | ) | | | (671 | ) |
Inventories | | | (390 | ) | | | (86 | ) |
Prepaid Expenses & Other Current Assets | | | (117 | ) | | | (140 | ) |
Accounts Payable | | | 243 | | | | 337 | |
Accrued Expenses | | | (20 | ) | | | 22 | |
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Net Cash Used By Operating Activities | | | (526 | ) | | | (203 | ) |
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Cash Flows From Investing Activities | | | | | | | | |
Cash payments for the purchase of Fixed Assets | | | (58 | ) | | | (6 | ) |
Cash proceeds from sale of Other Assets | | | 15 | | | | 0 | |
Cash payments for Deferred Charges | | | (18 | ) | | | (13 | ) |
Cash Proceeds from the sale of Trading Securities | | | 0 | | | | 11 | |
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Net Cash Used By Investing Activities | | | (61 | ) | | | (8 | ) |
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Cash Flows From Financing Activities | | | | | | | | |
Proceeds from Sale of Common Stock | | | 200 | | | | 0 | |
Net Borrowings (Repayments) on Term Debt | | | (20 | ) | | | (112 | ) |
Net Borrowings (Repayments) on Lines of Credit | | | 540 | | | | 277 | |
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Net Cash Provided by Financing Activities | | | 720 | | | | 165 | |
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Net Increase (Decrease) In Cash | | | 133 | | | | (46 | ) |
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Cash and Cash Equivalents at beginning of period | | | 131 | | | | 132 | |
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Cash and Cash Equivalents at end of period | | $ | 264 | | | $ | 86 | |
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Supplemental Cash Flow Information | | | | | | | | |
Cash Paid For: | | | | | | | | |
Interest | | $ | 466 | | | $ | 387 | |
Non Cash Financing Activity: | | | | | | | | |
Conversion of Debt to Common Stock | | | 150 | | | | 0 | |
See notes to consolidated financial statements (unaudited) which are an integral part of this statement.
6
Glassmaster Company, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 – Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows have been included.
The consolidated financial statements for the quarters ended June 5, 2005 and May 30, 2004 and for the year ended August 31, 2004 include the accounts of Glassmaster Company, Inc. (“Glassmaster” or “the Company”) and its wholly owned subsidiary Glassmaster Controls Company, Inc. (“Controls”). All material intercompany transactions have been eliminated. Operating results for the nine-month period ended June 5, 2005 are not necessarily indicative of the results that may be expected for the full fiscal year ended August 31, 2005. For further information, refer to the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-KSB for the year ended August 31, 2004.
NOTE 2 – Uncertainties
The Company incurred recurring losses from operations during the fiscal years ended August 31, 1999 through August 31, 2004 and while the Company is profitable so far this fiscal year, as of June 5, 2005, the Company’s current liabilities exceed its current assets by $2,634,728. Its total liabilities of $10,335,122 exceed its total assets of $9,442,118 net of deferred tax assets of $1,412,841 by $893,004. Management has implemented cost reduction programs and has recently raised additional equity capital by selling 200,000 shares of its common stock in a private placement. Additionally, as a result of the conversion to common stock of certain Subordinated Convertible Debentures (originally offered and sold in 1999 and due to mature on December 31, 2005) and the conversion of a demand Note Payable due to an officer of the Company, another 150,000 shares of common stock was issued that further enhances the equity structure of the corporation. Management continues in its efforts to raise additional equity capital through outside sources and has also considered the possible sale of assets or product lines as well as pursuing affiliations with other companies to sustain operations until current sales levels of existing products and planned sales of new products, along with expected improved profit margins through cost reductions, can move the Company toward sustainable future profitability. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary in the event that the Company is unable to generate sufficient capital to execute this plan.
NOTE 3 – Revenue Recognition
The Company recognizes revenue from product sales upon shipment to its customers.
NOTE 4 – Accounts Receivable
The Company continually reviews accounts for collectability and establishes an allowance for losses on trade receivables. Accounts receivables have been reduced by an allowance for doubtful accounts in the amount of $140,330 and $129,258 as of June 5, 2005 and August 31, 2004, respectively.
7
Glassmaster Company
Notes to Consolidated Financial Statements (Unaudited)
NOTE 5 – Inventories
Inventories as reported on the balance sheets are classified below:
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| | June 5, 2005 | | | August 31, 2004 | |
Materials | | $ | 2,499,050 | | | $ | 1,986,690 | |
Work in Process | | | 415,407 | | | | 348,628 | |
Finished Products | | | 522,887 | | | | 712,452 | |
Reserve for Excess and Obsolete Inventories | | | (146,049 | ) | | | (146,049 | ) |
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| | $ | 3,291,295 | | | $ | 2,901,721 | |
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NOTE 6 – Reclassification
Certain prior year amounts may have been reclassified to conform with the current year presentation.
NOTE 7 – Notes and Mortgages Payable
Substantially all property, plant and equipment are pledged as collateral for borrowings. In addition, inventories and customer receivables are pledged as collateral to provide the company and its subsidiary with revolving lines of credit for working capital requirements. The amount available for borrowings under these lines of credit varies with fluctuations in the amount of inventories on hand and customer receivables outstanding with maximum available credit lines of $2,500,000 for the Company and $1,150,000 for the Company’s subsidiary. The line of credit for the Company requires monthly interest payments at prime (6.0% at June 5, 2005,) plus 2.5%. The line of credit for the Company’s subsidiary requires monthly interest payments at prime plus 1/2%. The balances as of June 5, 2005 were $2,258,197 and $887,446 and the balances as of August 31, 2004 were $2,043,192 and $562,930, respectively. These credit agreements are subject to renegotiation and renewal and will expire October 5, 2005 and December 31, 2005 for the Company and its subsidiary, respectively.
On March 9, 2005 Glassmaster Controls Company, Inc. refinanced real estate and equipment loans with its primary lender. The real estate loan was for $500,000 at an interest rate equal to 250 basis points over the one month LIBOR (3.3401% for June 5, 2005) and a maturity date of March 9, 2010. The equipment loan was for $250,000 at an interest rate equal to the prime rate plus 1.0% and has a maturity date of February 28, 2009. After paying off existing loan balances with the proceeds of these new loans, an additional $300,000 was available for working capital purposes.
Special provisions of the loan agreements restrict payment of cash dividends without the consent of the lender
NOTE 8 – Segment Reporting
The Company classifies its business into two segments based on products offered and geographic location; Industrial Products and Controls and Electronics. The Industrial Products segment produces extruded synthetic monofilament line, pultruded fiberglass products, and composites that are sold for use in a variety of industrial applications and markets. The Controls and Electronics segment produces flexible cable controls, mechanical and electronic HVAC controls, molded control panels and electronic testing equipment, that are sold for use in the heavy truck, marine, and agricultural industries and is a contract manufacturer of custom electronic products.
8
Glassmaster Company
Notes to Consolidated Financial Statements (Unaudited)
NOTE 8 – Segment Reporting (continued)
The Company evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses. There are currently no significant intersegment sales and transfers, therefore no eliminations have been made to the information below. Included in the tables below is relevant financial data provided by each reportable segment. The amounts shown in the Other column are generally those expenses and assets which are associated with the Company’s corporate headquarters and other entity wide expenses which have not been included in segment information.
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| | Three Months Ended June 5, 2005 | |
| | | | | | Controls & | | | | | | | |
| | Industrial Products | | | Electronics | | | Other | | | Total | |
Segment Assets | | $ | 5,359,812 | | | $ | 3,546,084 | | | $ | 1,949,063 | | | $ | 10,854,959 | |
Revenues from External Customers | | | 3,691,169 | | | | 1,496,665 | | | | | | | | 5,187,834 | |
Segment Profit (Loss) before interest | | | 301,147 | | | | 49,905 | | | | (130,837 | ) | | | 220,215 | |
Interest Expense | | | 152,659 | | | | 25,646 | | | | | | | | 178,305 | |
Income Before Income Taxes | | | | | | | | | | | | | | | 41,910 | |
| | | | | | | | | | | | | | | | |
| | Three Months Ended May 30, 2004 | |
| | | | | | Controls & | | | | | | | |
| | Industrial Products | | | Electronics | | | Other | | | Total | |
Segment Assets | | $ | 5,030,976 | | | $ | 3,441,985 | | | $ | 1,862,442 | | | $ | 10,335,403 | |
Revenues from External Customers | | | 2,622,304 | | | | 1,694,936 | | | | | | | | 4,317,240 | |
Segment Profit (Loss) before interest | | | 313,827 | | | | 88,202 | | | | (192,286 | ) | | | 209,743 | |
Interest Expense | | | 101,630 | | | | 20,353 | | | | | | | | 121,983 | |
Income Before Income Taxes | | | | | | | | | | | | | | | 87,760 | |
| | | | | | | | | | | | | | | | |
| | Nine Months Ended June 5, 2005 | |
| | | | | | Controls & | | | | | | | |
| | Industrial Products | | | Electronics | | | Other | | | Total | |
Segment Assets | | $ | 5,359,812 | | | $ | 3,546,084 | | | $ | 1,949,063 | | | $ | 10,854,959 | |
Revenues from External Customers | | | 9,352,481 | | | | 4,302,134 | | | | | | | | 13,654,615 | |
Segment Profit (Loss) before interest | | | 910,793 | | | | 102,478 | | | | (431,210 | ) | | | 582,061 | |
Interest Expense | | | 404,922 | | | | 60,040 | | | | | | | | 464,962 | |
Income Before Income Taxes | | | | | | | | | | | | | | | 117,099 | |
| | | | | | | | | | | | | | | | |
| | Nine Months Ended May 30, 2004 | |
| | | | | | Controls & | | | | | | | |
| | Industrial Products | | | Electronics | | | Other | | | Total | |
Segment Assets | | $ | 5,030,976 | | | $ | 3,441,985 | | | $ | 1,862,442 | | | $ | 10,335,403 | |
Revenues from External Customers | | | 7,076,961 | | | | 4,706,361 | | | | | | | | 11,783,322 | |
Segment Profit (Loss) before interest | | | 534,849 | | | | 287,863 | | | | (548,812 | ) | | | 273,900 | |
Interest Expense | | | 323,969 | | | | 66,933 | | | | | | | | 390,902 | |
Loss Before Income Taxes | | | | | | | | | | | | | | | (117,002 | ) |
NOTE 9 – Income Taxes
Management used an estimated tax rate of 25% to derive an income tax expense of $29,000 for the nine months ended June 5, 2005. Management anticipates that most of this income tax expense will be absorbed by net operating loss carryforwards through the Company’s deferred tax asset.
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Item 2. Management’s Discussion and Analysis
RESULTS OF OPERATIONS
Consolidated Net Sales for the third quarter ended June 5, 2005 were $5,187,834, an increase of 20.2% when compared with prior year third quarter sales of $4,317,240. The increase in comparative third quarter sales is due to improved sales at Industrial Products where monofilament product sales were up 40.9%. Controls and Electronics sales were down 11.6%. Year to date consolidated sales total $13,654,613, an increase of 15.9% when compared to prior year to date sales of $11,783,322. Industrial Products segment sales have increased by approximately 32.2% year to date, while Controls and Electronics segment sales have decreased 8.6% when compared to the prior year nine month period due to a decline in sales of circuit boards and electronic control assemblies.
Gross Profit realized during the third quarter decreased to $768,917, or 14.8% of sales, versus $819,038, or 19.0% of sales in the year ago third quarter. Operating costs at Monofilament were impacted by higher material prices while the Controls Division experienced higher health care costs. Year to date gross profit margins have increased to 16.3% of sales this year from 16.0% of sales last year primarily due to the higher sales volumes at Monofilament.
Selling, G&A, and Other Income and Expenses (net) decreased to $548,703, or 10.6% of sales, in the current year third quarter, compared to $609,295, or 14.1% of sales in the prior year period. On a year to date basis, these expenses total $1,648,861, or 12.1% of sales, compared with $1,616,604, or 13.7% of sales last year.
Interest Expense totaled $178,305 during this year’s third quarter compared with $121,983 last year, an increase of 46.2%. Year to date interest expense totals $464,962 compared with $390,902 last year, an increase of 18.9%. The increase in third quarter and year to date interest expense is due to higher average borrowing costs at Industrial Products as higher interest rates have been incurred as loans have been re-negotiated.
Net Income was $12,910 during the current year third quarter compared with $87,760 in the year ago quarter. Higher raw material costs and increased interest expenses at Industrial Products as well as increased health care costs at Electronics and Controls are primarily the cause of the decline in the current year quarterly earnings when compared to the same quarter of the prior year. The year to date net income totals $88,099 versus a net loss of $117,002 last year. The beneficial impact of higher sales and an improved mix of products sold during the current year to date period have more than offset increased interest rates and the overall costs of borrowing and accounts for the net income in the current year versus a loss in the prior year period. Additionally, the current quarter and year to date periods include a provision for income tax expense in the amount of $29,000, while the prior year periods included no such provision due to the net loss. See Note 9, Income Taxes, of the Notes to Consolidated Financial Statements (unaudited) for further information.
10
Item 2. Management’s Discussion and Analysis (Cont’d)
LIQUIDITY AND CAPITAL RESOURCES
Cash used by operating activities was $526,527 during the first nine months of the 2005 fiscal year compared with $203,142 during the prior year period. The decline in cash flows from operating activities in the current year is primarily due to an increase in inventories at Controls and an overall decline in non-cash charges for depreciation and amortization.
Cash used by investing activities year to date was $60,938 compared to $8,054 in the year ago period. Equipment purchased at lease termination in the current year accounts for the increase in cash used by investing activities.
Net cash provided by financing activities was $720,463 in the current year period versus $165,205 last year. The increase in cash flows from financing activities is primarily due to an additional $300,000 in long term borrowings at Controls and the issuance and sale of an additional $350,000 of the common stock of the company in a private equity placement ($200,000 of which was for cash and $150,000 was the result of a conversion of debt to equity of the company). During the third quarter, the company authorized the private sale of up to 1,000,000 shares of the company’s common stock at a price of $1.00 per share with a completion date of the offering of August 31, 2005. Also authorized was the issuance of an additional $500,000 in Subordinated Convertible Debentures that will bear interest at the rate of prime plus 2% and that can be converted into the common stock of the corporation at $1.50 per share after three years and at $2.00 per share after five years which is the maturity date of the debentures. The directors also allowed the conversion of existing Subordinated Convertible Debentures that were due to mature on December 31, 2005 into the common stock of the company at a price of $1.00 per share if they were converted no later than July 1, 2005. A total of $100,000 of the existing debentures was converted into common stock. See Note 7, Notes and Mortgages Payable, of the Notes to Consolidated Financial Statements (unaudited) for further information.
On May 11, 2005 the company announced that it plans to re-enter the boat manufacturing business and would be building a line of boats for the 2006 model year. The company has entered into an agreement to purchase assets necessary to manufacture boats for $525,000, subject to certain conditions, by July 29, 2005. This asset purchase will provide the company with the boat molds, equipment, and inventory to begin boat manufacturing operations in the first quarter of the 2006 fiscal year. To finance the purchase and initial start up costs of the boat business, the company authorized the issuance and sale of common stock of the company and of five year Convertible Subordinated Debentures (discussed above). The Company has formed Glassmaster Marine, LLC to facilitate the asset purchase and the production and sale of the boat line.
The company currently has no other plans for any material capital expenditures and anticipates that its cash requirements during the remainder of the 2005 fiscal year will be provided from the aforementioned stock and debenture offerings as well as from operations and from borrowings under existing and committed credit lines.
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Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Company’s principal executive officer and its principal financial officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)), have concluded that, as of such date, the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities.
(b) Changes in internal controls. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s disclosure controls and procedures subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Company’s internal controls. As a result, no corrective actions were required or undertaken.
PART II — OTHER INFORMATION
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
| a) | | Exhibits |
|
| | | Exhibit 99.1 – Certification of Periodic Report |
|
| b) | | Reports on Form 8-K |
|
| | | There were two reports filed on Form 8-K during the quarter ended June 5, 2005 |
| i) | | May 4, 2005 – Change in Directors or Principal Officers. |
|
| ii) | | May 13, 2005 – Glassmaster Company Plans to Build Boats for the 2006 Model Year |
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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.
| | |
| | GLASSMASTER COMPANY LEXINGTON, SC |
| | |
Date: July 20, 2005 | | /s/ Raymond M. Trewhella Raymond M. Trewhella (CEO and Chairman of the Board, Principal Executive Officer) |
| | |
Date: July 20, 2005 | | /s/ Richard E. Trewhella Richard E. Trewhella (Corporate Controller & Treasurer, Principal Financial Officer) |
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Certifications
I, Raymond M. Trewhella , certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Glassmaster Company;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 20, 2005
/s/ Raymond M. Trewhella
Raymond M. Trewhella
CEO and Chairman of the Board
Principal Executive Officer
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Certifications (cont’d)
I, Richard E. Trewhella, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Glassmaster Company;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 20, 2005
/s/ Richard E. Trewhella
Richard E. Trewhella
Corporate Controller & Treasurer
Principal Financial Officer
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