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 November 30, 1997. -------------------------------- ( ) 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 November 30, 1997: 1,620,096 par value $0.03 -------------------------------- 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Glassmaster Company Consolidated Comparative Balance Sheet (Thousands) November 30, 1997 August 31, 1997 ----------------- --------------- (Unaudited) ASSETS Current Assets: Cash $ 31 $ 119 Accounts Receivable (Net of Reserve) 3,602 3,213 Other Current Receivables 167 144 Inventories: Raw Materials $ 2,129 $ 1,604 Work in Process 492 469 Finished Products 794 3,415 668 2,741 ------- ------- Prepaid Expenses and Other Current Assets 218 31 ------- ------- Total Current Assets 7,433 6,248 Fixed Assets (Net of Dep'n) Property and Equipment (at cost) 5,864 5,803 Other Assets CSV Life Insurance and Other Unamortized Assets 435 436 ------- ------- Total Assets $13,732 $12,487 - ------------ ======= ======= LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Accounts Payable $ 2,278 $ 1,422 Accrued Expenses 245 239 Accrued Income Taxes 13 12 Stockholder Dividend Payable 49 -- Notes & Mortgages Payable 3,860 3,410 ------- ----- Total Current Liabilities 6,445 5,083 Long Term Liabilities Notes & Mtges, Due After One Year $ 2,973 $ 3,086 Deferred Income Taxes 551 3,524 551 3,637 ------- ------- ------- ------ Total Liabilities 9,969 8,720 - ----------------- Stockholders' Equity Capital Stock (Authorized 5,000,000 Shares $0.03 Par - 1,620,096 (1998), 1,617,096 (1997) Shares Issued and Outstanding $ 49 $ 49 Paid-In Capital 1,344 1,344 Donated Capital 124 124 Retained Earnings 2,246 3,763 2,250 3,767 ------- ------- ------- ------- Total Liabilities and Equity $13,732 $12,487 - ---------------------------- ======= ======= 2 3 Glassmaster Company Consolidated Comparative Income Statement (In thousands except per share amounts)(Unaudited) Three Months Ended November 30, 1997 December 1, 1996 ----------------- ---------------- Net Sales $ 5,587 $ 4,776 Cost of Sales 4,620 4,015 ------- ------- Gross Profit 967 761 Costs and Expenses: Selling 275 235 General and Administrative 257 257 Other Income and Expense - Net 228 196 ------- ------- Total Expenses 760 688 Income From Operations 207 73 Interest Expense 149 151 ------- ------- Income Before Income Taxes 58 (78) Income Taxes 13 (31) ------- ------- Net Income $ 45 $ (47) ======= ======= Earnings Per Share (1,617,096 Shares) $ (0.03) Earnings Per Share (1,620,096 Shares) $ 0.03 Dividends Paid Per Share $ 0.00 $ 0.00 ======= ======= 3 4 Glassmaster Company Consolidated Statement of Cash Flows (Thousands)(Unaudited) Three Months Ended November 30, 1997 December 1, 1996 ----------------- ---------------- Cash Flows From Operating Activities Net Income $ 45 $ (47) Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: Depreciation 201 187 Amortization 2 2 Changes in Operating Assets & Liabilities: Decrease (Increase) in Receivables (412) (324) Decrease (Increase) in Inventories (675) (335) Decrease (Increase) in Prepaid Expenses & Other Current Assets (187) (164) Increase (Decrease) in Accounts Payable 778 732 Increase (Decrease) in Accrued Expenses 85 (9) ----- ----- Net Cash Provided (Used) By Operating Activities (163) 42 ----- ----- Cash Flows From Investing Activities Additional Investment in Fixed Assets 263 93 Disposal of Fixed Assets - Net Book Value 0 0 Increase (Decrease) in CSV Life Insurance 0 0 Additional Investment in Other Assets 0 0 ----- ----- Net Cash Used By Investing Activities 263 93 ----- ----- Cash Flows From Financing Activities Proceeds from Exercise of Stock Options 0 0 Proceeds from Short-Term Borrowings 0 0 Repayment of Short-Term Borrowings (49) (81) Proceeds from Long-Term Obligations 0 0 Repayment of Long-Term Obligations (115) (167) Net Increase (Decrease) in Short-Term Revolving Line of Credit 502 250 ----- ----- Net Cash Provided (Used) By Financing Activities 338 2 ----- ----- Net Increase (Decrease) In Cash (88) (49) Cash At Beginning of Period 119 129 ----- ----- Cash At End of Period $ 31 $ 80 ===== ===== Supplemental Disclosures of Cash Flow Information Cash Paid For: Interest (Net of Amount Capitalized) $ 148 $ 153 Income Taxes 12 2 4 5 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 three-month period ended November 30, 1997 are not necessarily indicative of the results that may be expected for the year ended August 31, 1998. 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, 1997. Certain prior year amounts may have been reclassified to conform with the 1998 presentation. Item 2. Management's Discussion and Analysis RESULT OF OPERATIONS Consolidated sales for the first quarter ended November 30, 1997 (fiscal 1998) were $5,586,429, an increase of 17.0% when compared to sales of $4,776,220 during the first quarter of the 1997 fiscal year. The improvement in first quarter sales is due to a 44% increase in sales by Glassmaster Controls Company ("Controls") and a 13% increase in sales by the Monofilament Division. First quarter sales by the Composites Division declined 14% when compared with the prior year period. Gross profit margins realized during the first quarter improved to 17.3% of sales versus 15.9% of sales in the prior year quarter. The increase in profit margins is primarily due to improved manufacturing efficiencies and favorable raw material pricing at Monofilament. The improvement in profit margins, however, was restrained during the first quarter due to lower sales volumes and increased costs of production associated with process and product development efforts at Composites. The Composites Division will introduce a new product line, The Glassmaster Composite Modular Building SystemTM, during the second quarter of this fiscal year. The company expects further improvement in gross profit margins as this new product line begins to gradually generate sales revenue during the last half of the 1998 fiscal year. Selling, G&A, and Other Expenses totalled $760,071 during the first quarter, an increase of approximately 10% when compared to the first quarter of the 1997 fiscal year, though as a percent of sales, these expenses decreased from 14.4% last year to 13.6% this year. Interest Expense was $149,253 this year compared with $151,042 during the prior year first quarter reflecting stable interest rates and comparable total average debt levels. Net Consolidated Income (Loss) during the current year first quarter was $44,772 compared with ($47,319) last year. Earnings Before Income Taxes improved to $57,336 this year compared with ($77,784) last year primarily due to the increase in gross profit. The provision for Income Taxes was $12,564 this year whereas last year's first quarter included an income tax benefit of $30,465 due to the pre-tax operating loss. 5 6 LIQUIDITY AND CAPITAL RESOURCES Cash flows from operating activities were ($163,000) during the first quarter of this fiscal year whereas the prior year first quarter operating activities provided $42,000. The decline in cash generated during the 1998 fiscal period was primarily due to an increase in inventories at Monofilament resulting from increased production requirements. Cash used by investing activities during the first quarter totalled $263,000 as the company acquired additional plant equipment and tooling at Controls and Composites to expand product lines and manufacturing capabilities. During the prior year quarter approximately $93,000 was invested in capital additions. The company plans to spend approximately $500,000 during the second and third quarters of this fiscal year to add extrusion capacity at Monofilament. The company intends to fund this capital investment with either five-year term debt or a five-year operating lease. Net cash provided by financing activities during the first quarter was $338,000 compared with $2,000 during the prior year period. This year's increase in cash provided was due to a net increase of $502,000 in the company's short-term revolving lines of credit which more than offset repayments of short-term and long-term borrowings. These revolving credit agreements provide for borrowings of up to $4.5 million. Total borrowings under these agreements were $2.8 million as of November 30, 1997. The current revolving credit agreements expire during the second and third quarters of this fiscal year, and the company intends to renew these financing agreements for an additional two to three-year period. The company currently anticipates its cash requirements during the remainder of the 1998 fiscal year will be provided from operations and from borrowings under existing and committed credit lines as well as the expected additional and renewed financing agreements previously discussed. PART II - OTHER INFORMATION Item 5. Other Information - None. 6 7 Glassmaster Company Lexington SC Item 6. Exhibits and Reports on Form 8-K a) Exhibits. Exhibit No. Description ----------- ----------- 27 November 30, 1997 Financial Data Schedule b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended November 30, 1997. 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 January 9, 1998 /s/ Raymond M. Trewhella -------------------------- ------------------------ Raymond M. Trewhella (President and Principal Executive Officer) Date January 9, 1998 /s/ Steven R. Menchinger -------------------------- ------------------------ Steven R. Menchinger (Treasurer, Controller, and Principal Financial Officer) 7 8 EXHIBIT INDEX Exhibit No. Description ------- ----------- 27 Financial Data Schedule (for SEC use only) 8