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 May 31, 1998 . ( ) 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 May 31, 1998: 1,627,896 par value $0.03 --------------------------------- 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Glassmaster Company Consolidated Comparative Balance Sheet (Thousands) May 31, 1998 August 31, 1997 ------------ --------------- (Unaudited) ASSETS Current Assets: Cash $ 109 $ 119 Accounts Receivable (Net of Reserve) 4,234 3,213 Other Current Receivables 63 144 Inventories: Raw Materials $ 2,130 $ 1,604 Work in Process 554 469 Finished Products 562 3,246 668 2,741 ------- ------- Prepaid Expenses and Other Current Assets 197 31 -------- ------- Total Current Assets 7,849 6,248 Fixed Assets (Net of Dep'n) Property and Equipment (at cost) 6,188 5,803 Other Assets CSV Life Insurance and Other Unamortized Assets 443 436 -------- ------- Total Assets $14,480 $12,487 ======== ======= LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Accounts Payable $ 3,083 $ 1,422 Accrued Expenses 261 239 Accrued Income Taxes 7 12 Notes & Mortgages Payable 4,198 3,410 -------- ------- Total Current Liabilities 7,549 5,083 Long Term Liabilities Notes & Mtges, Due After One Year $ 2,609 $ 3,086 Deferred Income Taxes 551 3,160 551 3,637 ------- -------- ------- ------ Total Liabilities 10,709 8,720 Stockholders' Equity Capital Stock (Authorized 5,000,000 Shares $0.03 Par - 1,627,896 (1998), 1,617,096 (1997) Shares Issued and Outstanding $ 49 $ 49 Paid-In Capital 1,355 1,344 Donated Capital 124 124 Retained Earnings 2,243 3,771 2,250 3,767 ------- -------- ------- ------- Total Liabilities and Equity $14,480 $12,487 ======== ======= 2 3 Glassmaster Company Consolidated Comparative Income Statement (In thousands except per share amounts)(Unaudited) Three Months Ended May 31, 1998 June 1, 1997 ------------ ------------ Net Sales $ 6,655 $ 5,641 Cost of Sales 5,608 4,569 ------- ------ Gross Profit 1,047 1,072 Costs and Expenses: Selling 354 289 General and Administrative 264 264 Other Income and Expense - Net 225 207 -------- ------- Total Costs and Expenses 843 760 Income From Operations 204 312 Interest Expense 166 164 -------- ------- Income Before Income Taxes 38 148 Income Taxes 6 45 ------- ------- Net Income $ 32 $ 103 ======== ======= Net Income Per Share (1,620,096 Shares) 0.06 Net Income Per Share (1,627,896 Shares) 0.02 Dividends Paid Per Share $ 0.00 $ 0.00 ======== ======= 3 4 Glassmaster Company Consolidated Comparative Income Statement (In thousands except per share amounts)(Unaudited) Nine Months Ended May 31, 1998 June 1, 1997 ------------ ------------ Net Sales $18,282 $15,819 Cost of Sales 15,405 12,995 -------- ------- Gross Profit 2,877 2,824 Costs and Expenses: Selling 915 799 General and Administrative 788 783 Other Income and Expense - Net 653 622 -------- ------- Total Costs and Expenses 2,356 2,204 Income From Operations 521 620 Interest Expense 473 468 -------- ------- Income Before Income Taxes 48 152 Income Taxes 7 43 ------- ------- Net Income $ 41 $ 109 ======== ======= Net Income Per Share (1,620,096 Shares) 0.07 Net Income Per Share (1,627,896 Shares) 0.03 Dividends Paid Per Share $ 0.03 $ 0.00 ======== ======= 4 5 Glassmaster Company Consolidated Statement of Cash Flows (Thousands)(Unaudited) Nine Months Ended May 31, 1998 June 1, 1997 ------------ ------------ Cash Flows From Operating Activities Net Income $ 41 $ 109 Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: Depreciation 605 560 Amortization 5 6 Changes in Operating Assets & Liabilities: Decrease (Increase) in Receivables (940) (857) Decrease (Increase) in Inventories (505) (142) Decrease (Increase) in Prepaid Expenses & Other Current Assets (167) (56) Increase (Decrease) in Accounts Payable 1,662 677 Increase (Decrease) in Accrued Expenses 18 135 --------- ------- Net Cash Provided (Used) By Operating Activities 719 432 --------- ------- Cash Flows From Investing Activities Additional Investment in Fixed Assets 990 756 Additional Investment in Other Assets 12 0 --------- ------- Net Cash Used By Investing Activities 1,002 756 --------- ------- Cash Flows From Financing Activities Proceeds from Exercise of Stock Options 11 3 Payment of Dividend (49) 0 Proceeds from Short-Term Borrowings 300 100 Repayment of Short-Term Borrowings (175) (152) Proceeds from Long-Term Obligations 90 132 Repayment of Long-Term Obligations (567) (502) Net Increase (Decrease) in Short-Term Revolving Lines of Credit 663 649 --------- ------- Net Cash Provided (Used) By Financing Activities 273 230 --------- -------- Net Increase (Decrease) In Cash (10) (94) Cash At Beginning of Period 119 129 --------- ------- Cash At End of Period $ 109 $ 35 ========= ======= Supplemental Disclosures of Cash Flow Information Cash Paid For: Interest (Net of Amount Capitalized) $ 477 $ 457 Income Taxes 30 (6) 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 nine-month period ended May 31, 1998 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 RESULTS OF OPERATIONS Consolidated sales for the third quarter ended May 31, 1998 were $6,655,084 an increase of approximately 18% when compared to the third quarter of the 1997 fiscal year. The increase in third quarter sales is due to sales increases of 15% at the Monofilament Division, 61% at the Composites Division, and 16% at Glassmaster Controls when compared to the prior year period. Year-to-date sales total $18,282,465 and are almost 16% ahead of last year's nine-month total sales of $15,818,744. Year-to-date sales have increased by 13% at Monofilament, 14% at Composites, and by 26% at Controls when compared with the prior year-to-date period. A continuation of favorable demand across the product line at both Monofilament and Controls and new product sales at Composites contributed to the improved quarterly and year-to-date sales. Gross profit margins during the third quarter were 15.7% of sales this year compared to 19% of sales in last year's third quarter. Year-to-date profit margins as a percent of sales have declined to 15.7% this year from 17.9% of sales last year to date. Profit margins continue to be impacted by product development costs at Composites. During the past eighteen months the Composites Division has been aggressively developing new product lines intending to broaden its revenue base by entering markets not directly related to its traditional market segment, fiberglass marine antennas. As sales of these new higher margin products accelerate and manufacturing efficiencies improve, the company expects the Composites Division to begin contributing to profit margin growth. Selling, General and Administrative, and Other Expenses increased by 11% during the third quarter and were up by 7% year to date when compared with the prior year periods. The increase is primarily due to sales and marketing costs associated with Composites' new product offerings. When expressed as a percent of sales these expenses declined slightly when compared with the prior year-to-date and quarterly periods. 6 7 Item 2. Management's Discussion and Analysis (Cont'd) Interest expense is relatively unchanged when compared with the prior year third quarter and year-to-date periods as average debt levels and interest rates have remained relatively stable. However, interest expense declined to 2.5% of sales during this year's third quarter and to 2.6% of sales year to date from 2.9% and 3.0% of sales, respectively, during last year's comparable periods. Net Income for the third quarter was $31,776 compared to $103,092 last year, and year-to-date Net Income totals $41,484 versus $109,286 last year. Earnings Per Share for the third quarter was $0.02 compared with $0.06 during the prior year quarter and on a year-to-date basis totals $0.03 per share this year versus $0.07 last year. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities was $719,000 for the nine-month period ended May 31, 1998 compared with $432,000 during the comparable period of the prior fiscal year. The increase can be attributed to the expanded use of trade credit to fund increases in accounts receivable associated with sales growth at all locations and new product inventory at Composites. Cash used by investing activities so far this year totals $1,002,000 compared with $756,000 during last year's comparable nine-month period. Additional investment in equipment and tooling at Composites to develop and manufacture new products and at Monofilament and Controls to expand production capabilities accounts for the increase. Net cash provided by financing activities during the first nine months of the year was $273,000. The increase can be attributed to additional borrowings under the company's short-term lines of credit that were used to fund the additional investments in equipment and tooling. So far this fiscal year additional investment in fixed assets totals $990,000 and has been funded primarily with working capital. As a result, the company's working capital has declined to $300,000 as of May 31, 1998 from $1,165,000 as of August 31, 1997 and the current portion of notes and mortgages payable has increased to $4.2 million from $3.4 million, respectively. Subsequent to the end of the third quarter and on June 30, 1998 the company entered into a loan agreement that restructures its debt by refinancing approximately $2.4 million of existing term and mortgage loan debt and converting approximately $2.6 million of existing short-term lines of credit into a single $5.0 million ten-year term loan. This debt refinancing, if reflected in the Balance Sheet as of May 31, 1998, would have reduced the current portion of notes and mortgages payable from $4.2 million to approximately $1.5 million and increased long-term debt to $5.3 million from $2.6 million. Working capital would have improved by $2.7 million. In addition, current maturities of long-term debt are reduced to $561,740 from $715,117, representing an annual reduction in principal payments due of approximately $153,000. The lower interest rates provided by the refinancing will save the company approximately $60,000 annually in interest costs. In conjunction with the previously discussed term debt refinancing, the company is negotiating to renew its primary short-term revolving line of credit. The company currently anticipates the renewal to be for an additional three-year period with total borrowings available under the credit line to be reduced from $4.0 million to $2.5 million. Immediately following the term debt refinancing on June 30, 1998, total borrowings outstanding under this credit line were approximately $200,000. 7 8 Item 2. Management's Discussion and Analysis (Cont'd) With the long-term debt refinancing in place and the anticipated renewal of its primary revolving credit line secured, the company anticipates that its cash requirements during the remainder of this fiscal year and into the 1999 fiscal year will be provided by operating activities and from existing and committed credit facilities. PART II - OTHER INFORMATION Item 5. Other Information - None Item 6. Exhibits and Reports on Form 8-K a) Exhibits. Exhibit No. Description ----------- ----------- 27 May 31, 1998 Financial Data Schedule b) Reports on Form 8-K. There were no reports on Form 8-K filed during the quarter ended May 31, 1998. 8 9 Glassmaster Company Lexington SC 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 July 14, 1998 /s/ Raymond M. Trewhella -------------------------- ------------------------ Raymond M. Trewhella (President and Principal Executive Officer) Date July 14, 1998 /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