1 SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended February 27, 2000. ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission file number 0-2331 GLASSMASTER COMPANY - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) South Carolina 57-0283724 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer Incorporation of organization Identification No.) PO Box 788, Lexington SC 29071 - -------------------------------------------------------------------------------- (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 YES X NO ----- ----- (2) Has been subject to such filing requirements for the past 90 days YES X NO ----- ----- Common shares outstanding February 27, 2000: 1,630,696 par value $0.03 --------------------------------- 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Glassmaster Company Consolidated Comparative Balance Sheet (Thousands) February 27, 2000 August 31, 1999 ----------------- --------------- (Unaudited) ASSETS Current Assets: Cash $ 84 $ 126 Accounts Receivable (Net of Reserve) 3,595 2,676 Other Current Receivables 65 145 Inventories: Raw Materials $ 1,691 $ 1,312 Work in Process 504 513 Finished Products 1,123 3,318 1,007 2,832 ------- ------- Prepaid Expenses and Other Current Assets 189 170 -------- ------- Total Current Assets 7,251 5,949 Fixed Assets (Net of Dep'n) Property and Equipment (at cost) 5,387 5,697 Other Assets CSV Life Insurance and Other Unamortized Assets 776 630 -------- ------- Total Assets $13,414 $12,276 ======== ======= LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Accounts Payable $ 2,316 $ 1,404 Accrued Expenses 239 298 Accrued Income Taxes 0 0 Notes & Mortgages Payable 3,774 2,914 -------- ------- Total Current Liabilities 6,329 4,616 Long Term Liabilities Notes & Mtges, Due After One Year $ 4,682 $ 4,805 Deferred Income Taxes 0 4,682 0 4,805 ----- -------- ----- ------ Total Liabilities 11,011 9,421 Stockholders' Equity Capital Stock (Authorized 5,000,000 Shares $0.03 Par - 1,630,696 (2000), 1,630,696 (1999) Shares Issued and Outstanding $ 49 $ 49 Paid-In Capital 1,358 1,358 Donated Capital 124 124 Retained Earnings 872 2,403 1,325 2,856 ----- -------- ------- ------- Total Liabilities and Equity $13,414 $12,276 ======== ======= 2 3 Glassmaster Company Consolidated Comparative Income Statement (In thousands except per share amounts)(Unaudited) Three Months Ended February 27, 2000 February 28, 1999 ----------------- ----------------- Net Sales $ 5,378 $ 5,450 Cost of Sales 4,758 4,703 ------- ------- Gross Profit 620 747 Costs and Expenses: Selling 253 275 General and Administrative 268 250 Other Income and Expense - Net 130 219 ------- ------- Total Costs and Expenses 651 744 Income From Operations (31) 3 Interest Expense 183 168 ------- ------- Income Before Income Taxes (214) (165) Income Taxes (2) (60) ------- Net Income $ (212) $ (105) ======= ======= Net Income Per Share (1,630,696 Shares) (0.13) (0.06) (Basic and Diluted) Dividends Paid Per Share $ 0.00 $ 0.00 ======= ======= 3 4 Glassmaster Company Consolidated Comparative Income Statement (In thousands except per share amounts)(Unaudited) Six Months Ended February 27, 2000 February 28, 1999 ----------------- ----------------- Net Sales $ 9,663 $ 10,702 Cost of Sales 8,557 9,464 -------- -------- Gross Profit 1,106 1,238 Costs and Expenses: Selling 482 537 General and Administrative 545 497 Other Income and Expense - Net 302 456 -------- -------- Total Costs and Expenses 1,329 1,490 Income From Operations (223) (252) Interest Expense 354 325 -------- -------- Income Before Income Taxes (577) (577) Income Taxes (125) (196) -------- -------- Net Income $ (452) $ (381) ======== ======== Net Income Per Share (1,630,696 Shares) (0.28) (0.23) (Basic and Diluted) Dividends Paid Per Share $ 0.00 $ 0.00 ======== ======== 4 5 Glassmaster Company Consolidated Statement of Cash Flows (Thousands)(Unaudited) Six Months Ended February 27, 2000 February 28, 1999 ----------------- ----------------- Cash Flows From Operating Activities Net Income $ (452) $ (381) Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: Depreciation 446 468 Amortization 5 4 Increase in Deferred Income Taxes (138) (113) Changes in Operating Assets & Liabilities: Decrease (Increase) in Receivables (838) 87 Decrease (Increase) in Inventories (485) (612) Decrease (Increase) in Prepaid Expenses & Other Current Assets (20) (219) Increase (Decrease) in Accounts Payable 914 281 Increase (Decrease) in Accrued Expenses (62) (54) ------- ------- Net Cash Provided (Used) By Operating Activities (630) (539) ------- ------- Cash Flows From Investing Activities Additional Investment in Fixed Assets 137 347 Additional Investment in Other Assets 13 0 ------- ------- Net Cash Used By Investing Activities 150 347 ------- ------- Cash Flows From Financing Activities Proceeds from Exercise of Stock Options 0 3 Payment of Dividend 0 0 Proceeds from Short-Term Borrowings 200 0 Repayment of Short-Term Borrowings (59) (47) Proceeds from Long-Term Obligations 600 0 Repayment of Long-Term Obligations (723) (234) Net Increase (Decrease) in Short-Term Revolving Lines of Credit 720 1,131 ------- ------- Net Cash Provided (Used) By Financing Activities 738 853 ------- ------- Net Increase (Decrease) In Cash (42) (33) Cash At Beginning of Period 126 143 ------- ------- Cash At End of Period $ 84 $ 110 ======= ======= Supplemental Disclosures of Cash Flow Information Cash Paid For: Interest (Net of Amount Capitalized) $ 351 $ 338 Income Taxes (84) 17 5 6 Glassmaster Company 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 Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended February 27, 2000 are not necessarily indicative of the results that may be expected for the year ended August 31, 2000. For further information, refer to the Consolidated Financial Statements and Notes to Financial Statements included in the Company's Annual Report on Form 10-KSB for the year ended August 31, 1999. Certain prior year amounts may have been reclassified to conform with the 2000 presentation. Item 2. Management's Discussion and Analysis RESULTS OF OPERATIONS Consolidated sales for the second quarter ended February 27, 2000 were $5,378,567, a decrease of 1.3% when compared with prior year second quarter sales. The decrease in comparative second quarter sales is due to a slight decline in sales at Glassmaster Controls, primarily due to product mix changes related to the introduction of new truck models at its largest customer. Second quarter sales at the Monofilament Division were higher compared with the prior year period but were offset by a decline in sales at Composites, leading to relatively unchanged sales in the industrial products segment. On a comparative year to date basis, controls and electronics segment sales have declined 8% in the first six months of the 2000 fiscal year versus last year, while industrial products segment sales have declined 10.4%. The decrease in sales of controls and electronics is due to truck model changes and production slowdowns at its largest customer. New production contracts on existing and new products will initiate during the second half of the fiscal year and solid sales growth at Controls is expected. Industrial products segment sales are lower due to difficult market conditions in the North American textile industry that impacted monofilament sales, and a decrease in sales of composites due to discontinued product lines and the sale of the marine antenna business. As the second quarter came to a close, order patterns for monofilament products had significantly improved and, combined with new product revenue, the remainder of the fiscal year should reflect positive sales growth at Monofilament when compared with the prior year periods. Gross profit margins during the second quarter declined to 11.5% of sales from 13.7% of sales in the year ago second quarter primarily due to lower sales levels at Composites. Year-to-date profit margins as a percent of sales are relatively unchanged from the prior year to date period at 11.5% of sales. Gross margins are expected to improve as the fiscal year progresses in association with anticipated sales growth. 6 7 Item 2. Management's Discussion and Analysis (Cont'd) Selling, G&A, and Other Expenses totaled $650,880, or 12.1% of sales, during this year's second quarter, compared with $744,059, or 13.7% of sales, during the prior year second quarter. The decline is due primarily to non-recurring credits and miscellaneous income at Controls. On a year to date basis, these expenses total $1.33 million, or 13.7% of sales, compared with $1.49 million, or 13.9% of sales last year. Interest expense has increased approximately 9% for both the second quarter and year to date periods when compared with the prior year due to higher average borrowings required to support working capital and slightly higher average interest rates on short term borrowings. Income (Loss) before income taxes was ($213,599) during the current year second quarter compared with ($164,662) in the year ago quarter and totals ($576,934) year to date versus ($577,312) last year. The provision (benefit) for income taxes was ($1,400) in the second quarter and ($124,787) year to date, compared with ($59,656) and ($196,286), respectively, last year. While last year's second quarter included a benefit from income taxes associated with net operating loss carry-forwards, this year's second quarter does not recognize the tax benefit to be derived from the operating losses incurred. LIQUIDITY AND CAPITAL RESOURCES Cash flows from operating activities were ($629,000) for the six-month period ended February 27, 2000 compared with ($539,000) during the comparable period of the prior fiscal year. The decline in cash provided from operating activities is primarily due to increased accounts receivable outstanding, resulting from increased sales activity near the end of this year's second quarter. The large increase in accounts receivable this year was partially offset by an increase in outstanding trade credit. Cash used by investing activities so far this year totals $150,000, compared with $347,000 during last year's comparable six-month period. The decline in cash used by investing activities is due to a reduced investment in fixed assets this year compared with the prior year period, the result of less equipment and tooling spending at Controls and Composites. Net cash provided by financing activities was $738,000 during this year's first six months compared with $853,000 in the prior year period. Additional long-term debt at Controls associated with capital equipment acquired to expand electronics production capabilities and to re-finance existing long-term mortgage debt that was maturing, was more than offset by a smaller increase in borrowings under the company's short term revolving lines of credit this year when compared to the prior year period. Approximately $400,000 additional long-term funding remains available under the terms of the financing agreement and Glassmaster Controls Company intends to borrow the balance of the committed funds during the remainder of the 2000 fiscal year to fund additional capital equipment. The Monofilament Division currently plans to invest approximately $200,000 to acquire equipment necessary to complete the assembly and installation of a $450,000 extrusion line. This capital addition was initiated in 1998 and approximately $250,000 of equipment was acquired, but completion of the project was delayed when market conditions deteriorated. Recently accelerating demand for existing monofilament products, as well as capacity requirements related to new product sales growth and related production commitments, led to the decision to complete the addition. The company currently intends to seek medium-term lease financing to fund the entire capital project. 7 8 Item 2. Management's Discussion and Analysis (Cont'd) Other than previously discussed, no new material capital expenditures are planned and the company currently anticipates that its cash requirements during the remainder of the 2000 fiscal year will be provided from operations and from borrowings under existing and committed credit lines. YEAR 2000 DISCLOSURE As more fully discussed in previous filings, the company's Year 2000 Compliance Plan ("the Plan") was initiated in early 1998 and involved three phases 1) The Internal Assessment Phase, 2) The Vendor Assessment Phase, and 3) the Upgrade Implementation and Testing Phase. The Plan was intended to mitigate all known deficiencies in both internal and external information technology ("IT") systems related to the Year 2000 issue and provide for contingency plans in the event of Year 2000 failures. The company completed enterprise-wide testing of critical systems, the final phase of the Plan, during December, 1999. As of the date of this report, there have been no recognizable failures of any internal information systems or computer controlled processes, nor have any disruptions in normal operations occurred as a result of any external agent year 2000 related failures. The company intends to continue to monitor all internal and external IT systems and processes during the year 2000 for any indication of failures. PART II - OTHER INFORMATION Item 5. Other Information - None Item 6. Exhibits and Reports on Form 8-K a) Exhibits. Exhibit No. Description ----------- ----------- 27 February 27, 2000 Financial Data Schedule b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended February 27, 2000. 8 9 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 Date April 13, 2000 /s/ Raymond M. Trewhella --------------------------- ---------------------------------- Raymond M. Trewhella (President and Principal Executive Officer) Date April 13, 2000 /s/ Steven R. Menchinger -------------------------- ----------------------------------- Steven R. Menchinger (Treasurer, Controller, and Principal Financial Officer) 9 10 EXHIBIT INDEX Exhibit No. Description ------- ----------- 27 Financial Data Schedule 10